Kaylie (Brooke Anne Smith) is a beautiful high school senior who doesn't quite fit in. She's got a dark sense of humor, and a somewhat warped view of life that isolates her from most of her peers. Her best friend Daphne (Nikki Limo), on the other hand, is incredibly popular. It's Friday night, the night before Halloween, and Daphne has asked Kaylie to fill in and babysit for her at the Payton household. Daphne claims to be sick at home with the flu, but, unbeknownst to Kaylie, she's really headed out for a night on the town.