When newcomers Charles (Brian Krause) and his mother, Mary (Alice Krige), settle into town, the local residents do not suspect that they're shape-shifters looking to feed on the town's virgin girls. Charles quickly befriends innocent and chaste Tanya (Madchen Amick) when he begins attending high school, hoping to take her life force in order to feed his mother. When Tanya agrees to a first date with Charles, she may learn his true intentions the hard way.