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Nothing is what it seems when a twisted one-night stand spirals into a serial killer’s vicious murder spree.

Loner Mark Lewis works at a film studio during the day and, at night, takes racy photographs of women. Also he's making a documentary on fear, which involves recording the reactions of victims as he murders them. He befriends Helen, the daughter of the family living in the apartment below his, and he tells her vaguely about the movie he is making.

After a personal tragedy, Sarah joins her friends on a caving expedition in the Appalachian Mountains. But when a rockfall traps them deep underground, their adventure turns into a nightmare. As they search for a way out, the group discovers they are not alone—lurking in the darkness are savage, cave-dwelling creatures. With rising tension and dwindling trust, the women must fight to survive against both the predators and each other.

A woman is involuntarily committed to a mental institution where she is confronted by her greatest fear.