Eloise is an asylum in Michigan. It has been closed for years after a fire. It closed in 1982 and there was a doctor there called H.H. Greiss(Patrick). He was an evil man. A woman called Pia(Dushku) is in an institution. A detective calls to see her and he says that a body has been found. Her brother was also found dead. He asks her to explain what happened. The story unfolds. A man called Jacob(Crawford) has lost his father and he has to go home to Detroit for the funeral. He meets with a solicitor who tells him that there is money from his father providing that he can get proof of his aunt Genevieve's death. If he can't provide the proof, he won't inherit. She was in Eloise as a patient. Jacob tries to find evidence of her death but he can't get it. He looks through his dad's stuff. His friend Dell(Jackson) shows up at the house and they go to a bar together. Dell has money problems and Jacob tells him about the aunt and Eloise. Jacob meets a girl called Pia(Dushku) and tries to chat her up, to no avail.
What are the odds... The three of them go to Eloise and they look around. It is dark and creepy. They find all sorts of weird stuff in there. Jacob locates the files on his aunt.
Pia and Jacob are pulled into the past and they see Scott. They find his dead body. Jacob is attacked by an orderly. Pia runs away and she meets a cop. They get arrested. Cut to a different place in time and Dr. Greiss is experimenting on Pia and Jacob. Pia manages to escape and she saves Jacob. They try to get out of there. Jacob realises that his aunt Genevieve was pregnant and that she is his actual mother.
He was born in Eloise and handed over to Genevieve's brother who Jacob thought was his dad.
The nurse turns out to be Pia's mother. She gives Pia the baby in a box and tells her to take it outside. Dr. Greiss is the father of the baby. He is looking for it. Jacob sets fire to the building. Pia gives the baby to Genevieve's brother. Jacob gets pulled back inside the place but Pia gets out.