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So that they wouldn't have to pay royalties. By building on to the original teleplay, they were able to add many more elements so as to blur its sources and not be tied to the original work. That way, they neither have to acknowledge the rightful source and author, nor pay them. This is very common in Hollywood.

While recovering from a serious automobile accident from which she appears to have suffered some memory loss, ex concert cellist Claire Spencer (Michelle Pfeiffer) begins hearing and seeing things in their lakeside home in Vermont. Claire suspects that a new neighbor, Warren Feur (James Remar), has murdered his wife Mary (Miranda Otto) and that the Spencer house is being haunted by her ghost, but Claire's husband Norman (Harrison Ford), a University research scientist, suspects it may just be Claire's imagination and suggests that she see a therapist. The therapist tells her to try to make contact, so Claire and her friend Jody (Diana Scarwid) get a/an Ouija board and do just that, not realizing that what they're about to uncover is going to destroy Claire's life as she knows it.

What Lies Beneath is based on a screenplay co-written by American screenwriters Clark Gregg and Sarah Kernochan in the style of an Alfred Hitchcock thriller.

It appears to be based upon Of Ghosts and Angels (1980).

Claire briefly mentions to Stan (Ray Baker) Baker and his new "squeeze" Elena (Wendy Crewson), while the four of them are dining in the restaurant, that Caitlin's father (and Claire's first husband), whose name was Michael Marlowe, was also a musician and that he died. He is seen in two pictures when Claire is looking through her photo album, one when Claire was playing Carnegie Hall and the other at Caitlin's fifth birthday party. After Michael's death, Claire married Norman and they moved from Boston to Vermont and into Norman's father's house on the lake.

This is one of those movies where you could build a case for either side. However, most viewers conclude that the ghost of Madison Elizabeth Frank (MEF) (Amber Valletta) was real and that she was trying to jar Claire's memory. They cite such evidence as Norman seeing Claire's face morph into Madison's face when they're making love and again in the bathtub. Or when Madison's ghostly arms pull and hold a person underwater. Another hint is when Claire dives off the end of the pier and is pulled directly to Madison's box that had been tossed in the water; there was no way Claire could have known that box was there. Even Norman admits, toward the end of the movie, that he believes Claire.

It would appear that, whenever Claire was holding the lock of Madison's hair, she became possessed by her, e.g., the time when Norman came home and Claire attempted to seduce him while in possession of the lock. The possession was only broken when Norman pushed her on the floor. She appeared possessed once again when she was standing at the end of the dock, dived into the water, and was pulled directly to where Madison's box was buried. When Norman finally burns the hair, the possessions seem to stop.

The halothane begins to wear off and Claire is able to work the plug out of the almost-filled bathtub with her foot. As the water drains, she climbs out of the tub and cautiously makes her way downstairs, passing Norman's body sprawled on the floor. She grabs the cellphone and rushes out to the pickup with boat still attached to the back. She drives off, stopping only in the middle of the bridge to call for help. Suddenly Norman, who has been hiding in the boat, breaks the cab window and tries to strangle her. Claire fights him off and the car heads into the lake, apparently being directed by Madison Frank, whose figure can be seen standing nearby. The car begins to fill with water. Claire tries to swim free, but Norman holds ier in the cab. As the water level in the cab continues to rise, Claire can see Madison's ghost floating nearby. Madison grabs Norman, holding him down and allowing Claire to swim free. Claire surfaces. Norman drowns. In the final scene, it is some months later. Claire visits Madison's grave and places a red rose on it.

There is no official statement as to whether or not there is a face in the snow. Some claim it is there, and others claim it is merely the audience believing they see something after being presented with a movie indicating a ghostly presence. At this point, it is a matter of opinion. Should you want to decide for yourself, the scene in question occurs after Claire walks away from Madison's gravestone. The camera slowly pans down and, as the scene fades to black, people claim they can see a woman's face in the snow (presumably Madison's) in the mid-lower half of the screen between the rows of graves. It is best observed by freezing the image and advancing frame by frame; in the final frames, as the shot has almost faded to black, something can be seen that resembles basic facial features, i.e. a woman's eyes, nose and mouth. It could be a subtle indication that Madison is finally at peace, now that her body has been found and her death avenged.