The scene shifts to a lavish apartment where Trip, one of the film's main characters meets with a dealer who provides him with a couple of pills for a beach party he and his friends are headed to. When the man leaves the room, Trip lifts a baggie of drugs from his desk and abrupty leaves. He meets with his friends Cookie, a bouncy blond, a blond surfer-type man named Nelson and a blind but smart pesimist Jack as well as meeting the driver, the fierce and independent Gretchen. Enroute, they stop at a gas station to fill up, and after they leave, the group notices an overturned car on the highway, which they dismiss as an abandoned accident. Gretchen discovers that Trip is carrying drugs and stops the vehicle to kick him out. Unable to get a signal on his cell phone she agrees to take him back to the diner, which they discover has been abandoned in the fifteen minutes they had left it. The car runs out of gas and inexplicably breaks down upon attempts to refuel it and they decide to stay at the "Nowhere Motel" which is adjacent to the gas station and diner. Learning from a fading radio broadcast that the highway has been closed, they decide to hole up for the night. Trip decides to walk down the road for help while Cookie and Nelson get comfortable with one another and after finding camping supplies (barely missing a haunting experience due to Jack being blind) Jack and Gretchen find some camping equipment and decide to sleep outdoors. After a haunting experience with the drug dealer Radford, Trip escapes the rest area that he discovered him in and comes across a man driving an RV named Henry who is looking for his wife that had gone missing before. After being told of their circumstances, he goes with Trip to the motel and sets up camp there. Trip doesn't tell his friends about his run-in with Radford but tells them to be careful and to scream if they see or hear anything. (Much to Jack's chagrin)
While in his camper, Henry is engulfed in a horrendous smell and collapses, succumbing to the smell and suffocating as a dark figure moves through the trailer at him. As Cookie and Nelson get settled up in a hotel room, she has to use the restroom and makes her way to a small outhouse. She is attacked and killed within after becoming trapped in there. Upon noticing her absence, Nelson is trapped in his room with something under his bed that grabs at his feet, as the smell in the room rises he sees no choice but to escape by jumping through the bedroom window. However a shard of glass cuts his throat and he dies of blood loss, shortly found there after by Gretchen, Trip and Jack. Trip volunteers to investigate while Gretchen and Jack go to the RV to tell Henry of their situation, only to find that he is dead. Gretchen decides to look for Trip and Jack insists he is fine by himself, noting that he can use his ball of string (tied to his start point) to find them if needed. Trip is attacked on the roof by a hooded figure while trying to make a call on his cell phone, but the outcome of the fight is unknown. Jack becomes worried being alone and no one is responding to his cries. He ties off the ball of string to the RV and attempts to make his way out toward the hotel. The string becomes untied, and he is unable to find his way back to the RV, missing it and going away from the hotel. Jack encounters the creature the same time Gretchen finds him and tells him to run. As he tries to get away, Trip starts shooting at the figure with his gun, giving Jack time to get away. Trip, who had lost his arm in the previous confrontation is overpowered by the creature as it stabs his stomach, partially gutting him like a fish, killing him.
Jack and Gretchen board the RV with Jack on the top to try and fend off the creature. He falls down the ladder at the back, and the creature stabs him in the back of the head, similar to his story of how he was blinded in the first place, he is suddenly able to see the creature, but due to the damage to his head he is unable to fend it off. Gretchen crashes the RV and the pair again flee it. She lays Jack into the back of their car and she jumps into the driver's seat. As they drive, they discover the creature is again on the roof of the car, trying to stab Gretchen in her seat. Jack iterates something Gretchen had said previously; "Don't fear death" and she abruptly swerves the car, causing it to flip over and over, coming to rest at the side of the road. She is recovered by Radford, and pulled clear of the wreck.
As the clouds of this mystery begin to fade, it is learned that an RV had crashed into Gretchen's car after Trip had gotten out to call for a ride with his cell phone being kicked out by Gretchen. None of the group had noticed that the RV, whose driver, Henry had suffered a massive heart attack and lost control as his wife, Rose had explained. The car that the group had seen leaving the diner was in fact their own (as seen after Gretchen crashed the car again herself) Each of the deaths at the hotel were reflected by their death in the car; Cookie had died from internal bleeding, Nelson had been thrown through the windshield, cutting his neck on the glass, Trip's arm was severed gripping the cell phone (as when he was attacked) and died from blunt force trauma while Jack, who had received a massive head injury, and Gretchen who was wearing her seat belt remained in the car and alive. Radman, who had been stalking Trip witnessed the accident and attempted to assist, hence the visions of him at the motel and highway.
Sometime later, Gretchen is wheeling Jack around at a hospital, as both feel something more had happened, neither can clearly remember the accident and can't at all seem to remember the incidents at the motel they stayed at. And both bring up the idea as to how the now-blind Jack knew that Gretchen had dark brown hair as screen fades.