Davey Osborne (Henry Thomas) is a neglected 11 year old boy. He is lonely since his mother's death and immerses himself in the game "Cloak and Dagger". His friend Kim (Christina Nigra) often plays with him. Out at the mall with Kim, Davey witnesses a murder, and receives a top secret item from the murder victim. Davey tries to contact the police, but it told he is making it all up. It is then up to Davey to evade spies seeking the secrets he carries. His only help comes from Flack, an imaginary character from the "Cloak and Dagger" cames to life. Despite the help, Davey finds himself conflicted with Flack's cold and calculating methods. Can Flack help Davey to survive, without giving up his soul?