When young history professor Russ is called upon by his sister to execute their late mother's estate, he is reunited with his boyhood friend and with his father, the charasmatic leader of a New Age cult.

While exploring his memories, Russ wanders into a warehouse where hundreds of names are listed on the walls.

As he sleeps that night he dreams of a stone cudgel and awakens to find a cudgel in his motel room.

The town drunl warns Russ that it is an instrument of sacrifice and a young liquor store clerk enlists him eto help find her brother, who she believes has been taken by the cult.

Russ' aunt, who has been living in the asylum, tells him that he mother left a message hidden in her house.

Looking for an answer in the warehouse russ is taken on an unbelivable journey through the small town's ancient subterranean origins.

When he escapes he and Mike find the girl's brother murdered. Russ begins to believe preparations are underway for a mass sacrifice and engages the attentions of a sexy seductress in order to obtain information.

Raped and arrested for murder on the eve of the May Festival the stakes are raised for Russ - maybe higher that the world has ever known.

Starring: Jason Cottle, Scott Patrick Green, Cara Buono, Tori Spelling