Barry had been abused while at a nursery school. His father Ramon, a single parent, had to deal with the aftermath. Job demands left him little time to care for Barry and his older brother and sister. Fortunately, the therapist Dr. Coleman had an idea. Shannon, another of his patients, had recently lost her husband and young son in a car accident. Shannon was still struggling to recover while attending college. With summer vacation coming up, Dr. Coleman suggested that Ramon hire Shannon to help bring Barry out of his shell. Ramon owned a cabin on a mountain lake. Shannon would join the kids for the summer in this ideal setting for Barry's recovery. Ramon knew nothing about Barry's new special friends that protected him wherever he went.
With cousins arriving to share the cabin, the summer began with great expectations. In particular, sister Becky and teenage cousin Jason began spending a lot of time together. However, a few days later Jason had a strange experience and was almost drowned. He refused to talk about it. Becky alone knew what really happened, but who would believe her story? Meanwhile, Shannon missed signs that Barry's turmoil continued. Though she noticed the weird drawings Barry had made in his notebook, she attached no significance to them. At home, Barry had frequently talked to two invisible friends, and this continued at the cabin. However, his "Best Friends" seemed less friendly each day, and he began to realize that they had powers on their own. He could not control them. Worse, his friends now seemed intent on doing harm ...