Cassie (MELISSA SAGEMILLER) is a high school graduate who's now headed off to Middleton College with her best friend, Annabel (ELIZA DUSHKU). Accompanying them on the drive is Sean (CASEY AFFLECK), Cassie's boyfriend, and Matt (WES BENTLEY), Annabel's boyfriend who just so happens to be Cassie's ex.
After arriving at the college, the four decide to attend a wild dance party off campus, where Cassie has an unsettling run-in with an odd, masked fellow. That doesn't prevent her, however, from eventually making out with Matt who asked for just one last good-bye kiss before heading back to Harvard. Sean is understandably jealous upon catching them in the act, and on the way back to Middleton at night and in the rain, they end up getting in a bad accident where he's killed.
Several weeks later, Cassie is still trying to cope with that loss, with Annabel and Mat -- who's decided to stay at Middleton -- doing what they can to help her through this trying time. That soon becomes harder to do as Cassie begins having odd visions, not only of Sean as if he's alive, but also of the masked man and an accomplice who seem determined to harm her.
As she finds Annabel's new androgynous friend, Raven (ANGELA FEATHERSTONE), somewhat creepy, and confides in a local, compassionate priest, Father Jude (LUKE WILSON), who tries to help her, Cassie tries to figure out what's going on and begins to question her sanity when the visions increase in number and intensity.