The movie starts off with a scene of a family on a small plane talking to the pilot (later announced as Sara's mother.)The little boy in the back seat with his own mother was extremely nervous. when he started hyperventilating, the pilot, his mother, and father look the direction he's looking and see an out of control plane which hits them and they go down. Sara, (Jessica Lowndes), who is now older, received her pilot's license and is planning on flying her and her friends to a concert instead of driving there like she told her father, a colonel who worries about her flying thinking the same thing will happen to her like it did to her mother. Sara is looking a photos of her late mother and her passengers (showing the little boy of the family in the first scene)on her last flight before the accident resulting her death.

Sara meets her two friends, Sal (Jake Weary)and Mel (Julianna Guill), who are shown to be dating, at the airport. Sara's cousin Cory (Ryan Donowho)arrives moments before Sara does and talks with Mel showing he has feelings for her. Sara has invited the guy she has been dating Bruce Parker (Landon Liboiron). When he arrives, he seems nervous and unwilling to get on the plane, but he does. When they take flight, Bruce is shown as extremely nervous and worried while everyone else is calm, and excited. It is shown that a nail on the tail of the plane is coming loose. Sara kiddingly lets Bruce fly the plane when Sal finds out Bruce brought the comic book Sara got him as a gift and demands for him to hand it over. Sara says his hands are tied and puts them on the wheel. They hit some turbulence and Bruce looses control and pulls the wheel back hard which causes them to fly upward. The loose nail has fallen off and jammed something on the tail. Meanwhile, Sara tries to gain control of the plane and Cory gives Bruce his comic book back but after Sal ripped out a page to taunt him.

Later, they fly into a dark storm and looses signal so they are unable to contact anyone for help. Sara informs everyone that the elevator in the tail is jammed so they will continue to fly up. without control of the plane, it wouldn't be long before they run out of air or crash into a mountain. Sara sees that the fuel tank is low and they'll only have less than an hour to figure things out. Bruce has a panic attack but Sal, being a wrestler, puts him to sleep from a choke hold. they tie him up and continue to think. Sara says the only way is to have someone go to the tail of the plane and unjam it manually. Mel gets a headache due to lack of air because of their altitude. Cory says he'll go out onto the tail because he's been a free climber for years. Everyone is reluctant for him to go except Sal. Cory brought his climbing gear so he takes out his rope and tells Sal to tie it to something. Cory questions his knot tying and Sal gets frustrated and wraps the rope around himself. Before Cory jumps out of the plane, Mel kisses him and he tells her he'll be fine as long as she keeps him right. with some obstacles, he makes it to the tail and unjams it. on his way back, Sal tries hard to pull Cory back and tells Mel to put her camera away and help. just as that happens,you see Bruce twitching as if he was having a bad dream and Sal sees the horrifying thing he saw earlier when they were getting rid of any unneeded weight. He looses control of the rope and is pulled out of the plane. He tries to get back in while the other end of the rope is tied to a handle on the inside of the plane. He takes out his pocket knife and begins to cut the rope. Cory has flown away after Sal gets back in. Everyone is in shock especially Sara. She begins to cry while Sal tries to tell her what he saw. Mel cries over the rope which has been cut. Bruce wakes up and sees that he's tied up and asks what happened and where Cory was. Mel yells at Sal and says he killed him because the rope didn't break, but it was cut. Sal yells at her about her "boyfriend" and for her accusing him of killing someone. Bruce asks what happened to him and Sara tells him he fixed the tail and Sal said something grabbed him. Sal said there was a monster out there. Bruce asks when he'll be untied and Sara responds saying when they can trust him again. He says he can be trusted but Sara says that he completely lost if and he lied to her about his parents' death so she couldn't trust him. She tells Mel to watch out for anything while she goes in the back to talk with Bruce. He tells her about his parents' death saying that he was in the plane when her mother died. We now know that he was the little boy and the passengers were his parents. He tells her that "they pulled me out of that lake with half my bones broken." Sara asks him if he was the Taylor's kid and he says yes. Sal says he thought his last name was Parker which Bruce says is his foster parents' last name.