Charles Brady and his mother Mary move to a small Indiana town, having recently fled Bodega Bay, California after draining and killed a young girl there. They are sleepwalkers - they can change their appearance and they need the lifeforce from young women. Charles has picked out young Tanya Robertson, whom he meets at a local high school, as his next victim. He asks her out for a date and invites her home... however, she did not suspect his real interest in her. On their first date, a picnic at a nearby cemetery, Charles attempts to drain the lifeforce from Tanya for himself and his mother.