In 1953 three children are seen playing a game beginning at midnight and ending at 3:33 a.m.. Their game seems to be in fact a horrible waking nightmare in which they must avoid being captured by The Midnight Man (Strauts) who feeds on their fears and ultimately kills them. By the end of the game only one player, a girl named Anna, remains alive.
The plot then jumps to 2016 and Anna (Shaye), is a grandmother who has been diagnosed with a dementia related illness and still lives on the property the game took place. She is cared for by her teenage granddaughter Alex (Haugh). One evening, Alex’s close friend Miles (Gabriel) comes over and the two discover the game. Anna freaks out after seeing the game and is treated by Dr Harding (Robert Englund) who advises them and leaves immediately.
They start playing without reading the full list of rules till the end, as a piece of paper seems to be missing.
Once they start playing Alex goes to check on her grandma but when she reaches her, Anna blows her candle out, and she gets trapped in the bathroom by The Midnight Man who plays tricks on her. Here Miles too experiments by blowing out his candle and is punished by The Midnight Man. Later he rushes to save Alex and brings her downstairs. At that point, Kelly (Haine) arrives and insists on playing the game. While playing, Kelly’s candle goes out and couldn’t be re-lit within 10 seconds, so the friends draw a protective circle of salt around her.
Kelly is killed while Alex and Miles go searching for another candle.
Dr. Harding arrives again and helps them to destroy the game after revealing that he too was there on the night Anna played the game as a child. Anna arrives and kills Dr. Harding but is later shot by Alex. The grandfather clock strikes 3:30 a.m. as The Midnight Man faces Alex and Miles, who are still protected by the circle of salt. Alex tells The Midnight Man that he has lost and he disappears. They wait until it is 4 o’clock before leaving the circle. While Alex picks up the remnants of the game, Miles checks on Dr. Harding’s body and notices the time on his watch shows 3:27 a.m. He then realizes that The Midnight Man has tricked them. The Midnight Man appears and kills Miles and then tells Alex she has lost the game.
The scene reopens with a boy and his father at the house. The boy notices a box on the table and asks his father if he can take it. His father allows him to do so and they leave. The boy can be heard saying that he hopes it’s a game.