The film begins with a group of nurses at a psychiatric hospital daring a fellow nurse, Nicole (Jessica Von), to go into the hospitals basement for a game of Bloody Mary. Playing what the others call The Mirror Game, she releases the vengeful spirit and is snatched away. When Nicole is reported missing, her writer/reporter sister Natalie (Kim Tyler) decides to investigate on her own. As the film progresses, more people are killed by the spirit of Bloody Mary (Richard Valentine) in gruesome ways while Natalie uncovers clues about the truth behind her sisters disappearance and Mary herself. Towards the end, almost all of the main characters are dead except for Natalie, who discovers something that startles her to her very soul.