A group of friends are on their way to a big football game, but decide to camp for the night on their way. In one vehicle, there's Blake (ROBERT RI'CHARD) who's must enthused about the game, as well as his girlfriend Paige (PARIS HILTON). Her best friend Carly (ELISHA CUTHBERT) and her boyfriend Wade (JARED PADALECKI) are following them in another car, along with Carly's brother Nick (CHAD MICHAEL MURRAY) -- who's a bad boy always in trouble in one way or another -- and his friend Dalton (JON ABRAHAMS).
After a tense encounter with an unseen stranger in a truck, the group wakes up late the next day. They then not only discover that Wade's fan belt is busted, but also that a local man dumps road kill nearby, resulting in a foul-smelling swamp of rot and decay. He offers to give Wade and Carly a lift into town to get a replacement belt, but he creeps them out enough that they eventually get out and walk the rest of the way into the small town of Ambrose.
There, they walk into and interrupt a funeral, but one of the attendees, Bo (BRIAN VAN HOLT), turns out to run the local auto shop and offers to help them when the service is done. To kill time, Wade and Carly enter Trudy's House of Wax, an old attraction filled with wax figurines and a curious figure in the basement, Vincent (BRIAN VAN HOLT), who they don't see. As night falls, Bo invites them back to his house to get that fan belt.
From that point on, and as the rest of their group decides to turn back when they encounter a bad traffic jam, Wade, Carly and the others realize that something strange and potentially dangerous is at hand in the small town and do their best to survive becoming a permanent part of it.