One year after running away from home, Nicole and Jesse are still missing. When Jesse's brother, Tom, returns home from active duty, he sets out with his friends Marilyn and Jared to locate the lost couple. Their search leads them to the stretch of old highway with a mysterious Rest Stop, where they find themselves in the same predicament as Nicole and Jesse: confronting a madman.

As a child, Lenore was tormented by nightmares and obsessed with the dark poems and stories of Edgar Allan Poe. As the lead singer in a Los Angeles band, the adult Lenore (Jillian Swanson) finds herself, friends and colleagues haunted by a murderer from beyond the grave. Only in her dreams -- in which she's visited by Poe's ghost -- will Lenore find the key to defeat her supernatural stalker and finally escape the spirits battling for her soul.