Barret Michaelson (Robert DiPatri) is having a bad first day at his new high school - he is badgered, ridiculed, and nearly beaten up. He finds an unlikely ally in local loner Ryan Walker (Eion Bailey), an intelligent but misanthropic youth with a dark family past. A friendship quickly develops, but Barret begins to worry as Ryan's philosophical ranting turns increasingly violent. When Barret does the unthinkable and makes peace with the local teenagers Ryan so despises, Ryan loses all control and attempts to drag Barret down into his world of hatred and destruction- and Barret must find a way to escape...