Plot
In the opening sequence of the film, Senator John McCain is being interviewed by a reporter, who inquires about recent alleged UFO sightings across Arizona. Senator McCain acknowledges the sightings, but admits he has no explanation for the "Phoenix Lights."
As the opening credits roll, a bleeding, panicked woman runs through the woods. She finds a cabin but cannot open the door. While banging on the door to no avail, there are unsettling sounds coming from the woods. The woman is finally able to open the door, but it is apparent to the viewer that someone has followed her. The scene cuts to black.
In a flashback, five friends (Joe, Lily, Molly, June and Matt) are traveling to Las Vegas in an RV. Matt, who is driving, has gotten the group lost, Matt blames Joe for suggesting taking backroads. Unseen to the friends, a light appears in the night sky. The group give Matt a hard time for getting them lost, and sarcastically joke it's the "American Dream" to travel the country by rural routes. Matt's girlfriend Lily, in the meantime, complains that Matt should have been saving for their wedding rather than wasting money on the RV.
A second light appears in the sky. At the rear of the RV, Molly is sleeping. She awakens to a shadowy figure staring at her, which then attacks her. Panicked, she wakes up once more to realize it was a dream. Relieved, she opens the door, but the figure appears again. Molly wakes from her nightmare in real life, and joins the rest of the group up front.
There are now seven lights in a row in the sky. Joe joins Matt at the front of the RV. June is still complaining about Matt getting them lost on the back roads, which Molly joins in on. June then notices the lights and goes to the window to take a closer look. Suddenly the RV radio comes on with no warning. June calls the group's attention to the lights, which they all peer at intently, with the exception of Molly, who is uninterested and blows it off.
Matt, staring at the lights, nearly collides with a truck. Swerving, he hits a pole and a minor crash occurs. Matt blames the other driver and goes out to fight him. June breaks it up and tells Matt that Joe is seriously injured. He has landed on a large knife which is lodged in his shoulder. Joe wants Matt to pull it out, but just before doing so, the truck driver intervenes and stops him. He explains he has medical experience from his Army training. The truck driver introduces himself as Richard.
Richard goes to his truck for a bottle of vodka to disinfect Joe's wound. He also retrieves a gun and puts it in his back pocket. He returns to the RV and gives Joe medical assistance. Afterwards Richard goes outside and reassures Molly and Lily that Joe will be fine. The viewer then becomes aware that someone, or something, is watching the group from a distance.
Matt and Lily get into a verbal argument due to Matt's insecurity over Richard. Matt then attempts to assess the damage to the RV. From the woods can be heard some strange clicking noises.
Richard and Molly have a conversation in which Richard tells her that before the collision, his truck suddenly turned off without warning. He also discloses to Molly that he was a P.O.W. in the Gulf War, but now suffers from PTSD and is a recovering alcoholic.
While trying to fix the RV, Matt hears a noise in the woods. He thinks it's Lily and goes into the woods searching for her. While searching, we hear the same abnormal noises off screen. While looking, there is an alien watching Matt, but Matt does not see the alien. The alien off screen approaches Matt, seemingly abducting him.
Lily is in the RV and goes outside as she heard noises around the RV. She then sees Matt, who apologises to her for being rude and ignoring her. June shouts for Lily in a panic, as Joe's condition worsens. The group goes to the RV bedroom and sees Joe bleeding heavily. Richard says that the knife hit an artery and he needs to get to the hospital ASAP. But they are in the middle of nowhere, with no cell reception. Matt and Richard agree to get help in hoping they can flag a car or find a house.
With Matt and Richard going to get help, Lily and Molly wait in the RV. While June stays with a critical Joe. Lily tells Molly that she is pregnant but Matt does not know yet. Matt and Richard see the lights from a cabin. While walking up the driveway ,they hear electrical buzzing noise. As Richard walks ,he notices that Matt has disappeared. In a panic ,he shouts for Matt but an alien appears. Richard, startled, pulls a gun out and shoots the alien. However, the victim was Matt to Richard's dismay. With Matt dead, Richard holds the gun to his head, contemplating killing himself.
Molly and Lily hear the gunshots and go outside to investigate. Richard valiantly comes back to the group, telling the group to go back into the RV. He tries to protect them by locking the doors and boarding up the windows in the RV. He tells the group that they need to leave but does not say anything about Matt. Lily confronts Richard about Matt. Richard informs the group that there are aliens outside and to not go outside. With this information, Lily and Molly know that something happened to Matt.
The RV radio starts again and it is loud. Molly tries to switch it off but Lily hears what she believes is Matt. Molly looks out of the window and sees what looks like Matt wounded. Richard tells them it is not Matt. But Molly ignores him and goes outside. Lily follows but Richard catches her. Molly can not find Matt and is beamed up by a green light.
Richard and Lily go back into the RV. Richard locks all windows and doors. The group heard the aliens on the roof. Richard shoots at them but to no avail. June solemnly tells Lily that Joe is dead. Suddenly June gets abducted through the window. The aliens appear from the back of the RV. Richard holding them off tells Lily to run to the cabin.
in the beginning scene from the start of the movie, Lily is running to the cabin. Richard follows her. The RV and truck are destroyed and beamed up by the aliens. Lily gets to the cabin and Richard also enters. Lily asks if that was Matt outside the RV. Richard says it was not. It was one of the aliens who was impersonating him. Richard says that the aliens were manipulating the group all night. Making them see and hear things.
Richard barricades the door. However, the aliens easily break through. Richard is quickly abducted as Lily who runs for it is also captured. Richard wakes up in the alien ship. He hears Lily screaming and sees the aliens experimenting on her. The aliens leave and Richard approaches a broken Lily. Who informs Richard that they took her baby. Richard who still has the gun suggests that they end it. Lily agrees and Richard mercy shoots her.
The aliens suddenly force Richard on their table. And start doing painful experiments on him.
Some time later, a police officer patrols a deserted area, where he finds Richard. A text epilogue states that Richard was found 100 miles from the site of his broken down truck and the group's RV. In a semi-catatonic state, Richard was subsequently subject to rehabilitation which restored partial memories of the encounter. Despite his description of the night's events, no trace of either vehicle nor any of the other victims was ever found. The text concludes with the statement that the lights continue to appear over Phoenix Arizona to this day.
