As strange lights hover in the sky over Los Angeles, people flock to investigate and begin disappearing. The lights are beginning to scoop up people. As panic fills the streets, Jarrod (Eric Balfour) tries desperately to protect his wife, Elaine (Scottie Thompson) who is also pregnant with his child. The couple first flee to the waterfront where there appears to be no alien activity. There they meet up with Terry (Donald Faison) and another group of survivors, Colin (J. Paul Boehmer) and Jen (Tanya Newbould). Eventually the group is captured to only learn the horrors of the aliens true intentions.