Charlotte (Mittel) moves into a secluded hillside home with her boyfriend Howard (Gunn), and soon discovers she is pregnant. But her happiness is clouded by several strange occurrences - ghostly footsteps, disembodied voices, and the appearance of an eerie, faceless woman. The encounters become more frequent and disturbing, and Charlotte is shocked to discover she is suffering from a Dissociative Fugue which has caused her to forget everything from the last nine months. As she sets out to uncover what caused her memory loss, the events of the past blend into the present - threatening not only her life, but that of her unborn baby.