Emily Jenkins (Renée Zellweger)
is a social worker living in Oregon who is assigned to investigate the family
of Lillith Sullivan (Jodelle Ferland), a troubled ten-year-old whose school
grades have declined due to an emotional rift with her parents, Edward and
Margaret Sullivan (Callum Keith Rennie and Kerry O'Malley). Emily suspects
that the parents have been abusing Lillith for her lack of obedience and begins
to investigate the family further, questioning Lillith about her parents and
planning a visit at the family's home. When Lillith is interviewed by Emily's
boss and is too intimidated to answer his questions honestly, Emily visits
Lillith at her school and gives the girl her home phone number, telling her to
call if she is being hurt or needs help.
Her suspicion is later confirmed
when Lillith calls Emily in the middle of the night, informing her that her
parents are coming to kill her. With the help of Detective Mike Barron (Ian
McShane), Emily intercepts and captures Edward and Margaret before they can
incinerate Lillith by trapping her in their home oven and baking her alive.
Lillith is originally going to be
sent to the children's home, but she begs Emily to look after her instead, and
with the agreement of the board, Emily is assigned to take care of Lillith
until a suitable foster family comes along. Two weeks after Lillith moves in
with Emily, a boy named Diego (Alexander Conti), another one of Emily's cases,
brutally murders his parents in the middle of the night, and Detective Barron
informs Emily that somebody phoned Diego the night before the crime, and that
the call originated from her home.
As she is suspected of
involvement in the incident, Lillith undergoes a psychiatric evaluation by
Emily's best friend, Douglas J. Ames (Bradley Cooper). However, during the
session, Lillith asks Douglas what his fears are and begins to subtly threaten
him by turning the questions around and beginning to evaluate him. Douglas
conveys his discomfort to Emily and says that he will call a specialist in the
morning to help with Lillith's evaluation. During the night Douglas receives a
strange phone call at his home. A mass of hornets, which Douglas had previously
told Lillith that he was afraid of, begin to fly out of his body, and he grows
hysterical and kills himself.
After speaking to Diego and
attending Douglas' funeral Emily becomes more suspicious of Lillith than her
parents, and visits the asylum where Edward and Margaret are being kept under
custody for their attempted murder of Lillith. Margaret is hysterical and
unable to see visitors but Edward reveals to her that Lillith is far from human
and is actually a Succubus-like demon who feeds on emotion, and is capable of
causing deadly hallucinations based on her victims' fears. Their attempt to
kill her had been an attempt to save themselves and others, and that she is now
feeding off of Emily's kindness and goodness and that Lillith will bleed her
dry before moving on to her next victim.
Edward also informs Emily that
the only way to kill Lillith is to get her to sleep, which she rarely does.
Shortly after Emily leaves the asylum Margaret hallucinates that she is on fire
and Edward is stabbed in the eye after attacking a fellow inmate who spoke to
him in the voice of Lillith. After Detective Barron receives a strange phone
call in his home from Lillith he arms himself to help Emily. However, as he is
on his way to Emily, Lilith makes him hallucinate that he is being attacked by
dogs and he fatally shoots himself in the head with his shotgun.
After realizing that her closest
colleagues have been eliminated and that the rest of her cases will be next,
Emily serves Lillith tea spiked with a sedative and waits for her to fall
asleep. While Lillith is asleep, Emily douses her home in gasoline and sets it
ablaze, hoping to kill Lilith. However, Lillith, upon discovering Emily's plot,
escapes unharmed.
A police officer offers to escort
Emily and Lilith to a temporary place to sleep but as Emily is following the
police cars, she suddenly takes a different route. Driving recklessly and at a
high speed, to scare Lillith, the girl forces Emily to relive her childhood
memory of her mother driving fast in a rainstorm and a truck overturning in
their path. Emily fights the memory, telling herself that it is not real and
the image fades, leaving Lillith herself confused that her illusions no longer
scare Emily.
Emily crashes through a gate and
drives the car off a pier into a lake. As the car sinks, Emily struggles to
lock Lilith (now in full demon form) in the trunk by folding the rear seats
back against her and drowning her. Emily exits the car and swims away but
Lilith grabs her leg through a hole in the car's tail light section. Eventually
Emily breaks free and Lilith lets go as the car continues to sink. Emily climbs
back ashore and watches the water to assure she is really gone. The film ends
with Emily smiling, relieved to finally be rid of Lilith.

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