Based loosely on 'Shadow over Innsmouth'.
When young history professor Russ is called upon by his sister to execute their late mother's estate, he is reunited with boyhood friend Mike, and with his father, the charismatic leader of a New Age cult. While exploring his memories, Russ wanders into a warehouse where hundreds of names are listed on the walls. As he sleeps that night, he dreams of a stone cudgel and awakens to find a cudgel in his motel room; the town drunk warns him that it is an instrument of sacrifice. A young liquor store clerk enlists him to help find her brother, whom she believes has been taken by the cult. Russ's aunt, who has been living in an asylum, tells him that his mother left a message hidden in her house.
Looking for answers in the warehouse, Russ is taken on an unbelievable journey through the small town's ancient, subterranean origins. When he escapes, he and Mike find the girl's brother murdered. Russ begins to believe preparations are underway for a mass sacrifice, and engages the attentions of a seductress in order to obtain information. He is raped and arrested for murder on the eve of the May Festival. The stakes are raised when Russ discovers that the cult intends to take over the world by raising anthropomorphic creatures from the sea.
The film ends with Russ and his best friend/lover being held by the cult, as Russ's father orders him to choose between the man he loves and the life he has been called to lead in his father's church.
- By pure coincidence, a ship called 'The Alert' was in the docks turning filming. Its the same name as a yacht in the story 'The Call of Cthulhu'.
- Rumor has it, Tori Spelling was hired on the strength of her 'Innsmouth Look'.