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Though people attest his fear is simply that, a fear, Tim is adamant that the Boogeyman is a living, breathing threat to society after he witnessed the creature suck his father into his closet as a young boy. Upon witnessing the traumatizing event, Tim becomes plagued by a slew of nightmares and panic spells that follow him into adulthood, which the movie flashes forward to immediately after Tim's father's disappearance.
With Tim now a quasi-normal adult living a comfortable life with his new girlfriend Jessica, Tim's panic attacks threaten to return when he and Jessica set out to spend Thanksgiving weekend with her parents in their lavish home, where nightmares of Tim's mother begin to encroach on his sleep. During their stay, Tim receives a phone call that his mother has died, after years of staying in the very same house that his father was abducted from. Forced to venture back into his childhood home where all the trouble began those many moons ago, Tim makes his way to his old home to confront his deepest fears and tie up loose strings with his Uncle Mike, in hopes that he can finally have some closure over his father's death.
As Tim's search continues he stumbles upon Franny's backpack, which contains thousands of photos of missing children. After the ghosts of the missing children begin to manifest themselves in the rooms of his old house, Tim suspects they are the result of the Boogeyman. Tim discovers that Franny was also a victim of the Boogeyman and realizes that Franny has sought out Tim in hopes that he can put a final end to the deathly reign of the monstrous villain. With Tim's quest taking him in and out of mysterious portals that launch him from hotel to house and back, Tim takes Kate along for a ride in hopes that two heads work better than one.
Hoping his final stay in his house will cure his childhood fears; it seems Tim's in for an evil surprise that may be more than he bargained for. As the film begins to border on more of a psychological thriller, tension is mounted as the climax lands Tim back in house, bolted to a chair, where he finally comes face to face with his biggest fear, the Boogeyman himself.
Barry Watson... is Tim, a young adult traumatized by the paranormal events of his past including the auspicious Boogeyman.
Emily Deschanel... is Kate Houghton, Tim's oldest childhood friend who tires to help him deal with his loss of his mother and his recurring paranoia. She is a testimony to the proverbial saying "curiosity killed the cat".
Skye McCole Bartusiak... is Franny Roberts, the mysterious little girl who aids Tim in solving the mystery behind the Boogeyman and all those missing children.
Tory Mussett... is Jessica, Tim's girlfriend, is a young girl living high on life ignorant to the devilish ways of the evil Boogeyman about to make her his next prey.
Andrew Glover... is the tall, dark, menacing Boogeyman who haunts the dreams and nights of innocent victims worldwide.