It's the night before convicted mass murderer Malcolm Rivers (PRUITT TAYLOR VINCE) is scheduled to be executed. In a rare move, his lawyer and psychiatrist (ALFRED MOLINA) have convinced a judge to allow them and their client to meet him to discuss whether Rivers is mentally fit to die for his crimes.
At the same time on that dark and rainy night, George (JOHN C. McGINLEY), his wife Alice (LELIA KENZLE) and her son Timmy (BRET LOEHR) have just had a blowout while driving down a remote road. While changing it, limo driver Ed (JOHN CUSACK), who's transporting faded TV actress Caroline Suzanne (REBECCA DeMORNAY), accidentally runs over Alice.
Desperate for help and with no cell phone coverage, they end up at a remote motel where they meet the clerk, Larry (JOHN HAWKES). His phone also isn't working due to former call girl Paris (AMANDA PEET) accidentally hitting a utility pole upon discovering that the local roads are flooded.
Also finding themselves stranded at the motel are newlyweds Ginny (CLEA DuVALL) and Lou (WILLIAM LEE SCOTT), as well as a cop, Rhodes (RAY LIOTTA), who's transporting another mass murderer, Robert Maine (JAKE BUSEY).
With Ed trying to get some sort of help for the badly injured Alice, the rest prepare to settle in for the night. Yet, things aren't particularly cozy, and when various people start dying from grisly murders in reverse order of the room key numbers, the dwindling survivors try to figure out who or what's responsible and how to avoid being the next victim.