The Archangel Michael (Paul Bettany) falls to Earth in Los Angeles. He cuts off his wings and steals a police car after a policeman is killed by another officer who is possessed. He then heads for the Paradise Falls diner, near the edge of the Mojave Desert.
Meanwhile, Kyle (Tyrese Gibson), a single father driving to L.A., stops at the diner. There he meets the owner, Bob Hanson (Dennis Quaid); his son Jeep (Lucas Black); the short-order cook Percy (Charles S. Dutton); a pregnant waitress, Charlie (Adrianne Palicki); a married couple, Howard and Sandra Anderson (Jon Tenney and Kate Walsh), and their rebellious teenage daughter, Audrey (Willa Holland).
An old woman enters the diner. She seems pleasant at first, but then begins taunting the diner's patrons. When Howard confronts her, she rips his throat open, screeches that they are all going to die and climbs up the ceiling like an insect. Kyle shoots her with a handgun after she attacks Bob. Percy, Jeep and the patrons try to get the injured Howard to the hospital in Kyle's SUV, but are forced to go back after passing through a swarm of horse flies.
Michael arrives and arms the patrons as the entire sky plunges into blackness. Hundreds of car lights are seen in the distance. The patrons get armed with guns and shoot at the cars as they approach the diner. As the surviving cars make it to the diner, The possessed people get out and start attacking the diner. Michael leads the patrons in fight with the possessed people, but Howard is dragged away. Later Michael explains that God has lost faith in mankind and has sent his angels to destroy the human race. He also reveals that Charlie's baby is deemed to be the savior of mankind, and that it must stay alive if humanity is to have any hope of surviving. Michael also reveals that his original mission was to kill Charlie's baby, but he disagreed with God's orders, as he still has faith in the goodness of humanity.
The next morning, Sandra discovers Howard crucified behind the restaurant and covered with boils. She tries to rescue him, but he violently explodes. Percy shields Sandra from the blast and is killed, while Sandra is driven insane. Meanwhile, the patrons manage to catch a radio transmission revealing that there are other pockets of survivors holding out against the possessed, with one such refuge nearby. However, Michael advises not to go, since they would be too vulnerable on the move.
That night, a second wave of possessed attack, luring Kyle out by having a father and his son show up and having the father run over, motivating Kyle to attempt to save the child. The child turns out to be possessed, kills Kyle, and attacks Audrey, but Michael intervenes and guns down many possessed.
The attack pushes a panicked Charlie into labor. She delivers the baby as trumpets sound, signaling the approach of the Archangel Gabriel (Kevin Durand). In a panic, Sandra breaks her restraints and tries to give the baby to the possessed, so Michael kills her.
Moments later, Gabriel enters the diner seriously injuring Bob. Michael gives Jeep the keys to the police cruiser he arrived in, urging them to escape. The hordes of possessed humans are unable to approach Charlie's baby, so Jeep, Audrey, Charlie, and her baby make their way to the cruiser. Gabriel and Michael fight, ending with Gabriel stabbing Michael through the chest with his mace. Michael dies and his body disappears. The dying Bob lights a flame to the diner's gas main, blowing up the diner, destroying himself and the remaining hordes of possessed.
Jeep's body gets covered in the same mysterious drawings seen on Michael's body. Gabriel then shows up, having survived, and swoops down on the fleeing car. As he tries to reach Charlie, Audrey jumps on him and sacrifices herself by yelling at Jeep to slam on the brakes, sending Gabriel through the front windshield as the car crashes. Charlie and Jeep survive with the baby, but Charlie indicates that Audrey did not survive the crash.
Gabriel finally corners Jeep and Charlie in the nearby mountains. He is about to kill them when Michael appears from Heaven, an angel once more, and stops Gabriel. Michael tells Gabriel that he (Michael) did what God needed, not what God wanted, thus giving humanity another chance. With his angelic powers back, Michael easily defeats Gabriel, but spares his life after which Gabriel leaves, defeated. Michael explains to Jeep that he is the child's true protector, then flies off. Charlie and Jeep make it to the top of the mountain and see a small town in the valley below.
Sometime later, Charlie, Jeep, and the baby are seen driving off into the distance with a car full of weapons, after which the credits roll.
[edit] CastPaul Bettany as Michael, the fallen archangel and leader of the human fighters.[4]
Tyrese Gibson as Kyle Williams[4]
Charles S. Dutton as Percy Walker,[4] the religious one-handed cook and former soldier.
Dennis Quaid as Bob Hanson,[4] the diner's atheist owner.
Adrianne Palicki[4] as Charlie, a downtrodden waitress who is pregnant with who is supposed to be the savior of humanity.
Lucas Black as Jeep Hanson,[4] Bob's son and protector of Charlie's baby.
Kate Walsh as Sandra Anderson[4]
Kevin Durand[5] as the archangel Gabriel, leader of the angel army and the main antagonist.
Willa Holland[4] as Audrey Anderson
Jon Tenney as Howard Anderson,[4] Sandra's husband and Audrey's father.
Doug Jones[4] as Ice Cream Man, a possessed ice cream man who attacks the diner.
Jeanette Miller as Gladys Foster, the possessed old woman in the diner.
Meanwhile, Kyle (Tyrese Gibson), a single father driving to L.A., stops at the diner. There he meets the owner, Bob Hanson (Dennis Quaid); his son Jeep (Lucas Black); the short-order cook Percy (Charles S. Dutton); a pregnant waitress, Charlie (Adrianne Palicki); a married couple, Howard and Sandra Anderson (Jon Tenney and Kate Walsh), and their rebellious teenage daughter, Audrey (Willa Holland).
An old woman enters the diner. She seems pleasant at first, but then begins taunting the diner's patrons. When Howard confronts her, she rips his throat open, screeches that they are all going to die and climbs up the ceiling like an insect. Kyle shoots her with a handgun after she attacks Bob. Percy, Jeep and the patrons try to get the injured Howard to the hospital in Kyle's SUV, but are forced to go back after passing through a swarm of horse flies.
Michael arrives and arms the patrons as the entire sky plunges into blackness. Hundreds of car lights are seen in the distance. The patrons get armed with guns and shoot at the cars as they approach the diner. As the surviving cars make it to the diner, The possessed people get out and start attacking the diner. Michael leads the patrons in fight with the possessed people, but Howard is dragged away. Later Michael explains that God has lost faith in mankind and has sent his angels to destroy the human race. He also reveals that Charlie's baby is deemed to be the savior of mankind, and that it must stay alive if humanity is to have any hope of surviving. Michael also reveals that his original mission was to kill Charlie's baby, but he disagreed with God's orders, as he still has faith in the goodness of humanity.
The next morning, Sandra discovers Howard crucified behind the restaurant and covered with boils. She tries to rescue him, but he violently explodes. Percy shields Sandra from the blast and is killed, while Sandra is driven insane. Meanwhile, the patrons manage to catch a radio transmission revealing that there are other pockets of survivors holding out against the possessed, with one such refuge nearby. However, Michael advises not to go, since they would be too vulnerable on the move.
That night, a second wave of possessed attack, luring Kyle out by having a father and his son show up and having the father run over, motivating Kyle to attempt to save the child. The child turns out to be possessed, kills Kyle, and attacks Audrey, but Michael intervenes and guns down many possessed.
The attack pushes a panicked Charlie into labor. She delivers the baby as trumpets sound, signaling the approach of the Archangel Gabriel (Kevin Durand). In a panic, Sandra breaks her restraints and tries to give the baby to the possessed, so Michael kills her.
Moments later, Gabriel enters the diner seriously injuring Bob. Michael gives Jeep the keys to the police cruiser he arrived in, urging them to escape. The hordes of possessed humans are unable to approach Charlie's baby, so Jeep, Audrey, Charlie, and her baby make their way to the cruiser. Gabriel and Michael fight, ending with Gabriel stabbing Michael through the chest with his mace. Michael dies and his body disappears. The dying Bob lights a flame to the diner's gas main, blowing up the diner, destroying himself and the remaining hordes of possessed.
Jeep's body gets covered in the same mysterious drawings seen on Michael's body. Gabriel then shows up, having survived, and swoops down on the fleeing car. As he tries to reach Charlie, Audrey jumps on him and sacrifices herself by yelling at Jeep to slam on the brakes, sending Gabriel through the front windshield as the car crashes. Charlie and Jeep survive with the baby, but Charlie indicates that Audrey did not survive the crash.
Gabriel finally corners Jeep and Charlie in the nearby mountains. He is about to kill them when Michael appears from Heaven, an angel once more, and stops Gabriel. Michael tells Gabriel that he (Michael) did what God needed, not what God wanted, thus giving humanity another chance. With his angelic powers back, Michael easily defeats Gabriel, but spares his life after which Gabriel leaves, defeated. Michael explains to Jeep that he is the child's true protector, then flies off. Charlie and Jeep make it to the top of the mountain and see a small town in the valley below.
Sometime later, Charlie, Jeep, and the baby are seen driving off into the distance with a car full of weapons, after which the credits roll.
[edit] CastPaul Bettany as Michael, the fallen archangel and leader of the human fighters.[4]
Tyrese Gibson as Kyle Williams[4]
Charles S. Dutton as Percy Walker,[4] the religious one-handed cook and former soldier.
Dennis Quaid as Bob Hanson,[4] the diner's atheist owner.
Adrianne Palicki[4] as Charlie, a downtrodden waitress who is pregnant with who is supposed to be the savior of humanity.
Lucas Black as Jeep Hanson,[4] Bob's son and protector of Charlie's baby.
Kate Walsh as Sandra Anderson[4]
Kevin Durand[5] as the archangel Gabriel, leader of the angel army and the main antagonist.
Willa Holland[4] as Audrey Anderson
Jon Tenney as Howard Anderson,[4] Sandra's husband and Audrey's father.
Doug Jones[4] as Ice Cream Man, a possessed ice cream man who attacks the diner.
Jeanette Miller as Gladys Foster, the possessed old woman in the diner.