Mourning her husband's recent death, Dr. Belinda Simpson (Sarah Jones) arrives in the tiny town of Sikeston to fill the post of town physician. Once there she discovers that many of the town’s residents, including children at an orphanage run by Miss Hattie Clarence (Cloris Leachman), have fallen ill or died from an unknown ailment. She soon wonders if she's in over her head, despite reassurances from her best friend Annie (Haylie Duff) and Lee (Jordan Bridges), the town blacksmith.