Todd Bowden (Brad Renfro) is highly intelligent teenager with a taste for the dark side of things. He is particularly fascinated with human cruelty to other humans. While researching the Holocaust Todd finds some pictures of a Nazi war criminal who had not been brought to justice. This man bears the striking resemblance of a neighbor man, Arthur Denker (Ian Mckellen). When Todd confronts Denker, they strike up a deal. In return for Todd's silence about Arthur's real name and past, Todd blackmail's Arthur into telling him stories about the atrocities of his past. The more and more Arthur tells the more engrossed Todd becomes, and Arthur begins to change to the man he once was. Evil's darkness spreads over the two and culminates in murder.