Niagara, Wisconsin has had its share of secrets, none bigger than the large, brick building that sits in the center of town. Closed more than a decade ago, the school district decides to renovate it and hold classes there once again. Nobody remembers what happened there before, and are oblivious to the signs that all might not be right with the old building until it's too late. When a teenage girl's laughter echoes through the hallways, bad things start happening to the kids and faculty within. School is in session, but not everybody is going to get a passing grade.