After an encounter with the serial killer Tearjerk Jack, Anna (Milla Jovovich) is left unable to recognize faces. She struggles to learn how to deal with this, unable to recognize the faces of her boyfriend or even her own father. Things are made worse by the killer taking an interest in her and her inability to recognize him, even when he comes right up to talk to her.
The one face Anna recognizes is that of the detective on the case, Sam (Julian McMahon). After her boyfriend leaves her and her friend is murdered, Anna starts a relationship with him but after Sam shaves his goatee, she is no longer able to recognize him.
Anna is lured out of hiding by Lanyon (David Atrakchi), Sam's partner, and it's revealed he is the killer. Sam shows up in time to stop and kill him but his mortally wounded in the struggle.
Later, Anna moves to Sam's hometown on Koel Island to work as a teacher and to raise the child she ended up having from their one night together. She has learned to live with her disability but finds peace in the fact that she can always recognize the face of her own daughter.