A space shuttle burns up upon reentry causing debris to land across a wide area of the United States. Tucker Kaufman, a member of the CDC, visits one of the crash sites and gets a cut on his hand. Dr. Carol Bennell begins to notice that people are starting to act strange. She turns to her best friend, Dr. Ben Driscoll. He takes a small sample of the material to Dr. Stephen Galeano and they soon learn the substance is not from Earth. Carol's son, Oliver starts to have nightmares and Carol thinks it is because he is about to see Tucker, his father. Tucker has been infected and begins to show little emotion. One of Carol's patients complains that her husband is acting differently. As she begins to voice these concerns, Carol begins to notice other strange things. People are staring at her as she walks by and no one shows any emotion when a woman is hit by a car. Carol soon realizes she must stay awake, find her son, and join her two friends as they try to get to Fort Dix and work on an antidote.