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While architect Alex Hurst (Guy Pearce) and his new girlfriend Kim (Katie Holmes) restore their Gothic mansion’s period interiors, Alex’s young daughter Sally (Bailee Madison) can investigate the macabre history and dark corners of the estate. Spurring Sally’s investigation are the voices-rasping whispers who call out to her from the basement, who promise her understanding and friendship, who are so very hungry and would like to be set free.