Tommy (James Peck) spends the night at his girlfriend Monica's house (Quynh Thi Le). She explains that she's had her Teddy Bear, Buttons (Luke Donaldson), since she was a little girl. Tommy jokes that Buttons has seen things in her bed he'd never want to know. But like most jokes, there's a lot of truth to that statement.
When she falls asleep, Buttons comes to life and taunts Tommy, "I'm not telling you a thing." And Tommy claims he doesn't want to know anything. Yet as the night progresses--and Tommy can't sleep with suspicious thoughts rushing through his mind and coming from Buttons's mouth--it's gets harder and harder to resist.