Cassie Sullivan is an ordinary high school student until Earth is attacked by an alien species known as "The Others." The invasion comes in a series of devastating waves. The first wave knocks out all electricity. The second wave brings massive earthquakes and tsunamis. The third wave unleashes a deadly virus that kills most of the population. As society collapses, Cassie is separated from her family and must fend for herself in a world that no longer resembles the one she knew.
Cassie's younger brother, Sam, is taken by the military under the promise of safety, but she soon learns that nothing is as it seems. Determined to find and rescue him, Cassie begins a dangerous journey. Along the way, she is injured and saved by a mysterious young man named Evan Walker. Though wary of trusting anyone, Cassie reluctantly accepts his help, even as she suspects he may not be entirely human.
Meanwhile, Sam and other surviving children are being trained by the military to become soldiers in a secret base. One of these recruits is Ben Parish, Cassie's high school crush, who becomes a leader among the children. They are told the aliens have taken human form and must be hunted down—but doubts begin to emerge about the true identity of their enemies.
As Cassie recovers and learns more about Evan, he reveals that he is actually an alien who has fallen in love with her. He helps her infiltrate the military base where her brother is being held, even though doing so means turning against his own kind. Cassie and Evan team up with Ben and other kids from the training camp to fight back and uncover the truth.
In the climax, Cassie successfully rescues Sam, and the group narrowly escapes the alien-controlled facility. Though the world remains under threat and the full extent of the alien plan is still unfolding, Cassie chooses to keep fighting for those she loves. The film ends with a sense of resistance and hope, as the survivors prepare for the next phase of the battle against The Others.