Charles Brady and his mother, Mary, are the last of a dying breed whose needs are not of this world. They are Sleepwalkers - able to stay alive only by feeding on the life-force of the innocent, but destined to roam the earth, avoiding discovery while searching for their next victim. That search takes them to the sleepy little town of Travis, Indiana, where beautiful teenager Tanya Robertson is about to become an unwilling pawn in their nightmarish fight for survival. A mother-and-son team of strange supernatural creatures move to a small town to seek out a young virgin to feed on.