The couple intend to rob the gas-stop. They kill the parents in cold blood. Young Steven escapes their clutches by crashing through his bedroom window and falling into the swimming pool. He is left for dead. A guilt-ridden Ray returns home to find the carnage the killers left behind.

Eight years later--Ray is in his twenties. He continues to operate the Easy Rest and look after the teenage Steven (Bradley Gregg) who was blinded by the attack. It is a deadly place to stay. Guests check in but they never leave. Steve keeps trinkets of the victims in his parents old room that has remained untouched over the years. Ray takes their cars into town to sell. The bodies are buried in the back of the motel near a barn where Steven keeps rabbits in cages. There is a pact of silence between the brothers.

Ray is fiercely loyal and protective of Steven.  While Ray is in town, disposing of another car, a beautiful young woman, Sandra (Lara Flynn Boyle), comes to check into the motel. She has left her drunken husband, Marvin (Dennis Hopper) on the roadside tending his garish Cadillac. When Ray returns he is furious that Steven checked in guests while he was away. Marvin has now turned up with the crocked Cadillac and he is more abusive to Sandra. She gives as good as she gets. Ray tries to get them to leave and warns them that a desert storm is brewing. Steven has become quite taken with Sandra. His next victim? Ray wants them out of here and starts boarding-up the motel.

Marvin cannot leave right away because he has to fix up the car. Sandra sits, brooding, around the motel with Ray constantly watching her. He, too, has feelings towards this beautiful young woman. However, she is too attached to Marvin to respond. She believes her dissolute husband saved her from the streets and she -is beholden to him. Steven hangs around Marvin fixing the car. The drunk feeds the young boy with liquor and tall tales. When the engine leaps to life, he takes Steven for a ride. He lets Steven take the wheel, even though he is blind.

When Ray hears about Marvin’s antics he is livid. He attacks him and knocks Marvin to the ground. Sandra steps in to break up the fight and takes a slug from Marvin. He is furious and drives off leaving Sandra yet again. She tries to get through to Ray again, she knows he wants her. However, Ray is too caught up in the demonic world he has created with his brother. When Marvin returns, Ray is waiting for him. Before he can get to Sandra, Ray kills Marvin. He is convinced that he can avenge the death of his parents by killing the likes of Marvin and Sandra. It is now clear that Ray, and not Steven, is the killer. He is assuaging his own raging guilt.

After Marvin has not returned for some time. Sandra worried. He always comes back. She puts in a call to the police. Ray is acting very strange. He is moody and seems to resent the relationship between Steven and Sandra. They have been looking at the caged rabbits in the barn. Although she does not know it, Sandra wanders very close to where her husband is newly buried. Ray continues to batten down the motel as the storm gets closer. An eerie calm settles over the place.

When the police arrive, they are no help. The Sheriff knows the brothers very well and suspects nothing of their murderous ways. The Deputy scouts around back of the motel and is about to discover Marvin’s fresh grave when his boss calls him away. The two cops leave with Sandra now in great danger.

Ray is becoming unhinged, the storm seems to be whipping up his madness. Sandra has discovered the parents room and found Marvin’s watch. Ray blames Steven, saying he has a habit of stealing from the guests. Sandra wants to take Steven away but Ray will have nothing of it. He has deluded himself into thinking that he is protecting his brother when, in reality, he is the murderer seeking revenge.

When Sandra realizes that Marvin had left wearing his watch, it is clear that Ray had something to do with the disappearance.
 She is frightened and trapped with the storm raging outside. Ray comes after her but she manages to get to Marvin’s gun and fires off a round. Ray is wounded and staggers away. She gets to Steven and convinces him that he is not to blame for the deaths. They can have a life together. But this is Steven’s world, he cannot leave. It is the only life he can imagine for Sandra. He wants her to stay - as a prisoner, if need be. He locks her in her room. With Marvin’s gun in hand, he goes off to look for his brother.

He finds Ray in the kitchen, bleeding from the gunshot wound. Wrought with despair, Ray pleads for Steven’s forgiveness for not having saved his parents years earlier. Realizing that he has been made a prisoner, Steven tells Ray he is going to leave with Sandra. Ray will not have it. He plans to finish the work he started.

Sandra escapes from her room to find the brothers facing off against each other. Steven has to rely on his hearing alone if he is to stop the carnage. He still has Marvin’s gun. Sandra takes out the lights to slow Ray down. In the darkness the fight is more equal. Sandra tries to hide in a closet where the brother used to play hide-and-seek. Ray almost tricks Steven into killing her. Sensing Ray’s presence, Steven sets off a beeper on Ray’s key chain. The sound is enough to allow him to take a shot at his brother.

The shot is true. The close range blows Ray backwards. Like Steven years earlier, he crashes through the window and lands in the swimming pool - dead.  The next day, the storm has subsided. Steven buries his brother next to his parents. He leaves the Easy Rest Inn with Sandra to begin a new life.