The film tells the story of two good friends who live together, Andrew, an agoraphobic travel agent who works from his home, and Dave, a loser who works in an office where he is treated with contempt. Just when it seems things can't get any worse for the two, the entire world outside of their house disappears and is replaced with an endless white void.

A look at the 1950s muscle men's magazines and the representative industry which were popular supposedly as health and fitness magazines, but were in reality primarily being purchased by the still-underground homosexual community. Chief among the purveyors of this literature was Bob Mizer, who maintained a magazine and developed sexually inexplicit men's films for over 40 years. Aided by his mother, the two maintained a stable of not so innocent studs.

In 1979 Ohio, several youngsters are making a zombie movie with a Super-8 camera. In the midst of filming, the friends witness a horrifying train derailment and are lucky to escape with their lives. They soon discover that the catastrophe was no accident, as a series of unexplained events and disappearances soon follows. Deputy Jackson Lamb, the father of one of the kids, searches for the terrifying truth behind the crash.

A group of strangers find themselves trapped in a maze-like prison. It soon becomes clear that each of them possesses the peculiar skills necessary to escape, if they don't wind up dead first.