Ed Saxon (Jeff Daniels) is an English professor whose wife, Eve, doesnt return home from work one day. Unsure of what to do Saxon calls the police who look for the woman but cannot find any trace of her. Later a young student, Sadie (Emily Bergl) visits Saxon at his home to inquire why he is not at school. Sadie is attracted to Saxon and while she is at his house, slips in the bathroom and hurts herself leaving her sweater with blood stains on it. Saxon receives a phone call from George Simian (Julian McMahon) and during the brief conversation Saxon says he knows George and Eve were having an affair. Saxon is not able to sleep and moments of anxiety and confusion begin to cloud his consciousness. He is visited by Detective Derm (Gil Bellows) who tells Saxon that he will investigate the actions of his missing wife. The next day George comes to Saxons house and attacks him, accusing him of doing something to his missing wife. Saxon tells Detective Derm that he was accosted by George and the detective arrests him and tells Saxon they have found his wifes abandoned car in a wooded area near Georges house. When Saxon discovers an unusual object under a chest of drawers he seems to lose his grasp on reality. Detective Derm returns to investigate further he discovers from personal papers that Saxons wife was pregnant and this information causes Saxon to eject the detective from his home so he can come to terms with the information. Sadie returns to see bring Saxon some aid and during a moment of intimacy they come together but Saxon is too preoccupied to show any real affection for the young girl. Saxon roams the basement of his house where the water pipes leave a dark landscape of flooded wasteland. George returns to Saxons house with revenge on his mind and Saxons grasp on reality slips further away.