When night falls, the group sets up camp, after which a foul smell hangs in the air. A stranger in a pickup truck visits their campsite, shines his lights and refuses to leave or address them until Nick smashes one of his headlights. The next morning, Wade discovers that his car's fan belt is broken.
Carly and Paige wander into the woods, where Carly tumbles down a hill and falls into a pit filled with rotting animal carcasses. After rescuing her, the group meets a strange, rural man named Lester, who offers to drive Carly and Wade to the nearby town of Ambrose to get a new fan belt, while the rest of them go to the football game.
The two arrive at Ambrose, which is virtually a ghost town. Unable to find an attendant at the gas station, they wander into the church, disrupting a funeral. There, they meet a mechanic named Bo, who offers to sell them a fan belt after the funeral. While waiting for the services to end, Carly and Wade visit the 'House of Wax', a wax museum which itself is made of wax and is the central feature of the town.
The gas station does not have the right size fan belt, so they follow Bo to his house. Inside, Wade is knocked out by Bo's twin brother, Vincent, who is wearing a wax mask to cover his disfigured face. Outside, Carly realizes Bo is the one who visited them the night before, after noticing his car's broken headlight. She runs to the church for help, but finds out that it is populated only by wax sculptures.
Bo captures Carly and brings her to the cellar of the gas station, where she is restrained and her lips are glued. Meanwhile, Vincent strips Wade naked and straps him to a chair, where he is both injected with and covered in molten wax. Nick, Dalton, Paige and Blake realize they will not arrive at the game in time and return. Nick and Dalton arrive in Ambrose to find Carly and Wade.
Nick visits the gas station, where he questions Bo about Carly's whereabouts. When she tries to gain Nick's attention, Bo cuts off the tip of Carly's finger, but she uses the blood from her finger to open her glued lips apart and screams for help.
Nick fends off Bo and frees Carly. Meanwhile, Dalton finds Wade, who is still alive but unable to move because of the wax. Attempting to peel off the wax, Dalton realizes that he is unintentionally removing Wade's skin in the process. Vincent finds Dalton and slashes Wade's face with a machete, killing him.
After a chase through the museum, Vincent catches Dalton and beheads him. Meanwhile, Nick and Carly realize that all of the town's inhabitants are real people covered in wax; Bo and Vincent have been luring people in and covering them in wax to make the figures look more realistic. At the campsite, just as Blake and Paige are about to have sex, Vincent arrives and kills Blake, after which he chases Paige to an abandoned sugar mill where he kills her. Nick and Carly return to the house to find Wade and Dalton.
It is revealed that Bo is the "evil" twin and Vincent is the "good" twin; following their parents' death, Bo has been controlling the more mild-mannered Vincent through physical and verbal abuse. After a chase, Carly beats Bo to death with a baseball bat. Nick unintentionally sets the House of Wax on fire and the wax figures start to melt, as does the entire museum.
Enraged by his brother's death, Vincent chases Carly to the top floor, but Nick attacks him, allowing Carly to stab him. His body falls through the floor and he lands on top of his brother Bo's corpse. Carly and Nick escape the House of Wax as it melts to the ground. The next day, the police arrive and report that Ambrose has been abandoned for ten years when the local sugar mill failed. As Nick and Carly are taken to a hospital, the Sheriff learns that Mr.
Sinclair had a third son. From inside the ambulance, Carly sees Lester who is supposedly the third brother who smiles and waves goodbye as the ambulance van leaves the town.