After Jessie (Kate Bosworth) and Mark (Thomas Jane) lose their son, they decide to become foster parents to an eight-year-old boy named Cody. When the boy moves in, they realize he has insomnia. Strange things start to happen around the house, but only when Cody is finally asleep.
Upon investigating Cody’s past, Jessie and Mark find out that he takes pills to keep himself awake in order to not dream, because his dreams become reality. Happy dreams and nightmares alike become real and Jessie and Mark try their best to figure out how to stop them.