Following a recent plague that drove survivors into a heavily guarded area of the city, a young Zombie named "R" (Nicholas Hoult) realizes he's different from other Zombies. For one thing, he's alive inside. As the other Zombies roam around an airport terminal searching for human prey, R and his best friend M stumble across a beautiful human named Julie (Teresa Palmer), whose boyfriend's brains he's eaten.
Because he's absorbed all of her boyfriend's memories, R finds himself deeply in love with Julie. He decides he has to save her from the other Zombies and from the vicious Boneys, the next undead incarnation whom even the Zombies fear. R hides her at his placea cluttered 747 aircraft. Unfortunately, the whole experience leaves Julie terrified, even though R repeatedly assures her in grunts, "Not...eat." It's only when she discovers R is more human than Zombie as he refuses to eat human flesh, defends her from his cohorts and even begins speaking in full length sentences, that she realizes he's special.