
In a rural town in Texas, go-go dancer 'Cherry Darling' (Rose McGowan) decides to quit her low-paying job and find another use for her numerous 'useless' talents. She runs into her mysterious ex-boyfriend 'El Wray' (Freddy Rodriguez) at the Bone Shack, a BBQ restaurant owned by JT Hague (Jeff Fahey) and his sheriff brother (Michael Biehn). Meanwhile, a group of military officials at a nearby US military base, led by the demented Lt. Muldoon (Bruce Willis), are making a business transaction with a scientist named Abby (Naveen Andrews) for mass quantities of a deadly biochemical agent known as DC2 (codename "Project Terror"). When Muldoon learns that Abby has an extra supply on hand, he attempts to take Abby hostage, and Abby intentionally releases the gas into the air. The gas reaches the town and turns most of its residents into deformed bloodthirsty psychopaths, mockingly referred to as "sickos" by the surviving humans. The infected townspeople are treated by the sinister Dr. William Block (Josh Brolin) and his possibly abused, unfaithful bisexual anesthesiologist wife Dakota (Marley Shelton) at a local hospital.