Myron Amberworth teaches paleontology at the local city college, but his job might go extinct from low enrollment. Only through what he believes is the fortuitous recruitment of two additional students, Dena and Knuckles, does he manage to keep his class. Dena and Knuckles are in fact members of a street gang known as the Scorpions. Their only motivation in enrolling is to heist the contents of a museum. But Dena enjoys her new life as a student, riling her father. He throws her out of their house in a fit of temper. Dena takes up temporary residence at Myron's run down apartment, much to the dismay of Myron's jealous girlfriend. Dena's father practically moves in himself to keep an eye on his daughter and an increasingly distraught Myron. As Dena goes 'good', Myron's colleague and department head goes 'bad', and entrusts a stolen gem to the unknowing Myron. Lilah Davenport, a journalist, is murdered while chasing down the stolen gem. Her ghost has fallen in love with Myron and searches desperately for a way to communicate the danger he now faces.