Big city brothers Josh and Mike Cameron (Wings Hauser, Lee Montgomery) head to the country for some small town relaxation. After losing their car in a driving mishap, a passing motorist offers them a ride, and they arrive in the tiny village of Goodland as night begins to fall. While investigating the town, Mike stumbles across a horribly disfigured body in a deserted alley, but when concerned Sheriff Will Stewart (Bo Hopkins) is summoned to the scene, the corpse has been replaced by a harmless sleeping wino. The brothers find themselves pushed deeper into the nightmare when Mike ends up missing and Josh is accused of murdering a young girl. But the terror really begins as one by one the inhabitants of Goodland mutate into living dead creatures of darkness!