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Following the death of his parents, 24-year-old musician Jody Pearson raises his 13-year-old brother Mike in a small town disturbed by the mysterious deaths of its citizens. Reggie, a family man and ice cream vendor, joins the brothers in their suspicions that the local mortician, dubbed the Tall Man, is responsible for the deaths. Mike relays his fears to a fortune teller and her granddaughter about the possibility of Jody departing and leaving him in the care of his aunt, along with his suspicions about the Tall Man. Mike is shown a small black box and told to put his hand into it. After the box grips his hand, Mike is told not to be afraid and as the panic subsides, the box relaxes its grip. The notion of fear itself as the killer is established and is what propels Mike toward his final confrontation in the film with the Tall Man.

Mike is pursued by minions of the Tall Man, dwarves (which are kept in a small room that houses a gateway device between the two worlds), who are made from the bodies of the recently deceased, and tries to convince his brother of what is happening.

After convincing Jody and Reggie, they find a strange white room with containers in the mausoleum; a gateway to another planet is also there that Mike enters briefly where he sees the dwarves that have hunted him being used as slaves. While trying to escape the Tall Man, Reggie is stabbed and appears to die while Mike and Jody barely escape. They devise a plan to lure the Tall Man into a local deserted mine shaft and trap him inside. After doing so successfully, Mike wakes with a start in his house, lying by the fireplace with Reggie sitting next to him.

Reggie tells Mike he was simply having a nightmare, something that has been a common occurrence since Jody died in a car crash. Mike goes into his room where he is shocked to see the Tall Man is waiting behind the door. In the final scene, one of the Tall Man's dwarf minions pulls Mike through his bedroom mirror.