Starring: Jessica Lowndes, Julianna Guill, Ryan Donowho, Landon Liboiron, Jake Weary, Mike Dopud, Chelah Horsdal
Director(s): Kaare Andrews
Producer(s): Ian Birkett
Editor(s): Chris Bizzocchi
Writer(s): Paul A. Birkett
Studio: Anchor Bay Entertainment
Release Date: October 26, 2010
Genre(s): Horror, Suspense
A small light aircraft has a family of three (two parents and a child, later revealed as Bruce) and a pilot (Sara's mother) on board. The child is extremely nervous and starts hyperventilating. Looking for the source of his discomfort, the passengers and pilot see an out-of-control aircraft that crashes into them.
Years later, Sara (Jessica Lowndes), who has recently received her pilot's license, is planning to fly to a concert with her friends, Sal (Jake Weary) and his girlfriend, also Sara's best friend Mel (Julianna Guill), her cousin Cory (Ryan Donowho) and her boyfriend Bruce Parker (Landon Liboiron). Meeting at the airport, Cory reveals his feelings for Mel and in the air, Bruce's nerves draw ridicule from the other passengers, and Sara invites him to take the controls. Sal, wanting to borrow a comic from Bruce, upsets the aircraft and when they hit some turbulence, Bruce loses control, taking them into a steep climb.
Sara tries to regain control, but a bolt has fallen loose and jammed the elevator. Still climbing, they fly into a storm and lose all radio contact. Sara says with the elevator jammed, they will keep climbing until they either run out of fuel or reach the aircraft's ceiling. She tells them they have less than an hour's worth of fuel left; Bruce suffers a panic attack is put to sleep with a choke hold by Sal, a wrestler. In an effort to save fuel, they jettison belongings overboard. Sara says the only way to unjam the tail is to climb outside 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 wraps the rope around himself and after some difficulty, Cory makes it to the tail and removes the errant bolt. Sal catches sight of a horrifying shape, and losing control of the rope, Cory slips and Sal is pulled out of the aircraft. Panicked, Sal cuts the rope, and Cory falls.
When Bruce awakes, he has been tied up, and learns Cory is dead and there is a monster outside. Bruce reveals to Sara that he was in the aircraft crash that killed her mother and his parents. Sara leaves him in the back, to try to find help on the radio, and hears a strange noise. Sal recognizes it as the monster that took Cory. After some confusion and argument, the aircraft crashes into the monster's open mouth. 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 and tries to throw him out, but Sara intervenes and in the ensuing confusion, Sal falls out the door.
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 aircraft, and Sara demands that Bruce prove he is doing it by ending it all. His attempts just make things worse, until Sara kisses him, 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 aircraft. As they fly out of the storm, they see another aircraft heading straight for them, carrying Bruce,his parents and Sara's mother. They manage to take control of their aircraft, and so don't crash into the other.
In the altered past 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, holding hands and looking out into the sky.