Judith notices some very creepy things are happening around town. She and the towns sheriff make a chilling discovery, the towns teens are disappearing. When they reappear they are suffering from amnesia. Judith is even more troubled when her daughter, Katie, is missing. When she returns and begins acting strangely, it becomes evident alien powers have taken over the town. Judith must stand up to her fears and rid the town of the aliens that have come to claim her daughter.