In 1965, after burning down a tree in her yard, rebel teenager Heather Fasulo (Agnes Bruckner) is sent to the boarding school Falburn Academy in the middle of the woods by her estranged mother Alice Fasulo (Emma Campbell) and negligent father Joe Fasulo (Bruce Campbell). The headmistress, Ms. Traverse (Patricia Clarkson), accepts Heather in spite of her father's bad financial condition. The displaced Heather becomes close friends with Marcy Turner (Lauren Birkell), while they are maltreated by their abusive classmate Samantha Wise (Rachel Nichols). During the night, Heather has a nightmare of a student named Ann, covered in blood, and hears voices that seem to be coming from the woods. The next day, Marcy tells Heather that Ann was taken to a mental institution after attempting to commit suicide, and that she'd been covered in blood.
With the help of Marcy, Heather eventually learns to adjust to her new school, even having fun at times and making more friends. Ms. Traverse subjects Heather to special tests to see if she is "gifted," telling her that it is all part of her scholarship to the academy. The girls tell Heather a spooky story about the history of Falburn, which includes three young redheaded sisters who arrived at the school and turned out to be witches, killing the headmistress before leaving to the woods. Meanwhile, Samantha continues to torment Heather, who comes to despise her and fights back. Ann returns from the mental institution, and Heather finds her one day, rocking in her bed. Ann reveals that she is afraid she will be taken by the witches. She says she is cold, so Heather climbs on a trunk to try and close the open window over Ann's bed. A low fog rushes into the room and knocks Heather down, twisting her ankle, and she is taken to the infirmary. The next day, Heather finds Ann's bed empty, her place filled with dead leaves. She witnesses the headmistress lying to the police about Ann's disappearance, remarking that she is being taken care of.
This leads her to become suspicious and she tries to talk to Marcy about it. But Marcy acts strangely, and is shadowed by one of the teachers. Soon after, Heather finds Marcy's bed empty and covered in leaves. Later, she is confronted in the woods by Samantha, who reveals that she has actually been trying to protect Heather with her antics. She tells Heather that the school is led by a coven of witches who want to take all of the girls away. Samantha explains that she has called Heather's father to help her escape and that the milk is poisoned. The girls are both caught by a school mistress, who promptly takes Samantha away. Samantha is later found hanging from a long noose in the cafeteria. When a police officer comes to investigate, Heather tells him of the missing students. The officer confronts the headmistress, but she claims that the girls ran away. Another mistress "leads" the officer into the woods to find the girls, where he is killed by the living vines of a tree.
Heather's parents show up to take her home, though the headmistress tries to persuade them otherwise. On the way home, their car is mysteriously flipped and Heather is knocked unconscious. Alice is dragged out of the car by a living vine and kicks Joe in the head, knocking him out. Heather and Joe wake up in a nearby hospital. Before they can reach each other, Ms. Traverse has Heather dragged away, then slits her own hand and forces her black blood down Joe's throat, which puts him into a catatonic state. Heather returns to the school in despair. She drinks the milk that evening, but later vomits it back up, finding tree bark in it. Back at the hospital, Joe wakes up and vomits up Ms. Traverse's black blood, which also has tree bark in it. He quickly escapes and goes to find Heather. That night, Heather begins to hear voices again, and when she attempts to leave, a living vine captures her.
When she awakens, she is wrapped in vines in a large foggy room, next to Ann and Marcy, who are also held captive. All of the teachers appear and reveal themselves to be witches. Ms. Traverse is their leader, and she explains that their spirits have been trapped in the woods all these years, and they need to inhabit the bodies of young women to escape their imprisonment. Heather appears to be the centerpiece of her plan because she has the strongest powers among the gifted students. Heather is coerced into completing the ritual, and the vines begin to mummify all of the girls in the school. Before it can complete itself, Joe breaks into the room with an ax and begins to kill the witches. Heather breaks free from the vines and grabs the ax, proceeding to chop all of the witches into pieces. Heather and Joe then leave with all of the girls, walking down the road into the daylight as the school burns in the distance behind them.
The end of the movie states that Falburn Academy burned to the ground in 1965, while the surrounding woods were strangely left untouched.Agnes Bruckner as Heather Fasulo
Emma Campbell as Alice Fasulo
Bruce Campbell as Joe Fasulo
Patricia Clarkson as Ms. Traverse
Rachel Nichols as Samantha Wise
Lauren Birkell as Marcy Turner
Kathleen Mackey as Ann Whales
Jane Gilchrist as Ms. Cross
Catherine Colvey as Ms. Leland
Marcia Bennett as Ms. Mackinaw
Cary Lawrence as Ms. Charevoix
Colleen Williams as Ms. Arbor
Gordon Currie as The Sheriff
Melissa Altro as Barb (as Missy Altro)
Maia Balestriri as Jen (as Maïa Balestrieri)
Maggie Castle as Tracy
Amber Cull as Mara
Montreal:Film studio Cité du Cinéma
Reviews for the film were positive. The film received a 69% "fresh" rating on Rotten Tomatoes.