Dean (Kellan Lutz) is at a diner with his girlfriend Kris (Katie Cassidy) when he falls asleep. While sleeping, he dreams about meeting a man covered in burn scars who cuts his throat. In reality, however, it appears that Dean is cutting his own throat, much to the horror of Kris and her friend Nancy (Rooney Mara). After Dean's funeral, Kris begins having nightmares involving the burned man, and she is determined to stay awake and therefore stay alive. Kris' ex-boyfriend Jesse (Thomas Dekker) comes to keep Kris company, but she eventually falls asleep and is killed. After witnessing this, Jesse talks to Nancy, who is also having the nightmares. Jesse is arrested for Kris' murder, and is killed in jail by the burned man. As she continues to see her friends dying around her, Nancy begins to question what exactly is going on. With the help of a friend, Quentin (Kyle Gallner), Nancy finds a possible link between everyone that has died.