In 1995, Samantha Darko (Chase) follows her best friend Corey (Evigan) on a road trip from Virginia to California, in an attempt to become professional dancers. Their dreams are cut short when their car breaks down in a tiny Utah town. They are saved by the town bad boy, Randy (Westwick), who takes them to the local motel where they meet the conspiracy-loving owner. He tells them of Billy Moorcroft, a boy who went missing.
Samantha starts sleepwalking. A future version of her meets Justin (James Lafferty) at the windmill and tells him that the world will end; however, Justin knows this already. The next morning Samantha wakes up on a bus stop bench, where a policeman finds her and warns her about a pervert. He offers to drive her back to the motel but the two end up stopping at the site where a meteorite crashed. Samantha tells Corey that she doesn't remember what happened the night before.