The Archangel Michael (Bettany) falls to Earth in Los Angeles, cuts off his wings, and raids a police arsenal for a cache of automatic weapons. Confronted by two LAPD officers, one becomes possessed and kills the other. Michael kills the possessed cop and steals his car.
The remainder of the story takes place in a small roadside diner and garage in the middle of the New Mexico desert. Its semi-permanent residents are the diner's owner, Bob Hanson (Quaid), his son Jeep (Black), the short-order cook Percy (Charles S. Dutton) and the waitress, Charlie (Palicki). Charlie is pregnant with an absentee father's child, and Jeep has always loved her, though he is afraid to say so. Also present are a single father on his way to L.A., Kyle (Tyrese Gibson), and an urban married couple, Howard and Sandra Anderson (Jon Tenney and Kate Walsh), and their rebellious teenaged daughter, Audrey (Willa Holland), who have been temporarily stranded at the diner after their car has broken down. An elderly woman named Gladys (Jeanette Miller) comes in and starts acting strangely, telling Charlie that her baby "is going to burn." When she insults Sandra as well, Howard gets up to demand an apology, and Gladys attacks him, biting a hole in his throat, and then crawls up the wall like a spider. She taunts Jeep, before she is fatally shot by Kyle. Kyle and Sandra try to drive Howard to the nearest hospital, but are forced to turn back by a cloud of flies darkening the sky........
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