A St. Louis cop, Mike Braxton (Sam Jones), receives an urgent call for help from his brother Tony (Nick Cassavetes), a small time thief in Los Angeles. Mike rushes to LA and finds that his brother has been murdered and his brother Tony's girlfriend gunned down right in front of him. Mike quickly learns Tony was a courier for an arms smuggler, Simon Stone (John Russell). When Mike meets Stone's lawyer, Samantha Richardson (Vanessa Williams), the two team up to bring down Stone's arms smuggling empire. However, Mike's infatuation with Samantha keeps putting them in greater danger.

During a Day of the Dead celebration, the dead come to life to prey upon the living. In the remote Mexican village of Santa Bonita, a nightmare lay buried for over a century. But when a group of hard-partying students from the OC are stranded in this strange town, they discover an innkeeper with a dark secret a sheriff with a shocking past and a holiday that demands the most horrific sacrifice of all. Now the ceremony can commence. The hordes of the undead have been unleashed. And on this day, an unstoppable feast of human flesh has begun!