Caleb Colton (Adrian Pasdar) is a young cowboy who meets, and falls for, a beautiful drifter named Mae (Jenny Wright). After spending the night in her company, she bites his neck just before dawn and then runs away. As the sun rises, Caleb finds that the light burns his skin as he struggles toward home. When he is almost there, he is pulled into a passing RV that has all of its windows covered with aluminum foil and whisked away. Inside, he finds Mae and a rag-tag collection of vampire nomads led by Jesse Hooker (Lance Henriksen). As they travel, Caleb is torn between proving himself to his new "family" and hanging onto the shreds of humanity still within him. As situations escalate, he realizes that not only does his love for Mae hinge upon this decision, but also his life.