It's a gray, wet winter in southern California, and Phil Ainsworth is alone. The sudden death of his young wife has left him shaken, and he gets eerie sensations as he roams around the big, old house he inherited from his mother. He's sure he's seen people snooping around his property, by the old well that, in this wet weather, always seems ready to overflow. How much is real and how much is in his head? That's the question.

A late-night phone call brings more bad news: Phil's sister has died, leaving her ten-year-old daughter Betsy an orphan and naming Phil as guardian. It seems like a bad time to bring a child into this unhappy house, but Phil had always promised he'd take care of Betsy - and now she's all the family he has left.

What he can't know is that Betsy is a very special child. She has the ability to sense the powerful emotions of the past, to hear voices of the dead, and to see the uncanny powers that are closing in around this house...