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Following his discovery of the body of his wife in a bathtub after her suicide, Dr. David Callaway (Robert De Niro), a psychologist working in New York City, decides to move with his daughter Emily (Dakota Fanning) to upstate New York. There, Emily befriends a mysterious imaginary friend who wishes to be named "Charlie". Her friendship with Charlie begins to disturb David when he discovers their cat dead in the bathtub. Charlie is apparently responsible for this horrific act, according to Emily. David also has recurring nightmares at a specific time of the night where, in the dream, he keeps re-living the New Year's Eve that he discovers his wife cheating on him. When a family friend, Katherine (Famke Janssen) comes to visit David and Emily, Emily reveals that she and Charlie are getting closer and have a mutual desire to upset her father. Soon they meet a man and a woman that are their neighbors. They had a daughter that died from cancer, and in a photo, it is revealed that the daughter looks exactly like Emily. The husband soon starts coming to visit Emily and talks to her very often.

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