Medical student Grace Rhodes (Naomi Watts) returns to her hometown of
Grand Island, Nebraska to take care of her
agoraphobic mother, June (
Karen Black), who refuses to leave her yard. She is having recurring nightmares of being attacked by children. Grace must also look after her younger siblings, James and Margaret. She takes a job at Dr. Larson's local clinic, where she'd worked before. James and Margaret become ill, showing similar symptoms to those of the children in June's dreams. While working at Dr. Larson's office the next day, Grace notices that many other kids have the same symptoms. During the night, all of the kids' conditions worsen as their fevers skyrocket. Suddenly, the fevers drop. Local parents Donald (
Brent Jennings) and Sandra Atkins notice that their son Marcus is acting strangely. One night, a group of children descends upon the house, led by a
child preacher, and Sandra is murdered in front of Marcus. The police arrive and question Donald; Marcus flees into a field and is chased by the sheriff, whom the child preacher confronts and kills. A suspect in his wife's murder, Donald goes into hiding and is taken in by two elderly sisters, Jane and Rosa (
Marietta Marich). The children stop answering to their names and claim to be other people; longtime resident Dr. Larson recognizes the names they use as those of dead children from the town's history. One night, he is killed in his office by two children. When Grace arrives the next day, his body has vanished, and the children's blood tests reveal inexplicable signs of decay and death. June's recurring nightmares start up again—but she is not dreaming; it's all actually happening. She flees her house and drives away, spotting James entering an old barn. She follows him inside, and after which, the children gather at the barn. Grace decides to go to Dr. Larsen's house to find him. Donald hijacks her car and forces her to drive at gunpoint. They go to Jane and Rosa's house. Rosa reveals that the child preacher, Josiah, was the illegitimate son of a local woman. Traveling preachers took him in, and he became a gifted preacher. Over the years, Josiah stopped aging and never grew out of boyhood. The traveling preachers gave him over to darkness to stunt his growth, but when word got out, they abandoned him. Josiah killed the preachers, then the townspeople burned him alive and sealed his remains in a well. Meanwhile, Mary Anne, Grace's best friend and co-worker, is attacked and killed by Josiah. Grace and Donald return to the clinic and discover that Margaret is missing, but they learn that Josiah's weakness is
mercury. It is also revealed that Rosa is Josiah's mother. Margaret, James, Marcus, and all the other children gather at the barn and offer blood to Josiah. Despite being a
hemophiliac and at risk of bleeding to death from even a small cut, Marcus cuts his hand and offers his blood to Josiah, while Margaret offers Josiah her soul. Marcus collapses from blood loss, and Margaret is pulled into the pool of blood, from which Josiah emerges. Donald and Grace arrive at the barn and connect its sprinkler system to their supply of mercury. Donald fills two of his bullets with mercury and gives Grace the gun. Donald stops Marcus' bleeding, but the children try to kill him. Josiah attacks Grace, but she shoots him with a mercury bullet. She then finds the bodies of June and Dr. Larson. Josiah attacks her again, but she activates the sprinklers, which shower him with mercury. Grace then slashes him with his own scythe, finally killing him. The children stop trying to kill Donald and return to normal. Grace finds Margaret nearly drowned, but manages to revive her. It is revealed that Margaret is actually Grace's daughter and that she abandoned her with June as a teenager. After the victims' funerals, Grace, Margaret, James, Donald, and Marcus all move out of Nebraska. ==Cast==