School teacher Jim Norman (Tim Matheson), his wife, Sally (Brooke Adams), and son, Scott (Robert Hy Norman) return from Chicago following Jim’s nervous breakdown, to Stratford, CT where he grew up. At the age of 9, Jim had witnessed the murder of his 11-year-old brother, Wayne (Chris Demetral) by a group of three punks who were later killed when their car was hit by a train. While teaching at the local high school, Jim’s favorite students are dying and their places in class are being replaced by the spirits of the three who blame him for their death and have come to avenge it on its anniversary. Jim is coming under suspicion and is unable to convince the authorities that his students have been murdered as they think his breakdown is affecting his judgment and so he must face the killers alone. In order to defeat them, he must face the demons of his present and his past.