In 1979, Deputy Sheriff Jack Lamb (Kyle Chandler) of Lillian, Ohio, and his 14-year-old son Joe (Joel Courtney), mourn the death of his mother Elizabeth (Caitriona Balfe) in a steel mill accident. Jack blames her co-worker, Louis Dainard (Ron Eldard), as she was covering his shift while he recovered from a hangover.
Four months later, Joe's best friend Charles Kaznyk (Riley Griffiths) decides to make a low-budget zombie movie for an international film competition. Charles enlists the help of Preston (Zach Mills), Martin (Gabriel Basso), and Cary (Ryan Lee), as well as Dainard's daughter, Alice (Elle Fanning). Joe and Alice, though their fathers would be furious, become smitten with each other.
Charles wants to film a scene at a train depot using a passing train to add authenticity. While filming, Joe witnesses a pickup truck drive onto the tracks and ram the train, causing a massive derailment that just about destroys the whole train and the friends barely escape. The children investigate the wreck and find a pile of strange white cubes, then discover the truck's driver is Dr. Woodward (Glynn Turman), their biology teacher. Woodward, barely alive, warns them at gunpoint to forget what they saw that night, or else their parents will be killed. The children flee the scene just as a convoy from the local U.S. Air Force base, led by Col. Nelec (Noah Emmerich), arrive at the scene. Nelec discovers an empty box of Super 8mm film, and assumes the event was captured on camera.
While Joe and Charles wait for their film to be developed, the town experiences strange events: All the dogs run away, several townspeople go missing, and electronics from all over are stolen. Overhearing military communications, Jack approaches Nelec to address the rising panic in town, but Nelec instead orders him arrested. Nelec orders the use of flamethrowers to start wildfires outside of town, as an excuse to evacuate people to the base. Suddenly, soldiers sweep into town to begin the evacuation. Meanwhile, Joe and Charles watch the derailment footage and discover that a large creature had escaped from the train.
At the base, Joe learns from her father that Alice is missing, possibly abducted by the creature. Joe, Charles, Martin, and Cary find a hole in the base's fence and slip back into town, intent on rescuing Alice. They first break into Dr. Woodward's storage trailer and discover films and documents from his time as a government researcher.
They play the film, which reveals that an alien crash-landed in 1958. The Air Force captured the alien and was running experiments on it while keeping it from its ship. Woodward was one of the scientists experimenting on the ship, composed of thousands of the white cubes. At one point, the alien grabs Woodward, apparently establishing a psychic connection with him. Now understanding the alien, he was compelled to rescue it and help it escape from Earth. Finding out about the train years later presented him with the opportunity to help the creature. The boys are caught by Nelec, but as they are taken back to base, the alien attacks their bus. The airmen are killed and the boys escape. Meanwhile, Jack escaped from the base's brig and made his way to the shelter housing the townsfolk. He learns from Preston about Joe's plan to rescue Alice. Jack and Dainard then agree to put aside their differences to save their kids.
In town, their hardware malfunctions as the military attempts to kill the alien. Martin is injured in an explosion, so Charles stays behind with him while Joe and Cary head to the cemetery. Joe earlier saw something there that made him suspicious. Inside the cemetery's garage they find a massive tunnel leading to a warren of underground caverns. In a chamber beneath the town's water tower, they find the alien has created a device from the town's stolen electronics, and it's attached to the base of the tower. The alien also has several of the people, including Alice, hanging from the ceiling and unconscious. Using Cary's firecrackers as a distraction Joe frees Alice and the other people, but end up trapped in a dead end cavern after the alien chases them down. Alice and Cary scream and run, but Joe steps forward and tries to talk to the alien. The alien grabs Joe, who quietly speaks to the alien, telling him over and over that "bad things happen" but that the alien "can still live". The alien finally opens his eyes, which seem to have been sealed shut to his time in captivity and looks at Joe. After studying Joe for a moment, the alien releases him and departs, allowing the three to return to the surface.
As they reunite with their fathers, everyone watches as metal objects from all over town are magnetically pulled to the top of the water tower. The white cubes are also pulled in to assemble into a spaceship around the water tank. The locket that used to belong to Joe's mom is also drawn towards the tower and Joe, after a brief moment, decides to let it go. The alien enters the completed spaceship; the water tower implodes and the ship rockets into space. Joe takes Alice's hand as they watch the ship depart into the night sky.
During the credits, the kids' completed film, entitled The Case, is shown.
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