On a dark and stormy night, a young boy, David McLean (Jimmy Hunt) observes what appears to be a flying saucer crash-landing in his town. Shortly thereafter, the grown-ups - including his own parents - begin acting decidedly strangely. Convinced there's a link between this epidemic of bizarre behavior and what he witnessed that night, David turns to local health official Dr. Blake (Helena Carter) for help. But can these two unlikely heroes, together with famed astronomer Dr. Kelston (Arthur Franz), withstand the might of a full-blown invasion from outer space?