This movie started with the funeral of Joe Lamb (Joel Courtney)'s mother, who had died in an accident at the mill. While he was sitting on a swing outside his house, Louis Dainard (Ron Eldard) came to attend his mother's funeral. As soon as he entered the house, Joe heard yelling coming out from his house. Soon, he saw his dad, Jackson Lamb (Kyle Chandler) shoving Dainard down the steps and pushing him into his patrol car.
Four months later, during the summer break, Alice Dainard (Elle Fanning) was invited by Charles (Riley Griffiths) to join the acting crew for his short film. When he broke the news to Joe, Joe was overly excited because he had always had a crush on Alice. One night, Alice, who didn't have a driver's license, took her father's car to take Joe and his friends Charles, Preston (Zach Mills), Martin (Gabriel Basso), and Carey (Ryan Lee) to the old train depot to act a scene for the short film. While shooting, the group was fascinated by the acting skill of their new team member, Alice. During the shoot, Joe saw a pick-up truck driving towards an oncoming train on the tracks. A massive derailment happen but all of them survive. Upon surviving the accident, the kids found a lot of strange white cubes which looks like a Rubix's cube lying all over the ground. Joe took one of it home with him. Joe also saw the walls of one of the container was badly hit inside out as though something inside was trying to escape. The kids gathered and went to a higher ground to take a better look at the whole accident scene. They saw the truck and there was a man in it. Being curious, they walked towards the truck and discover that is was Dr. Woodward (Glynn Turman), their biology teacher. He instructed them to never talk about what they saw if not their whole family will be in danger. He also asked them to run and leave the scene instantly.
Soon, the U.S. Air Force arrived at the place and the kids quickly packed up and ran. However, the U.S. Air Force saw their car going off but didn't managed to see the plate number. The commanding officer, Colonel Nelec (Noah Emmerich), ordered to search the whole town of Lilian to find the people who witness the crash. The U.S. Air Force was shown collecting the white cube and they discovered one of it was missing. Nelec then took Woodward back to his camp and questioned him. When Woodward refused to cooperate, Nelec killed him with a lethal injection.
One day, Louis came home to see Joe standing at the door step of his house talking to his daughter Alice. He told Joe to go away and Joe was not allowed to see his daughter again. Later, Alice told Joe that her father was an alcoholic and he was drinking on the morning where the accident happen to Joe's mother.Joe's mother took over Louis's shift and unfortunately, the tragic incident happen. Alice felt bad over her father's behaviour and apologised to Joe.
Since the day of the crash, strange things began to happen. Dogs went missing, people went missing, electrical appliances went missing and the power supply of the town was deliberately being interrupted. Alice was also abducted by the creature and her father withnessed the abduction. In order to find the last missing piece of the white cube and also to capture the creature, the Air Force launched "Operation Walking Distance" and started a fake wildfire outside of town to evacuate the town. All the people of the town was sent to the evacuation camp. Jackson who tracked the fequency of the air force found out about Operation Walking Distance. He confronted Nelec and he arrested by the air force. At the camp, while looking for his father, Joe ran into Louis. Louis told him that the creature abducted his daughter, Alice.
Joe told his gang about Alice and they decided to go save Alice from the creature. They convincing the film store clerk to drive them back to their school. They broke into Woodward's storage to find some details on the creature hopefully to find some clues to locate Alice and save her. They found some papers, film, and audio recordings. From the documents, they discovered that the government imprisoned an extraterrestrial creature that crashed on Earth in 1958. The alien wished to rebuild its ship and return home, but was instead imprisoned and tortured by the Air Force in order to learn from the creature's advanced technology and intellect. One film showed Woodward was attacked by the alien while feeding it. During the physical contact, a telepathic bond was formed between the creature and Dr. Woodward. Dr Woodward wanted to free the creature but he was dismissed from the research team. Dr Woodward hope that by colliding with the train, he could help free the creature.
Meanwhile at the Air Force base, Jackson managed to escape from the imprisonment and dressed up like one of the airmen to slip out of the base. At the same time, Colonel Nelec and his men searched the school and found Joe, Carey, Charles, and Martin going through Woodwards' files. He put them on the security bus to take them back to the Air Force base. While heading back, they were attacked by the creature. Joe and his friends escaped by breaking through the glass windows. The creature killed Nelec.
Jackson who escaped the base went to the evacuation camp to look for Joe. He found out that Joe was on his way to go save Alice. Jackson also saw Louis who was being held by two air force men. He lied that Nelec gave him orders to take Louis.Both of them then embarked on their journey to find their child.
After surviving the bus attack, the kids went to the town which was now under heavy fire because all the fire arms went out of control. They entered one of the abandoned houses and were hit by an explosion. Martin was injured. Charles stayed behind to look after Martin while Joe and Carey went to save Alice.
Joe suspected that the creature is at the cemetery. Both of them headed to the cemetery and true enough, the creature built a nest there. The creature dug a very big connecting tunnel underground cave. Joe and Carey witnessed the creature eating up the people it captured. Joe came up with a plan to rescue Alice. Carey used his fireworks to distract the creature while Joe save Alice. They also managed to rescue the town's sheriff and another woman. As they were trying to find their way out, the creature saw them and gave chase. It took the sheriff and the woman again. Joe, Alice and Carey ran for their life and came to a dead end. When the creature grabbed Joe, Joe spoke to it true heartedly. The creature felt Joe's sincerity and let him and his friends go. The creature then made it's way to the ship he was building. Joe and his friends escape. Joe and Alice then reunited with their fathers who was in good term after talking to each other. Shortly after that, the whole area became a magnetic field. All metal items were attracted towards the water tower. Soon, a ship began to take form around the water tower. The strange white cubes were parts of the ship. The movie ended with the ship blasted off while Joe held Alice's hand.
At the credits, the short film by Charles was shown.
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