Ian Archer (Drew Van Acker), is suspended for fighting while defending another student. That night, while playing a video game he hears a buzzing noise and blacks out. He wakes up at a mysterious preparatory school called Tower Prep, with no idea on how he got there. When he tries to escape he meets CJ Ward (Elise Gatien), Gabe Forrest (Ryan Pinkston) and Suki Sato (Dyana Liu) who, with the exception of CJ (who has no memory of her life before Tower Prep), were sent there by their parents. They all want to escape and find out where they are. Unfortunately, their escape plan is thwarted by creatures in the forest called "Gnomes", which force them back to the campus. Later, Ian and his new friends pull a prank on Ian's initial roommates for messing with him. As the episode ends, Ian mentions getting a note that says "I'm scared, too...", But the group claims they didn't give him the note, leaving them wondering who did.

A number of personal items are stolen and Ian is blamed since some of the stolen property is found in his room. Because of this, he must defend himself in the school tribunal and must be shadowed all day by a school monitor. Meanwhile, Gabe, CJ and Suki work to prove his innocence. While Ian is in his room, he finds a secret entrance to underground tunnels, where he discovers that the real thief was using them to frame him. The thief and Gabe's roommate, Howard Gilmore, stole the items and tried to frame Ian out of jealousy.

The gang attempts to find out who wrote the message "I'm Scared Too", and discovers an older version of Whisper, Whisper 23. They believe Whisper 23 holds the answers, but when they turn her on she locks the room down and forces them to play a deadly video maze game where the loser is electrocuted. They are saved by a power surge which short-circuits Whisper 23, and it is later revealed that Whisper 119 wrote the message and caused the power surge.

Ian develops a rivalry with the Yellow buffer team and is offered a chance to join the red buffer team. Ian discovers that Coach History has a mysterious connection with the gnomes. In an attempt to learn what Coach History knows about the gnomes, Ian sacrifices his Buffer match in order to fight off the gnomes while CJ and Gabe steal evidence from Coach History about the gnomes. They then discover that the gnomes are really students at Tower Prep.

Gabe tells Ian about a fraternity at the school called the Rooks, who choose certain students each year to join their ranks, subjecting them to demeaning activities. Ian is the only one who makes it in. He learns that Jeremy (the Rooks leader) plans to sabotage CJ's dance, so he betrays the Rooks, only to be beaten up by Jeremy (who has a preflex ability, like Ian). However, Gabe stops the Rooks and Headmaster cancels the dance organized by CJ. Coach and Headmaster discuss Ian and the Corvus H-40 (an ability enhancing chemical taken by the Rooks) and it's revealed they were Rooks when they attended Tower Prep.