Four young schoolfriends help prevent a handicapped boy from being beaten up by bullies and, in return, they are endowed with special powers. The four remain friends into adulthood and meet up once a year for a reunion at a hunting lodge in the Maine woods. However, this year strange things begin to happen when a disorientated hunter wanders into the cabin, and the friends discover that his body has been taken over by a killer-wormlike creature, leaving only one of the friends, Henry (Thomas James) alive. It soon transpires that this is the beginning of a deadly alien invasion and leads to the intervention of the army, led by Colonel Curtis (Morgan Freeman). However, Curtis needs to enlist the help of Henry who is able to communicate with one of his dead friends and this friend holds an ace card.