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Anna (Emily Browning), an obedient daughter, is devastated when her ailing mother dies in a fire, even attempting suicide. After a period of mental rehabilitation, Anna is allowed to return to her long-abandoned home, where her writer father Stephen (David Strathairn), her close sister Alexis (Arielle Kebbel), and her mother's former nurse Rachel (Elizabeth Banks), who is set to become her stepmother, await her. During this time, Anna repeatedly sees her mother's haunting and terrifying apparition, while her friend Matt (Jesse Moss) claims to have witnessed everything that happened on the night of the fire. All signs point to Anna's mother's death not being an accident, and the sisters naturally suspect Rachel as the murderer. Not long after, Matt is killed. Dark clouds once again loom over Anna's family. Thispitiful and nearly broken girl wanders lost between reality and illusion...