Dahlia Williams (Jennifer Connelly) and her 5-year-old daughter are ready to begin a new life together. But their new apartment — dilapidated and worn — suddenly seems to take on a life of its own. Mysterious noises, persistent leaks of dark water, and other strange happenings in the deserted apartment above send Dahlia on a haunting and mystifying pursuit — one that unleashes a torrent of living nightmares.