Andrea (Virginia Madsen) is a teenage girl that has won a scholarship to Ettinger, a formerly all-male boarding school. She leaves behind her boyfriend Barry (James Wilder (actor)) in the hopes of scholastic achievement, but soon discovers that things are not as they seem at Ettinger. Andrea finds that her friends are slowly changing from regular teenagers into personality-less drones. Some investigation shows that the school's faculty has been harvesting life-sustaining chemicals from the student body, which results in them becoming seemingly perfect students that are only focused on doing well in school and obeying rules. Andrea is spared from this fate by one of her professors, Philo (Richard Cox (actor)), who takes pity on her due to her resemblance to a former lover. Along with her boyfriend, Andrea discovers that the staff uses classical music as a way of stabilizing the students. Philo gives her a tape to play over the loudspeaker system that he claims will stop the faculty and students from capturing her and turning her into a zombie, only for her to lose it while she is chased by the school's students. With nothing to lose, Barry plays a tape of rock music in its place, which accomplishes the desired task of stopping the students and saving their lives.
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