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NOTE: This spoiler was sent in by Marcus.

The film begins in Central Park, New York City around 8AM. Two women sit on a park bench and read books. One of the women says that she forgets which part she was at, and the other woman reminds her. The other woman then hears screaming, and sees in the distance people clawing at themselves. The second woman says that she again forgot which part she was at in the book. The other woman looks around and sees that everyone around her has stopped moving, and one person is walking backwards. The second woman stops talking, grabs her hair pin, and stabs herself in the neck. A couple of blocks down, construction workers pass the time by joking around when they see someone crashing down to the ground behind them. They rush over to see that it’s one of the construction workers that were working on the roof. Another body comes crashing down. And then another. And then another. One of the construction workers looks up and sees that the other workers are throwing themselves off the roof.

We are then introduced to science teacher Elliot Moore (Mark Wahlberg), who states that there are honey bees disappearing all over the world and no one knows why. He asks his students for theories on why this is happening, and they range from pollution to a virus. He shoots down each theory because none of the bodies were found. Elliot then asks a kid who has a perfect face what he thinks. The boy says that sometimes nature will take over and no one will be able to understand why. Elliot agrees with him, and then the vice principal walks into the classroom. Elliot playfully hides, but she’s in no mood. She brings him to the auditorium, where all the other teachers are including math teacher Julian (John Leguizamo), Elliot’s friend. The principal (Alan Ruck) says that there is some type of event happening. There have been reports of a terrorist attack that’s started in park areas and is spreading. There’s a toxin that causes people to become disoriented and eventually die. He is having all the teachers send the students home until this whole thing blows over. Elliot dismisses his class and Julian invites him to come to the train station with him. Julian’s wife went to Philadelphia and Julian is going to meet her along with his daughter. They think that it’s best to evacuate outside of the where the attacks have taken place. Elliot agrees to go with him, but first he has to get his estranged wife Alma. Julian knows that their marriage is on the rocks, and he admits that he accidentally saw Alma the day of the wedding and saw her crying before the ceremony.

Elsewhere, Alma (Zooey Deschanel) sits on her couch when her cell phone vibrates. She sees that the caller is someone named Joey, but she refuses to pick it up. Elliot shows up and tells her to get ready to leave. He packs up a bag and wears a mood ring around his finger. While they’re getting ready, Joey (voice of M. Night Shyamalan) calls again and wants to talk with Alma, but she tells him to stop calling and hangs up the phone. They got to the train station, where Julian is waiting with his daughter Jess (Ashlyn Sanchez). They’ve already bought the tickets, and Jess is upset & quiet since she’s not with her mother yet. Julian tells Alma that he’s happy she came along. Alma pulls Elliot aside and gets upset that Julian knows about their marriage difficulties. Elliot says that Julian just guessed it and he didn’t tell him. Nonetheless, Alma takes her train ticket and says that she’ll sit alone on the train to cool off. Elliot, Julian, and Jess shortly follow.

In Philadelphia, a woman walks her dog through a park while a cop walks in the middle of a traffic jam. He makes small talk with a cabbie, and then the wind blows all around them. The woman drops her dog’s leash and stands still, along with everyone else at the park. The police officer pulls out his pistol and shoots himself in the forehead. The cabbie walks over to the dead cop, picks up the gun, and shoots himself in the forehead. Another woman walks over, picks up the gun, and shoots herself in the head as well. On the train, the passengers learn that Philadelphia has been attacked. Julian’s wife calls and but he can’t hear her, so he has her text message him. She says that she was able to escape from Philadelphia before the attack and she has gone to Princeton to hide. Elliot goes over to Alma, who again is talking to Joey. After a while, the train slows to a roll and then stops altogether. The train workers kick everyone off the train in a small town. Elliot approaches them and tells them that they can’t just leave them there, since no one knows where they are, and demands answers. One of the workers says that they have lost communication with everyone outside.

Some of the people from the train go to a local diner. Julian goes to the counter to order some food for Jess, leaving her with Elliot. Elliot shows Jess his mood ring and has her wear it. It turns orange, and he says that it means she will laugh very soon. Jess looks dead serious, but soon laughs when Elliot keeps staring at her. A woman nearby shows Elliot a video one of her friends sent her of someone who was infected with the toxin. The video shows a zoo trainer walking into the lions den and offering himself to the lions. They rip his arms off and maul him to death. The owner of the diner plays a TV broadcast for everyone, and it seems as though all the attacks are happening solely in the north-eastern side of the country. They also state that the attacks being done by terrorists are not likely anymore, and small towns seemed to be affected the most. Suddenly the power goes out, which freaks everyone out. The town they’re in is right in the middle of the infected area, and so everyone scrams outside. They all rush into their cars and speed off, with some picking up others but most driving off on their own. Elliot tries to get a ride with the diner owner, but he ignores him. A nursery owner (Frank Collison) and his wife (Victoria Clark) offer to give Elliot and the others a ride out of town. Elliot calls over Julian, but he says that he’s going off on his own. His wife left the city to buy a birthday present for Jess, and Julian is able to get a ride with a jeep full of people on their way to Princeton. Julian and Elliot emotionally say goodbye to each other, and Julian leaves Jess with Elliot and Alma because she’ll be better off with them. Julian gets in the jeep and drives off. Elliot, Alma, and Jess get in the station wagon with the nursery owner.

The nursery owner goes to his house to pack his belongings along with his wife. He tells the others that they can look around if they want. Elliot, Alma, and Jess walk into a greenhouse full of plants. The nursery owner says that he thinks the toxins being released in the air are not terrorists, but plants. Plants are not able to just get up and move when threatened, but they are able to defend themselves with natural toxins. They pack up their belongings and they all drive off. Meanwhile, Julian and the jeep people manage to make it to Princeton. However, they see that the toxins have reached there, and numerous people have hung themselves from trees. Julian tries to calm down a woman in the back who grows terrified by asking her to solve a riddle. Everyone shuts the windows and vents to keep the toxin out, but then Julian sees that there is a slit in the ceiling of the jeep. The jeep driver (Brian O’Halloran) suddenly stops the jeep. After a little bit, he hits the gas and crashes into a tree. The force is so violent that the driver and one of the people from the back are flung through the windshield. Julian stumbles out of the wreck, sits down on the ground, and slits his wrists with a piece of broken glass.

The nursery owner eventually comes to a stop when he sees what looks like dead animals up ahead in the distance. Elliot looks through binoculars in the back seat and sees that the road up ahead is full of dead people. They look at a map of the area and decide to try another way. As they approach a crossroad, Private Auster (Jeremy Strong) gets out of his army jeep and rushes over to them. He says that he just got back from the army base, and the toxins reached there. He saw that soldiers have thrown themselves in the barbed wire. They all look at the map again and see that they have two roads to take. However, soon many cars come down from both roads with news that there are dead bodies everywhere. Auster has everyone get out of their cars and calm down while they figure out what to do. Elliot learns that a woman is talking with her daughter at Princeton. The daughter has locked herself in her dorm room, and she says that everyone outside is dead. The woman soon loses contact with her daughter, but not before she hears her daughter opening the door and walking outside. Elliot cries by himself by the side of the road since he knows Julian is most likely dead. Jess follows him, learns of her father’s death, and cries in Elliot’s arms. Alma puts Jess in the back of the nursery owner’s station wagon to rest. The nursery owner eats a hot dog and maintains his theory of the plants releasing the toxins in the air. Elliot looks around and notices that they’re surrounded by fields and plants. He tells Auster that they can’t just sit there and do nothing. Auster finds a man who’s a realtor in the area, and he says that there’s a small town not on the map that they can go to. It’s better if they stay out of populated areas and away from people. Everyone will divide up into two groups – those who are ready to leave immediately, and those who have to gather up their belongings before leaving.

Elliot, Alma, Jess, the realtor, and a bunch of others leave immediately. Elliot wonders if maybe they should’ve waited for the other group. The nursery owner, his wife, Auster, and many more others take off in the second group. Soon, two men start arguing in the middle of a field and the wind blows through the group. Auster yells, stands still, walks backwards a little bit, and then gets out his pistol. The nursery owner holds his wife’s hand as he knows what will happen next. Elliot’s group hears Auster shoot himself in the head, and then they hear as the others slowly pick up his gun and kill themselves one after the other. Elliot says that he believes the plants are releasing the toxin, and so the other group is dead. The plants must feel threatened when there’s a large group of people present. Elliot has his group split up into three smaller groups and run as the wind blows through the field. Elliot, Alma, Jess, and two chubby teenage boys run off while the others run in other directions. Elliot’s group manages to outrun the wind and so they are okay. Also, somewhere along here Alma told Elliot that Joey is a co-worker of hers, and she went out on a date with him but that’s all that happened. The two chubby teenage boys are Josh (Spencer Breslin) and Jared (Robert Bailey Jr.). Elliot’s group walks through a field and then come across an abandoned car. Elliot goes by himself to investigate. He doesn’t find anyone, and he doesn’t find a map. He sees a house in the distance, and so he leads the others towards it.

Inside the house, Elliot finds a map of the area and says that they should leave soon. Alma takes Jess to the bathroom, and then Elliot sees a plant in the corner of the room. Scared, Elliot talks to the plant and tries to give off good emotions…but then sees that the plant is fake (plastic). Elliot feels like an idiot for talking to a fake plant, and then goes into kitchen. Jared notes that everything in the house is plastic. The group soon sees that there are larger groups of people coming towards where they are. Elliot decides that they should leave, and so they take off into the fields again. Elliot sees the wind blowing through the huge group of people. One man becomes disoriented, walks over to a big lawn mower, and then lies down directly in the lawn mower’s path. The lawn mower runs him over and cuts him into pieces as Elliot watches from afar. Elliot and his group come across a radio on a wooden fence, and the news reports are telling everyone in the infected area to go to their local police stations. Elliot shows Josh his mood ring while Jared gives Elliot pointers on how to be cool with his wife. Alma says that Jess has to stop and eat soon because she’s tired.

Elliot’s group comes across an old farmhouse. Jess swings on a tree swing while Elliot, Josh, and Jared see if anyone’s home. The house appears abandoned, and Josh says that they should just break in and take some food. Elliot is against that, and then Jared sees someone moving inside the house. A voice inside orders them to get off his property. Elliot says that they just want some food for Jess, but the man inside says that they’ll bring the toxin with them. He again orders for them to leave. Elliot is about to get everyone to leave when Josh kicks the door and insults the man inside. Jared also bangs on the boarded up window and then sees someone else is inside the house. While the boys angrily try to break their way inside, the front door suddenly cracks open. The man inside blasts Josh in the chest with a shotgun, and then shortly afterward Jared is shot in the head. Elliot can’t believe that the boys were senselessly murdered, and Jess covers her ears while crying. The remaining three run away from the farmhouse. They eventually come to another farmhouse, but Elliot is more cautious this time. He goes by himself to the front and then sees the owner, Mrs. Jones (Betty Buckley), sitting on her porch, enjoying some lemonade. She says that he might as well stay for dinner, and invites everyone inside.

Elliot, Alma, Jess, and Jones eat dinner and seem to get along. Jones makes mention that there’s a little shack in the back of the house that used to harbor slaves in the past. There’s a pipe that runs from the house to shack in the back, and the pipe was used to communicate between the two places. Jones doesn’t have a TV or radio, and so she doesn’t know what’s happening outside (nor does she want to know). Jones can tell that either Elliot or Alma is chasing the other in the game of love, and wants to know who’s chasing who. Elliot raises his hand, and Jess reaches over to touch Jones’ tea cup. Jones suddenly slaps Jess’ hand away, telling her not to touch things that aren’t hers. Elliot and Alma are startled by her harsh reaction, and Jones gives Jess a cookie to eat. She says that they might as well stay the night. While Jess sleeps on the guest bed, Elliot and Alma talk about how weird Jones is. Elliot says that they’ll just have to deal with it, and then they hear a noise from the hallway. When Elliot investigates, he finds Jones at the end of the hallway. She says that she could hear them whisper, and she thinks they’re plotting to steal something or kill her in her sleep. Elliot assures her that’s not what they were talking about, but Jones walks away. Somewhere along here we also see some other news broadcasts, which state that since the event happened so fast, it can end just as quickly. A couple of elderly women watch TV while wearing gas masks and some guys elsewhere load up on weapons.

The next morning, Elliot wakes up by himself on the bed. He hears Alma and Jess laughing downstairs. Elliot looks for them but can’t find them. He sees Jones’ bedroom and knocks on the door. He approaches her bed to find that she’s placed a doll in her place. Jones suddenly pops up behind Elliot and says she knew he was trying to kill her. Angry, she storms outside while Elliot tries to get her back inside and calm her down. The wind blows through the field, and Jones gets infected by the toxin. She slowly walks backwards and then looks at Elliot, who runs back inside and closes the door. He yells for Alma to shut the windows and doors, but he still can’t find her. Elliot then hears loud banging on the walls from the outside. Jones then appears before a window with a bloody nose (the banging was from her smashing her face onto the house). Jones smashes her face through the glass window, causing a shard of glass to get stuck in her eye. She then slowly walks towards another window and smashes her face through it, causing the wind to come inside the house. Elliot locks himself up in a room and then realizes that Alma and Jess are in the shack in the back. He yells through the pipe for Alma to shut the door and windows, which she does just before the wind can reach them.

Elliot and Alma figure that this is the end. They reminisce about their first date, and how Alma was so quiet until Elliot gave her his mood ring. It changed to pink and he said that it meant she was in love, which got her to talk. However, she later found out it meant that she was horny, which didn’t upset Elliot at all. They both forgot what the color for love was, and Elliot says that if they’re both going to die, he wants them to be together. Elliot emotionally opens the door to the house and walks outside while surrounded by the wind. Alma and Jess and walk towards Elliot. The wind surrounds them, but they are not affected by the toxin. They all go back inside the house, and Elliot says that the event must’ve stopped just before they went outside.

Three months later – Alma gets Jess ready for her first day of school. She puts a photo of Jess’ parents in her backpack and hugs her. Elliot walks Jess to meet the school bus, and promises to pick her up after school. We see on the news that the event only happened in the north-east area, and everywhere else in the world was unaffected. A reporter interviews a professor, who believes that the plants released the toxin because of how much we have polluted the planet, but people have a lot of doubt about it. Due to how short it lasted and where it happened, some believe that it was the government’s fault with maybe a test gone awry. Meanwhile, Alma waits anxiously in the bathroom. After some time passes, she looks at a pregnancy test and it’s positive. As Elliot walks back home, Alma surprises him outside with the news that they will have a child together. Meanwhile, in France, we see two French bicyclists walking through the park when the wind starts to blow. One of the bicyclists looks around and sees that everyone, including his friend, has stopped moving.

The film ends with the bicyclists’ friend becoming disoriented, showing that the event is happening again in France.

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