Anna Veigh, (Leelee Sobieski) a recently qualified art therapist and teacher is finding work a tougher psychological challenge that she had anticipated. The offer of a new position minding two young orphans while their wealthy uncle is away on business seems to be a perfect escape.

Her new workplace is Bly House, a remote country estate with beautiful grounds and a small resident staff. Miles and Flora, the children, seem sweet and charming. Anna thinks that she has really "landed on her feet" after the rigors of her previous job. However, Anna’s perfect world quickly begins to fade as she makes disturbing discoveries. Miles, the boy, has been expelled from his school, for a sin so dreadful the headmaster refrains from discussing. Anna then learns that her predecessor in the job died in suspicious circumstances. To add to her unease, Anna begins to catch glimpses of unknown sinister figures lurking on the grounds, however everyone denies their existence. Anna soon learns that the unknown figures are those of two ex-employees of the house.

The only problem is that both employees are dead. Anna senses that the ghostly manifestations possess evil intentions. Not only is the psychological welfare of the children in deep jeopardy, but their lives and souls are also at risk. Anna is forced to confront dark secrets buried deep in her own psyche as she fights to cleanse the children’s souls of darkness, with terrifying consequences for all concerned.