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In Los Angeles, after their baby is born dead, Lori Brandon's husband Frank decides to take a job in the small town of Lilith, in order to get Lori away from painful memories, and despite the approval of her doctor, Lori has misgivings about the move. When she questions Frank, he is oddly reticent about discussing his new position in a toy manufacturing firm, but says that the owner of the company, Mr. Cato, was interested in learning about Lori. On the four-hour drive to Lilith, the Brandons see an oncoming car swerve off the cliff and burst into flames. Greatly troubled, Lori walks down to the burning car and finds nearby a strange rag doll with a woman's picture attached to its head. After the police arrive, Lori and Frank resume their journey, but she takes the doll with her. Just outside Lilith, when their car stalls, Frank walks ahead, leaving Lori behind. While she waits, Lori hears the mesmerizing sound of a man intoning a prayer and climbs a hill to the site of an open grave, where a group of robe-clad people have gathered. Looking into the open casket, Lori sees the already decaying corpse of a young boy. Shocked by the sight, she finds herself suddenly alone on the hill near a gravestone. After Frank returns, Lori, who has returned to the car, tearfully relates her experience, but he suggests that she imagined it. They then drive to a bridge leading into Lilith, where an armed guard at a roadblock checks them before letting them pass and Lori wonders aloud if the guard keeps people in or out of town. At a welcoming dinner provided by Cato, the older man talks about his company, telling Lori that his workers "create magic," rather than toys. Boasting of a huge personal library, Cato lends Lori a book he calls a " Grande grimoire " about the black arts, but Lori says she has no interest in the book or its subject. That night in their new house, Frank scolds Lori for being rude to Cato, but Lori questions why Frank was offered an unusually large salary to work for him. The next day, Lori discovers that Cato, who rules the museum-like town, is the only resident over thirty. Lori recognizes one woman, Priscilla, from her experience at the gravesite. Although Priscilla denies being on the hill, she says that Cato's son was buried there and adds that Cato believes his son is only "resting." Priscilla recognizes the doll Lori found as belonging to Jennie, who was moving away from Lilith when she died in the car accident the Brandons witnessed. Lori feels a special kinship with another resident, Georgette, who says that she and her husband will be leaving soon, because she is pregnant and Cato does not want any children in town, an attitude he developed after his own child died. In the evening, when Lori relates what she has learned to Frank, he admits that some of the toys at the factory are "weird" and agrees that they should leave. However, the following day Frank convinces Lori to remain one week, so that he will be able to leave with the company's blessing and a month's pay. Against her inclination, Lori agrees to attend a party Cato holds in their honor, where Dr. Jay, one of the residents, says that "pleasure is the cardinal rule." After the party, Lori realizes that Frank really wants to stay, and has a frightening set of visions, during which she drops a glass and cuts her foot. On her way to the clinic the next day, Lori is intrigued to find a young boy on a park swing. Priscilla walks up and claims not to see the boy, and then mysteriously compares Lori to Jennie, who she says did not leave until it was too late. While bandaging Lori's wounded foot, Jay invites the Brandons to dinner with him and his wife Nancy. That night, when Frank and Lori arrive, the home is dark, but then a light switches on and they are admitted into the house, where a decadent party is in progress. They are invited to join the town's coven, of which all the residents are members. Next, when Lori awakens in bed, she sees the boy standing nearby, and, after experiencing several terrifying visions, sees the boy again at the park swing. Lori later confronts Cato, telling him she will not become a witch. She accuses him of believing he is a god, but denying it, Cato admits only that he covets a god's power, which is to bring back the dead, and adds that Lori will help bring back his son. Soon after, Lori learns that Georgette has had a miscarriage and recalls how she lost her own child. In Cato's book, Lori discovers a ritual for resurrecting the dead and proceeds to Priscilla's shop to talk with her. Alone there, she finds ritual tools and a room decorated for a satanic ceremony. Appearing out of the shadows, Jay informs her that she is standing in the magic circle where a new witch will soon take her sacred vows. Lori responds that she is leaving and has guessed that they want her to take part in a spell to bring back the dead, which will require a living person to replace the deceased in his grave. Confirming her suspicion, Priscilla appears and adds that afterward Cato will allow the people in town to have children. Upon spotting a rag doll bearing a picture of Georgette's face, Lori realizes the coven cast spells to cause the miscarriage of her friend, as well as the fatal accident of Jennie. After she returns home, Lori tries to call Frank at work, finally connecting with Nancy, who tells her that he was sent to Los Angeles on business, although, in truth, he is in bed beside her. Feeling betrayed that Frank would leave her behind in Lilith, Lori throws the doll in the fireplace and in the flames sees visions of herself. Lori receives a phone call from a repentant Priscilla, who warns that Frank has become a witch and says that she wants to leave with Lori. Lori walks to the river, where she is supposed to meet Priscilla, but finds her drowned body near a doll bearing a picture of her face. In quick succession, Lori finds herself willingly initiated into the coven and swearing allegiance to Lucifer. As part of a rite, she stabs a man wearing a ceremonial bull's head and afterward discovers that she has killed Frank. While secretly praying to God, Lori fastens her picture to a doll's head and joins the coven at the hilltop grave. She watches the decaying corpse turn into a healthy young boy and is then forced into the casket. With Lori screaming inside, the coffin is lowered into the grave. Frightened out of her sleep, Lori awakens in her Los Angeles home, just after the death of her baby, and realizes that recent experiences have all been part of a horrific nightmare. Frank consoles her, but her relief is shattered when the telephone rings and Frank is offered a job in Lilith.