An early scene shows a murderer (Pruitt Taylor Vince, "Heavy") being transported under the care of his psychiatrist (Alfred Molina, "Chocolat"), undercutting the presence of a second killer (Jake Busey, "Tomcats") under the jurisdiction of a cop (Ray Liotta, "Narc") at the motel.
Among the group trying to avoid joining the ranks of the living-impaired: Paris (Amanda Peet, The Whole Nine Yards), a call girl who dreams of better days; an 80s TV star named Caroline Suzanne (Rebecca De Mornay, The Hand That Rocks the Cradle), living in denial about the downward trajectory of her fame; a pair of unusually hostile newlyweds named Ginny and Lou (Clea Duvall from Girl, Interrupted and William Lee Scott from Pearl Harbor); Ed (John Cusack, High Fidelity), a limo driver with an ambiguous past; police officer Rhodes (Ray Liotta, Narc) and Robert Maine (Jake Busey, Tomcats), the killer he's transporting; family man George (John C. McGinley, Any Given Sunday), whose trip with his quiet stepson Timothy (Bret Loehr from TV's "Everwood") and wife Alice (Leila Kenzle, White Oleander) has taken a horrific turn; and Larry (John Hawkes, Hard Ball), the slimy desk clerk at the motel.