A lonely boy befriends the rat that leads the swarm of trained/telepathic rats found in Willard. This rat, whom the boy names Ben, becomes the boy's best friend and keeps his spirits up in the face of bullying. However, the balance of power between the human and rat begins to shift, with Ben beginning to control the boy and the swarm becoming increasingly irrational and violent. Eventually, the police destroy the rat colony, but Ben survives.

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