In rural Tennessee, tragedy blights the life of Nan Lucas. As a child, she and a friend played by an abandoned quarry, and something happened that left the boy dead and Nan's memory erased. Twenty years later, Nan returns to her grandmother's farmhouse with her young son to build a different life. Soon her son is enamored, then obsessed, with an imaginary playmate named Woody. Woody wants Stephen body and soul, and only if Nan pieces together her childhood memories in time, can she save her child.