A lonely boy named Danny Garrison befriends Ben, the leader of the colony of rats trained by the late Willard Stiles. Ben becomes the boy's best friend, protecting him from bullying and keeping his spirits up in the face of a severe heart condition.
However, things gradually take a downward turn as Ben's colony becomes violent, resulting in several deaths. Eventually, the police destroy the rat colony with flame throwers, but Ben survives and makes his way back to Danny. Danny tends to the injured Ben, determined not to lose his friend.
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