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Henry (Thomas Jane), Beaver (Jason Lee), Pete (Timothy Olyphant) and Jonesy (Damian Lewis) are four lifelong friends on their annual hunting trip in Maine. As children they all acquired telepathy, which they call "the line", when they befriended a mentally challenged boy named Douglas "Duddits" Cavell (Donnie Wahlberg).
Jonesy and Beaver meet a lost man named Rick McCarthy, apparently ill, and let him rest in their cabin. Mysterious helicopters fly over and announce that the area will be quarantined. Jonesy and Beaver return to the cabin and find the man dead in the bathroom, with reddish moss and gore all over the walls. His body excretes a creature into the toilet, which is later referenced as The Ripley, after the character of the same name from the Alien franchise. Beaver tries to trap it beneath the lid, but the lamprey-like "Shit Weasel" overpowers and kills him. Jonesy escapes but is met by a large alien, called Mr. Gray, who enters Jonesy's body and possesses it.
Nearby, Henry and Pete nearly run over a frost-bitten woman, Rick's wife. Henry leaves to get help while Pete stays with the mysterious woman. The woman dies and excretes a Weasel, which Pete barely manages to kill. Mr. Gray then captures Pete, but Jonesy telepathically warns Henry to stay hidden.
Meanwhile, a secret military unit led by Curtis (Morgan Freeman) seeks to contain, and eventually kill, everyone exposed to the alien plague. Curtis sends Owen (Tom Sizemore) to lead an air strike against the aliens' landed spaceship. The aliens use telepathic abilities to confuse the task force, then release an explosive force which destroy some helicopters. When the remaining helicopters return to base, Henry arrives and convinces Owen to reveal the camp to the regular U.S. Army. Curtis escapes in a helicopter.
Jonesy explores a metaphoric warehouse of his own memories while watching Mr. Gray use his body. Mr Gray tries to coerce Pete to cooperate, then eats him when he refuses. Jonesy realizes that his mind contains memories of Duddits that would help Mr. Gray, and hides them deeper in the warehouse.
Henry and Owen arrive at the home of Duddits, who reveals that Mr. Gray is headed for a reservoir to pollute the water with a Weasel. Arriving at the reservoir, Owen is ambushed by Curtis' helicopter. Owen shoots Curtis down, but dies from his wounds. Henry takes Owen's weapon and kills Mr. Gray's Weasel. Duddits confronts Mr. Gray, who finally comes out of Jonesy's body. Duddits turns into an alien creature himself and attacks, causing both aliens to explode in a cloud of red dust which briefly resembles a dreamcatcher. Jonesy, now back to normal, smashes a final larva that was about to contaminate the water. The world is saved.
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