Jessie and Mark Hobson take in a
foster child, eight-year-old Cody Morgan, after their young son Sean dies from an accidental drowning. Social worker Natalie Friedman informs Mark and Jessie that when Cody was three years old, his mother died of
cancer, and that two previous attempts to place him with foster parents were unsuccessful. On his first night with the Hobsons, before Cody goes to sleep, he tells Jessie about a nightmarish creature called "the Canker Man". Jessie brushes the story off and tells Cody that nightmares cannot harm anyone. Later that night, Jessie and Mark are amazed as multicolored butterflies flutter across the living room. Mark tries to capture a blue butterfly to show Cody, as he has a liking for butterflies, but when Cody wakes up the butterflies disappear. The next day at school, he befriends a girl named Annie and antagonizes a mean student named Tate. At home, Cody asks Mark who the child in a living room picture is, and Mark replies that it is Sean. That night, the couple see their deceased child and try to hug him. When Cody wakes up, Sean disappears. Upon realizing Cody's gift of making his dreams become reality, Jessie shows Cody home videos of Sean. Her dead son appears and acts out scenes from the videos. Days later, Mark accuses his wife of using Cody for his gift instead of loving him and takes down the pictures of Sean. Cody falls asleep at school, and "the Canker Man" appears before Tate and devours him, while Annie watches in horror and screams, waking him up. Meanwhile, Jessie goes to a doctor and complains that Cody has trouble sleeping. The doctor prescribes medication. She mixes it with Cody's drink, unbeknownst to Mark. That night Sean again appears before them but resembles the Canker Man, and Mark cannot wake Cody up. The Canker Man devours Mark and knocks Jessie unconscious. She wakes as Cody calls
911. Suspicious of Mark's sudden disappearance and suspecting
domestic violence,
social services takes Cody away to an orphanage. When Natalie ignores Jessie's requests to speak to Cody so she can find out how to get Mark back, Jessie steals her files on Cody. She tracks down his first
foster father, Whelan Young. He tells Jessie that when his wife fell sick, reminding Cody of his mother, she was killed in the same way Mark was. Cody's dreams brought her back as only a hollow
replica. Cody's second set of foster parents disappeared in a similar manner. Whelan concludes that the only way to stop Cody's nightmares is to kill Cody, and asks Jessie to try, but she objects. She continues to investigate, and finds a box of Cody's mother's belongings containing a butterfly-shaped pillow and a journal. Jessie arrives at the orphanage late at night to find it dark and haunted by Cody's nightmares, with the other children tied by vines to the walls. When she finds Cody, the Canker Man attacks her until she shows it the butterfly pillow. As she hugs the monster, it takes the form of Cody and disappears along with the vines. Jessie takes the still-unconscious Cody home. The following day, Jessie reads Cody his mother's journal, which describes how much she had loved him and his gift. Jessie shows him the word "cancer", which he mispronounces as "canker", and deduces that the Canker Man is actually Cody's fading memories of his mother, pale and disfigured due to the cancer. Jessie expresses admiration for Cody's gift and he acknowledges her as his new mother. == Cast ==