After his wife is found dead in the bathtub, Manhattan psychologist David Callaway (De Niro) decides to take his traumatized child, Emily (Fanning), to live in a big, gloomy country house upstate. The shadow of the twisty backyard woods--or something darker--soon creeps over the house and Emily finds a weird friend named Charlie, who her father believes is only imaginary. Charlie likes to play games, and is also very jealous of anyone who tries to come between Emily and her dad, like an attractive local divorcee (Elizabeth Shue) and Emily's New York psychiatrist (Famke Jannsen).