Katie Powers (Olivia Alaina May) is about to graduate high school. Jealous of her school rivals, Katie vows to lose her virginity to the boy she believes to be her soulmate before her graduation.
The boy, Ryan Lambert (Dustin Harnish), refuses to sleep with Katie due to a previous incident when he slept with another virgin, leaving Katie crestfallen. With the help of her friend Rose (Lauren Walsh), Katie begins a series of schemes to flirt with various boys and to try and entice them to bed, failing at each opportunity to achieve her goal.
In 1959, at William Dawes Elementary School in Lexington, Massachusetts, a time capsule containing the students' drawings of their ideas of the future is buried and set to be ceremoniously opened 50 years later. A girl named Lucinda Embry contributes a page full of seemingly random digits. That night, Lucinda is found in a school closet, where her fingers are bloodied and she complains about hearing voices.
In 2009, the time capsule is opened and the drawings are given to the current students. A boy named Caleb receives Lucinda's envelope. His father John Koestler, a widower and professor of astrophysics at MIT takes interest in the paper, and he soon realizes that part of these digits form dates and death tolls of every major disaster over the past fifty years, and suggests three disasters yet to come. Meanwhile, Caleb begins receiving visits from mysterious figures in overcoats (listed in the credits as "The Strangers"), and during his encounters he hears their overlapping telepathic whispers.
John witnesses a commercial plane crash on the date the paper next predicted a disaster would occur, and he discovers that the unexplained digits on the paper are in fact the geographic coordinates of the events. Speaking with Lucinda's former teacher, John learns of Lucinda's closet episode, and also that she had since died after an overdose. He then meets Lucinda's daughter, Diana Wayland, but is rebuffed once he mentions Lucinda's paper. However, after John uses the numbers to correctly predict another disaster—a Manhattan subway train derailment which John tries and fails to prevent—Diana seeks out John, and together they go to investigate Lucinda's old remote mobile home. Having noticed that the last date on the paper is not accompanied by coordinates, further clues in Lucinda's home lead John and Diana to realize that the '33' listed as the death toll for the final disaster is actually 'EE' reversed, which Lucinda meant to represent 'Everyone Else'. In the woods outside the home, John confronts one of The Strangers, who disappears in a flash of light. It is revealed that Diana's daughter Abby can hear The Strangers' eerie whispers as well.
John and a fellow professor forecast that a massive solar flare will soon reach Earth, and the final disaster on Lucinda's paper will indeed be global in scale. John then examines the door of the closet in which Lucinda was found, and discovers it is where she had scratched another set of coordinates. They represent the location of Lucinda's old mobile home, and John figures that it is somehow a refuge from the impending disaster. Diana insists they seek shelter in a system of underground caves instead, and she takes Abby and Caleb, without John's knowledge, to go there. As panic erupts at a gas station after news of the flare is made public through an Emergency Alert System broadcast, The Strangers drive off in Diana's car with Caleb and Abby still inside. Diana gives chase in another vehicle, and is killed when she is broadsided by a truck.
At Lucinda's mobile home, John finds the children with the four Strangers as a glowing vessel descends from the sky. The Strangers dispossess themselves of their human appearance, revealing themselves to be glowing, translucent figures surrounded by wisps of light. The Strangers invite only those who can hear their whispers to escape the destruction with them. John convinces an initially reluctant Caleb to go with The Strangers, and the vessel departs with the two children. From the vantage point of space, other ships are seen taking off from all around Earth. John travels to Boston to be with his sister and parents. While he had distanced himself from religion following his wife's death, John reconciles with his previously estranged father, a Christian minister. John and his family embrace as the solar flare strikes Earth. The radiation vaporizes the atmosphere and destroys all life on Earth. Elsewhere, Caleb and Abby are dropped off in an otherworldly field, as other ships are visible along the horizon, dropping off others. The film ends as the two make their way towards a prominent solitary tree in the distance.
Cast Nicolas Cage as Professor Jonathan "John" Koestler Chandler Canterbury as Caleb Koestler Rose Byrne as Diana Wayland Lara Robinson as Lucinda Embry / Abby Wayland Nadia Townsend as Grace Koestler Ben Mendelsohn as Professor Phil Beckman Alan Hopgood as Reverend Koestler Adrienne Pickering as Allison Koestler
In 1939, Lady Sarah Ashley (Nicole Kidman) travels from England to northern Australia to force her husband to sell his faltering cattle station, Faraway Downs. Her husband sends an independent cattle drover (Hugh Jackman), called simply "Drover", to Darwin to transport her to Faraway Downs. Lady Sarah's husband, who has been trying to sell 1,500 head of cattle to the military, is murdered shortly before she arrives. Meanwhile, Faraway Downs' manager Neil Fletcher (David Wenham) is trying to gain control of Faraway Downs so that Lesley "King" Carney (Bryan Brown) can have a monopoly in the Northern Territory, which will give him leverage with the Australian army. Fletcher claims that the murderer of her husband is an Aboriginal elder with magical powers, "King George" (David Gulpilil).
The childless Lady Sarah is captivated by the young boy Nullah (Brandon Walters), who was born to an Aboriginal mother and an unknown white father. Nullah tells her that he has seen her cattle being driven onto Carney's land — in other words, stolen. Because of this, Fletcher mistreats Nullah and threatens him and his mother. Nulluh proves to Lady Sarah that Fletcher is a liar by showing her that the windmill, which Fletcher has deemed broken, is instead fully functional. Lady Sarah fires Fletcher and decides to run the cattle station herself.
Sergeant Callaghan arrives to try to take Nullah away, so Nullah and his mother hide from him in a water tower. One of the officers accompanying the Sergeant tries out the water windmill, and Nullah's mother drowns while saving him. Afterwards, Lady Sarah comforts Nullah by singing "Over the Rainbow" from the film The Wizard of Oz. Nullah finds a great interest in the song, and proceeds to tell her that King George is his grandfather, and that like King George he too is a "magic man".
Lady Sarah persuades Drover to take the cattle to Darwin for sale so that Faraway Downs can be saved. Drover, a white man, is friendly with the Aborigines, and therefore shunned by many of the other whites in the territory. He had married an Aboriginal woman, but she died after being refused medical treatment in a local hospital because of her race. Drover leads a team of six riders, including Lady Sarah, Drover's Aboriginal brother-in-law Magarri (David Ngoombujarra), Nullah, and the station's accountant Kipling Flynn (Jack Thompson), to drive the 1,500 cattle to Darwin. Carney's men set fires to make the cattle stampede, and Flynn is killed. At the last minute, Nullah stops the cattle from stampeding over a cliff by apparently using magic learned from his grandfather. Lady Sarah and Drover develop a romance, and she gains appreciation for the Australian territory. Carney's men poison all the water sources along the cattle-drive route, so the group risks driving the cattle through the dangerous Never Never desert, which they accomplish with the help of King George. Delivering the cattle in Darwin, the group races them onto the ship before Carney's cattle are loaded. That night, Lady Sarah and Drover attend a ball for the "Children's Island Mission" and decide to keep Faraway Downs.
Two years later, Lady Sarah, Nullah and Drover live together at Faraway Downs. However, Fletcher kills Carney and frames it as a tragic accident, marries his daughter Catherine Carney, takes over Carney's empire, and continues to menace Lady Sarah. It is determined that Fletcher was the actual murderer of Lady Sarah's husband and that Fletcher is also almost certainly the father of Nullah. Nullah is drawn to perform a ceremonial coming-of-age walkabout with his grandfather "King George", but is instead captured by the authorities and sent to live on Mission Island with the rest of the half-Aboriginal children (dubbed the "Stolen Generations"). Lady Sarah vows to find him again, and while trying to secure Nullah's return, begins working as a radio operator in Darwin during the escalation of World War II. Lady Sarah prepares to sell Faraway Downs to Fletcher, believing that it will aid her in gaining Nullah back. The sale is interrupted by the Japanese bombing of Darwin and Mission Island. Lady Sarah fears that Nullah has been killed.
Drover, who had quarrelled with Lady Sarah and gone droving apparently never to return, hears (mistakenly) that she has been killed in the bombing. (It is later revealed that the dead woman thought to be Sarah is in fact Catherine Fletcher, who volunteered to take Sarah's shift at army radio headquarters so Sarah could go to Nullah.) Drover finds out about Nullah's abduction and sets out with Magarri and Ivan (the hotelier) to rescue the children from the island. When Japanese soldiers arrive, Magarri sacrifices himself to buy the others time to escape. Lady Sarah and the inhabitants of Darwin prepare to evacuate on the last convoy out of the city. When Drover and the children sail back into Darwin, Nullah plays his harmonica with the tune of "Over the Rainbow". Lady Sarah hears the music and reunites with the three.
Fletcher, watching them, knows Nullah is the one link that can relate him to a past that would ultimately ruin him, also concluding that the boy must have cursed him, and so he attempts to shoot Nullah. King George witnesses Fletcher from the top of a tanker just as Fletcher is about to fire, and spears Fletcher through the chest just as he pulls the trigger. Lady Sarah watches as Nullah falls to the ground and Drover rushes over to him. As Drover holds him in his arms, Nullah opens his eyes, and smiles, revealing that the bullet was a blank. Lady Sarah, Drover, and Nullah return to the safety of remote Faraway Downs. On the way back to Faraway Downs, King George calls for Nullah, his grandson, to go walkabout. Lady Sarah embraces Nullah and lets him go to his grandfather, who explains that they will return to his land, and then looking at Lady Sarah, says "our land".
