A man wanders out of the desert not knowing who he is. His brother finds him, and helps to pull his memory back of the life he led before he walked out on his family and disappeared four years earlier.

In this attempted remake of the classic 50s SF tale, a boy tries to stop an invasion of his town by aliens who take over the the minds of his parents, his least-liked schoolteacher and other townspeople. With the aid of the school nurse the boy enlists the aid of the U.S. Marines.