Fifteen year-old Sheldon Hickory fights for his life as unusual creatures take over the town of Hidden Trail. On the run, Sheldon and his dad help a group of neighbors hideout, only to be attacked the next day by a larger, more evolved alien species. Separated from his father, Sheldon is brutally beaten and wakes up days later in an abandoned school with a beautiful girl named Cara. The two spend time together in hiding along with a couple of kids who have strange ideas about the intentions of the alien invasion.
The group is soon picked up by some edgy teenagers who have hot-wired an old school bus, and are preparing to escape to the water. However, when Cara surrenders herself, Sheldon learns about the horrifying yet curious vision of these rapidly evolving aliens. The lovestruck teen soon questions the morality of the human spirit, and wonders what it might be like to submit to the utopian idealisms of this new alien race.