On a flight transporting dangerous convicts, murderer Ryan Weaver (Ray Liotta) manages to break free and cause complete chaos throughout the plane. As various people on board fall victim to Weaver, it is ultimately down to flight attendant Teri Halloran (Lauren Holly) to keep the aircraft from crashing, with on-ground support from an air traffic controller (Ben Cross). While Halloran struggles to pilot the plane, Weaver continues to terrorize the surviving members of the crew.