Grace Rhodes is a medical student who returns to her hometown of Grand Island, Nebraska, to take care of her agoraphobic mother, June (Karen Black), who refuses to leave her yard. She is having recurring nightmares of being attacked by children. Grace also has to look after her younger siblings James and Margaret. She takes a job at Dr. Larson's local clinic, where she'd worked prior. James and Margaret become ill and show symptoms similar to those of the children in June's dreams. The next day, while working at Dr. Larsen's office, Grace notices that many other kids have the same symptoms. During the night all of the kids in town get worse as their fevers skyrocket. Suddenly it all stops and the fevers begin to drop.