After witnessing the gruesome and mysterious loss of her parents, Fran rushes into the woods with her only friend, Mr. Midnight, a black cat she had received as a present from them.

In the forest, Fran goes into shock over their loss. When she recovers, she finds herself at Oswald Asylum, an oppressive mental institution for children, and Mr. Midnight is nowhere to be found.

After dreaming about her beloved cat, Fran decides to escape from the institution to find him and return home to Aunt Grace, her only living relative.