 University of Illinois students Carter Smithson (Adam Pasen) and his two friends Angie Clemens (Hayley Maree Jannesen) and Jake Krups (Evan Dollard) are finishing up their semester. Carter has just landed a scholarship that may propell him into high esteem in acadamia, but Jake objects to the ideas that are taking him there. In the meantime, strange occurances are happening on campus. One night, out celebrating, they find themselves running from things that they aren t even sure are real.