Dr. Norman Spencer (Harrison Ford), is a university research scientist who is growing more and more concerned about his wife, Claire (Michelle Pfeiffer).
Claire is a retired concert cellist who was involved in a serious car accident and left paralysed just before they sent off her daughter, Norman's stepdaughter, Caitlin (Katharine Towne) to college.
Claire is now reporting hearing strange voices and witnessing eerie occurrences in and around their lakeside Vermont home. These images include seeing the face of a young woman reflected in water.
An increasingly frightened Claire thinks that this phenomena has something to do with the couple that are living next door, especially since the wife has disappeared without apparent explanation.
At Norman's urging, Claire starts to see a therapist; she tells him she thinks the house is being haunted by a ghost and his advice to her is to try and make contact with the being.
Enlisting the help of her best friend, Jody (Diana Scarwid), and a ouija board, Claire seeks to find out the truth of What Lies Beneath!