The first remake of the paranoid infiltration classic moves the setting for the invasion, from a small town to the city of San Francisco and starts as Matthew Bennell notices that several of his friends are complaining that their close relatives are in some way different. When questioned later they themselves seem changed, as they deny everything or make lame excuses. As the invaders increase in number they become more open and Bennell, who has by now witnessed an attempted “replacement”, realises that he and his friends must escape or suffer the same fate. But who can he trust to help him and who has already been snatched?

A small-town doctor learns that the population of his community is being replaced by emotionless alien duplicates.

When Environmental Protection Agency inspector Steve Malone travels to a remote military base in order to check for toxic materials, he brings his family along for the ride. After arriving at the base, his teenage daughter Marti befriends Jean Platt, daughter of the base’s commander, General Platt. When people at the base begin acting strangely, Marti becomes convinced that they are slowly being replaced by plant-like aliens.