In 1979, Deputy Sheriff Jack Lamb (Kyle Chandler) and his 14-year-old son Joe (Joel Courtney) have suffered the loss of their wife and mother Elizabeth, killed in a workplace accident. All Joe has left is a locket. Four months later, Joe’s friend Charles Kaznyk (Riley Griffiths) is making a zombie movie for a Super-8 competition with Joe and their friends Preston Scott (Zach Mills), Martin Reid (Gabriel Basso), and Alice Dainard (Elle Fanning). Joe and Alice are becoming close, even though their fathers are not speaking over the accident that killed Joe’s mother.

At a train depot at midnight, they are filming the passing of a train when a pickup truck crashes head on into it in a spectacular event that destroys the depot and separates the children. Joe sees the door of a wagon ripped off. The children find strange white cubes in the wreckage and realize that the driver of the pickup, miraculously still alive, is their biology teacher Mister Woodward (Glynn Truman). He warns them to forget what they saw. The children flee as the authorities arrive, and Air Force Colonel Nelec (Noah Emmerich) finds an empty Super-8 film box.

Strange events take place in the town. Dogs run away, townspeople go missing, the power flickers, and electronic items are stolen. Sheriff Lamb approaches Colonel Nelec but Nelec has him arrested. The Air Force uses flamethrowers to start a wildfire and evacuates the residents to the base. Joe and Charles get around to watching their footage of the derailment and see that a large creature escaped the train. Nelec interrogates Woodward in the hospital, but when Woodward is not forthcoming, Nelec has him killed.

Alice’s father (Ron Eldard) tells Joe that the creature has abducted her. Joe, Charles, Martin, and Cary convince Charles’s older sister Jen (AJ Michalka) to flirt with Donny (David Gallagher) so he will drive them into town to rescue Alice. They break into Doctor Woodward’s storage bin and find film from his time as a government researcher. In 1958, the Air Force captured a crash-landed alien and experimented on it. What else? The white cubes allow the spacecraft to shape-shift. It persuaded Woodward to help it escape, but Nelec discredited Woodward.

Nelec captures the kids but the alien kills Nelec and the Airmen, allowing the kids to escape. Jack and Louis put away their differences to help their kids. The Military attacks the alien, but the weapons go haywire. Joe and Cary find a tunnel system under the town, where the missing townsfolk are hanging unconscious from the ceiling. The alien is creating a device at the water tower. Using firecrackers as a distraction, Joe frees Alice and the others. The alien grabs Joe but he speaks quietly and sympathetically with it, and it lets them all go. Metal objects in the town are attracted to the top of the water tower, including Joe’s locket of his mother. The white cubes assemble a spaceship from the junk and the alien leaves. Joe takes Alice’s hand. They finish their zombie movie.

The instant the Air Force Colonel kills somebody in cold blood, you know that, despite appearances, this is a Good Alien story. It began with an idea by J.J. Abrams. He directed and Steven Spielberg produced. Critics liked the nostalgia and of course, Spielberg’s amazing luck with child actors. It was the first joint film production of Amblin Entertainment, Bad Robot Productions, and Paramount Pictures. The film-in-a-film was made on Super-16 because Industrial Light and Magic could not work with Super-8. The score by Michael Giacchino, an old collaborator of J.J. Abrams, won the 2012 Saturn Award for Music. Elle Fanning was twelve and not allowed to drive, so a stunt driver drove from a second steering wheel in the back seat.

When he was a teenager, J.J. Abrams and his friend Matt Reeves, who directed Cloverfield, were hired to restore Spielberg’s Super-8 home movies. Because the kids were making a zombie movie, there were references to George Romero. When he was a kid, Spielberg was awed by the train-wreck scene in The Greatest Show on Earth. When painting models in his room, Joe is listening to CBS Radio Mystery Theatre, which actually aired in 1979. Abrams modeled the messy, busy family homes on the family in Close Encounters. During the military maneuvers, the music is similar to that in Close Encounters. They chose to have Joe make a zombie movie instead of an SF movie because the latter would have required Spielberg posters on the walls and there was enough hero-worship by J.J. Abrams in the production. Dakota Fanning, Elle’s big sister, appears for one second in a crowd scene.