Elaine (Scottie Thompson) and Jarrod (Eric Balfour) have flown to Los Angeles for Jarrod's best friend Terry's (Donald Faison) birthday party. They spend the night celebrating with his girlfriend, Candice (Brittany Daniel), and his assistant, Denise (Crystal Reed). During the party, one of Terry's employees, Ray (Neil Hopkins), welcomes Jarrod to L.A., thinking he has moved there to join Terry's company. During a private argument about whether or not they should move to L.A., Elaine reveals that she is pregnant.



Early the next morning, bright blue lights descend from the sky, entrancing anyone who looks at them. The light turns their eyes milky white and inflames blood vessels, so that they stand up on the skin. Held captive by the light, humans are immobilized and engulfed by the aliens. Ray suffers this fate, but Jarrod is saved when Terry tackles him. Jarrod returns to normal shortly after. He and Terry decide to investigate the light from the roof of the highrise, where they see several alien ships descend over the blue lights and vacuum up thousands of entranced humans. Locked out on the roof, they are almost captured by flying aliens, but Elaine opens the door from inside. She is temporarily mesmerized, but Jarrod saves her.



Back in the apartment, Jarrod points out that the water seems to be free of spacecraft. He argues that it would be a safer place than Terry's condo. The group attempts to reach the marina by car. They split into two groups: Terry and Denise in one and Candice, Jarrod, and Elaine in the other. Before they begin to drive off, they meet a couple, Colin (J. Paul Boehmer) and Jen (Tanya Newbould), also attempting to flee the building. Terry's car is the first to leave, and it is immediately stomped flat by a massive "tanker" alien. Denise is presumably killed while Terry is captured. As the remaining survivors flee back into the garage, they encounter another alien capturing Colin. It corners the rest of the group, but it is knocked out when the building's concierge, Oliver (David Zayas), slams into it with an SUV. Colin is still alive inside the alien, but, as the group tries to free him, the alien wakes up, sucks out Colin's brain, which glows blue, and inserts the organ into its head, as a transplant.



Jen is captured as the group retreats back into the building. The United States Air Force launches a drone attack on the spaceships, nuking the biggest one. The bomb seems to destroy the ship, then it slowly begins to repair itself. After sharing with Elaine how the mesmerizing light made him feel powerful, and that he still feels powerful, Jarrod becomes adamant that they must seek safety elsewhere before it is too late. Oliver tries to restrain him, but Jarrod's eyes turn milky and his veins start to show again, as before. He demonstrates considerable strength, lifting Oliver off the floor with one hand, and swears that nothing will stop him from protecting his family. An Army helicopter lands on the roof, dropping off several snipers with .50 caliber rifles. Jarrod and Elaine go to the roof hoping to ride the next helicopter to safety. Oliver and Candice continue to hide in Terry's penthouse. Candice is absorbed and Oliver sacrifices himself in an attempt to blow up a "Tanker" alien on the side of the building. By tag-teaming an alien, Jarrod and Elaine resist capture, eventually killing it. In spite of this temporary reprieve, Jarrod and Elaine are trapped when the aliens defeat the military. Resigned to their fate, they both look into the blue light of an alien ship and embrace as they are abducted.



A montage shows that cities like New York City, London, Hong Kong, and Las Vegas have all fallen prey to the invaders. Onboard the alien spacecraft, tendrils are inserting human brains into alien husks, re-animating them. Elaine helplessly watches as Jarrod's brain is removed from his body. She is spared this fate when the alien sorter realizes that she is pregnant. Elaine is then transported to another chamber. Meanwhile, Jarrod's brain, which glows red instead of blue, is inserted into an alien body. Instead of simply powering the alien body, Jarrod seems to retain control and conscious, he leaps to the aid of Elaine and their unborn child. The film ends with a series of still images between the credits that depict "Jarrod" protecting Elaine and their child from the other aliens.