Rebecca tells Sophie that she's taking Martin over to her place for a few nights, just as Martin walks up with his suitcase all ready to go. Rebecca gets into an argument with her mother when she finds out that Sophie has been neglecting to take her anti-depressants. Martin heads up to his room to pack some clothes (unbeknownst to Rebecca). When Sophie asks why Martin is home so early from school, he tells her that Rebecca will tell her why. Sophie opens the front door and welcomes Rebecca and Martin inside. Rebecca tells Martin that Diana isn't real. Rebecca stops walking and asks Martin where he heard that name. As they are walking, Martin tells her that Sophie has been talking to someone named Diana. Bret stays in the car as Rebecca takes Martin to the house. Bret drives Rebecca and Martin to Sophie's. He tells her that he hasn't been sleeping lately. It is revealed that Rebecca has a rocky relationship with her mother after her father abandoned her a few years before (Paul wasn't her real dad, but her step-dad). She and Bret meet with an official from Child Protective Services, who fills her in on what has been happening with Martin. Since the school cannot get a hold of Sophie, they end up calling Rebecca down to the school. The next day, Martin is in the nurse's office after he falls asleep in class for the third time in a week. On the other side of town, Martin's sister, Rebecca (Teresa Palmer), is hanging out with her boyfriend, Bret (Alexander DiPersia).

A few seconds later, the door handle to his bedroom begins to jiggle. Martin runs back to his room and locks the door. He looks back to see Sophie standing at the door of her room and also sees a creepy hand at the corner of the door as well. Did we wake you?' He begins to get scared, but Sophie tells him to go to sleep. When Sophie sees Martin standing by her room, she says 'I'm sorry. He makes his way through the hallway to her room, where it appears that she is talking to someone in the dark bathroom. A few days later, Martin is about to go to sleep when he hears what sounds like his mother talking to someone. His mangled corpse is dropped off somewhere on the other side of the warehouse. Paul prepares for it to attack, but he's suddenly pulled from behind into the dark. The handle on the door starts to jiggle as the figure tries to get in. Suddenly, the lights start flickering and eventually go off, leaving him in the dark. He locks the door and grabs a baseball bat. Paul takes off again, limping all the way back to his office. He pieces together that it cannot travel in the light, but only in the dark. He notices that it's standing right at the edge of the ground where the darkness ends. He gets up and sees the figure in front of him, standing in the darkness. As he passes through a small patch of darkness, the figure claws his leg, sending him to a lit part of the ground with a bloody gash. It does and now the figure is closer to him then it originally was. Paul swings his arms around the light to get it to come back on. Just then, one of the lights above Paul turns off, because it's motion-detected. It's crouched down a darkened area of the warehouse. Eventually, he comes across the same figure. So, he walks through the barely lit warehouse. As he is about to leave, he remembers what Esther told him about seeing someone. A little while later, he goes to lock up for the night.

He dismisses it and tells her to go on home. She interrupts him as he's in the middle of his skype call with his son, and tells him that she saw someone who then disappeared. She immediately turns the lights back on and goes to tell Paul. She does this two more times and on the fourth time she turns off the lights, the figure appears right in front off her. She turns the lights on and it disappears. She turns the lights back off and the figure reappears. She notices the figure and when she goes to turn the lights back on, it disappears. When she goes to turn off the lights in one of the rooms, a figure appears in the back of the room. Paul's assistant, Esther (Lotta Losten) is locking up the warehouse. Paul tells Martin that things will get better. Martin tells his father that his mother, Sophie (Maria Bello), has been acting strangely lately. The film opens with Paul (Billy Burke) skyping with his son, Martin (Gabriel Bateman), late at night while he's at work at a mannequin factory.

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