Nell (Angela Bettis) and Steven Barrows (Brent Roam) have just moved into the Lusman Arms apartments in Los Angeles. Steven is just about to begin his residency at a local hospital, and although the apartment is not up to their standards, they take it because it's the only vacancy nearby. The apartments are run-down and have leaks all over. One day, home alone, Nell is awakened by a drip coming from the upstairs apartment. She calls the superintendent who calls the handyman and they discover that the woman upstairs has been brutally murdered, bludgeoned with a heavy tool. Nell as now not only frightened but also can't help but be curious about who murdered her upstairs neighbor. She meets an elderly man, Chas, who tells her that the Lusman Arms apartments have quite a history but just as Chas is about to go into more detail, their conversation is interrupted. Nell decides to do some investigating on her own. Although the apartment is dark and creepy, and filled with strange residents, she does strike up one friendship with a fellow jogger, Julia (Juliet Landau) who fills her in on a little more about the history of the place. When another murder takes place in an adjacent apartment, Nell finds herself struggling not just to figure out who is doing the killings and why, but also to stay alive.