When a deadly airborne virus threatens to wipe out the northeastern United States, teacher Elliott Moore and his wife Alma flee from contaminated cities into the countryside in a fight to discover the truth. Is it terrorism, the accidental release of some toxic military bio weapon -- or something even more sinister?

Apartment building superintendent Cleveland Heep rescues what he thinks is a young woman from the pool he maintains. When he discovers that she is actually a character from a bedtime story who is trying to make the journey back to her home, he works with his tenants to protect his new friend from the creatures that are determined to keep her in our world.