Jill Johnson (Camilla Belle) is a high school girl who is on the track team and one of her best friend has kissed her boyfriend. So, she breaks up with him and refuses to talk to her friend. She has also talked too much on the phone, like 800 extra minutes, and her dad makes her to babysit to earn her money so she can pay off her own bills. She has to babysit Dr and Mrs. Mandrakis's (Derek de Lint and Kate Jennings Grant) kids and they live in a huge lakeside house. Things start to get a bit creepy when a stranger (Tommy Flanagan) keeps on calling Jill and seems to be spying on her. She can't find the house maid and the police don't give much thought to her predicament.