When six-year-old Sophie is tragically orphaned guardianship is assigned to her estranged aunt Annabelle. The two move into a large, eerie, Victorian house where Sophie unearths a locked wooden box with a strange symbol drawn on it. Desperate to connect with her niece Annabelle pries the lock open revealing a beautiful music box. Each time the music box is wound and replayed its surprisingly chilling melody plays slightly longer, captivating Sophie even more. When the music box begins affecting Sophies behavior and health Annabelle seeks the aid of a child psychologist and clairvoyant who soon discover the music box is possessed by an evil spirit who seeks to haunt Sophie and destroy Annabelle. As the haunting intensifies time begins to run out and Annabelle finds herself racing against the music boxs melody to defeat the spirit before the last note plays.

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