Jodie Lee Thompson (Michael Berry) is taking a trip to San Francisco from Austin, TX. Stopping at a small town for some supplies, the gas station attendant informs Jodie that there's a killer on the loose, and that a local farmer was recently murdered.
Jodie drives off, and eventually takes a detour through an area where some trees and a small pond are. While having some food, he is surprised to meet a young woman. She tells him that her name is Melissa Strickland (Emby Mellay). Melissa eventually invites Jodie back to her family's walnut farm, where he meets her parents Luther (Lee Amber) and Molly (Yvonne Winslow).
After dinner, Jodie prepares to go to sleep, when he is shocked when a wrinkled old woman with white hair and a badly scarred face appears in his room for a few moments. Jodie tells Melissa, who claims that he saw her Great-Grandmother, Lucinda. When Jodie inquires about her face, she explains that Lucinda was badly-burned as a young girl.
The next day, Jodie and Melissa go into town for some supplies. Going into one store, Jodie is surprised that alot of people are going out of their way to avoid Melissa. Melissa explains that this is because the townspeople say that she is a witch. Jodie finds this laughable and hard to believe.
On the drive back to the farm, Melissa offers to show Jodie where she does her witchcraft out of. Going to a small shed, the two talk over what Melissa's witch powers are, when Luther comes by. He doesn't give much information, but Melissa suspects that Lucinda has gotten out of the house again. Feeling something is wrong, Melissa asks Jodie to take her back to the house.
The two arrive in time to see Lucinda having killed a Sheriff's deputy, with Luther and Molly trying to restrain her. Melissa manages to calm Lucinda, and has Molly take her inside. Luther shocks Jodie when he takes the keys from his car, and puts Jodie in the barn, handcuffing him to a pipe.
As he is in the barn, Jodie's thoughts return to the gas station attendant who claimed that there was a killer in the area who had killed a farmer recently, and Jodie now feels that Lucinda is the killer.
Melissa comes into the barn to talk to Jodie, who insists that they should have turned Lucinda into the police some time ago. Melissa claims she can't do that, and she has to take care of the family, claiming they are cursed. Jodie refuses to believe this as well.
Later on that evening, Jodie is allowed dinner and goes to his room in the house. Melissa goes to the shed, and through her powers, coaxes Jodie to dream a certain dream:
In it, Melissa is a young woman, in the 19th century. She is seated with her sister Lucinda and their parents reading a Bible, when some townspeople come carrying torches, and chanting 'burn the witch!'
The father goes out to see the villagers who claim that a plague has struck their village, but left the Strickland family without any problems. The villagers then say that this is due to Lucinda being a witch, and soon after drag her from the house and burn her on a pyre.
Melissa pleads for anyone to help her, when a strange wind is heard, and a voice asks Melissa if she will accept the Devil in exchange for the saving of her sister. Melissa agrees, and is able to put out the fire. She then lays curses upon the villagers who run off.
Melissa is then seen untying her sister who has been badly burned.
Jodie then goes to the shed where he finds Melissa. Through discussion, Melissa explains that she sold her soul to the Devil in exchange for saving her sister's life. This resulted in her staying youthful-looking for 127 years, but due to the deal, Lucinda aged and goes through her violent attacks.
Even with everything he is told, Jodie still claims that he can't believe it all, but does love Melissa. Suddenly, Lucinda appears at the door, intending to kill Jodie. Melissa then causes her sister to catch fire, and she and Jodie escape from the shed before it burns to the ground.
The next day, Jodie is given the chance to leave. He promises Luther he will not tell what he saw, but still refuses to believe what Melissa said was true.
Jodie drives off a ways, but then has second thoughts, and turns back. Heading back to the pond and forested area, he finds Melissa waiting there. Jodie tells her that he still loves her, even if the Devil is inside her soul. They then make love, and Melissa tells Jodie that his love has set her free.
However, this comes with a price: having freed Melissa, she has now begun to age to what she really is, and will now die. Jodie then calls upon the Devil, and gives his soul for Melissa, returning her to her youthful form, and now sharing in the curse that has fallen over the Strickland family.