Record store owner Chris leaves his shop in the hands of a good friend while he heads to Elaine, a small town in upper Michigan, to meet his girlfriend, Agnes, for her recently deceased mother's funeral. Strangely, a single train is the only way into town. Even stranger, Agnes is nowhere to be found there. As Chris searches for her, more and more questions come up. Why is he suddenly having recurring nightmares? What's the deal with the fire-and-brimstone preacher on the local TV station? Why is almost every woman in town named Elaine? And why can't he leave?