Marti Malone (Gabrielle Anwar) is a teenager alienated from her newly remarried father, an agent from the Environmental Protection Agency (Terry Kinney) and her new stepmother (Meg Tilly), and her 10-year-old brother Andy. Marti's father has been assigned to this remote military base on an assignment to check for contaminates which may be the cause of a recent outburst of mass hysteria on the base. Before arriving, the family stops at a rural gas station where Marti encounters a wild-eyed serviceman who tells her that "they are everywhere." When Marti runs to tell her father, the serviceman is gone. Upon arrival, Marti attempts to fit in with her new enviroment, hanging around with the base commander's rebellious daughter, and by flirting with a handsome attack helicopter pilot, Tim Young (Wirth). While examining a soil specimen, Marti's father is approached by a man named Major Collins (Forrest Whitaker), who asks him about psychological effects particularly narcophobia (the fear of sleep), saying that many people on the base are now frightened of sleep and are paranoid and suspicious. Marti's father doesn't take the Major very seriously. He is forced to take it seriously, however after extremely high levels of toxicity and mutant plant life are discovered on the base. That night, Marti Malone's step-brother approaches his sleeping mother, but she crumbles to dust as her soulless and egotistical pod double exits from the closet. Donning a nightgown, the pod-woman engages in an attempt to convince her husband that the pod invasion is a good thing, claiming it will cause the death of confusion and anger. She also claims that there's no place at all to go, as the invasion is not an isolated incident. He is almost shocked and saddened into compliance, but Marti and her step-brother arrive and drag her father out the door. His pod-wife dashes to the door and emits a shrill and mechanical scream that alerts her comrades to the danger of a human being. For the rest of the movie, Marti and her father and Andy are chased across the base by the taken over soldiers and civilians on the base, where they encounter a few remaining humans who join them and are also are chased by the pods. Searchlights go on, and the pod clones swarm over the base. Hiding Marti and Andy in a warehouse filled with barrels of poisonous waste, Marti's father promises to find help. He sneaks up to the window of Major Collins' office and enters by smashing a window. Inside, he finds the hysterical Major attempting to call for help, but gets blocked on the other end of the line by the bureaucratic pod-people. At first, he suspects Marti's father of being a pod-man, but when he realizes he isn't, he explains while wolfing down sleep-prevention pills that it is too late for running; all they can do is fight. Their conversation is interrupted by the arrival of the fearsome pod-people, led by the base commander. Marti's father hides. Instead of shooting all of the pod-people with his gun, the Major allows them to try to convince him that the individual is never important, and that only mindlessness and heartlessness can solve problems. He shoots himself rather than live in such a world. Marti's father returns to Marti and Andy, and asks them to follow him, claiming to have found a way out. They drive aimlessly through the military base, as loudspeakers shout out instructions for spreading the invasion by carrying out pods in trucks. Frightened by all this, Marti asks her father where exactly they're going. He never gives her a straight answer, instead replying. "I know what I'm doing. Don't worry...I know exactly what I'm doing." Realizing that her father was "podded" while he was away, she swerves the car to the side and tries to escape with her brother, but her father tries to keep her in the van. Adding to all this is the helicopter pilot, Tim Young, who still hasn't figured out what has been going on, stepping onto the scene, and Marti takes his gun and shoots her pod-father dead. The pilot is horrified to see him shrink into a mass of seething and bloody goo. Marti, Tim, and Andy hide out in a nearby hanger where Tim tells them that it's too dangerous to be spotted in the open, so he'll go alone. As soon as he goes in, he is approached by the Pod-people, and pretends to be a pod-man, and although the pod-people suspect strongly that he's a human, they can't find any evidence and let him go. While he's starting up the helicopter, several of the pod-people approach Marti and Andy. Tim sees this from the air and follows them to a building on the base where humans are being duplicated. Tim lands the helicopter and enters the building to look for Marti, and finds her, nearly taken over by her pod clone on the bed next to her. Tim manages to revive her before the transformation is complete. Marti and Tim leave the building, pretending to be emotionless so they can get to Tim's helicopter to escape. However, they are spotted and confronted by the commander's daughter, whom gets suspicious and tells Marti that she saw Andy somewhere, and when Marti reacts, the game is up. Marti and Tim are forced to run to the helicopter and are joined at the last minute by Andy who runs up to them. However after taking off, Any attacks Tim, and Marti is forced to throw her taken-over brother out of the helicopter to his death on the ground far below. At dawn, Marti and Tim return to the military base and attack with with rockets and bombs from the helicopter's armaments, and destroy the pod-making facility and most of the pods and their clones with it. The final scene has Marti and Tim flying away in their helicopter and landing at a military base near the city of Atlanta where the ending of the film is an ambiguous one, quoting Marti's infected stepmother earlier in the film, suggesting that the phenomenon has already spread far beyond the army base, and nowhere, or nobody, is really safe: "Where are you gonna go, where are you gonna run, where are you gonna hide? Nowhere... 'cause there's no one like you left." The End
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