When a six-year-old orphan named Sophie is taken into the care of her distant aunt, Annabelle, she finds herself in a large, eerie Victorian house. As she explores the house, Sophie unearths a mysterious wooden box with a strange symbol drawn on it. Desperate to connect with her niece, Annabelle pries the lock open and discovers a beautiful music box inside.
Each time the music box is wound and replayed, its surprisingly chilling melody plays slightly longer, captivating Sophie even more. But when the music box begins affecting Sophie's behavior and health, Annabelle seeks the aid of a child psychologist and clairvoyant who soon discovers that the music box is possessed by an evil spirit seeking to haunt Sophie and destroy Annabelle.
As the haunting intensifies, time begins to run out, and Annabelle finds herself racing against the music box's melody to defeat the spirit before the last note plays. In the final act, Annabelle must confront the spirit in order to save her niece and protect their family from harm.