On May 12th, Vista Pacific Flight 7500 departs Los Angeles International Airport bound for Tokyo. The take-off is routine but what transpires over the next ten hours is anything but ordinary. As the overnight flight makes its way over the Pacific Ocean, the passengers encounter what appears to be a supernatural force in the cabin.

In Tokyo, the freelancer cameraman Takuyoshi Masuoka is obsessed investigating the fear sensation near death. When he shots with his camera a man stabbing himself in the eye in the access to the subway, he seeks what the suicidal might have seen to experiment the same sense of horror the man felt when he died. He finds a passage to the underground of Tokyo where he meets a mysterious naked woman that does not speak and he calls her F. He brings F to his place and he has difficulties to feed her, until he discovers that she drinks blood. Masuika becomes a serial killer draining the blood of his victims to nurse F.

After losing her child at birth, the dark horror of the grudge begins growing within her.

Akane begins seeing visions of a female ghost wearing the same yellow hat and red satchel she wore as a school child.

A young Japanese woman who holds the key to stopping the evil spirit of Kayako, travels to the haunted Chicago apartment from the sequel, to stop the curse of Kayako once and for all and save a family who are currently being haunted by her malicious spirit.