Neon sign artist Joe Spelliner is leaving a party and drives away through the empty city streets. A dog runs across his path and he flips over and skids down the street to a halt. As he pulls himself halfway out, the clock chimes midnight. A crowd of people gathers around the car and ignore his pleas for help. Instead they move in closer and stare at him. When the ambulance arrives, the crowd breaks up and the barely conscious Joe watches them depart. He wonders where they all come from but the paramedics have no idea what he's talking about. When asks what time it is, they say it's just after 2 a.m.
Twenty-four hours later, Joe wakes up in the hospital and tells the doctor what happened. He notes that the crowd got there before the wheels of his car stopped spinning. The doctor tells him that the time loss is the result of his concussion and releases him shortly thereafter.
Joe is working in his studio at home when his reporter friend Morgan pays him a visit. They share a drink until they hear a car crash outside. Morgan goes to the window while Joe starts timing the event. As he goes to the window seconds later, he sees that the crowd gathers in 21 seconds. He runs down to the crowd and Morgan follows him, and Joe notices one woman. By the time he tries to point her out to Morgan, she's disappeared. Joe spots other people in the crowd that he recognizes from his own accident. He tries to pull them away and when they get angry, Morgan pulls his friend away. Joe wonders if they killed the woman in the accident. As the ambulance arrives, the crowd dissipates. Joe approaches a news reporter at the scene and offers to buy his photographs.
Back in the studio, Joe goes over the photos and tells Morgan that they were at his accident. He asks Morgan to get him photos of other accident crowds, and explains that they used up all of his air and intended to kill him.
Joe begins walking the streets, checking out accidents and taking video of the incidents. Morgan reluctantly provides him with video footage and Joe confirms that the same people are at 11 different accidents, often miles apart at all times of the day. Morgan is forced to admit his friend may be onto something, and Joe notices a figure that is at six of the accidents, a figure he can't quite make out. Joe then reveals photos of accident victims from the morgue. Each one is a person from the crowd. He figures they come back to haunt accident scenes, move the injured and steal their breath to bolster their ranks. Morgan wonders what Joe plans to do, and his friend explains he's going to try and meet them. Morgan warns him to let it go but Joe says he has to know. He doesn't care if they find out that he knows about them.
Joe and Morgan cruise the night, looking for accidents. Joe begins to hear whispering voices and finally tells Morgan to stop the car. He watches as one of the crowd arrives. The old man notices Joe and asks what he's doing there, and then turns and leaves without an answer. Joe insists on going after the man despite Morgan's warning. Morgan finally gives in and goes around the building to cut the man off while Joe follows him. He discovers another one of the crowd waiting for him up the alley. He approaches Joe, who runs back to Morgan's car only to find the old man waiting for him. Joe gets into the car and drives through the gathering crowd. He hits Morgan and then flips the car.
Joe pulls himself out of the car and runs toward the crowd, which have gathered around Morgan. He tells them to get away and shoves through, only to find his friend dead. As Joe stands up, he looks back and sees Morgan, now one of the crowd. Morgan stares at his own body and then walks away with the others from the crowd, leaving Joe alone.
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