British teenager Hallam Foe (Jamie Bell) still mourns his mother's suicide and refuses to open up to his stepmother, Verity (Claire Forlani). After Verity seduces and blackmails him, Hallam runs away to Edinburgh and meets Kate (Sophia Myles), a manager in a hotel who gives him a job. Kate reminds Hallam of his mother, and he begins spying on her from a clock tower overlooking her apartment. Gradually, Hallam and Kate form a complicated relationship as he tries to cope with his mother's death.