 Out of the darkness, the Grim Reaper appears in a graveyard among headstones and gargoyles. Elegantly cloaked, but masked by shadows, his eyes burn yellow as he tells us we all have a little evil inside us. Take Zach Kincaid... A lonely and intense 14-year-old horror movie junkie, Zach (Chauncey Leopardi) is a good kid but a little confused as a result of his parents  recent break-up. Perhaps for this reason, he often tends to stretch the truth. His friends, J.T. Heffernan, a computer geek, and Gabrielle "Gabe" Lattanzi, a lovely, intelligent athlete, humor Zach, but know just how much to believe. On the way home one weekend, Zach becomes lost on a deserted subway platform. When he stops for directions he is attacked, but rescued in the nick of time by Valentine (Ron Silver), a self-styled vegetarian vampire from the turn of the century. Finding cold comfort in Valentine s assurance of protection, Zach runs for the first available train. Unfortunately, he steps onto the Undead Express, which is full of vampires who are not, apparently, vegetarian...