Recently divorced Tess Waters is an attractive young professional woman and mother of Emily, her precocious six-year-old daughter. Tess cannot understand why her ex-husband, Josh, who obviously still cares for his ex and madly loves his little daughter, had to spoil their marriage by having a torrid affair with another woman.
There’s certainly no love lost between Tess Waters and the “other woman”—Josh’s now live-in girlfriend, the mysterious and highly sexual Gillian. Indeed, Tess assumes that her divorce has been caused by Josh following the compulsions of his…“lower” brain, rather than his primary one. Indeed, Josh does seem mesmerized by the beautiful Gillian, who seems to be able to anticipate and fulfill his every desire. But, as the relationship between Josh and Gillian starts to become more serious, simmering tensions between Tess and Gillian, and resentments concerning raising Emily boil over.
Suddenly, Tess’ home begins to be subjected to a bizarre infestation of flies. The infestation quickly spreads and soon Tess and her daughter are fighting for their very lives and souls against a powerful supernatural force that seeks to destroy them.
Someone’s hiding a dark, deadly and ancient secret, and Tess’ chance meeting with a small band of runaway teens living on the streets, one of who’s a practicing Wiccan witch, seems to offer their only hope of survival. Can this strange alliance between street-teens and soccer mom be sufficient to defeat a relent and implacable unearthly enemy and the nightmarish dark surge of ravening deadly insects under its control that threaten to engulf them all?