In 1958, the town of Centerville, Illinois, (filmed on location in Centreville, Illinois) was invaded by a race of aliens. The invaders could fire lasers from their eyes and hands and reduce humans to "crystallized" glowing blue orbs. They took over the form of the humans who were either captured or killed.
Twenty-five years later, university lecturer Charles Bigelow (Paul Le Mat) learns that his ex-wife, Margaret Newman (Diana Scarwid), has disappeared while attending her mother's funeral in Centerville, and travels there to find her. The disguised aliens all appear human and the town of Centerville appears to have not progressed beyond 1958. The aliens try to capture Bigelow as he escapes, but only capture his dog, Louie.
Seeing a photo of an alien in a tabloid magazine, Bigelow soon finds Margaret, who is now revealed to be one of the aliens. She warns Bigelow to escape with Elizabeth (Lulu Sylbert), their human/alien hybrid daughter, to protect her from the aliens, who want to take her to their home-world. Bigelow and Elizabeth escape from the departing alien ship and the townsfolk's blue orbs are transformed back to their original human forms.
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