In the near future the earth has become desolate and dangerous. Now inhabited by by a mysterious race of creatures, humanity has been forced to find refuge in the SkyArk, a man-made city in the sky. As the population grows, space becomes scarce and only the rich and powerful can stay, dumping the poor and orphaned of SkyArk to the abandoned earth.

A young married couple who are pregnant with their first child moves into their turn-of-the-century home where they discover that a great evil has resided there for nearly a century, unleashed by a previous occupant.