Sister Katherine (Tina Krause) fled to the church seeking comfort from the scars of ritualistic abuse as a child by a cult attempting to get her to host the spirit of Lilith—Adam's first wife and the mother of all demons. While supervising a senior college retreat, her students, Mary, Clareese, Michelle, Jackie and Tiffany, are given an assignment to research various pagan beliefs and compare them Catholic figures. Despite the efforts of three Arch-Angels, lead by Savy (Mickey Rooney), the girls ignore the warnings not to toy with the occult. When the girls accidentally summon Lilith, all hell breaks loose. Lilith attacks them in their dreams, in order to consume their souls, turning their secret desires, passions and memories into deadly nightmares.