In the 13th-century Carpathian Mountains of Romania, an Eastern Orthodox abbey and its inhabitants are destroyed by a landslide.
Centuries later, a group of modern-day Soviet and British plunderers search for the long-lost abbey during the Cold War era. They discover the abbey is built above a vast cave system, but it is completely blocked off by an intricate floor mosaic. Trying to blast their way in, they cause a landslide that buries the abbey, trapping the men in the cavern below. They descend further into the cave in hopes of finding a way out, even as they hear strange sounds in the darkness.
Some time later, present day, a new team, led by Dr. Nicolai, with his associate Dr. Kathryn Jennings and cameraman Alex Kim explore the site, and the mythology behind the winged demons depicted in the mosaic on the abbey's floor. Local biologists believe the cave could contain an undiscovered ecosystem, so they hire a group of American spelunkers led by brothers Jack and Tyler McAllister – thrill-seeking professional cave explorers who run a world-famous team of divers. They arrive in Romania with a modified rebreather allowing a diver to remain submerged for up to 24 hours. The diving team includes rock-climbing professional Charlie, first scout Briggs, sonar expert Strode, and survival expert Top Buchanan.
Briggs is chosen to scout ahead; when contact is lost, the group presses on in the likelihood it is simply an equipment malfunction. After the group finds Briggs safely downriver, Strode is suddenly attacked and dragged away by a large, unknown creature. His water scooter explodes and causes a cave-in, forcing them to follow the river and search for a new way out. Jennings and Nicolai discover a strange parasite in all of the lifeforms they find. Unlike the known cave species, which have adapted over generations to life underground, Jennings believes this new parasite originated in the cave environment and has never been exposed to the outside world. The team stumble across the equipment and remains of previous explorers, unaware they are being stalked by the creatures.
They descend through a series of rapids, where Nicolai is attacked and Jack goes after him. Nicolai is dragged into a crevice but Jack breaks free, injured, after seeing letters tattooed on one of the creatures. Jack's senses and physical features begin to transform. When Jack tells them they must go back up to escape, Charlie scales the wall and is attacked by a creature hidden in the passage above. She nearly drops to her death, but recovers, before the human-sized winged creature kills her on the cliff face in full view of the team. As Jack exhibits super-keen senses and inhumanly slanted pupils, Jennings speculates that Jack, the previous explorers, and all the ecosystem's creatures mutated due to the parasite; and the infected humans resemble demons. Witnessing Jack's transformation, some of the survivors question his judgement and the team splits up. Alex, Briggs, and Jennings go their own way, while Top and Tyler stay with Jack.
Jack, Top, and Tyler discover a cavern littered with human skeletons and realize this is the ancient battleground depicted in the abbey's artwork; the abbey's residents sealed the cave to prevent the creatures from escaping. After they see daylight through the underwater passage ahead, Tyler goes back to find the others, but Briggs dies defending Jennings and Alex, while the creatures enter the cavern and steal the rebreathers necessary to navigate the passage. Alex is killed before they can get in the water, but Tyler, Jennings and Top escape while Jack stays behind to hold off the creatures.
The three survivors return to civilization, and Top departs. Tyler asks Jennings if Jack could have survived in the open. She responds that she originally thought the parasite could only survive underground, but is now uncertain and thinks that it wants to get out. She bends down to kiss his cheek, revealing her pupils are like Jack's. As Katheryn walks away, Tyler realizes she knows she is infected with the parasite and intends to remain free, able to infect others. He runs after her, but she disappears in the crowd.
Cole Hauser as Jack McAllister
Eddie Cibrian as Tyler McAllister
Morris Chestnut as Top Buchanan
Lena Headey as Katheryn Jennings
Piper Perabo as Charlie
Rick Ravanello as Briggs
Daniel Dae Kim as Alex Kim
Kieran Darcy-Smith as Strode
Marcel Iureș as Dr. Nicolai
Vlad Rădescu as Dr. Bacovia
Brian Steele portrays the creatures in the cave.