Plot
The movie opens on a small plane. On board are a family of three (two parents and a child, later revealed as Bruce) and a pilot (Sara's mother). The child is extremely nervous and starts hyperventilating. Looking for the source of his discomfort, the passengers and pilot see an out-of-control plane. The two planes collide and crash.
Years later Sara (Jessica Lowndes), who has recently received her pilots license, is planning to fly with her friends Sal (Jake Weary) and Mel (Julianna Guill), her cousin Cory (Ryan Donowho) and her boyfriend Bruce Parker (Landon Liboiron) to a concert. Meeting at the airport, Cory reveals his feelings for Mel. When they have all arrived they prepare to board the plane, despite Bruce, who is clearly very nervous. We are shown a bolt on the tail of the plane that is coming loose. In the air, Bruce's nerves draw ridicule from the other passengers, and Sara invites him to fly the plane. Sal, wanting to borrow a comic from Bruce, disturbs control of the plane, and when they hit some turbulence Bruce loses control, taking them into a steep climb. Sara tries to regain control of the plane, but the bolt has fallen loose and jams the tail flap.
Still climbing, they fly into a storm and lose all radio contact. Sara tells her passengers that with the elevator jammed, they will keep climbing until they run out of air, or their fuel fails. She tells them they have less than an hours worth of fuel left, and this causes Bruce to have a panic attack. Sal, a wrestler, puts him to sleep with a choke hold. In an effort to save fuel, they throw as much of their stuff as they can spare overboard. Sara tells them the only way to unjam the tail is to climb outside the plane and manually remove the obstacle. Cory, who has experience as a climber, volunteers. He has brought climbing gear with him, and has a rope for an anchor. Sal is asked to tie the rope to something, but Cory criticizes his knot-tying. Sal wraps the rope around himself instead, and just before Cory climbs out of the plane, Mel kisses and comforts him. After some difficulty, Cory makes it to the tail and removes the bolt that was jamming it. Cory is trying to climb back to the cabin, and Sal and Mel are helping to pull him, when Sal catches sight of a horrifying shape. Losing control of the rope, Cory slips and Sal is pulled out of the plane. The rope is cut, and Cory falls. Sal makes it back to safety. In the shock and tears that follow, Sal tells Mel what he saw.
When Bruce wakes he has been tied up, and asks what has happened. Mel accuses Sal of killing Cory, seeing the cut rope. Bruce asks what has happened and they tell him that Cory fixed the tail, and Sal says he was grabbed by something. Sal believes there is a monster outside the plane. When Bruce asks when he'll be untied, Sara tells him that they cannot trust him. Sara tells him he completely lost it, and that she now knows he lied to her about his parents death. She tells Mel to take control, while she goes into the back to speak to Bruce. He confesses he was in the plane crash that killed her mother (that we saw in the opening scene). He survived the crash that killed his parents and her mother. She asks why he is called Bruce Parker, not Taylor, and he explains Parker is his foster-name.
Sara realizes that Bruce has long known her, and who she is. He accuses her mother of killing his parents and ruining his life, and tells her that they were destined to be together. She leaves him in the back, to try and find help on the radio, and hears a strange noise. Sal says he recognizes it as the monster that took Cory. After some confusion and argument, the plane crashes into the monster's open mouth.
Mel, distraught, faints. Sal tries to revive her, and when he can't assumes she has overdosed on motion sickness pills. Bruce frees himself and revives her using CPR. Bruce looks at a page of his comic which shows a blond woman being grabbed by tentacles. Immediately following, a large tentacle grabs Mel. Bruce starts flicking through the comic book, as if he has discovered something. Sal threatens to kill Bruce for causing Mel's death. Sal tries to throw Bruce from the plane, but Sara intervenes and in the ensuing confusion Sal falls out the door. Sara catches his hand and manages to hold him for a moment, but he slips from her fingers.
Bruce tells Sara he is causing all this; that his mind is recreating the comic book, something that happens when he gets very scared. The creature starts attacking the plane, and Sara demands that Bruce prove he is doing it by ending it all. His attempts just make things worse, until Sara kisses him, and everything calms. However, when she attempts to use the radio again, he realizes that she only kissed him to calm him, and the turmoil returns. Sara tries to calm him once more, but is grabbed by the monster. She tells him that if he can do all this, then he can bring his parents back. After a struggle, the monster suddenly disappears and she falls back into the plane.
As they fly out of the storm, they see a plane heading straight for them: the plane seen at the start of the film, carrying Bruce and his parents, and Sara's mother. They manage to take control of their plane, and so don't crash into the other.
We are now shown the altered past, in which Sara's mother and Bruce's family have arrived at their destination intact. Sara's mother says "everybody gets one near miss, right?", and Bruce's mom asks "do you think they made it?" to which Sara's mother replies "I hope so." The young Sara and Bruce are introduced to one another, and the film ends with them holding hands and looking out into the sky. (copied from Wikipedia)
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