Eli is an adopted twelve-year-old who sets out one day to collect scrap metal from the local junkyard, but instead discovers a buried frozen chamber nearby filled with armored bodies that could not possibly be of this world. As one of the alien forms begins moving, Eli quickly grabs what looks to be its weapon and rushes home to his dad Hal, where he finds his older brother Jimmy who has just returned from a six-year stint in prison. But after vicious local crime lord Taylor Bolek appears with thugs to collect on the $50,000 in protection money Jimmy owes, the two boys barely escape with their lives after Taylor kills their father in a violent confrontation.
The two brothers are forced to go on the run, chased now by both the revenge-seeking Taylor, whose own brother was killed in the shootout, and the FBI, with expert agents Morgan Fields and Jake Stanton following the boys' trail. And aided by beautiful stripper Milly who they encounter on their road trip, the protective older brother Jimmy does everything he can now to find a way to keep alive and help start a new life for Eli. But with forces on all sides quickly closing in on them, including the cadre of otherworldly alien soldiers who are soon able to track them down by the gun Eli has imprinted himself on, these young fugitives find that this incredibly powerful weapon Eli keeps just might be their only protection in their increasingly desperate attempt to stay alive.