Rosemary Woodhouse and her actor husband Guy move into an old New York City apartment building with an ominous reputation and mostly elderly residents. Neighbors Roman and Minnie Castavet come nosing around to welcome them, and despite Rosemary's reservations about their eccentricity and the noises that she keeps hearing, Guy takes a special shine to them. Shortly after Guy lands a Broadway role, Rosemary becomes pregnant, and the Castavets start taking a special interest in her welfare. As the sickened Rosemary becomes increasingly isolated, she begins to suspect that the Castavets' circle is not what it seems...