While architect Alex Hurst (Guy Pearce) and his new girlfriend Kim (Katie Holmes) restore their Gothic mansion's period interiors, Alex's young daughter Sally (Bailee Madison) can investigate the dark corners of the estate. She begins hearing raspy whispers coming from the basement and her curiosity gets the better of her. She finally opens the door to an army of beady-eyed, sharp-clawed monsters. The horror is real and she and her family are in peril. She tries to warn everyone...but no one is listening.