Sara (Jessica Lowndes) is a young woman who is planning to go on a trip with some of her friends before she moves to Montreal. Along for the ride are:
-Sal (Jake Weary), a sports player who has brought along some beer
-Mel (Julianna Guill), Sal's girlfriend who is a film major
-Cory (Ryan Donowho), a musician
-Bruce (Landon Liboiron), a young man who is an enigma to the others, but who has been invited along by Sara.
Instead of driving to their destination, Sara has decided to fly her friends in a plane. Some are a little apprehensive regarding this, but Sarah assures them she can make the flight.
After a mysterious malfunction sends their small plane climbing out of control, a ro
After they take off, it is revealed that Sara bought Bruce a vintage comic book as a gift since she won't be seeing him after her upcoming move to Montreal. However, Sal acts like a jerk, removing the vintage comic from its protective cover and tearing out a page. As they continue to climb in altitude, Sara suddenly finds the controls stuck, and she is unable to descend. What is more frightening is a cloud mass of black and blue clouds in their path. Sara attempts to avoid it, but the plane ends up flying right into them.
After some time, panic begins to set in when Sara is unable to radio a distress, the plane continues to climb, and Sara reveals that she didn't tell anyone about her plans to fly to their destination. Fuel is also a problem, as there is only enough left for 1 hours worth of flying. Things get even more harried when Bruce suddenly panics demanding they land the plane. Sal knocks him out and ties him up.
After some time, Cory volunteers to go outside and try to manually get the tail assembly fixed. Sal ties a rope to him, and Cory clings along the side of the plane. Eventually Cory dislodges the assembly, and Sara is able to gain control. However, Cory suddenly flies off into the clouds, with Sal seeing something that frightens him, causing him to cut the cord, sending Cory to his doom.
Sal later claims that something outside took Cory, but Mel reveals that he cut the rope. Bruce then comes to, and then reveals a startling revelation:
Many years before, Sara's mother (Michelle Harrison) was piloting a family of 3, the Taylors, in a plane to a location. However, a plane came out of nowhere, and destroyed the plane. Sara's mother, and the mother (Chelah Horsdal) and father (Ian Robinson) in the family died, but the boy (Ryan Grantham) survived. Bruce reveals that he was that boy, and that Sara's mother messed up his life, but he still loves her.
Mel then attempts to kill herself by overdosing on some pills, but Bruce manages to save her. However, after he does, he glances down at the page Sal tore from his comic book... just as a giant tentacle sweeps through a window and drags Mel out of the plane! Sal goes ballistic, and then attempts to push Bruce out of the plane, but not before Sara knocks him out. However, the thing outside continues to chase after the plane and eventually takes Sal too.
Sara begins to panic, claiming that everyone is dead because of her, but it is then that Bruce reveals that he is to blame. Showing Sara the comic book, Sara is shocked when in reading the pages, several events and things that were said in the plane mirror situations in the comic exactly. Bruce reveals that he somehow has the ability to manifest things when he is afraid. He explains that a number of things coupled with his fears when he was younger most likely manifested the plane that killed Sara's mother and his parents.
Sara claims that Bruce has to face his fears if they are to escape from the clouded nightmare his mind has concocted, when suddenly they find themselves flying right into the gaping maw of an enormous creature with long tentacles.
Hoping to divert his attention, Sara kisses Bruce, which suddenly makes the storm clouds and the creature disappear. Sara is overjoyed at seeing sunlight, and the radio begins working with the voices of (Colin Murdock and Ian James Corlett). However, Bruce's fears re-manifest themselves when he realizes the kiss she gave him was not genuine, but simply a way to divert his attention. The storm and the creature reappear, and Sara is dragged out of the plane. However, Sara cries out to Bruce to think of his parents, and think of anywhere else but where they are.
Bruce manages to concentrate, and the storm and the creature disappears again. Pulling her into the plane, the two take a seat when suddenly, they see they are now in the path of an oncoming small plane! For a split-second, Sara and Bruce see who is in it: Sara's mother and a young Bruce and his parents. The planes just barely miss colliding with each other, but Bruce and Sara are now doomed as the fuel runs out, and the plane plummets.
The ending of the film cuts to Sara's mother having safely landed the airplane. Sara and her father greet her, as their attention is then turned towards smoke on the horizon (Bruce and Sara's plane, having crashed). As the group wonder if the people in the plane survived, young Bruce and young Sara say hello for the first time (note: it is assumed that since Sara and Bruce have somehow altered time, the previous events (Sara's mother and Bruce's parents dying in the plane crash) never happened, and Sara is able to now grow up with her mother, and Bruce is able to live his life with his parents)).