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NOTE: This spoiler was submitted by Spectre.

The film starts with news broadcasters talking about strange meteors that are beginning to show up all around the world and will hit the coasts of major cities in a few days. The news casters note that they hadn't shown up until four days before.

We open In medias res on a Huey helicopter carrying marines. They are all on their toes and unsure of what they are about to be facing. Some write letters while others pray. The helicopter takes a hit before stabilizing. We see the sky is full of choppers and LA is in ruins.


We open up on a military beach in the morning. Staff Sergeant Michael Nantz (Aaron Eckhart) is doing push ups, sit ups and pulls up on the beach. He begins to run at the water level and have six men pass him by. There are younger than him and a reminder that he has been in the Marines for too long.

We cut to Cpl. Harris (Ne-Yo) in a floral shop with his buddy Cpl. Starvou (Gino Anthony Pesi) trying to pick out flowers. Harris is getting married within two weeks, just before he has to ship out the unit. His bride to be suggests some expensive flowers and Starvou agrees with her, saying you only get married once. Harris agrees with his fiance's demands and tells Starvou he's going to kill him for that.

We then see LCpl. Peter Kerns (Jim Parrack) in a session with an army doctor. He has been diagnosed with PTSD, and the doctor has to clear him before he can return to active duty. Kerns tells the doctor he has improved with his symptoms and the doctor says they will discuss options the following week.

Nantz goes to his CO and puts in his retirement papers. Nantz has been a Marine for 20 years and realizes it is time for him to get out while he still can. He promises his CO he will train the new batch to make them ready, but he's out after that.

Meanwhile, 2nd Lt. William Martinez (Ramon Rodriquez) is about to leave to report for duty. His wife helps him with his lapel pins, and he kisses her pregnant stomach (he's going to be a father).

We cut to Cpl. Jason Lockett (Cory Hardict) going to his brother's grave. He tells him he is about to ship out, and they are going to spend the night partying at a golf course. There we meet the rookie Pfc. Lenihan (Noel Fisher). The guys give him crap because he had to get permission to join early and that he hasn't been laid yet. They try to get him laid with some girls, but he drinks too much and throws up instead.

The following morning Nantz is training the recruits when transports come up. Everyone is being recalled to base, including Nantz. Something bad is happening.

They get to base. Nantz will be second in command under Martinez. The squad is not happy that Nantz will be part of the squad as he is a bad omen. As Simmons (Taylor Handley) explains, Nantz's last squad was wiped out in Iraq. Lockett's brother was one of them.

The squad load up and are briefed on the situation at hand. These meteors are slowing down for impact and are considered foreign. They are "Threat Con Delta", and this is not a drill. The Marines see news reports of the meteors landing in the ocean and aliens coming out of the water and attacking civilians.

The squad gets into a Huey helicopter and are transferred to another base where they find out their mission. They are to evacuate civilians from the police station and get back to base before the military bombs San Diego. They have three hours to do so. The squad is briefed that the aliens are ground based and have no air support which will make things easier for the military.

Martinez, Nantz and the squad are transported into San Diego. Martinez, fearful of what could happen, writes a letter to his wife. The squad touches down and begins to walk building to building through San Diego but find no survivors. Suddenly they are attacked by the aliens and several of the men are wounded. Martinez is shaken in the middle of all of this, unable to give an order, something Nantz notices. Kerns breaks through a door, and Martinez directs them down a narrow alley into a house. The medic Adukwu (Adetokumboh M'Cormack) tells Nantz and Martinez it will take ten minutes to get the wounded men ready. Realizing Lenihan is missing, Nantz takes Simmons and Harris with him to get him back.

Lenihan meanwhile has found himself in a apartment complex, scared and alone. He thinks he can move on only to realize there is an alien beyond him which he shoots into the pool, taking a bullet in the process. Nantz shows up wondering what Lenihan is doing, when the alien pops back up and the four kill it dead. They return to the squad, Nantz half jokingly telling Lenihan if he gets lost like that again he will kill him himself.

The squad regroups and holes up in another building. Bracing for a fight, they instead find a small group of soldiers coming their way. Among them is Tech Sgt. Elena Santos (Michelle Rodriguez) who was sent to recon enemy positions. Their group stronger in numbers, they continue on to the police station.

They get to the station and find five civilians: Joe Rincon (Michael Pena) and his son Hector, and Michele (Bridget Moynahan) with her two nieces. They call in a chopper as protocol to get the wounded and civilians out. The chopper comes and can only take the wounded, which includes Lenihan. Simmons jokes he will get out the fight early. When Nantz finds out the chopper is leaving without the civilians, he races out, only to see the helicopter destroyed by unknown alien aircraft, killing Lenihan and everyone else aboard.

Martinez is demoralized, horrified he has just lost four men. Nantz tells him to pull it together as he has lost men and Martinez will lose men too; its part of being a leader in combat. Martinez orders Simmons and Kerns up on the roof to find a way to the base now that transport is not coming. Harris is becoming unhinged at the loss of his friends and Starvou tells his friend that he is going to get out of there and marry his fiance, because Starvou won't always be around to protect him.

Up on the roof, Kerns spots a bus and the squad realizes they can use it to get to the base. It is risky, but with their time frame, they don't have a choice. Harris and Stravou get to the bus and hot wire it.

Meanwhile, Nantz dissects a nearly dead alien to determine how to kill it. They conclude they have to shoot at the upper right, as if the heart was there to kill the aliens. Nantz loads up the squad and the civilians and get on the road. They intend to use side roads to avoid most of the aliens, but a drone begins to attack them. Nantz realizes they are being tracked via their radios and takes them all. He gets off the bus and fools the drone into getting near a gas station which he blows with a grenade. Examining the wreckage, he realizes the drone is unmanned. When he talks to Santos, she confirms this, saying the military believes there is a command source that is powering all the drones. They take that down, the aliens will only have ground soldiers to fight with.

The squad is forced to get on to the highway when time becomes an issue. They run into several dozen aliens and are forced into a firefight. Realizing they cannot go further, Nantz gets the civilians rappelled down the overpass while the squad fights the aliens. Several more are killed including Starvou who saves Santos' life. Jim, seeing an alien about to attack shoots and kills it to save Adukwu and is wounded in the process.

Martinez, wounded and realizing the aliens will overrun them, makes the ultimate sacrifice. He tells Nantz there is C4 in the bus, and he will blow it to buy them time. Nantz will now be in charge. Nantz is adamant against this, telling Martinez he will not leave him behind (obviously feeling guilt for the men he lost in Iraq). Martinez tells him this is an order and gives him the letter he wrote, telling Nantz to give it to his wife. Martinez blows the charges, killing himself and the remaining aliens.

Nantz, Simmons, Lockett, Kerns, Harris, Santos, Adukwu, and the civilians get out of blast radius and take shelter in a nearby building. Jim is near death and mad at himself because he didn't evacuate and instead hid in the police station. Nantz tells him he made a call. In Iraq Nantz tells Jim, it didn't matter. No matter what he did, his men still died. Jim asks Nantz to promise to save his son. Nantz doesn't respond.

Santos watches a news report and the expert thinks the aliens are here for our liquid water supply, and they perhaps are using it as energy. They wait for the air strike to happen, but when time runs out, nothing happens. They move on to the base...

To find it in flames. Their was no air strike because the base was destroyed. They move into a hangar where they find nothing but dead bodies and torn maps. Nantz finds a map with an alternate extraction route and radios command and tells them they are on their way. Jim dies from his wounds, and Nantz slams his fist in anger over losing another life. Hector is inconsolable at his father's death. Nantz comforts him telling he needs him to be a Marine as "Marines don't quit."

Nantz tells the men that they will not lose another civilian. Lockett asks if that means they are expendable (still mad about his brother). Nantz faces Lockett and asks if he wants to go there. Nantz tells him they must think he was a terrible commander, and that is why his men are dead and he isn't. He tells them there isn't a DAY that doesn't go by that he doesn't think about the ones he couldn't save. To prove it, he rattles off a series of names of the men he has lost (including their Marine tag numbers from memory) including Lockett's brother. Nantz tells Lockett his brother was his friend, and he misses him every day.

Nantz says they have to keep going and that is only thing they can do to honor the friends like Starvou and Lenihan they lost. They procure ammo and weapons from the bodies of the fallen soldiers. The squad with Michele and the kids get into an assault vehicle and race to the extraction point. They encounter some resistance but make it to the chopper in time.

Simmons watching the ground, notices a large blacked out area. Nantz asks Santos if an alien power source would cause a black out like that. She tells him yes. Nantz tells the pilot to hover so he can drop down. He is going alone to stop the power source. He gives the letter Martinez wrote to his wife to Michele telling her to make sure it gets to Martinez's wife. He rappels down and to his surprise, his men join him, willing to see it through to the end.

Getting close, they deduce that the aliens using water as a power source would want the sewers as their base of operations. They go inside and have to hide from a bunch of aliens. They reach a dead end without finding anything and are angry as they thought they would find the power source. Suddenly they are attacked by a few aliens which they easily kill. One of the aliens topples into a sewer covering on the wall, knocking it off. Nantz looks inside and sees the power source and how large it is. The squad goes back outside, and Nantz says that while the air force is knocked out there is still a chance for ground to surface missiles still active to destroy the power source.

They will laser designate the target in order to ensure accuracy. However, one of them would have to go to the top of an exposed building and use the radio to call it in. Kerns volunteers, and Nantz tells him to get out of there as soon as he is done. Kerns gets to the top and gets in touch with command, and is told they have to hold out for three minutes before a missile can come. Kerns gets ready to leave, but a drone finds him. He is unable to get away in time, and the drone fires at his position killing him.

While under heavy fire, Santos and Nantz hold the laser designators on the power source. The first rocket is a hit, and the squad thinks they stopped the aliens. However, to their horror, the power source suddenly rises up in the air, tethered to drone ships who are trying to pull it away. They target a second missile only for a drone to get in the way and take the hit. Having only one other shot and running low on ammo, Nantz gets in the line of fire to make sure the laser stays on target while Santos uses a rocket launcher to kill a drone that would have blocked the hit. The missile is a direct hit, bringing the entire ship down, which knocks out all the drones in Los Angles. The aliens, with their artillery gone, begin to flee, and the squad begins to fire on them without mercy, killing several more.

Nantz and the survivors are picked up by chopper and taken to the Mojave desert where the military is regrouping. Their CO tells them that their civilians got OK. Thanks to their efforts, every military in the world knows how to stop the aliens and their power sources. The squad can now get some food and rest as they have earned it.

The squad gets some water and food, but Nantz is restless, wanting to finish the job so that everyone who died would not be in vain. He sees a table with ammo and clips and begins to reload. Simmons and Santos look at him, then begin to join in until all six are restocking their ammo. They leave to get back on the chopper and resume the fight. Their CO is shocked, but Nantz tells him, "We already ate breakfast."

The last shot is a group of choppers flying back to Los Angles, full of soldiers primed and ready to take the city back.

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Staff Sergeant Nantz (Aaron Eckhart) is a Marine retiring from the Corps after losing a number of men in the Iraq and Afghan wars. Just after he has put in his resignation papers, an alien invasion strikes earth, and he is called to replace the Sgt. of a Marine platoon.

The platoon is sent in to Santa Monica to rescue civilians before a bombing levels the city. The platoon takes a number of casualties along the way, though they are able to take a number of aliens with them. When the time comes for the bombing, the bombs don't drop, and the surviving Marines and civilians discover that the aliens have pushed the military far back, thanks to a fleet of drones that have annihilated American air power.

An Air Force reconnaissance soldier (Michelle Rodriguez) tells Nantz about an alien control vessel, which they then spot as they're fleeing the city. Nantz and the rest of his men stay behind and launch an attack on the control vessel, painting it with a laser for missile strikes. The fight is close, but a missile ultimately gets through, destroying the vessel and causing the drone fleet to collapse.

Nantz and the rest of his men are extracted, but when they get to base, they simply rearm and head out again, determined to participate in a counterattack to retake the west coast.

Thanks for the "Pooper" James.

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