An ex-con's plans to retire to Florida with a fortune in stolen money are waylaid after his former boss coaxes him to a remote bed and breakfast to protect the daughter he has never met. A storm traps him and 6 others at a B and B, events turn deadly. These seven seeming strangers discover that their lives are all connected by a tragic murder, from eleven years earlier.

The United States Government has developed a highly effective nerve gas that is unleashed upon the residents of a small Maryland City. During the top secret exercise the infected citizens begin to convert each resident into a sort of living zombie, until the remaining town residents, 6 total strangers, are trapped inside a movie theater cineplex.