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Three college students who have known each other since high school are entering a special independent study in psychopathology, under the supervision of Professor Adam Whitney (Douchan Gersi). Each is given different assignments that they are not supposed to discuss with others: Miles (James Duval) is building and installing monitoring devices; Noah (Nathan Bexton) is watching horrific case studies; Dale (Denny Kirkwood) is monitoring Miles and Noah. Noah inevitably snaps, and he doesn't seem to be the first; a previous group of Whitney's students had their own issues. And it seems that Whitney's goals don't just involve the study of the human mind, but attempts to control them.