 The teenager Marti Malone (Gabrielle Anwar) is traveling along her summer vacations with her father, the EPA inspector Steve Malone (Terry Kinney), her stepmother Carol Malone (Meg Tilly) and her young stepbrother Andy (Reilly Murphy) to a military base where her father will inspect some toxic products. In a gas station bathroom on the road, she is scared by a soldier that advises her to not sleep, because they get you when you sleep. Once in the base, she becomes friend of Jean Platt (Christine Elise), the daughter of the general in charge of the base, and the helicopter pilot Tim Young (Billy Wirth). Marti and her father see that people are acting strange, and sooner they find that aliens are cloning the human beings in the base and invading Earth.