Young Ryan Billings (Jesse James) has developed an intense fear of dark places. His older brother Dale (Kevin Zegers) refuses to take his new fear seriously, believing it to be a ploy for attention. When their parents (Linda Purl and Charles Powell) leave for a party that will last well into the night, Dale agrees to stay home to look after Ryan. A vicious storm that causes the power to go out, however, convinces Ryan that the dark evil he so fears finally has arrived. When terrifying events begin to occur, even Dale begins to understand Ryan's horror.