In the 17th century, the five families that settled the Ipswich colonies were endowed with
supernatural abilities by something called The Power. When one family tried to get more power,
it was banished. The remaining four families, in order to protect themselves, formed a covenant
that ensured their survival. In the present, the four descendants of the Covenant are good
friends. They’re Caleb, Pogue, Reid, and Tyler, known by the students of the Spencer Academy as
the Sons of Ipswich. Tonight they're together on the edge of a cliff and use their powers to jump,
allowing them to land safely and make a smooth entrance at the latest school bonfire. There,
Pogue’s girlfriend Kate introduces them to her new roommate Sarah, and newcomer Chase. A girl makes
fun of Sarah for being on a scholarship instead of being from a good family like everyone else here,
and when Caleb calls her out for it, Aaron comes in her defense. Aaron pushes Caleb to start a
fight and Chase cuts in to stop him, but at that moment Reid uses his powers and makes Aaron puke
to embarrass him. Suddenly the party's interrupted when someone announces that cops are on their way.
Everyone starts running away from the party, trying to escape through the woods. The girls
try to leave with Chase in Sarah’s car, but it won’t start. Reid offers to fix it and pretends to
look under the hood when actually he’s using his powers to take care of it. After they take off,
the four witches get in their own car and decide to have some fun. A police car starts pursuing
them at high speed through the woods, where the boys pull lots of crazy moves to dodge every tree
in the darkness. When they make it out of the forest, they find themselves driving very fast
in an open yet foggy field. They’re about to reach the edge of a cliff, so the boys begin using their
powers together as Reid accelerates and the car flies across the chasm, only to suddenly vanish
in the fog. The cops are disturbed as they jump to the wrong conclusions, but suddenly the boys’
car falls from the sky right behind the police car. The officers are too confused and shocked to
react, giving time for the boys to get away. When he gets home, Caleb finds his mother still awake.
She starts talking about Caleb’s father and says that she doesn’t want to lose Caleb like she lost
her husband, she also reminds him that the powers he got when he was thirteen will be a thousand
times stronger after his 18th birthday. The powers are too addictive and once he starts using them,
he won’t be able to stop, meaning he'll age faster until there’s nothing left. In the forest,
the police find an abandoned car, and inside there is a teenage boy that won’t respond. The
cops have to break the window and are shocked to see the boys’ eyes are completely white.
Back at the dorms, Sarah asks why Kate called the boys the Sons of Ipswich, and Kate tells her the
story of the five families, saying they’re “old money” without suspecting the truth. Afterward,
Sarah’s taking a shower when suddenly she hears the noise of something breaking and the light goes
out. Scared and nervous, Sarah goes to investigate and finds a broken lightbulb on the floor, not
noticing the mysterious floating form appearing behind her. The smoky ghost tries to touch Sarah,
but at that moment she turns around and gets startled, so she goes away. While Caleb's also
startled awake by a bad feeling, Sarah bumps into Reid, who goes to check the bathroom but finds
nothing in it. The following day, Caleb is driving and talking on the phone with Pogue. Caleb glances
at the passenger seat, where he left a newspaper with an article about the dead student in the
forest. Suddenly, the boy comes out of the paper in a rather creepy form that scares the heck out
of Caleb. When he looks back to the road, Caleb notices a giant truck heading straight to him.
The truck crashes head-on with Caleb’s vehicle, which explodes into hundreds of car parts flying
around past the truck, then the car debris comes back together to rebuild itself in an instant.
Caleb picks the phone up to tell Pogue that he just saw a “darkling” in the form of the dead
student and they agree something weird is going on. Later that day, Caleb stops by the pharmacy
and runs into Sarah, so he invites her to run errands with him. They drive by Putnam’s barn, and
Caleb explains that is where the original Ipswich colony was established. Eventually they pull up in
front of a huge old building that Caleb says was his family’s first colony house. At that moment a
shot can be heard from the house, but Caleb says it’s only the caretaker Gorman, who can be very
paranoid. Caleb leaves Sarah in the car while he goes into the house. Once inside, Caleb drops off
the medicine on a table and asks Gorman if certain wrinkly person in the chair needs anything else,
but Gorman says no. In the afternoon, everyone goes to a bar to have some fun, and the boys use
their powers to look under a girl’s skirt while they bet on the color of her underwear. While Kate
and Caleb dance together, Aaron starts a fight with Reid and Tyler, accusing them of cheating
during their pool game. They quickly take the fight outside and Reid and Aaron are ready to
throw down, but before things can escalate, the bar manager comes with a bat and tells them to
break it off. Aaron and his friend leave, and Caleb confronts Reid about using his powers in
front of people. Reid doesn’t like being scolded and grabs Caleb with too much magical strength,
so Caleb retaliates by magically pushing Reid into a pile of drums. Reid tries to counterattack by
tossing one of the drums, but Caleb's faster and throws an energy ball that pushes Reid away again.
Pogue and Tyler have to cut in and separate them before things get worse. After they leave the bar,
Caleb gives Sarah a ride back to the dorms and they share a kiss. Later that night,
a spider sneaks into Sarah’s room and walks on her face, slowly getting into her ear. Sarah wakes up
feeling something weird and when she pushes away the sheets, she’s disturbed to find the bed full
of spiders. She jumps on the floor only to find more spiders coming after her, one even walks on
Kate and enters her nose to then come out from her forehead. At that moment Sarah wakes up for real,
but she still feels afraid. Meanwhile Caleb can’t sleep and he gets a call from Pogue,
who explains he just saw the ghost too. The following day, Sarah goes to the library
to research witches and Caleb’s family history, discovering that the spiders she
saw are a common spell and that the witch hunts started in this town. After swimming practice,
Chase teases Aaron in the locker room by insulting his manhood, so Aaron responds by punching him.
Caleb tries to stop them before it gets worse, but Chase easily knocks down Aaron with just one move,
impressing everyone. Later in the evening, Caleb and Sarah go out again, and Caleb asks Sarah to
go to the Fall Fest with him on Saturday, mentioning it’s his birthday. Sarah accepts
before they share some passionate kisses in the car. At home when Caleb tries to go to sleep,
he’s disturbed when the ghost appears in front of his bed again only to disappear quickly. The next
day during swimming practice, Caleb and Chase have a race. At first they’re head to head, but
soon Caleb takes the lead. Suddenly Chase’s eyes turn black, revealing he also has powers and he’s
using them to make Caleb crash his head onto the wall. Caleb loses consciousness and seconds later,
he opens his eyes to see his friends staring down at him, telling him that Chase saved him
from drowning. Sometime later Chase is called to see the principal, who reveals they’ve found
Chase’s ID in the car of the dead student. Chase plays innocent and says he doesn’t know how it
got there. Now that Caleb has started suspecting Chase, in the evening he and Pogue break into the
admissions office to investigate Chase’s profile. They find out Chase’s parents died on his 18th
birthday and he was adopted, but his real surname is Pope. Before they read more, they hear a guard
approaching, and the boys immediately use their magic to float to the ceiling so the guard can’t
see them, but the papers from the file soon start falling, and they have to concentrate to make them
float too. Once the guard goes away, the boys get to escape safely. Meanwhile Sarah goes back to
her dorms and finds a note saying Kate went to the hospital. Sarah rushes to visit her friend
and the doctor explains Kate is having an allergic reaction to various spider bites on her body. Back
to Caleb, he and his friends go to an underground chamber where they keep the magical fire for their
covenant meetings. Caleb uses his powers to grab The Book of Damnation from a shelf, which contains
the names of all the people who brought witch charges against John Putman, the head of the fifth
family. Caleb tells the others that Goody Pope was one of Putnam’s accusers and that Putman came to
her in her dreams as an incubus after her husband died. As a result of this dream she had a child,
and they realize that Putnam’s family line didn’t die with him and that Chase is the
Fifth Son of Ipswich. At that moment Sarah calls Caleb and tells him that Kate is in the hospital,
mentioning the spiders. Caleb immediately guesses the truth and tells the group that Chase put a
spell of Creation on Kate. Furious, Pogue storms out of the room and grabs his bike to go looking
for Chase for revenge. As he drives down the road incredibly fast, he sees Chase blocking the
way and tries to run him over, but Chase uses his power to make him and the bike flip and violently
land on the ground. Chase explains he hurt Kate to get Pogue and that at the same time, Pogue is his
bait to get to Caleb. Moments later, Sarah returns to her dorm and is startled by Caleb at the door.
As soon as they sit down to chat, there’s another knock and Sarah is shocked to see Caleb again. It
turns out the Caleb inside is Chase under an illusion, and he immediately uses his power to
knock out Sarah and bring her to the bed, where a spider enters her ears and causes her veins to go
black. Chase reveals that he seeks revenge for his family line and wants Caleb’s powers after
he ascends on his 18th birthday. If Caleb doesn’t cooperate, Chase will kill Sarah and his friends.
The birthday will happen the following night, and Chase tells Caleb to meet him at Putnam’s barn
before midnight. He also admits he killed his own parents and the teen in the car. Then Chase makes
Sarah feel pain with his magic, and furious Caleb tries to attack, but Chase immediately
begins magically dragging him all over the bedroom until he tosses him at the bathroom mirror. Chase
admits he’s already addicted and thinks that adding Caleb’s power to his own will fix the
aging problem, but Caleb tells him it doesn’t work like that: it’s the body that wears down,
not the power. Caleb doesn’t believe him and reminds him to meet him at the barn before
kissing Caleb and magically repairing the mirror. When he’s about to leave, Caleb convinces him
to at least pause Sarah’s spell so she doesn’t die before tomorrow night. After Chase is gone,
Sarah wakes up and Caleb pretends she passed out when he told her Pogue was in an accident, and now
he’s in the hospital with serious injuries. The next day, they visit Pogue at the hospital, and he
tells Caleb not to go against Chase because he’s too powerful. Afterward Sarah begs Caleb to tell
her what’s going on, so Caleb takes her to meet his father William, who is the wrinkly guy under
the care of Gorman. He’s only forty-four years old, but he looks extremely old because he used
too much power and it consumed his body. Caleb tells Sarah the whole truth and convinces her
to let Reid and Tyler take her to the party while he confronts Chase. In the evening, once the trio
arrives at the party, Chase watches them from the top of a building. As soon as Red and Tyler get
distracted, Chase jumps down and kidnaps Sarah. Meanwhile Caleb is making his way to the barn
and a call from Reid tells him Sarah is missing. Suddenly Chase jumps onto the hood of Caleb’s car
and attacks him by making all the windows explode. Caleb gets out of the car and runs to the old
barn, where Chase's waiting with an unconscious Sarah to make sure Caleb keeps his end of the
deal. When Caleb refuses again, Chase floats up and throws a magical attack at Caleb, then he hits
him with some wood pieces from the barn. Caleb tries to retaliate with his own magical energy,
floating away whenever he’s attacked back, but Chase is too powerful and creates energy threads
that capture Caleb and bring him closer before he tosses him out again, making him hit lots of
the objects in the way. When Chase pushes Caleb once again, Caleb lands against a wood bean and
is stuck there as his body starts to glow - the clock indicates it’s finally his birthday and he’s
now “ascending”. After several seconds of energy entering Caleb’s body, he drops to the floor, and
he finally has the power to fight back properly. Now his energy attacks do hurt Chase and send him
flying through the barn, but this also hits a lantern and starts a fire. Next the boys begin
throwing objects at each other, but in a moment of distraction, Chase hits Caleb with an energy ball
again, then tosses him outside through the window. Chase proceeds to grab Caleb’s face and tries to
force him into saying the words of the spell that will transfer the powers, but Caleb has a strong
will and pushes him away to continue fighting in a fierce exchange of energy balls. In the meantime,
Caleb’s mom arrives at the old house to talk to William, convincing him that his life is
wasted anyway so he should do something for his son. William recites the spell and sends Caleb
his power. At the barn, lightning flashes, and Caleb receives his dad’s magic, making him more
powerful. Chase throws yet another energy ball at Caleb, but since he's stronger now, he catches it
easily and throws it back at Chase. The power hits Chase and passes through his body, causing him
to fly backward and get caught in the explosion caused by the energy ball hitting the fire in the
barn. Caleb goes back into the burning barn and after dodging a few falling beams, he takes Sarah
out just in time. At the hospital Kate and Pogue both regain consciousness as the spells disappear.
The next morning Caleb and Sarah are still at the barn telling the firefighters what happened. One
of the firefighters comes up to tell them that they searched the area and didn’t find anybody
else, which Caleb doesn't have an explanation for. Once the firefighters are distracted,
Caleb uses his power to fix the windshield of his car and then they drive off into the sunrise.