The mysterious crash of the space shuttle leads to the terrifying discovery that there is something alien within the wreckage. Those who come in contact with it are changing in ominous and inexplicable ways. Soon Washington, DC psychiatrist Carol Bennell (Nicole Kidman) and her friend, Dr. Ben Driscoll (Daniel Craig), learn the shocking truth about the growing extraterrestrial epidemic: it attacks its victims while they sleep, leaving them physically unchanged but strangely unfeeling and inhuman.