Julia (Laura Regan) and Billy (Jon Abrahams) have been friends since childhood, but his recollections of those days are totally different from hers. He seems to be suffering from delusions that THEY are near. However, some of Billy's college friends (Ethan Embry and Dagmara Dominczyk) think that his fears could be only too real and try to find answers to the inexplicable things that begin to happen. Gradually, Julia has to believe that Billy is telling the truth.