The woman Eleanor Lance (played by Lili Taylor), who is nearing her forties, is living a chaotic life. She has sacrificed her happiness to take care of her bed-ridden mother for more than a decade. After her mother passes away, her sister Jane (played by Virginia Madsen) schemes to take her property. In desperation, Eleanor sees an advertisement in the newspaper for volunteers for a sleep study, and attracted by the compensation, she decides to sign up. Joining her in the application are Theo Donahue (played by Catherine Zeta-Jones) and Luke Sanderson (played by Owen Wilson). Under the guidance of the organizer, Professor Marrow (played by Liam Neeson), they arrive at a manor that has existed for over a hundred years. The manor is not only historic, but it also has a history of numerous mysterious deaths. The eerie and ominous atmosphere of the place makes Eleanor and the others feel uneasy, and the strange and bizarre events give them a sense of foreboding. It seems that great danger awaits them ahead...