Jarrod and Elaine are a young couple visiting Los Angeles from New York City for Jarrod's childhood friend, Terry for his birthday. When they arrive at Terry's luxury apartment, they meet Candice, his his girlfriend, Denise, his personal assistant, and Ray, one of Terry's employees. They go to the building's pool and start partying for Terry's birthday. They notice homeland security helicopters flying over the building and towards the coast, but a check of the news reveals that nothing is amiss. During a brief argument about whether or not to move to LA, Elaine reveals to Jarrod that she's pregnant, which neither of them are ready for.
Very early the next morning, while it's still dark, blue lights begin to fall from the sky all over the city. They lights hypnotize and machines take anyone who looks at them, first taking Ray, who was sleeping on the living room floor. The group has to drag Jarrod away from the lights, who has developed blue and black veins on his face and chest from looking at the lights, but disappear as the hypnosis is broken. The lights disappear, then Terry and Jarrod run to the roof top to investigate what's happened. They see alien spaceships vacuuming up masses of screaming people. They decide to try to make a run for open water deciding that it would be the safest place. Their escape plan doesn't work, costing Terry and Denise their lives.
The next day the military launches an offensive, which turns out to be useless as the machines can repair themselves. Candice, who was watching the battle through a telescope gets hypnotized by the lights and is taken by one of the machines. Jarrod and Elaine start to realize that the situation is useless and the human race is not going to survive. After fighting a machine they realize there's no place left to run or hide and give up, kissing each other while being sucked into the ship.