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After his parents' sudden death in a freak car accident, eleven-year-old Stephen O'Neil reluctantly leaves behind his hometown and his best friend Reed Price. Now, thirteen years later, he solemnly returns to Dodsville to attend Reed's funeral. He drowned, Stephen soon learns, under suspicious circumstances. With shadowy memories haunting him, Stephen investigates the mystery behind Reed's death. Quickly becoming more anxious about what actually had happened, he joins forces with Reed's sisters, Julie and Tabitha, along with Julie's boyfriend Sly and Reed's ex-girlfriend Melissa. Enter an eccentric, rich divorcee, who claims to have seen a mysterious message concerning Stephen and Reed's childhood club written in the fog of her bathroom mirror. After learning that Stephen is staying in town, she asks him to spend a week in her mansion to investigate. He decides to accept her offer, hoping to exorcise the demons of his own past. At first, Stephen and his friends find themselves enjoying the luxuries of the mansion, just what they needed to jumpstart their lives after Reed's funeral. Their attempt at mindless frivolities, however, quickly turns to horror, as they hear whispers.
Doors mysteriously lock behind them, and soon their very lives are in peril. The horror quickly permeates throughout Dodsville. There is a murder; then more and more people mysteriously disappear. Unfortunately, Pierce, a detective who is trying to make a name for himself, suspects Stephen to be behind it all. In order to clear himself, Stephen, along with the aide of his new friends, take matters into their own hands. Their investigation leads them from the mansion, to the cemetery, and finally to a reputed haunted house, where Stephen is lead on a terrifying journey dredged up from the nightmares of his childhood, a journey he had desperately hoped he would never have to make.