Growing up can be hard, especially when you have mixed feelings about a fellow sixth grader. Tommy Starr is drawn to Mark Harmon, but despite Mark's magnetic personality, he has a dark side as well. On Halloween, Mark displays terrifying telekinetic and other abilities that frighten Tommy and make him decide never to see Mark again.

His father also doesn't want Tommy to see Mark. Still, Tommy disobeys him, choosing to remain Mark's friend. Soon, government agents discover where Mark and his own father have been hiding. They pursue Mark, determined to harness his powers for the military. As the two boys run, they grow ever closer until a climactic event changes Tommy forever.