When Charlie's (Paul Le Mat) ex-wife disappears, he goes searching in her rural hometown. He gets suspicious when no one in town claims to know her family, but suspicion becomes terror when he discovers that the town has been taken over by aliens. His attempts to tell the FBI fall on deaf ears, so he turns to a ditzy tabloid reporter (Nancy Allen) to expose the alien invasion, setting in motion a cycle of sci-fi violence and vigilante justice.