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Following an argument with her fiancé Ben, Michelle leaves New Orleans and drives through rural Louisiana. Late at night, she turns on the radio only to hear that there were continuous blackouts in major cities. Distracted by a call from Ben, Michelle gets into an accident and is rendered unconscious. She wakes up in a concrete room chained to a wall, and is approached by a man named Howard, who explains that an attack of unknown origin has taken place and that he brought her to his bunker after finding her on the side of the road. Michelle meets Emmett, another survivor who witnessed the attack and fled to Howard's bunker. During dinner, an unconvinced Michelle steals Howard's keys and tries to escape, but discovers Leslie, a woman suffering from severe skin lesions, begging to get into the bunker. When the desperate woman bangs her head against the bunker's reinforced door in an attempt to get in, Michelle realizes Howard was right and stays.
As time passes, the trio begins adapting to living underground, and Howard tells Michelle about his daughter Megan, of whom he lost custody. But Michelle and Emmett eventually detect inconsistencies in his story, ultimately discovering that the picture of "Megan" Howard showed Michelle is actually that of Brittany, a high-school classmate of Emmett's younger sister who went missing two years before. Upon finding another photo of Howard and a glum Brittany in the bunker, Michelle and Emmett realise that Howard abducted and murdered Brittany. Realizing that Howard is dangerous, they begin to plan an escape and fashion a makeshift biohazard suit, but Howard discovers that they are planning something. In defense of Michelle, Emmett accepts the blame and claims he was creating a weapon in order to steal Howard's gun, wanting Michelle to respect him the same way she respected Howard. After seemingly accepting the apology from Emmett, Howard summarily executes him with a revolver. Michelle works to complete the bio-hazard suit but is again discovered by Howard. She dumps a vat of perchloric acid on him, severely burning him and inadvertently starting an electrical fire. She climbs through the air ducts despite Howard's protests that "they will get you", puts on the suit, and escapes outside, where she realizes the air is not toxic.
A techno-organic extraterrestrial craft appears in the distance; the bunker then explodes, drawing the craft's attention. Michelle is attacked by the craft and by a creature on the ground. The craft releases toxic gas, forcing her to take shelter in Howard's truck, which is then picked up by the craft as it attempts to consume her. However, Michelle assembles a Molotov cocktail and throws it into the craft, which is destroyed. Michelle drives away in Leslie's car and hears a radio broadcast about successful human resistance efforts. Survivors are directed to evacuate north of Baton Rouge, while those able to aid in the fight are directed to Houston; reaching a crossroads, she heads for Houston while another alien ship can be seen in the air.