The movie starts off thirty years ago in the Romanian mountains. We see a group of seven men walking through a forest, and eventually approach a mountain range. On all of the men, we see black tattoos (Important later). They climb the mountain and eventually reach the top. At the top, a large rundown church is in the distance. The men break into it and look around inside. They come across an underground passage and go into it. In the passage, they see old statues of skeletons with large teeth. On the ground, they find a painting of human skeletons with wings and large fangs. The floor drops out and the men drop. When the screen comes back, we see that most of the men died from the fall, but the ones who did survive are badly hurt. The survivors stand up and gather their flashlights. They hear a croaking noise and the screen fades out.
Cut to present day, we see a group of divers exploring the ocean. The group is lead by Jack (Cole Hauser) and his brother Tyler (Eddie Cibrian). They come up out of the water, and climb aboard their boat. We meet the rest of the divers, Top (Morris Chestnut), Briggs (Rick Ravanello), Strode (Kieran Darcy-Smith) and the only female Charlie (Piper Perabo).
The group gathers around a TV screen and on the screen we see the group's boss, Dr. Nicolai (Marcel Lures). Nicolai says that a massive cave has been found up in the Romanian mountains. He wants them to check it out. On the expedition into the cave, he will join his team along with a female scientist named Katherine (Lena Headey) and a cameraman Alex (Daniel Dae Kim).
The next day, we see the group arriving at the cave site. They gather up all their gear. Tyler says he was able to get the latest and greatest equipment, such as an air tank that lasts up to 24 hours. Tyler and Katherine meet, and flirt a little it seems.
Eventually they approach the entrance of the cave and enter. The group moves forward and into the cave. They come across a huge hole that leads even further down into the caverns. The only way down is to use a rope. Charlie goes first and shows off. The rest of the group follows. They move forward into the cave and come across a walkway that leads into a large body of water. Surrounding the lake is waterfalls and areas to set up camp. The group sets up tents, computers and lights.
Jack looks into the lake and wants to know how deep it is and where it leads. Jack asks Briggs to suit up and get in the water. Briggs dives in and sets up his underwater camera, which focuses on his face so the rest of the group back on land can see. After several minutes, Briggs makes it to dry land. Back on land, the rest of the group cheer. All of a sudden we hear Briggs start to yell and the screen cuts away. The group thinks its Briggs just playing a joke. The screen comes back and Briggs is OK, he was attacked by a little mole looking creature. We hear some croaking noises and the screen cuts away again. The signal has been lost.
The group gets nervous, and realizes they have to go after Briggs. Everyone suits up and dives into the water. As they are swimming underwater, Alex takes some nice shots of eels and other underwater creatures. The group reaches some dry land and sets up camp. Jack and Tyler meet up with Briggs who is fine. Back at camp, Jack goes over the mapping system of the entire cave. He says the cave is very dangerous so everyone has to stick together. They will be exiting the cave in 12 days.
Later on Jack, Top, Briggs and Strode dive back into the water to explore. Jack and Top come across some tunnels that they barely fit into. Jack comes across scorpions, which lead to a dead end. All of a sudden Jack is pulled further into the tunnel by an unknown creature. Top yells for Jack. Jack gets scratched up on his shoulder, but he makes it back to Top. Jack and Top swim back to the campsite. Katherine gets a first aid kit and stitches Jack. Katherine asks what attacked Jack. He says it was some type of big creature with claws. Katherine finds a piece of the creature's claw attached to Jack's back. She examines it under a microscope. She says the only thing she can tell is that it's defiantly a predator.
We go to Briggs and Strode. The two get separated. Strode makes his way into a small passage way and onto some dry land which is a dead end. Strode light starts to go out and he hears some croaking noises. Out of nowhere, we see a large creature of some sort jump onto Strode. Strode's air tank gets flung into a rock which causes it to explode. This causes a huge underwater explosion. Back at the campsite the group hears this. They take cover as some of the cave starts to collapse. The screen fades out.
We come back and we see that Briggs has made it back alive. The group meets up in a circle and Jack tells them the circumstances. 'We have a few realities to face people. First were miles under the surface. Second, our entrance is blocked so were not getting out the way we came in". Top says that the expedition is over and their main concern should be getting out of the cave alive. Nicolai says that they should just stay put and wait for help. Jack says that by the time they get rescued in 12 days, their supplies will be out. Jack adds that no matter what, he will lead the team to safety.
Later on we see the group suiting up to dive underwater. Jack starts to suit up, but his body starts aching and he is in pain. Tyler asks him if he's ok and Jack says he is fine. Some of the group members ask if Jack can really be trusted with finding a way out of the cave, because they think Jack is in no condition since his back was hurt by the creature. Jack says if they all listen to him and stick together they stand a chance.
The group moves forward through the cave and they come across a long river rapid. Nicolai says that they can't move forward so he is giving up already. Jack says that they have no choice but to go through the river, but only one at a time. Tyler goes first. The force of it forces him down the river. The river leads to a drop of about 50 feet. Tyler falls and lands into a large dark body of water. Nicolai goes down the river and the rest of the group follows. Everyone makes it down the river and drops into the large body of water. Nicolai however, gets stuck back up in the river. He cut his knee on a sharp rock. The group calls for Nicolai and he comes to the large drop and falls into the body of water. Suddenly, Nicolai is pulled underwater by the creature and is killed. Tyler goes after him but only finds red water.
The group meets up on some dry land. Katherine cries over Nicolai's death. The group continues moving through the cave. They come across huge walls of rock. Jack says that if they climb the walls, it can probably lead to the surface. Charlie says she is the best climber so she will gear up to climb, and check out what's at the top of these walls. Jack gives Charlie a can of gas with a lighter. He tells her to use it incase she runs into any creatures up there.
Charlie starts climbing and Tyler and Top spot her. Charlie makes it up about 100 feet and finds a passageway that leads to a tunnel. She climbs in the tunnel and searches around with her flashlight. One of the creatures jumps down from the ceiling, which forces Charlie out of the tunnel. She falls in mid air but is but is caught by her tight rope. She hangs unconscious for a few moments. When she wakes up, she looks up and sees the creature climbing down the wall at her. She screams for the group to pull her down. Jack runs to pull Charlie's rope but he starts feeling sick again. Jack is now pale and sweating. The camera zooms up to Jack's eyes and we see that his eyes have changed to a yellow color with a star-like design.
Jack snaps out of it and tries to pull Charlie down, which doesn't work. Charlie looks over and sees another rock wall in the distance. She attempts to swing to it, but run into one of the creatures attached to the wall. She lights it on fire with the gas and lighter. Charlie swings to the rock wall and cuts her rope. For a few seconds she is falling in mid air, but she grabs onto the wall. Just when she thinks she is safe, another creature comes flying down and flies toward her. "It has wings
it has freaking wings!" she screams out. The creature jumps on her and she sets it on fire, but it is no use. The creature slices her up and Charlie falls to her death.
Jack, Tyler, Top, Alex, Briggs and Katherine are left. Katherine walks over and notices that Jack's eyes have changed along with Jack's skin. "I finally understand everything now" Katherine says. She says that because of the creature scratching Jack, Jack is now infected. He will become one of the creatures soon. She adds that the people from 30 years ago are the creatures. Some virus got into their system, which caused them to mutate into creatures. Lastly, she adds that the creatures that are hunting them now, are the people from 30 years ago.
Tyler says that he doesn't believe Katherine. This leads everyone to fight and argue. Briggs says he can lead the group since Jack will mutate into one of these creatures shortly. Jack says that he is still in control. The group decides to split up and go their own separate ways. Briggs leads Katherine and Alex, while Jack, Tyler and Top go off on there on.
Moments later, we go to Top, Tyler and Jack. They come across a large room with lava pits and fire. Tyler says that they shouldn't have split up. Tyler separates from Top and Jack and searches for Briggs' group. In the mean time, we cut to Briggs leading his group. They travel through some tunnels. Briggs thinks he sees an exit. One of the creatures comes flying out and attacks the group. Briggs fights it off while Katherine and Alex run for their lives. Alex and Katherine get separated. Tyler hears yelling, indicating he is close to finding Briggs. Tyler comes across Briggs' bloody body pushed up against some spikes on the ceiling. Briggs tells Tyler to find Katherine and Alex. Briggs dies.
After a while Tyler finally finds Katherine. The creature chases the two of them. They dive underwater and swim to dry land. Cut back to Top and Jack. They are climbing down some ice rocks. Top slips, and breaks his leg. Jack goes to help him. Tyler and Katherine meet up with Top and Jack. Alex also shows up. A creature shows up. Jack says that they can blow up their air tanks and hopefully kill the creatures for good. One of the creatures come flying down and takes one of the air tanks. "Oh your playing with us now aren't ya!" The creature takes the air tanks and blows it up causing a huge explosion. The walls start to crumble. Some spikes fall from the rocks and go into Alex pinning him to the ground.
One of the creatures comes flying down and kills Alex. Right here you see a black tattoo on the creature's arm. This indicates that Katherine's assumption about the creatures being human was correct. A creature that is flying straight towards them corners Tyler, Top and Katherine. Jack sees this and quickly climbs up some rocks and jumps off the ledge and lands on the creature.
Tyler sets off his air tank and this causes a huge explosion. Top, Katherine and Tyler dive underwater to avoid the explosion. The three swim through an underwater tunnel and finally make it out the cave. The screen fades out.
We come back and we see Top, Katherine and Tyler sitting in a café. Tyler asks Katherine if there was anyway Jack could have survived the explosion in the cave right before they escaped. Katherine says no. A taxi comes for Top and he says his goodbyes. Katherine looks over at Tyler and takes her sunglasses off. We see that Katherine's eyes are yellow and disfigured. She is infected. "At first I thought the virus could only live in a cave environment. I am not so sure anymore. The virus wants to get out". Katherine gets up and makes a run for it. Tyler chases after her, but looses sight of Katherine.
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