Fleeing an abusive boyfriend, Kenzie Moore and her two small children seek refuge at the Sunrise Bed & Breakfast, a secluded inn run by her estranged grandmother, Shirley. While there, Kenzie and her children promise to follow one simple rule: stay away from the third floor, where its bedrooms house a pair of reclusive old women. Though the inn seems an idyllic place to start anew, Kenzie quickly discovers something malevolent not only lives under its roof, but moves within its walls.

When Shirley is called away and the kids are mysteriously stricken ill, a torrential storm further isolates the family and brings forth something out of the darkness, something whispering for Kenzie to "kill the children."

It all culminates in a terrifying game of cat and mouse, where Kenzie must battle both new and old demons while trying to prevent an unimaginable horror from taking place on the floors above.