Martine Jamison (Winona Ryder) is a NY theatre director beginning rehearsals for a new play starring her boyfriend Raymond (Josh Hamilton) opposite a young beauty. They are joined by an unknown newcomer, Tyrone (James Franco), who develops a peculiar fascination with Martine and is openly hostile to all others. As rehearsals continue, Martine has periods of disorientation that quickly deteriorate into vivid hallucinations as she becomes convinced someone is trying to poison her. As Martine's mental state devolves she begins to rewrite her play... and art and life become inseparable.