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 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.

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