Will Donovan has big plans on his last free weekend before he joins the FBI. With romance on his mind, he tells his girlfriend Emma she can pick anywhere she wants to go. To his dismay, his mystery-loving girlfriend chooses the Lizzie Borden Bed and Breakfast. Not quite the romantic backdrop he had envisioned, but for Emma, he would go anywhere. Especially if it meant securing their future together before he leaves.

At the Inn, things are not what they seem. Late in the night, curious meowing wakens the guests. Perhaps Max, the resident cat, desires a midnight adventure? Fueled by the gruesome tale of Lizzie Borden and her parents' mysterious deaths, they follow a trail of ever-distancing meowing to an ominous hole inside the basement wall.

Together with their quirky fellow guests from the third floor, can Will and Emma solve the mystery of what really happened back in August of 1892 before time runs out for Will's big plan to win Emma's heart for keeps?