- In order to protect his family, Dr. John Chambers must solve the town's deadly secret, which lives within the darkest shadows of the night.
- Not long after John Chambers and his family arrive at their new home in a small country town of Pennsylvania, John begins to experience sleep paralysis. Lying there paralyzed, trapped within his own nightmare, other-worldly beings visit John. They are entities which exist in the darkest shadows of the night and can only be seen out of the corner of one's eye. These encounters begin to haunt John, transforming to complete terror as he discovers the entities' sole purpose... the abduction of his seven year old son, Nathan
- Over his wife Christine's protests, Dean Booth takes a gun outside in search of the shadow people he claims are threatening his family. Upstairs in the house, the couple's seven-year-old daughter Emms vanishes from her bed.
Four Years Later - Dr. John Chambers moves his pregnant wife Heather and six-year-old son Nathan to the small town of Clarion. Nathan begins having encounters with a shadow man in his bedroom, which his parents initially dismiss as imaginary, while John starts suffering from sleep paralysis nightmares.
Having dropped out of college, John's grown son from his previous marriage, Ben, comes to stay at the house.
John and Ben are alarmed when they find Dean Booth asking Nathan where his daughter is while the boy plays alone in the woods. Police Chief Martin Collins responds, and assures the Chambers family that Dean is merely still grieving for Emms. John and Heather notice tow truck driver Annabelle Fletcher observing the commotion at their home from a distance.
Nathan follows a vision of Emms, who leads him to an abandoned railroad tunnel.
Ben takes a liking to convenience store clerk Nikki Collins, who is Annabelle Fletcher and Martin Collins' daughter, and the two teens begin a romance. John briefly confronts Annabelle outside the convenience store about being at his house the previous day.
While John and Ben are out driving, Christine Booth flags them down to come help her suicidal husband. John finds Dean Booth ranting about his daughter and the shadow people. Dean warns John to not let "them" see him or else they will come for him too. Dean tells John to protect his family, apologizes to Christine, and then shoots himself in the head.
Heather confronts Annabelle when she finds her at the elementary school asking Nathan about Dean Booth. Nathan sees a sketch of the shadowy hat man among Annabelle's things and identifies it as the figure who comes into his bedroom.
Ben and Nikki go on a date at the river. Nikki tells Ben about an abduction experience as a child. Ben tells Nikki how he died briefly, as he was in the same car when a drunk driver killed his mother.
Nathan continues seeing the shadow man in his room. John continues experiencing sleep paralysis nightmares.
Nathan goes into a trance and heads toward the tunnel. In the midst of a miscarriage, Heather sends Ben after Nathan. Ben gets his brother back home. Heather loses her baby.
Before leaving Clarion for good, Christine Booth tells John her suspicion that the town has been working against her family since Emms went missing. Christine gives John her husband's journal, which contains more sketches of the shadow man.
Ben picks up Nikki at an outdoor party, where he ends up in a confrontation with Nikki's ex-boyfriend Jimmy Perkins. Jimmy dares Ben to enter the railroad tunnel alone, which Ben does. Jimmy and his friend Darren sneak behind Ben and begin beating him, but a monster in the dark suddenly kills both bullies.
While John tries getting information out of him over a drink, Martin Collins is called to the crime scene at the tunnel. As Ben is taken into custody, John promises his son that their family will soon escape Clarion.
While Heather experiences sleep paralysis in the bathtub at the house, the shadow man comes to take Nathan. John returns home in time to resuscitate his wife after she drowns.
Responding to the report of Nathan's disappearance, Martin leaves Ben at the police station to go to the Chambers house. John confronts Martin with his suspicions about a conspiracy.
Nikki goes through her father's computer files at the station, triggering a childhood memory of being rescued after the hat man took her and two boys to the tunnel. The shadow creature comes for Ben in an adjacent room. Nikki uncuffs Ben in time to race to Annabelle's tow truck outside.
Annabelle takes Ben and Nikki to the Chambers house, where they interrupt a standoff and physical fight between John and Martin. After the confrontation, Annabelle takes John, Heather, Ben, and Nikki to the tunnel in search of Nathan.
John goes into the tunnel alone and is attacked by the shadow creature. Ben is held back from following when he hears his father's scream. John vanishes, but Nathan exits the tunnel and reunites with Heather.
John wakes in daylight and exits the tunnel. John returns home, but discovers he has become a shadow person and his family cannot see or hear him.
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