A collection of late-night travelers whose paths are fatefully intertwined search for meaning and direction on the roads outside of a small town.

A dying professor leaves his great-nephew a collection of documents pertaining to the Cthulhu Cult. The nephew begins to learn why the study of the cult so fascinated his grandfather. Bit-by-bit he begins piecing together the dread implications of his grandfather's inquiries, and soon he takes on investigating the Cthulhu cult as a crusade of his own.

His son's critical injury forces a Montana man (Dennis Quaid) to reconsider priorities as he struggles to retain family land.