NOTE: This fantastic spoiler was sent in by Caboose who says..."It was an ok movie. A little creepy, but it wasn’t like the original. A handful of the scenes in the movie are told by psychological flashbacks and there’s a lot of detail to keep up on, so I tried my best to keep up with them."

In a run-down liquor store, a tired Carol Bennell (Nicole Kidman) searches frantically for something. As she does this, we notice a large blood stain on the wall. After a minute or two, Carol finds what she’s looking for: anti-drowsy pills. She looks at the bottles and names off a few, and then grabs every pill she can find (which is a lot). She goes to the fridge, grabs a 2-liter bottle of Mountain Dew, and takes a bunch of pills. As she takes the pills, we hear a bunch of people banging on the other side of a door labeled “Employees Only”. Carol starts to lose her mind as she listens to the people banging on the door……

The Invasion title shows up on the screen.

Cut back to a few days before. We see a space shuttle fall from space down to Earth, with countless amounts of debris falling off it. We then see a handful of TV news reports talking about the space shuttle travesty and how debris has scattered from Texas to Washington D.C. (or something close to that). We then focus on the quarantined zone in D.C., where Tucker Kaufman (Jeremy Northam) is escorted into the zone (NOTE: Tucker was sent in by the President). Tucker investigates the debris, and all the alien life forms that were discovered all look like spores. As Tucker wraps up and gets ready to leave, a little girl runs up and gives him another piece of alien debris; Tucker gets pricked as he grabs the piece. Later that night, he goes home to his wife who nags him for coming home so late before they go to sleep; Tucker also finds it kind of weird that their dog continues to growl and bark at him. At 4am that night, we see Tucker’s body becomes very scabby-looking as he sleeps.

That same night, we see Carol wake up to the screaming of her son Oliver (Jackson Bond); he’s obviously having a nightmare, but he screams extremely loud (important later). The next morning, Carol eats breakfast and files through some divorce/child custody papers. Later, Carol goes to work, where she is a psychiatrist in Washington D.C. At work, she gets a call from Tucker; turns out he is her ex-husband. Tucker, who now seems emotionless (I wonder why), asks to see his son sometime soon. Carol finds this kind of weird, since Tucker only calls on holidays, Oliver’s birthday, etc. Later in the day, Wendy Lenk comes in for her appointment with Carol. Wendy, a depressed housewife, admits to Carol that she doesn’t think her husband is “her husband” anymore. Wendy tells of a few instances where her husband doesn’t show any signs of emotion. Carol gives her an anti-depressant prescription and tells Wendy she needs to call the cops if her husband does anything life threatening to her.

After Carol closes up her office for the day, she meets up with one of her neighbors Dr. Ben Driscoll (Daniel Craig). Ben and Carol are best friends, even though it’s obvious he has some feelings for her. Carol asks his opinion on what Tucker wants, but Ben doesn’t have a clue. Later that night, Carol and one of her friends take their kids trick-or-treating (forgot to mention that this night is Halloween, but it’s not that important). Oliver demonstrates he is a little afraid going trick-or-treating, showing how close he and his mom are. After a few minutes of trick-or-treating, they go to a house where a dog begins to growl viciously at the kids. Carol guides the kids away from the house, but the dog gets out and attacks on of the kids. They get the kids back home and everyone is relieved when they find out there’s no cuts on the kid; Carol is also surprised that the kid showed no emotion at all when he was attacked. As the kids sort out the candy, Carol notices the kid starts sorting his candy out, compared to the other kids who just go into their bag and eating whatever they pick; meanwhile, Oliver finds a latex looking thing in his bag. Carol looks at it and decides to bring it to Ben for him to take a look at it. Ben takes it to his colleague Dr. Stephen Galeano (Jeffrey Wright) who notices it’s a living organism.

As this goes on, we see more news stories of a dangerous flu virus sweeping the nation. At a press conference, Tucker tells the reporters how they’re already is a vaccination made to cure the flu; a reporter asks Tucker how they could make a vaccination if the flu just started striking, but Tucker pretty much tells her “don’t ask questions”. As this happens, we see two of the waiter puking into the coffee pots – obviously they’re infected and are spreading it to everyone else in the room. Later on, Carol drives Oliver to spend his weekend with Tucker. As they play a game where they name off different kinds of pickles, Carol suddenly brakes in front of a woman who’s screaming, “THEY’RE COMING!” Carol tries to stop the woman, but the woman keeps running and eventually gets clocked by another car. The police show up, and Carol tells the cop she was a witness; however, the police just tell Carol he wrote her license plate down and will be in touch if he needs her help. Carol finds this strange, especially since the person who hit the woman doesn’t get out of the car and just stares at her with no emotion. After Carol drops Oliver off at Tucker’s, she goes to a dinner party with Ben. At the party, Carol is introduced to Dr. Henryk Belicec (Josef Summer) and his wife, who immediately take a liking to Carol. Meanwhile, Oliver plays video games with a friend of his named Gene (who conveniently lives next door to Tucker). They both talk about how their dad’s are acting strange before Oliver goes inside. Tucker is waiting for Oliver and offers him some “hot chocolate”. Back at the party, Carol is introduced to a Russian named Yorish. Yorish goes on a rant about the world and how civilization crumbles in the worst times; Carol disagrees with him, pointing out that human beings have greatly evolved throughout the years. Henryk is impressed by Carol’s knowledge and insists Ben marries her. After the party, Ben drives Carol home and thanks her for being his date for the night. They kiss, but Carol stops him, saying she doesn’t want to lose what they have. Ben agrees, and they both go to their homes.

That same night, Carol is interrupted by a knock on the door. A man wants to conduct a survey on her, but Carol complains how late it is. She offers to talk to the man when the door is locked. The man eventually tries to break in, but Carol locks him out for good. The man calmly walks away, and a freaked out Carol calls Ben. The next morning, Ben makes breakfast for Carol, but Carol insists she is too busy at work today. When she gets to her office, Wendy’s husband is there waiting for Wendy. Carol knows Wendy wasn’t supposed to come in today, so she goes into her office to call Wendy. Wendy is walking towards Carol’s office building when she halts after hearing her husband is waiting for her. She tells Carol to keep him company as she makes a run for her sister’s house. Carol hangs up the phone and is confused on what to do. She starts thinking about everything Wendy said in their meetings and all the strange stuff she’s been noticing. Her thoughts are broken by her secretary, who tries to feed her some “tea”. Right before Carol drinks it, Ben calls her.

Carol meets with Ben and Stephen again, and Stephen shows the two what he found out about that organism: it stays in a person’s DNA and reprograms all their cells. It can also live up to 700 degrees in heat. As this happens, Ben gets a call from Henryk’s wife; there’s something wrong with Yorish. Carol, Ben, and Stephen head over to Yorish’s house to find Yorish sleeping, but he’s covered with the scabs that were on Tucker earlier. Carol takes a picture of Yorish, which causes him to wake up and attack Carol. Ben and Stephen knock Yorish off her, and he begins to crawl away before going into cardiac arrest and dying. Carol gets freaked out and decides to go get her son.

Carol makes it to Tucker’s house to find him meeting with some colleagues. Tucker tells Carol that Oliver is at Gene’s house, so Carol goes to get Oliver’s things. Suddenly, the colleagues get up and slowly surround Carol. This is where Tucker says the “You won’t feel a thing” line and Carol starts to figure out there’s an invasion going on. Tucker holds her down and starts puking in her face. Carol gets up and runs to Gene’s house, where Oliver is nowhere to be found. She tries driving away, but she’s stopped by a group of infected in the middle of the street. Carol gets out and starts begging help from other drivers (sound familiar?) as she gets chases by Tucker and his people. Carol escapes to the subway, where everyone sits emotionless. As she breathes extremely hard, the passengers tell them they’re not infected and to not show emotion – nobody can tell if they’ve been infected or not. A group of infected board the train, but one girl flips out and tells them to leave her alone. The infected chase the non-infected to the end of the car as the car comes to an emergency stop. The infected break in and start puking all over everyone as Carol escapes the train. Through the subway tunnels, she walks into an electric room where another infected stops her; the man tells her not to shoot him (I forget how Carol got a gun) since he has three kids, but Carol shoots him when he tries attacking him. She drops the gun and calms her emotions down before she walks outside. Outside, people are being attacked by the infected on the streets, and Carol joins a group as they watch two people jump off a building (just a way of seeing which onlookers would get emotional when they jump).

At Yorish’s, Carol freaks out because she couldn’t find Oliver; Ben promises her that they will find her son. Stephen explains his new discovery about the organism: it attacks when you sleep (which explains the scabs on people); he also somehow found out there’s a secret military base they can escape to, but Carol and Ben decide to stay back and find Oliver. Downstairs, Henryk’s wife gets attacked by an infected Henryk. As more people enter the house, Carol, Ben, and Stephen escape out the back. Stephen goes his separate way and tells the other two to call him once they have Oliver. Through text messages sent by Oliver, Carol finds out Tucker is taking him to his mother’s house in Baltimore. As they walk, they find a dead cop, so they drive away in the cop car and Ben puts on the officer’s suit to disguise himself.

Before they leave for Baltimore, they see Wendy being pulled away by the infected as she screams, “I WAS ASLEEP!” Carol is confused since the infection attacks when you’re asleep, so they make a pit stop at her office for a look at Wendy’s records; doing this, she and Ben realize Wendy was immune to the infection thanks to a disease she had a child called ADEM. Carol says Oliver also has ADEM (explaining the screaming nightmare he had in the beginning), so they get happy knowing Oliver is immune. Carol also admits she’s infected and can’t go to sleep, so Ben decides to do what is best for Carol – so he drops her off at the train station and makes a run for it (WTF?). Carol calmly boards the train and hides in the bathroom. She realizes she’s getting exhausted and starts having nightmares about the virus going through her body. When she comes to, she notices a lot of that latex-organism before, so she decides to get out of the bathroom. Gene (who’s now infected) is waiting for her and tells her to stop pretending and just sleep. Carol cooperates, as long as she can do it alone; Gene agrees and Carol locks herself in the bathroom. She then realizes the latex organism is actually the scabs found on the sleeping people, so she comes up with an idea.

Gene opens the door to see Carol peeling the organism skin off her body as she acts emotionless. Carol and Gene get off the train, and Tucker is waiting for them. The three of them go to Joan’s (Tucker’s mother) house for dinner; Carol asks if Oliver will be joining them, and Joan says probably. As they all eat dinner in silence, Carol gets a call from Ben; she plays it off like it’s someone else, and Ben learns what city she’s in via a code. Carol asks to be excused, but really goes through the house to find Oliver. She ends up finding Oliver pretending to be asleep. He tells her he’s fallen asleep but hasn’t been infected; Carol tells Oliver he’s immune to it. They hug each other and make a quiet escape out the condo. However, Tucker finds out they’re escaping and begins a running chase after them. Carol and Oliver escape through an alley and hide out in an abandoned basement. However, Oliver steps on some glass which attracts Tucker to go inside the basement and lock it so no one can get out. He starts calling for Oliver and saying the reason he and Carol’s marriage failed was because she loved Oliver and her job more than him. As he walks toward the back, Carol makes a run and tries breaking the lock with a hammer; Tucker catches her, but Oliver distracts him long enough so Carol can beat him over the head with a hammer.

Carol and Oliver go back outside and end up walking into a broken down drug store (the same one from the 1st scene). Carol explains to Oliver she needs to find pills to keep her awake; she also tells Oliver to give her a shot of adrenaline if she ever falls asleep. Later, Oliver notices the Employees Only room, so Carol goes to check it out. Inside, she finds a handful of people sleeping and changing; Carol makes a quick move by stealing a police officer’s gun, leaving the room, and locking the door behind her. Somewhere in between these scenes, Ben calls and asks where they are; Carol tells them what liquor store they’re at, and Ben says he’ll be there as soon as possible. A few hours later, Ben still isn’t there and both Oliver and Carol are sleepy. As Oliver falls asleep, the scene at the beginning occurs, and Carol finally falls asleep. She starts having nightmares of what her cells are doing. Eventually the people banging on the door wake Oliver up, who goes on a frantic search to find his mom. Oliver finds his mom passed out in an aisle, and her skin is starting to become scabby. Oliver quickly gives Carol the adrenaline shot to her heart, and she immediately wakes up and hugs Oliver.

After Carol washes up and realizes she still isn’t infected, she walks back out to see Ben waiting for her. They hug as Ben apologizes for being late since he had to go to a hospital; suddenly, Ben starts giving off a strange vibe – he’s now one of them! Carol tells him to stay back, but Ben lets out the people locked in the room and talks about how he should’ve conformed earlier. He demonstrates that the infection will give them a peaceful world that won’t have murder, rape, war, etc. One of the infected tries grabbing Oliver, but Carol threatens him with the gun and tells everyone to stay away from her child. She shoots all the infected except for Ben, who tells her it won’t be as easy to shoot him. Carol shoots him in the leg (she doesn’t kill him) and makes a run for it. Carol gets into Ben’s cop car and drives off.

As they drive and get chased by the infected, Ben’s phone rings – it’s Stephen. As Carol is about to tell Stephen where she is, another car collides into Carol’s, sending the car out of control and knocking Carol out. As Oliver tries waking her up, a bunch of infected jump on the car and start trying to break in. Eventually Carol wakes up and floors it, sending half of the people on the car flying back. As she rounds streets trying to throw all the infected off, Oliver talks to Stephen and finds out he’s in a helicopter. Carol has to drive to the only building that has a heliport; on the way to that building, someone throws a Molotov cocktail which causes the hood of the cop car to catch on fire. Carol crashes the car in a parking garage and she and Oliver make one last run up to the top. They get to the top and board the helicopter with cover from a few marines. Carol, Oliver, Stephen, and a few Marines fly away safely.

A year later, Stephen is now being praised for his work in making a cure for the infected. He states all the people they’ve cured can’t remember anything when they were infected (as if they were asleep). Someone asks if this means the human race won; Stephen answers with something like “the human race is on the right track”. We then cut to Carol in a new house telling Oliver and Gene (I guess he now lives with them) to have a good day at school. After they leave, we see a man reading a paper and ranting about how people are dying in Baghdad – of course, the man is Ben. As Carol gazes at him, we hear a monologue from Yorish saying how civilization crumbles when you most need it, but somehow mankind pulls together.

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A space shuttle crashes on re-entry near Washington DC and the debris are coated with an infectious alien life form. It isn't too long before it spreads all over the world.

Nicole Kidman is in search of her son who is being held by her infected ex-husband.
Her son is immune because he had a rare strain of Chicken Pox as a kid.

Nicole becomes infected but the alien transformation doesn't happen until after you fall asleep so she has been up for several days. She eventually rescues her son from her ex husband and a rescue helicopter comes to take them to a military base.

Flash forward, they are able to use the son to make a vaccine and the population is slowly reversing back to their human state.

Thanks Brian!