Jarrod and his wife Elaine arrive in Los Angeles, California for Jarrod’s best friend Terry’s birthday party. They celebrate with Terry’s wife, Candice, and his assistant, Denise. During a private argument about whether or not they should move, Elaine reveals she is pregnant.
The next morning, blue lights descend from the sky, hypnotizing anyone who looks at them. Every hypnotized person becomes zombie-like and immobilized, and are then collected by the light machines. This is the work of several alien ships that descend from the sky. Jarrod is about to be taken when Terry tackles him. The two escape the alien drones and meet up with Elaine.
Back in the condominium, Terry looks for his neighbor Walt so they can all leave in Walt’s car. As Terry and Walt are hiding, Walt’s dog runs towards the creature. Walt tries to stop it and gets abducted. Jarrod believes the open water would be a safer place, since there are no machines over the sea. They encounter a bickering couple, Colin and Jen, also preparing to flee the building. As Terry’s car exits the garage, it is flattened by a massive four-legged alien, killing Denise. Terry escapes, but is abducted as he flees. The trio retreat into the garage. There they encounter another alien lifeform in the shape of a large multi-tentacled squid that corners the rest of the group before the building’s concierge, Oliver, slams into it with an SUV. In the ensuing fight, the squid creature sucks out Colin’s brain to replace its own brain. Jen joins the group, but is abducted as they run back into the building. The four survivors remain hiding in the condominium.
The next day, the United States Air Force launches an attack against the alien spaceship and flying alien drones using stealth unmanned combat aerial vehicles and conventional drone aircraft. Only one stealth plane pierces the carnage and fires a nuclear missile, hitting the mothership, before it is destroyed. The detonation blows the ship apart. Unfortunately, the aliens survive and the ship slowly begins to repair itself. After Jarrod tells Elaine that the alien light made him feel powerful, he is adamant that safety must be found outside. Oliver wants to stay inside and tries restraining him. Jarrod physically starts changing, lifts Oliver off the floor and vows to protect his family.
A US Navy fleet arrives off the coast, and helicopters land soldiers on nearby rooftops. Jarrod and Elaine go to the roof hoping to catch a ride to safety. Oliver and Candice stay in the condominium but are found when Candice accidentally exposes herself to the light and is abducted by a squid alien, with both being blown up by soldiers on a nearby roof soon after. Afterwards, Oliver attempts to kill a tanker alien by turning on a gas stove and igniting a lighter, causing the room to explode. The soldiers are thrown off the roof by the aliens and a squid alien attacks Jarrod and Elaine. The badly injured Jarrod kills it. The couple accepts their fate, looks into the blue light, and are sucked into the mother ship. The naval vessels off the coast are shown burning and sinking. A brief montage of cities such as London, Las Vegas, Hong Kong and New York City shows that have all succumbed to the invasion and the aliens appear to have won.
Inside the alien ship, Elaine wakes on a pile of human bodies. Tubes are sucking human brains into machines. Probes go through the pile looking for what they can find. Elaine sees Jarrod in the pile but has to watch helplessly as his brain is removed. She is probed and transported to a chamber with other pregnant women. She watches as another pregnant woman has her baby removed and dies. Meanwhile, Jarrod’s brain, glowing red, is inserted into a new alien body. Animating the body, Jarrod seems to retain control and comes to the aid of Elaine, who recognizes him when he caresses her belly and her head. He then turns around to confront advancing aliens. In the credits, a series of still images depict “Jarrod” protecting Elaine and their child from the aliens.
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