Ten strangers with secrets are brought together in a savage rainstorm: A limo driver (Cusack), an 80s TV star (De Mornay), a cop (Liotta) who is transporting a killer (Busey), a call girl (Peet), a pair of newlyweds (Duvall, Scott) and a family in crisis (McGinley, Kenzle, Loehr), all take shelter at a desolate motel run by a nervous night manager (Hawkes).

Relief in finding shelter is quickly replaced with fear as the ten travelers begin to die, one by one. They soon realize that, if they are to survive, they'll have to uncover the secret that has brought them all together.