A young governess, Ann, is sent to a country house to take care of two orphans, Miles and Flora. Soon after her arrival, Miles is expelled from boarding school. Although charmed by her young charge, she secretly fears there are ominous reasons behind his expulsion. With Miles back at home, the governess starts noticing ethereal figures roaming the estate's grounds. Desperate to learn more about these sinister sightings she discovers that the suspicious circumstances surrounding the death of her predecessor hold grim implications for herself. As she becomes increasingly fearful that malevolent forces are stalking the children the governess is determined to save them, risking herself and her sanity in the process.