George Wagner (Sam Bottoms) moves his wife and family, including son Ben (Justin Gocke), to a new town, where he begins a real estate job for Angelo Romano (Craig Clyde). Ben, a high school freshman, doesn't seem to get along with his busy, somewhat distant father. He finds consolation with a mysterious young girl, Regina (Bettina Rae), and her Grammy (Sylvia Sidney), who are both thought by the townspeople to be witches. Ben soon believes himself bewitched by Regina, a secret he shares with his sister, Liz (Jamie Ballard), and he becomes more confident, making the school's basketball team and earning better grades, while still searching for his father's approval. Ben's snotty teenage sister, Susan (Elizabeth Shumway), who's trying to stay friends with the stuck-up rich girl Ashley Addison (Amy Allred), blackmails Liz into learning about Regina, causing a near-fatal accident when Liz follows Ben to the lake and tumbles into a stream.