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In St. Marks catholic boarding school for girls, the religious student Elizabeth is attacked by evil forces and disappears from the classroom and the impotent Father Drake is incapable of saving her. The school is closed and five years later it is reopened. Five troubled unwanted girls - Alex, Mara, the blind Cecilia, Leah and Connie - are left by their family in the institution, severely directed by the headmistress Miss Pearce with hands of iron. Father Drake is their teacher and the girls are forbidden to go to the mysterious third floor. When Alex has visions of the possessed Elizabeth, weird things happen in the spot and the girls have to fight against a legion of two thousand demons.

When the teenager Mary Elizabeth Cep, a.k.a. Lola, moves with her mother and two younger twin sisters from New York to the suburb of Dellwood, New Jersey, she has the feeling that her cultural and entertaining world ended. While in school, the displaced Lola becomes close friend of the unpopular Ella, who is also a great fan of the her favorite rock band Sidarthur. However, the most popular girl in the school, Carla Santini, disputes the lead role in an adaptation of Pygmalion with Lola and also the leadership of their mates. When the last concert of Sidarthur is sold-out, Lola plans with Ella to travel to New York and buy the tickets from scalpers. However, the girls get into trouble while helping the lead singer and Lola’s idol Stu Wolf, changing their lives forever.