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Don and Nancy, played by David James Elliot and Heather Marsden, are a young couple who are on their way to a weekend trip when their car breaks down in a little town in rural Louisiana. They are stranded. After finding the couple by the side of the road, the brusque sheriff of the town, Jeff Fahey, informs them that no one will be able to fix their automobile before daylight. He points them in the direction of a neighboring motel that is owned and operated by Carter (Michael Madsen). Don and Nancy have no way of knowing how the filthy and run-down establishment treats visitors from outside the establishment before they check in. Regardless of the badge on his chest, the Sheriff is answerable to Carter, as are a group of evil kidnappers, torturers, and murders who wear masks. When Don and Nancy finally become aware of what is going on, it is already too late to go away. They have to struggle to make it through the night in order to avoid becoming the next victims of the Terror Trap...