Three high school students make an incredible discovery, leading to their developing uncanny powers beyond their understanding. As they learn to control their abilities and use them to their advantage, their lives start to spin out of control, and their darker sides begin to take over.
Joel is stunned to discover that hs girlfriend Clementine has had her memories of their tumultous relationship erased. Out of desperation, he contracts the inventor of the process, Dr. Howard Mierzwaik, to have Clementine removed from his own memory. But as Joel's memories progressively disappear, he begins to rediscover their earlier passion. From deep within the recesses of his brain, Joel attempts to escape the procedure. As Dr. Mierzwiak and his crew chase him through the maze of his memories, it's clear that Joel just can't get her out of his head. So he starts smuggling her away into parts of his memory where she doesn't belong which alters other things about his memories as well…