The film opens when Sophie (Mackenzie Imsand) is awakened by her mother, Helena (Rosie Fellner),

screaming, supposedly after murdering her husband. Kate Fuller (Olga Kurylenko), a criminal
psychologist, is called to the scene of the crime by Detective McCarthy (Lance E. Nichols) to diagnose
Helena and deduce whether to commit her to a mental institute. Upon interviewing both Helena and
Sophie, both insist that Mr. Wynsfield was killed by the sleep demon, Mara. Despite promises to
Sophie that she would not take Helena away if Sophie talked, Kate signs to have her committed,
both to their despair and Kate's guilt.

Later the next night, Kate experiences sleep paralysis and sees a figure walking in her apartment;
when she regains mobility, she finds nothing. The next day, after finding a possible clue to what
happened to Mr. Wynsfield, Kate goes to speak to a man named Takahashi. Upon arrival at his
house, she finds his decayed corpse, killed in apparently the same manner as Mr. Wynsfield. After
calling it in, she tries to point out the similarities to the Wynsfield case, as well as pushing to have
the police investigate a man named Dougie, but McCarthy refuses, disbelieving the Mara legend.

Kate goes to visit Helena in the mental institution, who explains how she and her husband knew
Dougie from a Sleep Paralysis support group, and begs Kate to let her to see her daughter again,
insisting she will die that night at the hands of Mara; as proof, she shows Kate a red mark in her left
eye, explaining that Mara marks her victims as a sign that she will kill them.

Kate decides to attend the Sleep Paralysis support group run by Dr. Ellis (Mitch Eakins), where she
encounters Dougie (Craig Conway), who insists that Mara is real and will kill Saul (Marcus W.
Weathersby), then removes Saul's sunglasses (revealing his eyes to be completely red) before
storming out. Kate tries to give chase, but loses him. Later that night, Saul goes to the church and
commits suicide by immolating himself; around the same time, Kate again awakens in sleep paralysis
and again sees a figure, which vanishes as soon as she regains mobility. Soon after, McCarthy
informs Kate of Saul's death and they bring in Dougie, believing he is the killer, who again insists that
Mara is real and refuses to speak more. With no evidence pointing to him as the killer, they release
him.

After naming Dougie the prime suspect, Kate goes to have Helena released from the institution, only
to find her dead, her eyes completely red. Later while taking a bath, Kate falls asleep and again
awakens in sleep paralysis, where she is confronted by Mara (Javier Botet). Once she regains
mobility, she checks herself in the mirror, finding a red mark in her left eye.

The next day, she watches the video footage of Helena's death; during the video, the picture appears
to glitch and a dark figure is shown on top of Helena, strangling her, as she dies. Wanting to find out
more about Mara, Kate goes to visit Dougie. After gaining his trust by showing the mark in her eye,
Dougie (who's left eye has turned completely red) explains Mara's history and her recorded deaths,
and that her cycle begins following a tragedy. He points that she appears in stages: 1. You're
paralyzed, and you see her; 2. She marks you; 3. Physical contact, she appears and places her hands
around your neck; 4. You see her when you're awake, and if you fall asleep after the fourth stage,
you'll die. He also explains that Mara only appears when someone is in a deep sleep; thus, he only
sleeps in brief intervals, keeping alarms and blaring music on in his house.

Afterward, she goes to talk with Dr. Ellis, who disbelieves in the Mara legend and instead gives the
supposed evidence rational explanations; he also explains that sleep paralysis demons can appear
based on the culture around a person. Later that night, Dougie's generator dies, stopping his alarm
clocks; at the same time, Kate enters the third stage when she awakens in sleep paralysis, and Mara
appears and places her hands around Kate's neck.
The following day after Helena's funeral, Kate gets a call from Dougie; he is on stage four because of
his generator dying. Afraid to fall asleep, he attempts to cut off his eyelids before Kate intervenes
and takes him to Dr. Ellis. They keep him in a special room to be monitored and give him an
anesthetic to calm him and make him sleep. Before the anesthetic kicks in, he explains that he
accidentally killed innocent people while in the war. Later that night, Mara appears after Carly
(Melissa Bolona), who was supposed to be monitoring him, leaves, and kills Dougie. Mara again puts
her hands around Kate's throat, turning her left eye completely red before Dr. Ellis pulls her from the
paralysis.

After the police arrive, McCarthy and Kate get word that Sophie is also suffering from Mara, already
in the fourth stage. Determined to find the way to stop Mara, Kate returns to Dougie's shack and
tries to put the pieces together. She makes a graph of all the victims thus far (Mr. Wynsfield,
Takahashi, Saul, Helena, Dougie, and Sophie) and attempts to put together the link between them.
After finding some of Dougie's war memorabilia, she begins to put the pieces together: Dougie's
killing innocents in the war, Saul's causing his mother's death, Mr. Wynsfeld's affair, Helena blaming
herself for their divorce, and Kate blaming herself for Helena's death. After a call to McCarthy, he
explains that Takahashi was a chef at a primary school, and caused 38 kids to die by ingesting
contaminated fish; that was the tragedy. After pin-pointing that Sophie blames herself for Helena's
incarceration, Kate finally discovers the link: Guilt. Mara targets people overcome with guilt over
things they've done.

Kate attempts to drive back to the hospital to save Sophie, but crashes her car after seeing a
hallucination of her, and takes a ferry. After briefly falling asleep, Kate enters the fourth stage (both
eyes completely red) and begins to see Mara while awake. After arriving at the hospital, Kate finds
Sophie in sleep paralysis and attempts to wake her while simultaneously trying to keep Mara from
killing her. Mara suddenly disappears and the redness disappears from Sophie's eyes, and she
explains that she never blamed Kate for her mother. After deeming her safe, Kate tells her to go
back to sleep before falling asleep in a nearby chair. When she awakes, she is confronted by
McCarthy, who explains that Sophie will be okay; however, Kate notices the stitches on Sophie's
stuffed toy are missing before being confronted by Helena, blaming Kate for her death; revealing it
to be a dream and that she hasn't let go of her guilt. Kate then awakens in sleep paralysis, and the
movie ends with Mara lunging at her.