In the small town of Devil's Kettle, Minnesota, the story focuses on two girls who are best friends. One of them is Anita "Needy" Lesnicky (Amanda Seyfried), a blond-haired, nerdy, substantially unpopular, "plain jane" student. The other focus is on Jennifer Check (Megan Fox), a beautiful black-haired girl who is a cheerleader on the school's flag team.
One evening, Jennifer has Needy accompany her to a local bar, where an Indie Rock Band named Low Shoulder is playing. During the performance, the bar catches on fire, and Needy and Jennifer just barely escape from being killed in the fire. Upon escaping, they are accosted by the band who seem to have made it out okay. However, Needy watches as the band members lead Jennifer to their van, before driving away, with Needy watching as the remains of the bar collapses to the ground in a fiery inferno.
Needy eventually makes it home where she finds a note from her mother whom is working evenings. Needy calls her boyfriend Chip (Johnny Simmons), and explains about the disaster. However, she soon encounters Jennifer in her home: clothing torn, and bleeding. Things get even stranger, as Needy watches Jennifer tear into a raw chicken in her fridge and give an otherwordly roar at her, before spewing up a black substance all over the floor. Jennifer further terrorizes Needy when she throws her against a wall asking her if she is scared of her. Jennifer then runs out the front door leaving a bewhildered and frightened Needy behind.
The next day, the tragedy of the bar fire has captured the town, with many in the local high school feeling the tragedy. Key among them is the high school football captain, whom Jennifer leads into the nearby woods after school. Later on in the day, a teacher at the school finds the captain's remains, and the town is rocked by the additional tragedy.
A month passes by, Jennifer begins to look a little pale and gaunt. As Needy watches, Jennifer catches the eye of the school nerd Colin Gray (Kyle Gallner), and asks him to meet her at her house.
The next evening, Needy spins time with her boyfriend Chip, while Colin goes to meet Jennifer... only to find her at a still-in-construction house in a deserted neighborhood. Chip meets Jennifer whom in an upstairs room of the underconstruction house which is lit by various candles. It is here that Jennifer suddenly transforms into a white-eyed humanoid creature kills and 'eats' Colin, as Needy has a shocking vision that causes her to panic as Chip makes love to her.
Needy leaves her boyfriend's place, and drives away, only to encounter Jennifer walking like an animal across the road, before jumping onto her car's windshield. Needy returns home, only to find Jennifer sleeping in her bed. Jennifer then kisses Needy, which turns into a hot make-out session, which causes Needy to verbaly snap over what is going on. Needy orders Jennifer to leave, but Jennifer instead confesses what happened to her on the night the local bar burned down....
In a flashback sequence, the band Low Shoulder drover Jennifer out into a forested area, in hopes to offer her as a Satanic sacrifice, in exchange for fame and fortune. During the band's discussions, several wondered if Jennifer really was a virgin, and she said she was (in hopes that they would let her go). Using some instructions they downloaded off the internet, they spoke an incantation, before stabbing her with a knife, which was then thrown into a whirlpool off the nearby Devil's Kettle Falls.
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