In 1979, Joe Lamb (Joel Courtney), a 13-year-old boy living in the fictional town of Lillian, Ohio, has lost his mother in a factory accident. Louis Dainard (Ron Eldard) comes to the wake, but Joe's father, Deputy Jackson Lamb (Kyle Chandler), blames Dainard for his wife's death since she stayed to cover his shift at the factory while Dainard was drunk, and takes Dainard away in handcuffs.
Four months later, Joe's friend Charles Kaznyk (Riley Griffiths) hires Dainard's daughter Alice (Elle Fanning) to be the lead actress in his low budget zombie movie on Super 8 film. Alice steals her father's car and takes Joe, Charles, Preston (Zach Mills), Martin (Gabriel Basso), and Cary (Ryan Lee) to an old train depot in order for the group to film a scene. During the shoot, Joe witnesses a pick-up truck drive onto the tracks towards an oncoming train, which causes a massive derailment. Recovering from the accident, the kids find the wreck littered with strange white cubes. The kids approach the truck and discover Dr. Woodward (Glynn Turman), their biology teacher, behind the wheel of the truck. He instructs them to never talk about what they saw; otherwise, they and their parents will be killed. Moments afterwards, the U.S. Air Force, led by Colonel Nelec (Noah Emmerich), arrives to secure the crash site while the kids flee.