Just out of prison, Billy Walker returns to El Paso to find his mom dying of liver failure but low on the transplant list. However, the border offers other, darker options.
Psychically attuned youngster Carol Anne is sent to live in Chicago with her Uncle Bruce and Aunt Pat, and the supernatural forces that have haunted her previously follow her there.
Posing as baby photographers, a group of three incompetent villains kidnap a wealthy baby and have a harder time keeping hold of the rascal, who not only keeps one step ahead of them, but seems to be more than a little bit smarter than the three bumbling criminals.