In 2065, Earth is infested by alien life forms known as Phantoms. The Phantoms arrived on Earth 34 yrs ago. By physical contact Phantoms consume the Gaia spirit of living beings, killing them instantly, though a minor contact may only result in an infection. The surviving humans live in "barrier cities" protected by energy shields that prevent Phantoms from entering and are engaged in an ongoing struggle to free the planet. After being infected by a Phantom during one of her experiments, scientist Dr. Aki Ross (Ming-Na) and her mentor, Dr. Sid (Donald Sutherland) discover a means of defeating the Phantoms by gathering eight spirits, unique energy patterns contained by various lifeforms. When joined, the resulting energy wave can negate the Phantoms. Aki searches for the sixth spirit in the ruins of New York City when she is cornered by Phantoms but rescued by Captain Gray Edwards (Alec Baldwin) and his squad Deep Eyes, consisting of Master Sergeant Ryan Whittaker (Ving Rhames), Neil Fleming (Steve Buscemi) and Corporal Jane Proudfoot (Peri Gilpin). It is revealed that Gray was once romantically involved with Aki. When they return to Barrier city #42, the whole team undergoes scans, and it is revealed that Gray somehow got infected. Aki takes a big risk and by treating Gray inside the city, and using lasers to eliminate the phantom before it broke through & infected the entire city. Dr Sid then arrives and allows Aki to bypass the scans. 20 years ago, Sid discovered an energy signature in the phantoms. Sid is responsible for every piece of tech being used to fight the phantoms. Including bringing together the 8 spirits from 8 different life forms. Dr Sid believes that each spirit is born out of the Gaia. and is housed in a physical body, where it grows and mature. When the body dies, the spirit returns to the Gaia, enriching it and allowing it to grow. But his research is not popular, only the weapons he creates are. Returning to her barrier city, Aki joins Sid and appears before the leadership council along with General Douglas Hein (James Woods). Hein is determined to use the Zeus cannon, a powerful weapon aboard a space station, to destroy the Phantoms (who nest in the Leonid meteor, which is now lying on the surface of the Earth), though Sid is concerned the cannon will damage Earth's Gaia (a spirit representing its ecosystem) (Sid argues that every time humans have attacked Leonid, the phantoms go deeper inside the Earth to bide their time. Increasing the weapons power could lead to injuring the spirit of the Earth). Aki delays the use of the cannon by revealing that she has been infected, and the collected spirits are keeping her infection stable inside her body, convincing the council that there may be another way to defeat the Phantoms. The 6 spirits collected so far are: Human, Fish, Sparrow, Deer, A little girl (dying in the emergency room), & a Plant. However, this revelation leads Hein to incorrectly conclude that she is being controlled by the Phantoms. Hein reassigns Gray to Aki and to keep an eye on her at all times. Aki and the Deep Eyes squad succeed in finding the seventh spirit as Aki's infection begins to worsen and she slips into unconsciousness. The phantoms were attracted towards her energy signature. Gray barely manages to get her out. Gray's team wants to shoot Aki, but Gray stands in their way. Her dream reveals to her that the Phantoms are the spirits of dead aliens brought to Earth on a fragment of their destroyed planet (There was a civil war and both sides used powerful nukes, destroying their planet and turning all life forms into Phantoms. Which is why phantoms on Earth come in myriad shapes and forms). Sid uses the seventh spirit to bring Aki's infection back under control, reviving her. To scare the council into giving him clearance to fire the Zeus cannon, Hein lowers part of the barrier shield protecting the city. Though Hein intended that only a few Phantoms enter, his plan goes awry, and legions of Phantoms invade the entire city. Aki, Sid and the Deep Eyes attempt to reach Aki's spaceship, their means of escape, but Ryan, Neil and Jane are killed by Phantoms during the process. Ryan attacks the meta to distract them away from Aki's ship and allowing them to power up to escape. Aki and Gray share a kiss after they escape. Hein escapes and boards the Zeus cannon's space station, where he finally receives authorization to fire the cannon. Sid finds the eighth spirit at the crater site of the alien asteroid's impact on Earth. But that's most likely a one-way trip. He attaches a device to Aki's chest plate to attract the 8th spirit. He lowers a shielded vehicle, with Aki and Gray aboard, into the crater to locate the final spirit. Just before they can reach it, Hein fires the Zeus cannon into the crater, not only destroying the eighth spirit but also revealing the Phantom Gaia. Aki tries to speak to Hein to explain that the phantoms are only lost spirits, ghosts and not an invading force. Hein is in no mood to stop firing. Aki has a vision of the Phantom home planet, where she is able to receive the eighth spirit from the alien particles in herself. When Aki awakens, she and Gray combine it with the other seven. Hein continues to fire the Zeus cannon despite overheating warnings and unintentionally destroys the cannon and himself. Gray sacrifices himself as a medium needed to physically transmit the completed spirit into the alien Gaia. The Earth's Gaia is returned to normal as the Phantoms ascend into space, finally at peace. Aki is pulled from the crater holding Gray's body and is seen looking into the newly liberated world.
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