A college student takes a job as a nanny for a wealthy man whose wife is dying of cancer, unaware of his plans to use her as a replacement to give him the son he so desperately wants.

Quentin is a powerful attorney whose wife, Rose, is pregnant with their second child. Although they have a 10-year-old daughter Jamie, Quentin wants a son more than anything and is on cloud 9 that Rose carries a boy. At 4 months pregnant, Rose is rushed to the hospital in seven pain. Doctors discover she has stage 3 ovarian cancer. She needs to start radiation treatments immediately but must undergo a complete hysterectomy first.

Quentin is backed into a corner and forced to give his consent. At home, Rose’s mom, Beverly, helps take care of her but will have to leave soon. She suggests they hire a nanny to look after Jamie while Rose is bed ridden. Quentin likes the idea and allows Beverly to place an ad.

Beth is a junior in college. She learns that her dad has lost his job and can’t get another loan for her tuition. She sees the ad for a nanny and applies. When she is late for her interview, Beverly and Rose choose a much older applicant, but once Quentin meets Beth, he doesn’t care what the others want. He hires Beth, who hits it off with Jamie well.

Rose’s recent tests show that her cancer may be in remission. Quentin poisons his wife so he has a chance of getting a son with someone else. He asks Beth to move in and Beth accepts because of her feelings toward the girl.

After Rose’s death, Quentin has the attic remodeled for guests but it isn’t ready before Beverly visits. When Beverly wants to leave, Quentin requests she take Jamie with her for an extended visit. Beverly is more than happy to comply. With Jamie out of his hair, Quentin is able to move on to the next phase of his devious plan more easily.

Beth has the feeling he is watching her in the bathroom and finds a hole in the wall. Just as she’s ready to leave, Jamie calls her with concern that her dad may have been behind her mom’s death. Beth calls Rose’s doctor and learns she was getting better so her sudden death is highly suspect. As she goes to leave the house, she discovers the attic stairs down and goes up to investigate. A shackle is chained to the bed in the nicely done room. Quentin uses chloroform on her. When she wakes, she is chained to the bed in the sound proofed room.

Her friend Jessi comes looking for her. Quentin knocks her out and holds her prisoner as well. After raping Beth in hopes of making a son, Jessi fights against Quentin but dies in the process, after getting the key for Beth’s shackle to her. She frees herself just as Quentin comes for her and strangles him during a desperate fight.

Six months later, Beth is expecting Quentin’s baby, a girl. She has made the decision to give her up. Beverly and Jamie meet with her and convince Beth to move closer to them after she is out of school since all they have is each other.