The movie starts with a young couple, Cassie (Mia Sara) and David Osborne (Brian Wimmer) having an intense argument. The next morning, after David goes to work, Cassie takes their five-year-old daughter, Samantha (Kayla Buglewicz) and heads to stay with her sister, Joanne (Marie Debrey), for a few days. They start having some car trouble and stop at a seedy-looking gas station, where they are tended to by the owner, Roy Scudder (Burt Reynolds). However, instead of helping the mother and child, Scudder rigs the vehicle to break down a short distance down the road. Shortly afterwards, he drives down the road, sees them in distress, and offers to tow them back to his place. Once there, he locks Cassie in a room to entertain his insane wife Georgina (Angie Dickinson), who has been a little out of sorts since the mysterious death of her baby boy. Samantha is made to be a "playmate" for the Scudders' daughter Jill (Candace Hutson), who appears to be as mad as her mother. Meanwhile, Joanne panicks after Cassie and Samantha never reach her house and calls the police, convinced that David had something to do with their disappearance. David begins desperately searching for his missing wife and child and is also tracked by a private detective, hired by Joanne, who is convinced David murdered Cassie and Samantha. As days go by, Cassie is pushed to her limits and discovers that there is nothing she won't do to save her daughter's life and her own.