While helping his girlfriend, Michelle, take pictures for her portfolio in the north Georgia mountains, Booth tries to speed up the process by whining and complaining. Booth becomes increasingly annoyed when it begins to get dark and they still haven't made it back to their cabin. Things only get worse when Michelle discovers a cave and insists that they take pictures inside of it. Booth reluctantly complies.

Back at the cabin, Their friends Mark, Drake, Valerie and Heather party and play cards. They soon begin to worry about Booth and Michelle and wonder why they haven't returned. They shrug it off and continue having fun until Booth returns, covered in blood. He hysterically tells them something in the woods killed Michelle.

Meanwhile, Dr. Elaine Krauss, a genetic Scientist, receives reports about disappearances and disturbances in the North Georgia area. Acting on her own behalf, she solicits a skeleton crew of doctors and mercenaries to investigate the phenomenon. When they arrive at the cabin, they find it empty except for various possessions belonging to the previous occupants. They immediately begin searching for clues. The stakes become higher when the discover bodies in the surrounding woods.

Dr. Krauss and her team locate the entrance of the cave. They prepare to enter, but before they do, they spot another body a few yards away. After closer examination, they find that the person is still alive. They bring the survivor, Mark Locke, back to the cabin in hopes of pin pointing the cause of the disturbance. But once he is awake, he cannot remember anything about what happened to his friends.

In order to unravel the mystery, the doctors place him under hypnosis. They gradually receive new information as Mark is forced to relive the traumatic days preceding their arrival.

As the hypnosis continues, the past begins to mirror the present and it soon becomes apparent that whatever has suppressed Mark's memory is now doing the same thing to them.

It becomes a fight for survival as they race desperately against the clock to recover the critical information locked inside Mark's memory.