In Everytown, USA, your neighbors are acting strangely. They may look the same, but something has gone dead inside them. Soon, strange pods are discovered, and it appears they serve to replicate aliens as these same neighbors, thus beginning an insidious takeover of the earth itself. Dr. Milles Binnell (McCarthy) and Becky Driscoll (Wynter) are the first to stumble upon this horrible and incredible phenomenon, and it falls to them to warn everyone else. But just whom can they trust?