A chemical compound developed for military use is released on the unsuspecting public of a small town, turning everyone infected into zombies. A small group, headed by the mysterious El Wray (Freddy Rodriguez), his estranged girlfriend Cherry (Rose McGowan), and the local sheriff (Michael Biehn), attempts to find refuge in a hideout, only to be overwhelmed by the zombies. They head out, intent on sneaking into the military base the infection came from in the first place, intent on stopping the contagion and making their escape. One of the original developers of the compound joins their group, promising to help put an end to the terror.