- Son of a bitch.
- What are you doing?
There's a goddamn raccoon
in the middle of the road.
Jesus.
Well, better to kill us than get
a little roadkill on the car, huh?
Well, we're still alive.
I can tell by the pissy look
that you're giving me.
- This isn't the interstate.
- There was a wreck.
It was all backed up.
I took a shortcut.
To where?
- Can you hear that?
- Hear what?
I think the engine just made a noise.
Well, it's kind of late
for a breakdown.
Should've stopped somewhere
earlier.
I popped some of those trucker pills.
I thought I could make it
the whole way.
Where are we?
You were really dreaming
over there earlier.
You were mumbling
and jerking around.
I dreamt you were trying to kill me.
We were at my parents'
anniversary party...
...and my mother
wouldn't stop talking.
You started screaming you couldn't take it
anymore and then you tried to strangle me.
At least you were
dreaming about me, right?
That's kind of an improvement.
- Shit.
- Jesus.
You okay?
I keep telling you
how stupid that is to do that.
You ought to just kind of bite into
the apple like the rest of the world.
- It hurts my teeth.
- As bad as cutting your finger off?
It's not anything.
- You want me to drive for a while?
- No. I don't.
Why don't you just go ahead
and go back to sleep?
Remember how Charlie used to dance around
even when there was no music playing?
I'm tired, David.
See, I think that should be us
just about there.
Why didn't you just
stay on the interstate?
I don't know.
Guess I just wanted to make this
as miserable as possible, you know?
See just how big a bitch
you'd be about it.
I just thought it would be faster,
you know?
Shit.
Is that something?
Do you think they're closed?
Since 1957.
That's too bad,
because they got good gas prices.
- Look, if you're too tired, I'll drive.
- I told you, I'm fine.
Okay. See, that town there, Elida.
You were asleep, but we went
through there about three hours ago.
Well, that should put us
down here somewhere.
I mean, that's a town. Downey. I mean,
they would have a real gas station.
If that's really where we are.
I think that we're headed south.
I mean, eventually, we've got to hit a...
- Oh, my God.
- Sorry.
- Oh, my God.
- Sorry.
- It's okay.
- You got to me before I headed out.
- I'm sorry.
- I gotta warn you, though.
Th... The gas price is a little steeper
than the sign says.
Actually, we're just...
We're having some engine problems.
Yeah, he dodged a squirrel
a few miles back.
- It's a raccoon, yeah.
- And we're lost.
Well, she's lost.
I actually know exactly where we are.
We're on our way to Downey.
He's trying to tell you
it's the other way, David.
- Yeah. Sorry, man.
- It's okay.
It's really easy to get turned around
out here without a map.
- Downey's, like, 30 miles back, man.
- Really?
Look, I'll tell you what. Pop the hood.
I'll check the engine
and make sure you can get that far.
- Really? Thanks. Okay, great.
- Great. Thank you so much.
Yeah, I went off the road there
when I missed the raccoon.
I think I hit a low spot.
Yeah. Thanks, man.
Is he gonna fix it?
- What do you think?
- Well, the fan blade's bent.
Rock must have hit it.
Yeah, she'll drive fine, just noisy,
that's all.
You wanna have someone take a look
when you get where you're going.
I'll do that. Thanks.
So now, what do I owe you?
Oh, no, nothing. No, we're good.
Hell, I should pay you for finally
giving me something to do.
Do you need help getting to Downey?
- Yes.
- Well, actually...
...if you could just point us towards
the interstate, that'd be great.
- Well, you don't want Downey, then.
- Okay.
I'll tell you what you do.
You take this road here, right?
And you follow it down until you hit
a grove of trees on your right.
You take that.
Keep going until you hit Westcliff.
- It'll be a four-lane there.
- Westcliff.
Make a left on that and that'll
take you where you need to be.
- Okay. Thank you.
- Perfect. Thanks a lot.
And you know what? Man, I'd feel
a lot better if you just took this.
Thanks for staying out so late
and helping us.
Well, you just bought yourself
a $20 sparkly, then.
Because every day's
Owner makes me say that.
- Here you go.
- Oh, my gosh. Thank you.
- And drive careful.
- Okay, thanks.
Guess I ought to buy you
a box of those sparklers, huh?
So how far did he say
this Westcliff place is?
He didn't. And I can't even find it
on the fucking map.
- David.
- What, did we hit something?
- That's fucking...
- Yeah, probably another squirrel.
- You know, it was a fucking raccoon.
- Whatever.
I mean, Jesus Christ,
why do you have...
Oh, what the hell?
Son of a bitch.
Son of a bitch.
So much for being able to
drive it the whole way.
God. Perfect. No signal.
Damn it.
- Can't a car run without a fan?
- Evidently not.
Okay, give it a try for me, all right?
It's not gonna work.
Jesus Christ.
Would you just give it a try for me,
please, honey?
Goddamn it.
So how far back was the gas station?
I don't know. About a mile?
A long walk
in the middle of the night.
Yeah. I guess we could
just sit here...
...and hope some idiots like us
come along and give us a hand, huh?
I didn't get us lost.
No. You slept for 300 miles,
thanks to your Zoloft-Prozac cocktail.
Fuck!
Well...
...at least we know there's
someplace back there.
Oh, yeah, the guy that helped us
so much before.
Well, you know,
you could get another sparkler, Amy.
- Asshole.
- Whatever you say.
Grow a penis.
Never see stars anymore.
At least not in L.A.
Kind of nice out here, really.
I bet Charlie would have liked it.
We should've brought him
sometime.
We never went anywhere.
The job was always too important.
- Why do you do that?
- What?
Every time I mention his name,
you take a shot at me.
- Stop mentioning his name.
- I'm not like you.
I'd rather just remember him
and deal with the pain.
Okay, you know what, David?
Do what you want.
He said he was getting ready
to close, remember?
Shit.
Look, let's just go back to the car.
You can sleep on the hood and
stare up at the stars you love so much.
Maybe they'll know
where we can find the guy.
Oh, God.
You've got to be kidding me.
What is that?
- I want to go.
- No.
It's okay.
Let's go to the car.
What are you doing?
Don't ring the bell.
Sorry.
- Hey, folks.
- Hi.
How can I help you?
Everything okay back there?
- Can we just? Can we just go?
- It's okay.
Sorry.
Things get a little boring
around here late nights.
I believe that.
Say, there's a mechanic
at the garage over there.
He helped us with our car earlier.
You know him?
I think he's gone home for the night.
He'll probably be back
tomorrow morning.
I was wondering if you could
get in touch with him.
The car actually broke down
two miles back there.
We just walked up here.
I sure can't. I sure can't.
I'm sorry.
Do you know another garage?
There's Clark's...
...about 20 miles east.
- Okay.
May I borrow your phone?
I'd like to give them a call...
...see if they can maybe
come and give us a hand.
All I got's a pay phone,
right out there.
- That's great.
- Works on dimes...
...if you need them.
- Okay, I do.
It's real.
No, It doesn't have to be
exact change.
Thank you.
Trouble is...
...Clark's won't be open either.
Not this late.
So I guess I don't need these, huh?
Not if you need a garage.
Yeah. We do.
But like I said, guy over there
will be back around 8...
...if you can wait that long.
I'm sure he can get you running.
Meanwhile, I'm wide open here.
Shocking.
Okay. Thanks.
Well, we can either stay here...
...or we walk all the way
back to the car.
David, this is a fucking nightmare.
I don't know.
Yeah, we'll go ahead and stay here.
Thanks.
I'll give you two the honeymoon suite
for $5 extra.
It's got a few perks the others don't.
A regular room will be fine.
Thank you.
I'll give it for the same rate.
Well, whatever works.
Whatever's fastest.
All right, I'll give you my card.
We're not set up for plastic here,
friend. Cash only.
Okay. I got cash.
I guess you don't take dimes,
though, do you?
Just kidding around.
I'm gonna need to see ID
on one of you.
Sort of a deposit
on the room's contents...
Look, sir, we're... You can trust us.
We're not gonna steal anything.
I'm not lugging
a bunch of dirty towels...
...back to the car
in the morning, so...
I'm... I'm... I'm sure you won't,
but rules are rules.
I don't make them.
I'm just a manager.
Of course. Here you go.
It's right on the corner, Number 4.
Might have to jiggle the handle
to open her.
She's as sticky as an old whore.
- Right.
- Excuse my language, ma'am.
Y'all have a great night.
See you later. Thank you.
Oh, this is great.
Good thing we upgraded.
We've had our tetanus shots, right?
Oh, hey, if you wanna know
what's on March of '97...
...I got the answer.
I'm sleeping in my clothes.
I'm gonna sleep in my shoes.
I guess it could be worse, you know.
We could be in that twin bed
at your folks' house...
...trying to pretend like
we're a happy couple.
God, I should have
told my mom about us.
Why ruin their party, though?
I think the thing to do is just tell them
after we've signed the papers.
It felt really strange
to be at that party.
Watching them all celebrate
being together all those years.
How did it make you feel?
I don't know.
Tired.
Yeah.
I'm sorry.
Never should've gotten off
the interstate, either.
And miss our one last great
adventure together?
Yeah.
David.
Sorry.
Concierge.
Hello?
Hello.
There's no one there.
Jesus Christ.
What the hell is that?
Hello?
You heard that, right?
Don't touch that.
Who is it?
- Stay there.
- David, wait.
Yeah?
David, don't.
It's coming from
the room next door, Amy.
I know. Don't open it.
Yeah, what do you need?
Hello?
When we walked over here,
were there any cars in the parking lot?
Just check.
There's a truck.
It's probably the manager guy's.
I don't know what the deal is,
but it's a little late for this shit, okay?
So...
Close the door, David.
Close the door.
- Damn it. Why mess with them?
- I'm not messing with them.
I'm just trying to figure out
what they're doing.
Just wait there.
Who is it?
I don't know what your problem is,
asshole.
How long can they fucking
go on with this? Goddamn it.
Oh, David, don't.
I'm gonna call the manager
and tell him someone's bothering us.
Why don't you open the door?
Play some games?
I'll play some fucking games with you.
That's real funny, jerk-off.
- Lock the door.
- Where are you going?
I'm gonna go take care of this prick.
Everything all right, Mr. Fox?
No, because the asshole
in the room right beside us...
...keeps banging on the walls
and he won't stop.
You got any ideas?
- The room beside you?
- Yeah, Room 3.
I go over to talk to the guy
to get him to stop...
...but he just keeps doing it.
So I gotta say,
I don't know what his problem is.
Now, that is very strange
seeing as you folks...
...are the only guests
I got in here tonight.
Well, somebody's in there, okay?
And I gotta say, I'm pretty exhausted.
You sure it's Room 3?
Yeah, we're in the corner, right?
Number 4?
Well, it's the room right beside us,
with the big rusty 3 on it, okay?
- So I'm pretty sure.
- Okay, okay.
Every once in a blue moon,
a college kid or drifter...
...will sneak in through the window
for a good night's sleep.
The cleaning lady will find trash
on the floor or shit in the toilet.
Usually they don't cause much
of a disturbance, so...
- Well, this one is, okay?
- Let me go check it out for you.
And if those work,
I'd think about bringing one.
- I am ass-tired of shooting at crows.
- Give me a hand.
Fuck it.
It's okay.
So, what happened?
What did he say?
He just thinks it's some drunk.
He's gonna take care of it.
- Did you hear anything else?
- No.
I was hoping I would
and I'd know what they were.
I'm sure they just saw me walk
over there and then they took off.
Now we get to enjoy this luxury resort
in peace and quiet.
David, maybe we should just leave.
Just go back to the car.
I'm not gonna walk anymore tonight,
okay?
Let's just gut it out here
for a few hours.
We'll get the car fixed and we can
just get the hell out of here.
- Okay?
- Okay.
Okay.
You're not watching that right now?
Well, why?
Look, I'm just gonna unwind
a little bit.
And make sure the guy
from next door is gone.
You gotta take advantage of the perks.
It's worth the extra 5 bucks.
Or is it?
- God.
- Shit.
What is it?
- This bathroom's disgusting.
- Yeah?
- David?
- Yes?
That manager guy's definitely
gone over there?
Yeah, with a six-shooter.
He's gonna take care of it,
so just relax.
Gotta make sure his only two guests
are happy.
This looks like a real library
of classics.
Come on. One more.
Jesus.
Bet this really gets the
honeymooners in the mood.
Can you turn that off?
It's the last thing I need right now.
Well, the least they could do
is give us a little porn.
Can't you just mute it or something,
so I don't have to hear it?
You get the fuck out of here.
Susan!
What?
I told you to turn it off.
Just get away from us!
What is it?
David?
Do you see that room?
From the movie?
What about it?
- What movie is that?
- I don't fucking know.
Fuck me.
David, is that this room?
It sure looks like it.
This has to be
some kind of joke, right?
I mean, it can't be real.
That can't be real.
Steven.
No, get back here. Oh, God.
No! No!
Oh, my God.
What happened?
- It's okay.
- Oh, my God.
It's okay.
Help!
I'm calling the police.
- Shit.
- We gotta get out of here, all right?
All right, let's go. Wait, hold on.
Whoever was outside,
they heard the TV, right?
So they know we watched it.
That asshole put us in here
to watch it.
He was never gonna help.
He was part of it.
So they know we fucking watched it.
They know we're gonna try to run.
- Maybe they don't know we caught on.
- No, wait a second.
- He knows, okay? He knows.
- So, what now?
We'll climb out this way. Come on.
It's fucking nailed shut.
They'll hear you.
Let's just sneak out the door.
They're not just gonna let us
stroll out there and call the cops.
They're not gonna let us
sit here, either.
Fuck.
- David.
- What?
Did you bring this?
No.
- I didn't bring it.
- Didn't you bring that from the car?
No, I bled all over it.
I wouldn't have brought it.
I left it in the car.
- What's happening?
- I don't know.
Well, how'd it get in here?
I don't know.
Dim the lights.
What are we doing?
We're leaving.
Okay, when we get outside,
we're gonna go to the trees, okay?
Where they can't see us.
We gotta move fast, Amy. Okay?
Okay. Okay, we're gonna run
right over there, all right?
Just stay with me.
- Oh, my God.
- Come on.
- Fuck.
- Oh, God.
Come on.
- Get the bathroom window open.
- But it's nailed shut.
Just try, okay?
Turn off the light.
David!
They're out there, at the window.
I've got a gun. Get away...
...or I swear to God,
I'm gonna fucking use it.
Oh, God, leave us alone.
I don't see anybody.
- Well, they wouldn't just leave.
- No, they wouldn't.
David, don't. They were in there.
Okay. If they wanna come in here,
they're gonna come in.
It doesn't matter. We gotta find
another way out of here right now.
Fuck.
- I need to get to that phone.
- No, you're not going out there.
Listen, Amy. It's a real phone, okay?
It will help.
They're not gonna let you get to it.
Don't go out there.
Look, look. If we stay here...
...we're gonna wind up
like all of them.
Please.
Now, we know that they were outside,
watching that window.
If we can keep their attention on that,
it'll give me time to get to the phone.
Well, how can we do that?
Fuck.
Please hurry.
Come on, come on.
- 911 Emergency.
- Yeah, hello.
We need help.
Some people are trying to kill us.
Where are you located, sir?
Me and my wife are at this motel.
The Pinewood Motel.
It's near the mountains.
They've got us trapped.
Who has you trapped, sir?
I don't know. We just need help.
The Pinewood Motel.
Yes, sir. Do you have an address?
No, I don't. It's near some side road.
Jesus Christ, look it up.
You're going to need to settle down,
sir.
You'll never survive
if you lose control, Mr. Fox.
And you shouldn't be wandering
around in the dark by yourself.
- Did you get anyone on the phone?
- No.
- Why the fuck are they doing this?
- Listen.
It's getting light.
They're gonna want this over soon.
We need something.
What about the knife from your apple?
It's in the car.
Nothing in here.
This will have to do.
You're bleeding.
What do you think they're doing?
I think they're enjoying themselves.
You let me fall asleep.
- It was just because of your pills.
- I have to be awake.
No. Honey, I need you to stay there.
- What?
- They're watching you.
And they're listening.
I didn't want them to watch what I was
doing, but they need to see you.
So they don't think
we're trying to get out.
Okay?
- Wait, what are you doing?
- Going through the tapes.
They have cameras everywhere,
even outside. They edit them together.
Remember the screaming from the TV
the guy was watching in the office?
I'm sure it was one of these.
It's not enough they rob and kill
these people, they wanna watch it too.
Why are you watching them?
I'm looking for mistakes.
These people, they weren't smart.
They thought the room
would protect them and it won't.
They can come in
anytime they want.
They just watch until they get bored.
See? Right there.
It happens
in almost every one of these.
He just shows up.
Well, how'd he get inside?
He wasn't in here before.
He didn't come through the door.
I can't tell from the others,
but with this angle...
...right there.
It's the bathroom.
And that's where your apple
came from.
Just stay here.
David.
I saw lights. Someone's here.
- Come on.
- Wait.
We don't know who he is.
He's a ride out of this place.
Yeah, unless he's one of them.
What the fuck's he doing here so late?
Maybe he's lost. That could happen.
He looks like he's been driving
a long time. He's not one of them.
He could help us. Come on.
Wait. You can't go out there.
Help!
- Over here, sir!
- Help!
Hey, come here!
- He's coming.
- No, they won't let him.
He needs to get in the truck.
The truck. I'm gonna tell him.
- David.
- What?
- Fuck, no.
- No!
Turn around. Turn around!
Turn around. They're behind you!
Turn around!
Hey!
- Wasn't sure you were gonna make it.
- You got them?
Oh, yeah. Oh, yeah.
That's the good stuff.
- Oh, my God.
- Okay, come on. Come on.
- Okay, go.
- What's in there?
Go. Come on.
We can't go in that.
We don't know what's in there.
We don't have any choice.
Amy, we have to do this, okay?
Come on.
Just follow me.
I'll lead us out of here.
It's gonna be okay.
This is gonna lead us out of here.
- I can't. I have to go back.
- We can't, they're gonna be waiting.
- I can't breathe.
- Yes, you can, all right?
Just close your eyes, grab hold
of my leg. I'm gonna lead us.
It's not much further.
Come on.
It's okay.
- David, please. It's gonna fall.
- No, it's not. Come on. Come on.
Shit. Oh, fuck.
What? What's the matter?
- You can't scream, Amy.
- What?
They're gonna hear you
if you scream.
Okay? Just keep moving.
We're almost there.
What's that?
Oh, God.
Oh, God.
Shit.
I see something.
- What is it?
- Door, maybe.
Where are we?
This is what you get.
Where are we?
We haven't done anything to you.
Please, you could be my son.
You could be my son. Please.
Please, please, don't do it.
Please, don't. You can't.
Who are you guys?
You can have anything. Anything.
Please, don't kill me.
Help me.
Please don't. I'm begging you.
You can have money.
Let me get the door.
Please, no. Please!
Oh, God.
We're no better off than we were.
No, look, we're still alive.
Okay, there has to be something
in here we can use.
- 911 Emergency.
- Yeah, they're trying to kill us.
I need your name and location.
Okay.
- Well, they're out there somewhere.
- Ma'am?
Hello? I need your name
and location, ma'am.
Ma'am?
- Hello?
- Fuck!
Fuck! Fuck!
Get down there after them.
Bitch!
They're under us!
They'll find us in here.
Well, we can't try to run. Not yet.
We have to let them think
we got away, let them go after us.
Then we can try to run.
- What if they look in here first?
- Jesus, Amy. I don't know.
I'm doing the best I can over here.
I'm sorry. I'm sorry.
- No, I'm sorry.
- No, there's nothing to be sorry for.
- I'm the one that got off the interstate.
- No, I...
I mean for everything else.
I'm sorry about us.
And about Charlie.
I should've made sure
the gate was up.
I shouldn't have let him
near the stairs.
It's not your fault, okay?
None of it was.
It was an accident.
Please. You have to stop
blaming yourself, all right?
No one else does.
It's okay. It's okay.
Listen.
We just have to make it out of this.
All right?
Everything starts over
once we make it out of this.
All right?
Promise.
- It's the 911.
- Hold on. Hold on.
It could be one of them,
like the truck driver.
When you called 911,
you didn't tell them where we were.
Why would they be here now?
Well, maybe they traced the call.
Gosh. You sure it came from here?
It's just me tonight.
- And you run the place?
- Oh, yeah.
Then I won't disturb anybody
if I take a look around?
No.
No, no.
Haven't had a guest here
in three nights.
Slow season, huh?
Yeah, well, all four of them.
That happen tonight?
These goddamn kids.
Come around and vandalize stuff.
I just haven't gotten around
to cleaning that up.
- Been too busy with all the guests.
- That's right.
I probably should
look in these rooms.
Wrong keys.
Let me head back to the office.
I'll be right back.
- They're looking for us.
- Maybe he's here to help us.
No. He isn't. He wouldn't just
let him walk around like that.
Hello?
When I called 911...
...it was the guy from the office
that answered the phone.
He looks scared.
I think he has one of the tapes.
He's gonna leave, David.
He's leaving.
Help us!
No, wait, wait, wait.
Get in the car.
- Go.
- How many are there?
Three, I think. Come on, let's go.
What's the matter?
They're trying to make sure
we can't leave.
Well, I'm not gonna give them
a choice. Stay here.
Shit.
Get out.
Had to drag him into this,
didn't you?
You might as well have stuck
that knife into his back yourself.
Oh, my God, they killed him.
David, they killed him.
David, we're not gonna
fit through there.
Okay, they're going
around the other side.
If I can get in the office,
they keep some guns there.
- Okay, this is gonna work.
- What?
We'll leave them a trail.
Watch out.
Come on.
They'll think you made it out.
They won't look up here.
Come on, get up here.
Give me your foot.
Just get up there. You got it?
Okay. Go right over there.
Okay. Stay still.
What about you?
Go to the office
and get that guy's gun.
No, don't leave me here. Please.
I have to. It's only for a second.
All right? I swear to you.
Please, I don't wanna do this.
No. We have to.
This is our only shot.
You just gotta be really quiet.
You don't make a sound.
Whatever happens...
...just don't make a sound. All right?
We're gonna make it out of this.
Promise?
I promise. Now shut that.
Amy...
...I love you.
Oh, my God...
Come on, come on. Come on.
All right, get her out here.
Let's do this thing.
Go find her.
What the fuck?
God! God!
God. Fucking... God. Fucking bitch.
Fucking, fucking bitch.
Fuck!
You fucking...
Be still now. Be still.
Bitch.
Fuck!
You fucking bitch. Come on.
Get up there. Get up there, I said.
Get your head up. Think you
were gonna walk out of here, huh?
Fucking bitch. Put your head up.
Look. Should've killed you last night.
That's what I should've done.
I could've killed you last night.
I should've killed you last night.
Now shut the fuck up
and get your face up.
Get your face up. Hey. Hey. Hey.
You think you can fuck with this?
You think you can fuck with me?
Hey. Look at me. Look in my eyes.
Look at me. Look at me.
Look at me. Hey, look at me!
Fuck you!
Fucking bitch.
David.
Can you hear me?
I'm gonna get help.
Please, we need your help.
My husband, he's...
- What's your name and location?
- Amy Fox, at the Pinewood Motel.
I don't know the address,
but, please, you have to hurry.
An officer already responded
to that location.
And they killed him.
Please, you can't let my husband die.
Okay, someone's on their way.