A young woman goes to teach at the Ravenscroft Institute, a spooky old girls' school overrun by ants and staffed by some unusual types. Spurred on by a series of horrific hallucinations, she begins to investigate the mysterious disappearances of several students.

Dr. Horatio Kane has been kidnapped, and is being forced to create an army of martial artists who will help take over the world. His daughter, Kandy Kane, enlists the help of Steve Chase (and a few of his friends) to rescue her father before it's too late.