The story revolves around Steve Kady (Jeremy Sisto) surveyor from Census Bureau in United States who visits Rockwell Falls a small village to inquire about the population of the town. The town has constant population since 1860. Bobby Caine (Fred Durst) local deputy takes him to the town and Mayor Grateman (Frank Adamson) arranges for his stay at the farm where Courtney Lovett (Charlotte Sullivan) and her mother lives. Soon Kady and Courtney falls in love with each other. Kady discovers that the situation in the village is not as simple as it looks. Every one finds this place to be perfect on earth and who ever questions it suffers from a secret disease. In the course of events ugly secrets of the village is revealed.