The film opens with a young girl, Lilly Sullivan (Jodelle Ferland) sleeping in bed and her parents opening the door, peering at her. We then cut to Emily Jenkins (Renee Zellweger), a social worker, working with a family telling a father to stop the cycle of violence. She has 38 active cases and her boss, Wayne (Adrian Lester), drops a 39th case on her. The case is Lilly. Emily drives home and checks her messages. Her friend, Doug (Bradley Cooper), leaves a message telling her that she needs to go out for drinks. She meets him at a club. He’s a psychologist and says he is totally in her head. Emily is worried that she might be totally full of it when she talks to these downtrodden families. Doug offers to have a fully physical relationship with her if she doesn’t feel like an actual intimate relationship. He gives her another month and says that’s it and it’s over, jokingly. She says she’s just too busy with work to be with anyone right now.
The next day, Emily goes over to the Sullivan house and meets with Margaret Sullivan (Kerry O’Malley), Lilly’s mother, who is unprepared for the Child Services visit. Emily tries to get Margaret to get Edward (Callum Keith Rennie) up from the basement for the meeting. He says he has nothing to say but she is insistent. He eventually comes up. Lilly is showing signs of neglect and it is assumed to be from family problems. Eddie won’t speak to Emily directly and answers through Margaret. He says there are no problems in the family.
Emily tells Wayne that the father is really weird and scary and she knows that something is happening to the girl but they legally can’t do anything about it. Wayne brings them in and talks to them. Edward talks and acts completely normal, despite Emily trying to confront him about why Lilly falls asleep in class and why her grades have fallen. Emily decides to talk to Lilly directly, alone. Lilly tells Emily that her parents hate her and that they go into the cellar and talk about sending her to Hell. When put in front of an audio microphone, she won’t repeat it because Edward walks by the window threateningly. She goes back home with her parents.
Emily hands the case over to Detective Barron (Ian McShane) to help out because she’s desperate. Barron won’t get involved unless there’s actual evidence of a crime. At the Sullivan house, Lilly spies on Edward working on something in the basement. Emily visits Lilly at school to let her know she’s doing whatever she can for her. Lilly asks her if she disappears, will Emily look for her? Emily gives Lilly her home phone number and if she’s scared to call her. She promises to get her out of there.
Later that night, Lilly calls Emily and tells her she’s afraid and that they’re waiting to get her. Emily tells her to escape but she falls asleep. Emily rushes to her car and drives over the Sullivan house. Edward and Margaret sneak into Lilly’s room and find her sleeping underneath her bed. Emily calls Barron as she swerves through traffic. Edward carries an unconscious Lilly into the oven and they close it. She awakes and busts out, knocking Margaret back. They duct tape her mouth and drag her back into the oven. Emily and Barron arrive in front of the house. Edward and Margaret shut Lilly behind the oven door and tape it closed. Barron tries to bust the front door open as Edward and Margaret watch Lilly cook in the oven. Emily gets into the kitchen and frees Lilly. Barron is attacked from behind by Edward. Margaret picks up a knife and sneaks up on Emily. Barron knocks the both of them out. Emily cradles a crying Lilly.
At trial, the judge decides for the two to get a psychiatric diagnosis. This angers Emily who feels these people are just bad and should just be thrown in jail. At the hospital, Doug is talking to Lilly and tells her that what happened is not her fault. Doug wants to put her in group therapy so she opens up. Emily tells her the good news that she can leave tomorrow. But she’ll have to go to a state home until they find her good parents. She wants to live with Emily but it’s not allowed. The next day, Emily drops Lilly off at the state home. She doesn’t want to stay there and wants to live with Emily. Emily tells her it won’t work because she works too much and she’s just not mom material.
Emily thinks it over and decides to take Lilly in herself until they can find a permanent home for her but she has to give up the case due to conflict of interest. Emily tells Lilly the good news and, soon, she moves in. Emily goes to the Sullivans’ old house to pick up a few of Lilly’s things. Emily goes into the parents’ room and finds an elaborate lock system on the door and evidence that they blockaded the door with the cabinet.
Doug and Emily talk over Lilly’s case. He sees no problem with her going back to school. At work, Emily finds out that one of the kids from her other case, Diego, killed both his parents. She rushes to the crime scene where Barron waits for her and tells her what happened. Diego took a tire iron, locked all the doors and windows, and slaughtered them in their sleep. It took 3 men to subdue the ten year old. Emily visits Diego in prison where he sits on his bed and cries. Later, Doug talks it over with Emily and tells her that she can’t save the world. It was a family in crisis and the odds are always against her.
Emily and Lilly take a walk on the beach and she asks Emily about her parents. She didn’t know her dad and her mother had problems. Lilly can tell that she doesn’t like to talk about it. At home, Emily finds out that Lilly went through her things and has pictures from her childhood under pillow. Lilly just wanted to know about her. Her mother died when Emily was about Lilly’s age in a car accident. Emily locks the pictures in a closet.
Barron tells Emily over lunch that a call came from her phone to Diego’s family’s house right before the murder. Emily insists it wasn’t her and then they go and ask Lilly at Emily’s home. Diego was in Lilly’s group. She insists it wasn’t her either. Barron tells Emily, outside, that Lilly is lying. Emily believes her. Emily talks to Diego about the call. He says he doesn’t know anything about it. He all of a sudden has an asthma attack and falls over. In a hospital bed, he asks him again who called him. He says it was Lilly. Diego says in Spanish it was a man.
Doug talks to Lilly one on one. Doug wants to know what scares her. She says she’ll tell him if he tells her what scares him. He tells of a time in his childhood when he climbed a tree and put his hand in a hornet’s nest and that scares him. She says that she scares herself. She has bad thoughts about certain people. She has bad thoughts about Doug. Lilly says Doug is facile and smug. Lilly tells him that Doug should be worried about what is going to happen. Doug tells Emily that he felt threatened and that he is going to call a specialist in the morning.
Lilly wants to brush Emily’s hair over dinner but Emily brusquely refuses. Lilly wants to know what Doug told her. Doug receives a call but there’s nothing but static on the other end. Later, as he reads a book, he thinks he hears the phone again but it isn’t. Then, a he starts getting a pain in his ear as he hears a buzzing. He gets a q-tip and pulls a hornet out of his ear. More hornets start coming out of his ear as he starts freaking out. More and more come out as he flips out whacking a towel all around his bathroom trying to kill them all. When he thinks he’s killed them all, a whole swarm is resting on his back. He slowly takes off his shirt trying not to agitate them. He takes his shirt off and traps them inside his shower stall. A hornet comes out of his eye and then his nose and then finally a whole bunch out of his mouth as he crashes into his shower stall. He is finally killed as he falls over hitting his head on the toilet.
At his funeral, Lilly tries to hold Emily’s hand but she pulls her hand away. Barron tells Emily that no one broke into Doug’s house and that they think that Doug killed himself. Emily thinks it was Lilly and tells Barron about the deadbolts on her parents’ door. Emily pulls out the interview tapes of Lilly’s parents. Margaret thinks Lilly is the Devil. She tells about her brothers and Edward’s sisters who died ever since Lilly was born. Margaret is in a psychiatric ward strapped down to the bed, in no condition for visitors. She thinks she sees Margaret at the door burnt up but she’s actually in the bed. Emily talks to Edward. He asks who died. She says her friend. He says she’s not his daughter. She feeds on goodness and kindness which is why she has targeted Emily. He says that when she was born she brought with her the soul of a demon.
Emily disconnects and takes out all the phones and everything dangerous in her house and locks them up in her closet. She takes one knife for protection and hides it behind her fish tank. Lilly comes home from school and notices the phones are missing. She asks if they’re being nice to her mother. Emily never told her she was going to see her. Lilly tells her she must have dreamt it. Emily goes to talk to her friend Nancy (Cynthia Stevenson) to find out how far they have gotten in finding Lilly a permanent home. She tells her that she is not a high priority since she’s in a good environment with Emily. At a group therapy meeting, Emily sees Lilly whispering something into another girl’s ear. Emily goes in and grabs Lilly out of the group. The group counselor scolds Emily but Lilly defends her. Emily tells her she’s not going back there and Lilly asks her why incessantly, increasingly angrier as the elevator they are in stops. Lilly wants to go back to group but Emily refuses. The elevator wires snap and plummets. As it reaches the bottom, the elevator doors open at the lobby. Nothing has happened and Lilly walks calmly down the hallway.
Emily finds Barron at the Church and tells her that Lilly’s parents aren’t crazy and were right. Barron says she might be a liar and a manipulator but she is not a murderer. He’s afraid that Emily might be going crazy and tells her to get some help. At work, Emily freaks out and yells at a parent over the phone. Wayne tells her to go home. Wayne receives a call and all we hear is static. He gives the phone to her and it’s Lilly telling her she shouldn’t leave her home alone. Emily looks up and everyone has disappeared, including Wayne.
Emily goes straight home and locks herself in her room, ignoring Lilly. Lilly tells her to stop ignoring her and that her mother used to ignore her. The rain storm outside gets worse and worse. Lilly knocks on Emily’s door and tells her that she’s scared. Emily sits on her bed with a screwdriver in hand. Lilly begins banging on the door louder and louder as Emily screams for her to leave her alone. She hears a noise in her closet and opens it. A bloody, burnt body bursts out and moves quickly. Emily runs out of the house into the rain. She finds an out of service bus and knocks until the driver lets her in. The bloody body bangs on the door but the driver tells her there’s nobody out there. She looks outside and he’s right. She gets out and the driver drives away. She goes into her car but Lilly is sitting in the backseat waiting for her. Emily has to do everything that Lilly says. Emily cries as Lilly tells her that this is her new beginning. At work, Nancy tells Emily that they’ve found a home for her. They will pick her up after school on Friday. It’s a happy looking family and Emily is scared. She goes to see Edward and he tells her that she can’t let her go because then it will start all over again. He says she has to kill her. She has to kill her when she’s asleep which she rarely ever is. The night they were caught was the first night she had slept in three months.
At home, Emily finds Lilly watching the interview tapes of her parents. She says they always used to do what she said but then they stopped. She always knew what they were thinking. Margaret, in her room, begins hallucinating that she’s in a filthy, dirty room. Her arms catch fire. The nurse finds her flailing about. Edward is in the cafeteria having lunch and hears his daughter’s voice from another patient. He flips out and stabs him in the neck with a fork. The guards try to subdue him but he stabs himself in the head through the eye with his fork.
Barron invites Emily to his house and shows her a recording of Lilly telling Diego to kill his parents. She was using Emily’s cell phone. Barron believes her now and will help her kill Lilly. Emily gets a prescription from her doctor for sleeping pills. Emily comes home to find her papers littered all over the floors. Barron is in the parking garage and passes two dogs growling at him. Emily opens the door to Lilly’s room and finds pictures of kids from her files and her friends, including Doug and Barron. Barron loads his shotgun in the parking garage as the dogs come closer to him. When he gets in his car, the dog is inside and bites him in the neck. He shoots his shotgun and there’s nothing but blood on the windshield.
Emily’s cell phone rings and she answers. There’s static but she can hear Wayne. He tells her that Barron’s dead. Wayne says that it looks like he shot himself. Emily goes to the living room and demands Lilly gets out of her house. Her voice and face change as she tells her not to yell at her. Emily runs to her room and blockades herself inside. She arms herself with her screwdriver. The banging on the door begins to break the locks and the door apart. Emily cowers down in the corner as the wall and door continues to break. The door breaks away and Lilly’s distorted voice starts taunting her, telling her to resolve their conflicts. Lilly finds Emily under the bed and threatens to come under there to get her out. Emily wants to know what she wants. Lilly tells her she wants what she wanted from her mother. Emily makes her chamomile with the sleeping drugs inside and hands it to her.
While Lilly sleeps, she ties down and locks Lilly in her room. She then throws gasoline all over the house and lights a match, burning the house to the ground. Emily sits on her couch watching everything burn around her. She leaves out the front door with her fish in a fish bowl in her hand. She watches it burn and sees that Lilly has made it outside as well as the firemen try to put the blaze out. As they drive away, following the police, Emily veers away and says she’s going to surprise Lilly. Lilly tells her that her mother didn’t die in an accident and she knows it. Her mother hated herself and you. Emily begins driving erratically and faster. She wants to know what Lilly is. She looks back and Lilly is no longer in the passenger seat. She looks in the back seat and it’s her younger self and she has become her mother. She tells herself it’s not real and it’s not as she opens her eyes back up. Lilly sits in the passenger seat looking afraid.
Emily tells her she’s not afraid and drives the car off the pier and into the ocean. The car fills up with water as Lilly lays unconscious. Emily unbuckles but Lilly grabs her arm. Emily tries to drown her in the water. Her face changes into a more demon-like creature. The inside of the car becomes fully submerged in the water. Emily is able to open the door and swims out of the car. Lilly’s arm bursts out of the tail light and grabs her leg and pulls her down with the car. Emily breaks free and is able to swim back up. She reaches the pier and climbs up. The water starts to bubble but it then dissipates. She's safe and she has survived.
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