Set in the 1820s, the story centres on beautiful young Alice Maybell (Naomi Watts). Orphaned as a child, Alice is brought up by the local squire, Fairfield, Derek Jacobi. When she comes of age it becomes clear that Squire Fairfield has designs on Alice but is dismayed that Alice and her secret love, the Squire s eldest son Charles 'Iain Glen' plan to elope. Aided and abetted by Charle's younger brother, Harry 'Jack Davenport' the young couple flee to Carwell Grange, escaping the furious Squire. At the mysterious and gloomy Carwell, Alice begins to realise that the Fairfield men are not all they seem. She then becomes plagued by nightmares about a macabre, amorphous being stalking her. Horror eventually gives way to tragedy and Alice, now a mother, becomes embroiled in the dark secrets of the family s past and the evil ambitions of its present.