On their way back from whitewater rafting with her friends Juno and Beth; Sarah, along with her husband Paul and their daughter Jessica, are involved in a car accident when Paul is distracted. Paul and Jessica are killed, but Sarah survives.
One year later, Sarah, Juno, and Beth, as well as friends Sam, Rebecca, and newcomer Holly are reunited at a cabin in the Appalachian Mountains of North Carolina for a spelunking adventure. The next day, they hike up to a cave entrance and descend. While in the cave, Juno apologizes to Sarah for not being there for her after the accident, but Sarah is distant. After the group moves through a narrow passage, it collapses behind them, trapping them. After a heated discussion, Juno admits that she has led the group into an unknown cave system instead of the fully explored cave system that they had originally planned to visit, and so rescue is therefore impossible. She then tells Sarah that this is in the hopes of restoring their relationship.
As the group presses forward with hopes of finding an exit, they discover aged climbing equipment and a cave painting that suggests an exit exists. Holly, thinking she sees sunlight, runs ahead, but falls down a hole and breaks her leg. As the others help Holly, Sarah wanders off and observes a pale, humanoid creature drinking at a pool before it scampers away. Later, the group comes across a den of animal bones and is suddenly attacked by a creature known as a "crawler." Holly is killed when a crawler attacks and bites through her throat. Afraid, Sarah runs and falls down a hole, where she is knocked unconscious. Juno, trying to prevent Holly's body from being dragged away, kills a crawler with her pickaxe but then, startled and in shock, accidentally strikes Beth through the neck. Beth collapses with Juno's pendant in her hand and begs Juno not to leave her, but a traumatized Juno flees.
Sarah awakens to find herself in a den of human and animal carcasses, witnessing Holly's body being mauled and eaten by a group of crawlers. Juno discovers cave markings that point to a specific path through the caves. Juno locates Sam and Rebecca, the former of which informs the group the crawlers are blind and rely on sound to hunt. Juno tells them about the markings she discovered, but she will not leave without Sarah.
Meanwhile, Sarah encounters Beth, who tells her that Juno wounded then abandoned her. Beth gives her Juno's pendant, which Sarah recognizes as a gift from Paul, and realizes that Juno had an affair with Paul before his death. Beth begs Sarah to euthanize her, which Sarah reluctantly does by bashing her head in with a rock. Sarah then encounters a group of crawlers and manages to kill them all, falling into a blood-filled pond in the process and emerging covered in blood.
Elsewhere, Juno, Sam and Rebecca are pursued by a large group of crawlers. The group reaches a chasm and Sam tries to climb across, but she encounters a crawler scaling the ceiling. The crawler attacks and rips her throat out, but Sam stabs it before bleeding to death in front of Juno and Rebecca. Rebecca is then dragged away and eaten alive as Juno escapes. Juno encounters Sarah and lies to her about seeing Beth die. After defeating a group of crawlers close to the exit, Sarah confronts Juno, revealing the pendant and her knowledge of Beth as well as the affair with Paul. Sarah then strikes Juno in the leg with a pickaxe and leaves her to die as a rabid swarm of crawlers approaches. Juno is last heard screaming as Sarah escapes. Sarah falls down a hole and is knocked unconscious.
When Sarah awakens, she clambers up a slope covered in bones and escapes the cave. After pausing to recover her strength, she runs to her vehicle and speeds off. She pulls over to the side of the road and breaks down in tears. After a truck passes her, she opens the window, leans out, and vomits. Upon re-entering the car, she sees a hallucination of Juno sitting next to her and screams. Sarah awakens in the cave after her hallucination of her escape. She sits up to see Jessica sitting across from her holding a birthday cake. She smiles at this. The cake's fire is shown to actually be her torch. The camera slowly backs out as the crawlers are heard closing in on Sarah, revealing that she dreamt of her escape and that she is still trapped in the cave.
Shauna Macdonald as Sarah Carter
Natalie Mendoza as Juno Kaplan
MyAnna Buring as Samantha "Sam" Vernet
Saskia Mulder as Rebecca Vernet
Alex Reid as Elizabeth "Beth" O'Brien
Nora-Jane Noone as Holly Mills
Oliver Milburn as Paul Carter
Molly Kayll as Jessica Carter