Plot
Sam, a terminally ill cancer patient, lives at a hospice outside New York City with her cat, Frodo. Reuben, a nurse, convinces a reluctant Sam to join a group outing to a marionette show in Manhattan. While in the city, the group notices meteor-like objects falling from the sky. Shortly afterwards, alien creatures attack the gathered crowd and passersby. One creature hits a noisy ambulance, and the explosion knocks Sam unconscious.
Sam later wakes up inside the puppet theater with Frodo, Reuben, and other survivors, including Henri, who signals her to remain quiet. Announcements from US military helicopters warn civilians to stay silent and hidden until the authorities can rescue them. Sam then witnesses fighter jets bombing and destroying the bridges leading out of Manhattan, preventing the creatures from leaving the island. One of the survivors begins to panic, and Henri accidentally kills him while trying to keep him silent.
The power grid cuts out that night, causing the building's emergency generator to noisily activate. Reuben turns it off, but is attacked and killed by one of the creatures. A distraught Sam takes Frodo and leaves for Harlem. The military announces it is preparing to evacuate civilians by boat from the South Street Seaport, as the creatures are unable to swim. Groups of people start moving towards the evacuation point, but the noise alerts the creatures. Sam is separated from Frodo in the resulting stampede.
Eric, an English law student, escapes a flooded subway station and encounters Frodo, following him back to Sam. She tells Eric to go south to the evacuation point but Eric, in shock, follows Sam back to her apartment instead. While there, Eric learns Sam used to write poetry. The next morning, Sam leaves alone for Harlem, but Eric finds her and they continue their journey together. Sam accidentally alerts the creatures and they flee into a flooded subway. The pair is forced to wade through deep water and wake a dormant creature, but manage to escape and find refuge in a ruined church.
While Sam rests, Eric ventures out to get medication for her from a pharmacy. While retrieving Frodo from a construction site, he discovers a group of creatures led by a larger one feeding on the remains of an organic egg-like pod. Sam tells Eric that, as a child, she used to watch her late father play jazz at a club in Harlem. They would get pizza at Patsy's afterward, something that Sam is determined to do again before she dies. Eric fulfills Sam's wish by taking her to the club and, after finding that Patsy's has been destroyed, collects pizza from another store.
Eric and Sam see a boat in the river, filled with survivors escaping Manhattan. As the two head towards it, creatures start to congregate along the shore. Sam gives Eric her sweater and Frodo and then runs off to distract the creatures by setting off car alarms. Although the creatures nearly catch them after Eric accidentally kicks a soda can, he and Frodo escape by jumping into the water and swimming to the boat, which Henri has managed to reach as well. Eric then finds a note from Sam in her jacket, telling him to take care of Frodo and thanking him for reminding her to live.
Sam listens to Nina Simone's "Feeling Good" using her headphones while walking down a deserted street. Accepting her death, she smiles as she unplugs her headphones and lets the music blare, causing a creature to suddenly appear behind her.
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