January 12, 2011 - A crew of astronauts led by Commander Jocinda "Jo" Fowler (Halle Berry) performs maintenance on a satellite repair station. Jo's friend, astronaut Brian Harper (Patrick Wilson), notices an unusual swarm of nanotech creatures heading towards them. The swarm hits the satellite. Brian tries to save his friend Alan Marcus (Frank Fiola), but Brian is pushed back by the swarm and Marcus is lost along with another astronaut. Brian makes it to Jo's shuttle and manages to fly back to Earth himself.
18 months later, Brian was disgraced by NASA after his reports of the swarm's attack were dismissed as crazy talk. His friendship with Jo suffers and he eventually divorces his wife Brenda (Carolina Bartczak). She moves to Jersey with her son Sonny and he grows distant from his father.
Ten years later, megastructurist KC Houseman (John Bradley) sneaks into the University of California to gather information about unusual lunar activity. He goes to his regular job at a fast food restaurant, where he gets confirmation of strange readings coming from the moon's orbit. Later, KC visits his mother Elaine (Kathleen Fee), who has Alzheimer's disease.
Jo still works at NASA but is now divorced from her ex-husband, General Douglas Davidson (Eme Ikwuakor). They share custody of their son Jimmy (Zayn Maloney), and Jo is also home to exchange student Michelle (Kelly Yu), who also takes care of Jimmy. At work, Jo is told about strange activity emanating from the moon.
KC pretends to be Brian since he was called to speak for a school trip to a museum. When Brian actually shows up, KC tries to present his readings and information about the moon getting closer to Earth, but Brian fires him and has security pull KC out, but not before KC tosses Brian his information to read.
Brian now lives alone, while Brenda has remarried Tom Lopez (Michael Pena) and has two daughters with him, Nikki (Ava Weiss) and Lauren (Hazel Nugent). Brenda calls Brian because Sonny (Charlie Plummer) is being followed by the police on the news. After his arrest, Brian tries to bail for his hearing, but because of his interruptions and the attorney's statement, "money is not an issue," the judge postpones the hearing by a week, forcing Sonny to stay in jail that long. When Brian tries to bribe the judge into letting Sonny out, reports of the moon go out of orbit.
Jo's colleagues estimate they have less than three weeks before the moon breaks apart and hurls city-sized debris across the globe. NASA organizes a shuttle launch with a crew of three astronauts to fly to the moon and investigate the incident. The astronauts encounter the swarm surrounding the shuttle before collapsing in and killing the astronauts as seen at NASA. Panic is spreading across the planet, looting and rioting is rampant. A tsunami soon hits California, requiring Brian KC to help as he is swept away by the water.
After watching footage of the shuttle and finding a hole dug in a crater floor, Jo digs through the old NASA archives and finds helmet cam footage of Brian's suit during the first failed mission. She is found by a man named Holdenfield (Donald Sutherland) who works in the archives and suggests that NASA is covering up something about the 1969 moon landing.
Jo attempts to assemble a crew for a second mission and is taken to KC and Brian, the latter still angry at her after believing that she threw him under the bus after her last mission. They learn about an EMP built to kill the Swarm and they retrieve a shuttle from a museum to try and launch it into space. Before the mission is set, Brian arranges for Sonny to be released from prison to join Brenda and her family at Tom's cabin in Colorado. He is joined by Michelle and Jimmy as they drive there.
With another disaster looming, Jo and Brian act quickly to get the mission off the ground, with KC invited to join as he knows more about megastructures than they do. They all board the shuttle just as a gravity anomaly sends a giant ocean wave heading towards the city. The crew takes off just before the water can hit them.
Sonny bonds with Michelle and Jimmy on the drive to Colorado, with Sonny speaking to Doug to reassure him that Jimmy is safe. On their way, they are robbed by three thieves and forced to walk. Another gravitational shift causes people to be pulled into the air, but Michelle holds Jimmy down. They eventually make it to Tom's house, but not before a mad woman shoots them with a gun, mistaking them for intruders.
In space, the trio make it to the moon and find the swarm that surrounds it. They place the bomb where the swarm can grab it, but they notice it stops short of touching the bomb. The swarm continues to attack its shuttle until it disables its electronics. The crew notes that the swarm deliberately dispenses with electronics. Jo believes there are two separate entities on the moon and one of them is trying to help them.
The trio make it to the moon's base, where Brian encounters the moon's operating system, which takes the form of Sonny as a child speaking to him. The operating system explains that the swarm is an artificial intelligence created by ancient humans. The swarm took on a mind of its own and killed its creators before forming a base on the moon and feeding on the energy of a white dwarf at its core. The moon has shifted out of orbit because the internal structure has destabilized. The operating system tells Brian that the AI can be defeated, but a human must remain behind to accomplish this.
Back on Earth, Sonny, Michelle and Jimmy join Tom and his family in the evacuation. The thieves from before try to rob them, but Sonny and Tom hold them back with guns. As they try to drive away, the thieves give chase and try to get them off the road. The moon then causes another gravitational shift where portions of the Earth's mass begin to break away from the ground. The leader of the thieves is crushed by debris while the remaining two thieves crash their car into a pile of crowds after Sonny manages to drive off a ramp to safety. Meanwhile, the President of the United States issues an order to launch nuclear weapons on the moon to save everyone.
Sonny, Tom and everyone else don oxygen masks as the air thins and they head to a cave for safety. Nikki's oxygen is running low, so Tom gives her his bottle. He begins to get out of breath and tells Nikki to just keep running before dying. When Nikki reaches her family, the oxygen starts coming back, so Sonny and Michelle try to find Tom, but Sonny is knocked down by a falling tree, which holds him down.
The trio on the moon make one last attempt to swarm the bomb. Doug holds his colleagues at gunpoint to prevent them from destroying the moon with nuclear weapons, believing Jo can still save them. As the trio close in on the bomb, Brian attempts to sacrifice himself to stay behind and deliver the bomb, but KC takes his place instead. He feels Brian and Jo have families to return to while he has a chance to finally make something of his life. Brian and Jo bid him farewell and the swarm surrounds KC's pod before detonating the bomb, killing the swarm and sending the moon back to its rightful position. Brian and Jo are close enough to Earth to fly out in a capsule.
Brian and Jo manage to be reunited with their families. Brian is told about Tom's fate and he tells Brenda that he was a great man. He also tells Sonny that KC saved the world.
Back on the moon, KC's consciousness is uploaded to the base. He encounters the operating system, which takes the form of his mother. KC is told that they are about to embark on something big.
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