The Archangel Michael falls to Earth in Los Angeles and cuts off his wings. He steals a police car after a policeman is killed by another officer. He then heads for the Paradise Falls diner, near the edge of the Mojave Desert.
Meanwhile, Kyle, a single father driving to Los Angeles, stops at the diner. There he meets the owner, Bob Hanson; Hanson's son, Jeep; the short-order cook, Percy; a pregnant waitress, Charlie; a married couple, Howard and Sandra Anderson; and their rebellious teenage daughter, Audrey.
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 before she can kill Jeep. While Bob and Jeep stay at the diner, Percy, Kyle, Sandra, Audrey, and Charlie try to get the injured Howard to the hospital, but they are forced to turn back after passing through a swarm of flies.
Michael arrives and arms the patrons as the entire sky plunges into blackness. Hundreds of cars approach, filled with possessed people who begin to attack the diner. Michael leads the patrons in the fight against the possessed, 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 destined 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 huge boils. She tries to rescue him, but he violently explodes into acid. Percy dies shielding Sandra from the blast, and Sandra is driven insane. Meanwhile, the remaining survivors (Jeep, Charlie, Kyle, Audrey, Sandra, and Bob) 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 them 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 shoots down many possessed.
The attack pushes a panicked Charlie into labor. Audrey and Michael help her deliver the baby as trumpets sound, signaling the approach of the Archangel Gabriel. In a panic, Sandra breaks her restraints and tries to give the baby to the possessed, but Michael guns her down.
Moments later, Gabriel enters the diner, seriously injuring Bob. Michael gives Jeep the keys to the police cruiser he arrived in, urging the group to escape and telling Jeep, rather enigmatically, to "find the prophets, learn to read the instructions". The hordes of possessed humans are unable to approach Charlie's baby, so Jeep, Audrey, Charlie, and the baby make their way to the cruiser. Gabriel and Michael fight to a standstill, ending with Gabriel's stabbing Michael through the chest with his mace. Michael dies and his body disappears. The dying Bob uses a lighter engraved "Hope" to ignite the diner's gas main, blowing up the diner, incinerating himself and the remaining possessed.
Jeep's body gets covered in the same mysterious drawings seen on Michael's body, which leads Jeep to realize that the tattoos are the instructions Michael spoke of. Gabriel then appears, 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, Jeep, and the baby survive the crash, but not Audrey.
Gabriel finally corners the three 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, and also gives the impression with everything that happened so far was part of God's plan to test His angels. Ashamed of himself, Gabriel leaves. Michael explains to Jeep that he is the child's true protector and to have faith when Jeep asks if they will see Michael again. Michael 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 station wagon full of weapons, after which the credits roll.
Cast[edit]
Paul Bettany as Michael, a fallen archangel and leader of the human survivors.
Lucas Black as Jeep Hanson, Bob's son and protector of Charlie's baby. He is in love with Charlie.
Tyrese Gibson as Kyle Williams, a divorced man heading to L.A. to battle custody over his son. In an alternate ending, Kyle survives.
Adrianne Palicki as Charlie, a downtrodden, pregnant waitress whose baby is humanity's savior. She is friends with Jeep.
Charles S. Dutton as Percy Walker, a religious single-handed cook, a former soldier, and Bob's friend.
Dennis Quaid as Bob Hanson, the diner's atheist owner.
Jon Tenney as Howard Anderson, Sandra's husband and Audrey's father.
Kevin Durand as archangel Gabriel, leader of the angel army, and main antagonist.
Willa Holland as Audrey Anderson, Howard and Sandra's daughter.
Kate Walsh as Sandra Anderson, Howard's wife and Audrey's mother.
Doug Jones 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.
