Credits Distributed by Momentum Pictures Production companies Automatik Entertainment Exhibit Entertainment Global Road Entertainment Ferrotame Films Slater Hall Pictures Estuary Films Directed by Reed Morano Written by Mike Makowsky Produced by Fred Berger Brian Kavanaugh-Jones Fernando Loureiro Roberto Vasconcellos Peter Dinklage Mike Makowsky Starring Peter Dinklage Elle Fanning Paul Giamatti Charlotte Gainsbourg Cinematography Reed Morano Edited by Madeleine Gavin Music by Adam Taylor Details Del lives alone in a small town after an unspecified but sudden (people died where they sat) apocalyptic event has killed off the human population "on a Tuesday afternoon". Believing he is the last man on Earth, Del has set about leading a peaceful existence in his hometown, living in the library where he used to work and spending the day clearing out people's homes and burying the dead. One night, he is awakened by fireworks. The following day, he discovers a young woman named Grace, unconscious in her car, having gotten into a drunken car accident. Initially, Del is unwelcoming toward the woman, who follows him around and urges him to let her stay. When the woman decides to leave, Del stops her and allows for a theoretical trial period in case they need each other. Grace is a noisy, erratic presence, but Del reluctantly becomes used to her, feeding her and teaching her his methods for clearing the homes of the dead. When Grace finds a dog, she showers it with love and attention, but after the dog bites Del, he lets it loose and it runs away. When he admits this to Grace, she is furious and reminds him that while he was bitter and alone in his previous life, she was loved and happy. A repentant Del shows her his greenhouse and asks her to continue clearing houses with him. On one of her trips to search for houses, Grace comes across a house that hasn't been cleared yet and which Del doesn't want to clear. She realizes that it belonged to Del's family. Grace convinces Del to clean the house and bury the body of his mother. Afterwards, Grace informs Del that she has something to tell him but instead avoids addressing the topic directly and kisses him. The following morning, Del wakes up in the house Grace has been using and is surprised to hear voices downstairs. He meets two new survivors, Patrick and Violet, who introduce themselves as Grace's parents. It is revealed that there were thousands of survivors of the apocalypse, who have formed a community. Because Del has never left his town, he has not been made aware. Del is upset and leaves but Grace chases him and begs him to keep her with him, saying that the couple are not her real parents and that she was paired with them when she reached the survivor's commune in California. Del ignores her and leaves. Patrick visits Del at the library where he urges Del to come with him, hinting at different experiments occurring in California that focus on the mind. Soon thereafter, Grace leaves with the couple and Del returns to his solitary lifestyle though he is now wracked with loneliness. No longer capable of living alone, Del abandons his small town and drives to the address Patrick left him, hoping to find Grace. Del sneaks into Grace's home to see her, and while there, sees she has undergone more behavior modification surgery to erase the lingering trauma caused by the loss of her family. While Del and Grace are trying to escape, Patrick attempts to stop them. He explains that the only way for the human race to move forward is to forget the past and what they all lost. Grace panics and shoots him. Violet is not upset as she still remembers her previous life and the daughter she lost, despite the behavior modification she has been subjected to. Del and Grace find the city populated with disconcertingly happy survivors, all blissfully and willfully ignorant of their past trauma. Del and Grace leave the city with no stated or implied goal or destination.