A young woman goes to teach at the Ravenscroft Institute, a spooky old girls' school overrun by ants and staffed by some unusual types. Spurred on by a series of horrific hallucinations, she begins to investigate the mysterious disappearances of several students.

Robert Vaughn
as Dr. Gary Julian

Donald Pleasence
as Dr. Schaeffer

Karen Lorre
as Janet Pendleton

John Carradine
as Jacob Julian

Ginger Lynn
as Debbie

Nia Long
as Fingers

William Butler
as Tim

Janine Denison
as Shiro

Arnold Vosloo
as Ken Wade

Ashley Hayden
as Boze