The film explores the unexplained death of Gordon Dunn (Martin Donovan), a visionary scientific pioneer whose body is found shortly after the unveiling of his newest work: a device able to extract, record and play a person's memories. Gordon's wife, Carolyn (Julia Ormond), retreats into her house and cuts off contact with the outside world when a mysterious man (Peter Dinklage) shows up. After stealing the machine, he uses it to try and solve the mystery, beginning an investigation of memories that lead him to unexpected and dangerous places.