A gang of college friends, including Wade (Jared Padalecki) and his girlfriend, Carly (Elisha Cuthbert), are en route to a school football game when they wind up with a flat tire in a ghost town. They are forced to seek help in the only place that's open: the local wax museum. Once inside the spooky and seemingly abandoned building, they find the works on display are not quite what they seem -- and the group soon discovers it's being hunted by the insane twin brothers who run the museum.