After a botched train robbery, Clyde, the leader of the group decides that his men should hide out in an abandoned town they come across. While hiding out in the town, strange events start to happen that puts a chill up their spines. After Donnie, the youngest of the group, dies from a gun shot wound, his body disappears, making the travelers feel that they are no longer alone in this town. When Noah, Donnie's brother, goes searching for him, other forces and 'people' start to appear through out the town. The town is full of a force that will not let anyone go and will try to trap Clyde and his crew there forever.