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Julia Lund is a psychology student nearing the end of her degree when Billy, a friend from childhood, contacts her in a state of terror. He insists that the monstrous figures who haunted their sleep as children have returned, and then kills himself in front of her. At his funeral Julia meets his college friends, several of whom describe the same childhood nightmares. She dismisses it all as a shared delusion until she begins sleeping badly herself and catching sight of unsettling shapes in dark corners.

Robert Harmon directed the film, which followed The Crossing in his filmography, from a screenplay by Brendan Hood. Laura Regan plays Julia, with Marc Blucas as her boyfriend Paul, Ethan Embry and Dagmara Domińczyk as Billy's friends Sam and Terry, and Jon Abrahams as Billy. The production, backed by Focus Features, Dimension Films, Miramax and Good Machine, cost about 17 million USD and took roughly 13 million USD worldwide, so it did not recover its budget in cinemas.

On IMDb it holds a rating of 4.5 out of 10 from 57 reviews, while on TMDB it stands at 5 out of 10 from 302 votes, putting the two audience measures close together and the critical score beneath them.