When an unseen enemy threatens mankind by taking over their bodies and erasing their memories, Melanie Stryder risks everything to protect the people she cares about.

A race of non-corporeal, parasitic aliens who go from planet to planet looking for hosts have come to Earth and basically taken over the human race. It's believed that, once inside a body, all memories of the host human are gone. Some few free humans remain hidden from them, forming a resistance group. When an alien Seeker captures a girl named Melanie and puts a Wanderer in her body, she hopes to find out where the remaining humans are gathered, but Melanie, a strong fighter able to converse with the alien in her commandeered body, convinces the Wanderer to say nothing. Disappointed by the lack of progress (though suspecting an empathy for the human), the Seeker informs the Wanderer that she'll be removed and placed in a new host while she herself will enter Melanie. With human lives at risk, Melanie convinces Wanderer to run away and hide out with the humans, but finding them doesn't mean they'll allow an alien presence among them. Jared (Melanie's boyfriend) wants her dead, but Jeb...

Matt Weston (Ryan Reynolds) is a CIA rookie who is manning a safe house in Cape Town, South Africa, when Tobin Frost (Denzel Washington) the CIA's most wanted rogue agent is captured and taken to the safe house. During Frost's interrogation, the safe house is overtaken by mercenaries who want Frost. Weston and Frost escape and must stay out of the gunmen's sight until they can get to another safe house.