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Huge motherships from an alien species sneak ominously into orbit around earth. Lethal, bat-winged fighters descent to the planet. Citizens are abducted. Homes are destroyed. The invasion has begun. As two deputies prepare to transport a pair of prisoners to country jail, they receive last minute instructions from Sheriff Nate Bridges (Charles Napier). The sheriff has no way to know that his town is the target of the first alien attack. Professor Edgar Chambers (Hoke Howell) studies UFOs, and he knows something is happening. But while searching for signs of the alien species, he and his associates are driven from the road by a violent thunderstorm. They seek shelter in an old cave, along with the sheriff's deputies and their tow prisoners, only to find themselves trapped in an alien nest. They spend a hellish night filled with violent confrontations, grisly deaths, and the ghoulish discovery of human "cocoons".
Meanwhile, the town is a war zone, as alien spacecraft use powerful laser weapons to destroy everything in sight. The professor's assistant Carol (Jodi Seronick) and prisoner Paul Towers (Marc Robinson) escape from the cave, saving the professor's granddaughter. Armed with technology taken from the alien nest, they return to the town for a final from the alien nest, they return to the town for a final confrontation with the deadly alien spacecraft. With the secret to destroy the attacking space ships, there's a chance they can stop the alien invasion. For now.