A young cleaning woman, Anna (Ledoyen), sent to spruce up the abandoned St. Ange orphanage in the remotes of the French Alps in 1960, discovers that only one orphan, Judith (Doillon), still lives there. As she sets about her scrubbing duties, Anna begins to experience some very strange things, like hearing the footsteps and voices of children down the long lonely hallways. Meanwhile, her coworker, Helenka (a cook), doesn't hear a thing, and begins to worry about Anna's state of mind...