Leelee Sobieski is brash, abrasive and vulnerable as a teenage child of divorce who hides her pain behind a mask of hard-edged gothic rebellion. Albert Brooks plays a man who is her total opposite, a precise and well-ordered menswear store owner of forty-nine who manages limited expectations and protects lonely secrets with pleasant ritual and quiet, ironic reserve. These two total opposites collide in conflict then come together in a surprising alliance, changing each other's lives forever.

On Christmas Eve, ten strangers board a bus traveling across Texas and are forced off the road by a motorcycle gang. The passengers then take refuge in an abandoned scrap yard. When their defense against the gang weakens and their numbers dwindle they must do the unthinkable go on the offense.