Plot

A seemingly peaceful alien race, arrives at earth and asks for help to ensure their own planets survival. However, the visitors agenda turns out be much darker.

Aliens pretending to be friendly come to Earth and are received openly. The aliens have disguised themselves to look just like humans. When it is discovered that the aliens' planet is dying and that they have come to rape the Earth of its natural resources, the war for Earth begins. An important key to the humans' success is distinguishing their own from who the aliens are.—Michael Silva <silvamd@cleo.bc.edu> with help

A seemingly benevolent alien race forces Earth into fascist rule. In Los Angeles, a brilliant medical student unintentionally becomes the leader of one of the world's most effective resistance movements against the invaders. With the help of an intrepid journalist and a motley group of people from different walks of life united in the cause, they help to reveal the secret of the Visitors--who turn out to be a reptilian race--and aid in the global effort to save Earth for future generations.—MuzikJunky

The main cities of Earth are surprisingly visited by 51 huge alien spacecraft, and their leader introduces themselves as a friendly people looking for cooperation with Earthlings. Soon, they blame scientists of sabotage and uprising against the Visitors. Journalist Mike Donovan and medical student Julie Parrish disclose the real intentions and the reptile appearance of the aliens, while groups of people organize resistance against the hostile invaders.—Claudio Carvalho, Rio de Janeiro, Brazil

The film opens during a furious battle in El Salvador. News cameraman Mike Donovan and his sound engineer Tony Wah Chong Leonetti, are interviewing the leader of a resistance movement battling a totalitarian government. Fleeing the dangerous combat zone, Mike and Tony try to escape in a pickup truck but are cornered by a helicopter. Mike bravely films the helicopter as it closes in but it suddenly stops and flies off. Mike looks behind him at the sky and sees a massive saucer-shaped ship moving slowly toward him. He begins to film it as it passes over him.

More ships identical to the one Mike saw are seen all over the world. They hover over 50 major cities but do not communicate with Earth for a few days. One day a countdown is heard all over the world in every major language. When the voice finishes the countdown it tells humankind to have the Secretary General of the United Nations appear on top of the UN building in New York City at 8pm. That night, while the Secretary General, armed guards and the press (including Donovan, Leonetti and Kristine Walsh, Donovan's girlfriend) wait atop the building, a smaller craft emerges from the saucer, glides down and lands on the roof. An audio greeting is extended to the Secretary General in his native language, Swedish, and he steps inside the ship. He emerges a few moments later and addresses the audience, telling everyone that the Commander of the saucer fleet is aboard the ship and wishes to speak to the people of Earth. The being's name is John and he appears to be human. He also dons a set of glasses that shade his eyes, allegedly the light of Earth is too bright for his species. When he speaks, his voice has a strange resonance to it. John explains that his planet needs the aid of Earth in solving massive pollution problems and that they can manufacture compounds to combat the crisis. In exchange, his scientists will share all their knowledge with Earth.

The press junket is taken aboard the mothership as guests. They meet John's second-in-command, Diana, who has a somewhat chilly demeanor. John tells the press that Diana heads the science division of the fleet. While they are given a tour of the ship, which is unexpectedly plain-looking, Mike sees that there is a highly restricted secure area that Diana dismisses as a sector containing high amounts of radiation that would be lethal to humans.

Public relations with the aliens build very quickly and they are accepted as guests of Earth. A young teenager named Daniel Bernstein joins the Visitors' "Friends of the Visitors" program and is given a brown uniform and high status by a Visitor commander, Brian. Daniel's neighbor, Robin, becomes attracted to Brian, much to Daniel's disappointment since he'd been attracted to her most of their lives. Mike Donovan's mother, Eleanor Dupres, becomes an unofficial ambassador, working closely with Steven, one of John's higher-ranking lieutenants and in charge of Visitor security on Earth. Eleanor's husband (Mike's stepfather) owns a large chemical factory near LA and is asked to have it retooled for the Visitors' manufacturing. Kristine Walsh is asked to be the Visitors' chief news correspondent and public relations specialist.

Mike, who finds himself mostly filming Visitor events and activities, travels with them often to the LA mothership. One day on one of the small craft, he finds a small, gold object that looks like a key. He thinks of giving it to the vessel's pilot, Martin, but pockets it and later gives it to his son, Sean, as a gift. Mike and his wife have been separated for an indeterminate period of time and she expresses her frustration with the thought of Mike leading a more exciting life than hers and that she can't compete with him for the affection of their son.

The Visitors begin their retooling of manufacturing plants around the world to produce the compounds they need. At one such plant a Visitor named Willie, sent there by mistake and whose unfamiliarity with English gets him lost, is aided by a young woman named Harmony, who he befriends. He is also put under the supervision of Caleb Taylor, whose gruff attitude about the Visitors makes him dislike Willie. Later, when Caleb is trapped in a large tank filled with liquid nitrogen, Willie rushes into the chamber and brings Caleb out. Willie suffers what appears to be minimal injury. A biologist, Ruth, later is able to obtain a skin sample of Willie's flesh from Caleb's clothing and study it -- the results are puzzling. Ruth is later murdered by a Visitor who hides in her home, killing her with a strange laser pistol. She's never heard from or seen again by her colleagues. A prominent anthropologist, Arch Quinton, also disappears, the only sign of wrongdoing is a strange burn on the upholstery of his car door.

A sudden announcement by a prominent scientist speaks of a conspiratorial plot against the Visitors by scientists all over the world. The doctor signs a decree naming scientists allegedly involved in the plot, giving the Visitors authority over anyone who questions their motives. At Mike's TV studio, Tony shows Mike a piece of video of the same man who signed the decree, whose hand preference has inexplicably switched from right to left. Suspicious, Mike and Tony decide to sneak aboard the Los Angeles mothership and investigate. At one of the retooled plants, the two rush toward one of the transport ships -- Mike makes it aboard but Tony trips before the ship leaves, leaving Mike on his own. Aboard the mothership, Mike sees a Visitor crew expelling the gaseous compound they produced into the atmosphere above Earth -- the aliens talk about what a waste it seems to be to haul the gas up to the ship only to dispose of it. Mike tapes them with his camera and finds a ventilation tunnel that leads him to the crew quarters. Watching from behind a grate, Mike listens to a conversation between Steven and Diana where they discuss a "conversion" process of Diana's . As they talk, Steven takes a white mouse from a small holding cage and swallows it whole. Diana does the same with a large guinea pig, her jaw dislocating very wide to swallow it and her throat bulging from the effort. Horrified, Mike moves to the next crew chamber and sees a male Visitor in front of a mirror, removing what appear to be human eyes. When the alien turns around, Mike sees that it has red reptilian eyes. The Visitor sees Mike and grabs him, throwing him around violently. It flicks a forked, reptilian tongue and sprays Mike with drops of a mild venom. Mike is able to sink his fingers into the face of the alien, pulling off false skin to reveal slimy green scales and a crested head. While the alien tries hide its face and kill Mike, Mike clubs it with his camera and runs off through the duct system, returning to the central landing bay. Though the Visitors have sounded the alarms and are looking for him, he's able to board another transport ship and fly to the ground. Mike is able to escape with Tony and they head back to their studio.

They show the tape that Mike shot to their producers, who decide quickly to broadcast it in a live bulletin. As they are about to go live, the Visitors seize control of the station and broadcast their own bulletin, reporting that violence has occurred at some of the facilities they are using to produce their compounds. Visitors have been killed and John announces that Earth authorities have agreed to a state of martial law that will be imposed until the situation is brought under control, overseen by his security forces. John mentions that thousands of humans have approached the Visitors for protection and are safe aboard the motherships. Additionally, John charges the authorities and citizens with finding Mike himself, stating that he is a ringleader of a growing resistance movement targeting the Visitors themselves. Mike is barely able to escape with a copy of the tape when Visitor troops, armed and wearing heavy armor, burst into the station to arrest him.

Following Ruth's disappearance, her friend Juliet Parrish, a biochemist, meets secretly with a handful of her colleagues, small business owners and an LA policeman. They have their suspicions about the Visitors and seemed alarmed by a recent rash of disappearances of other colleagues of theirs and many more in the sciences. The cop says that the rules of law enforcement are being changed slightly every day to benefit the Visitors. The idea of a small resistance group is floated and Juliet agrees, saying that they need to gather as much information about the aliens as they can and most importantly find other people who have the same theories and have experienced unjust treatment or persecution from their higher-ups. Juliet takes the responsibility of meeting with Kristine Walsh to try and convince her to work for the budding resistance. Juliet also charges each person with bringing as many people as they can to their next clandestine meeting and find out if there are other people across the United States who have formed their own groups.

Julie goes to Kristine Walsh's apartment building to make contact with her as she planned. When she arrives, she sees Mike Donovan climbing the fire escape to Kristine's apartment. Mike finds her inside and tells her about his secret trip to the mothership and about the Visitors' actual appearance. Kristine is incredulous. On the ground, Julie sees a Visitor shuttlecraft land on the roof. The Visitors try to apprehend Mike but he fights them off, barely escaping, with Julie following him but not making contact.

Daniel's parents see their son becoming more arrogant with his newfound prestige. One night while they watch another of Kristine Walsh's reports about Visitor relations, Stan complains about how most news coverage favors the Visitors and that Walsh seems to be the only person reporting on them. Daniel, dressed in his brown uniform, objects and stalks out of the room when he father admonishes him. When Daniel's mother Lynn suggests that Stan not speak so loudly of his objections, Stan stumbles over his words. Daniel walks back in the room, acting nonchalant but his parents know he'd been eavesdropping.

Robert Maxwell, Robin's father, realizes that as a anthropologist he could be arrested -- his lawn and garden worker, a Mexican named Sancho, tells Robert's wife that he may lose other clients because of his association with the Maxwells. Robert gathers his family and they pack up to go to their summer cabin outside Los Angeles. While waiting in line at a Visitor and local police checkpoint, they see a man flee his car and run toward them. The Visitor standing nearby, dressed in a helmet and visor, fires on the man with a pulse rifle that stuns him. He falls limply against the Maxwell's car and is apprehended by two policemen, one of whom questions the authority of the Visitors and another who agrees with the aliens' more brutal tactics. Robert decides to turn the car around and go back to LA. Back at their neighborhood, they go into hiding; their neighbor, Abraham Bernstein, offers his son's pool house to them for shelter. When his son Stan objects, Abraham reminds his son how they snuck him out of Europe during the Nazis reign. He also tells Stan the truth about what happened to his mother: she was sent to the gas chambers in a Nazi death camp. Abraham is still insistent that the family stay to avoid arrest or persecution and Stan eventually agrees. Abraham and his friend Ruby Engels later encounter a group of kids using blood-red spray paint to deface propagandist posters that declare the Visitors are friends to all. Abraham stops them briefly and shows them a proper symbol of rebellion: he has them spray a giant letter "V" on the poster and tells them it stands for "Victory". He tells them to tell all their friends to do the same.

Daniel arrives home on a rainy night and finds Robin in his living room -- she'd snuck out of the pool house finding it cramped and uncomfortable and lets it slip that her family is hiding there. Daniel, still infatuated with Robin, tells her that he's been spending a lot of time with his Visitor supervisor, Brian, the Visitor she's infatuated with. Daniel seems perturbed that Robin only seems to want to know more about Brian and isn't attracted to himself. Later, at dinner with his family, Daniel tells everyone that he intends to ask Robin to marry him, suggesting that his new power and prestige with the Visitors allows him to take what he wants forcefully. His grandfather, angered over Daniel's swagger at being a Visitor agent, throws his glass of champagne in Daniel's face. Furious himself, Daniel tries to take Robin by force and, rebuffed by Robin and his own family, reports the Maxwell's whereabouts to Brian. Daniel asks for amnesty for his own family but is deceived: his mother, father and grandfather are all taken into custody. The Maxwell's were able to escape with the help of both Abraham and Sancho. With the help of a sympathetic cop, they are able to slip past a roadblock, however Sancho is arrested on his return. At the Bernstein home, when a Visitor unit arrives to arrest the Maxwells in the guest house, they only find Abraham, dressed in his rabbi's garb and yarmulke.

Avoiding capture, Mike drives to the neighborhood where his divorced wife and his son live. He finds it deserted. He hears someone outside and finds one of Sean's young friends, Josh, who tells him what happened: a large group of people began to protest the martial law standards in the neighborhood and the scene turned violent. A small group of people had thrown a homemade bomb into a nearby Visitor vehicle killing a high-ranking official. More Visitor troops arrived and took large groups of the town's residents prisoner; Sean and his mother were among them, along with Josh's parents. In his wife's home, he finds the place ransacked and no sign of her or Sean. Mike asks Josh if the key he'd given to Sean is still in the house; Josh retrieves it. Mike takes the still-terrified Josh out to eat.

One night, Mike and Tony try to infiltrate a chemical plant aiding the Visitors. While they stay out of sight, they see Sancho and Stan and Lynn Bernstein among a group of prisoners being taken aboard a Visitor shuttlecraft. Mike and Tony are discovered and try to fight their way out but are both apprehended: Tony is incapacitated when a Visitor sprays his face with venom and Mike is shot in the chest with a stun burst. On the mothership, Diana intends to torture Mike for information -- at first she wants to have him executed by Martin, a high-ranking officer, who convinces her to attempt a conversion of Mike and escorts him to a holding cell. Before they leave Diana's chamber, Mike sees Stan Bernstein being brought in and strapped to a sinister-looking chair with a tray nearby that contains torture instruments, one of which has a live flame going.

On the way to the holding cells, Martin tells Mike he'll get him off the ship. Mike is angry, demanding to know what the Visitors' plan is and the whereabouts of his son Sean -- Martin can't explain it in the short amount of time they have. Later, Mike is met by another Visitor, a beautiful blonde woman named Barbara who gives him her uniform and tells him to go to the shuttle bay and take the next ship to the surface. She also has Mike shoot her with her sidearm to give the appearance of her being overpowered. Mike makes it aboard the next shuttle, careful not to speak and give himself away and escapes the clutches of a large Visitor captain on the ground. He is soon captured by Caleb Taylor's son, Elias, who is a gang member and petty thief who has joined the Resistance, becoming an underground smuggler, supplying them with food and other necessities. Mike is taken to Resistance headquarters and after they determine he's not an alien or a spy, he tells them what he knows; that the Visitors are vicious lizard-like beings and have an as yet undetermined plan to subjugate the human race. Sketches are drawn of the Visitors real appearance and Robert Maxwell theorizes that they underwent a similar type of evolution as humans with reptiles being the dominant species. They also determine that bright light could be used as a weapon. They also discuss the venom the Visitors spray from their mouths, determining that they'll need a quantity of it to create an antivenin to use in defense of themselves. Most importantly, they resolve to connect with other pockets of resisting humans around the world.

Back at his parent's house, Daniel is unable to get word of his parents' whereabouts. Brian appears and tells Daniel that Diana wishes to reward him for his loyalty: Brian gives him a fancy ring and promotes him to his second-in-command. Daniel's parents later return and show visible disdain for their son -- they also have been injured during interrogation sessions.

Julie teams up with Ben Taylor, Caleb's older son and a doctor. Using a contact they have on the staff of Ben's hospital, they steal supplies for the Resistance. Ben stays behind to delay the Visitor pursuit and is chased down a highway entrance ramp. Julie goes back for him and sees Ben shot in the chest by a Visitor with a pulse-rifle. He falls a short distance and Julie tries to pick him up and is shot in the hip. She barely manages to get Ben into her VW Beetle and they speed off. They catch up with Ben's brother Elias. Before Ben dies, he tells his brother to continue the fight with Julie and the Resistance. Elias takes Julie to a hideout he knows of: it's the abandoned Toluca rail station in a back-alley section of LA, well-hidden from a nearby street. He makes arrangements for the local gangs, who hate the Visitors as much as Julie's group, to allow them to stay in the neighborhood.

Julie and Robert Maxwell begin to make plans to have all their salvaged scientific equipment moved from a mountain camp outside the city to their HQ -- Robert's wife is there with their 2 younger daughters. Robin wanders off, unhappy at having to hide with her family and is captured and taken aboard the LA mothership. There, she's held prisoner until Brian later comes to visit her. As part of Diana's notoriously inhumane experiments, Brian seduces Robin with the intention of impregnating her. When Robert goes out looking for his daughter, he's found by a Visitor captain who tells him they're holding his daughter. He coerces Robert into revealing the location of the mountain camp but says they'll hold off their attack until 4pm, giving Robert enough time to get his wife and two younger daughters out safely.

Mike Donovan is able to sneak aboard the mothership once more, disguised in the Visitor uniform Barbara had given him. Using the key he'd given to his son, he finds a room of immense tanks filled with fresh water. He finds Martin and again demands to know where his son is. Martin tells Donovan that water is a precious commodity in the known universe, a fuel source for their fusion technology. Their theft of Earth's water will take an entire generation. Mike suggests that Earth would have shared it with Martin's species but Martin counters that his Leader wants it all, which will leave Earth completely uninhabitable. When Mike asks Martin why his people would follow such a malevolent being, Martin answers that their Leader attained his position through subversion and charisma and reminds Mike that Earth has had it's share of similar influential dictators. Mike also presses Martin about the people who disappeared, like his son's community. Martin then shows Mike a cavernous chamber in the ship that holds thousands of humans in odd tanks that keep them barely alive in suspended animation, another process invented by Diana. Martin explains that some will be trained as soldiers to fight a war with another alien race that the Visitors have been defeated by previously. The rest of humanity will be used for food -- they are being kept alive because the alien invaders prefer live food sources. Mike is more horrified than ever. He also suggests that they might be able to turn to the Visitors' enemy as an ally.

Martin helps Mike escape from the ship. He takes Mike to another holding room and shows him what became of Tony: Diana had performed sadistic probing surgery on Tony and killed him. Mike swears revenge. They also find Sancho in the room, with a swollen face and tied to an interrogation chair. Martin tells Mike to take Sancho to the nearest shuttle bay and wait while he brings another refugee; it turns out to be Robin. Mike is able to fly out of the mothership but is pursued by a Visitor trooper and another fighter ship. Mike is able to elude them and Sancho proves that he's good in a fight when he takes down one of the ships with a rear-mounted cannon. The other pursuer crashes into a mountain when Mike flies through a tunnel ahead of a moving truck.

In Los Angeles, the Resistance organizes an assault on a local armaments depot. Using a few stolen guns and several small bathroom mirrors to reflect light, they try to steal as much weaponry as they can and load it into a moving van. They find out immediately that regular bullets cannot penetrate the hides and armor of their enemy. They are quickly routed and a few of them are killed, however they are able to escape with a large amount of weaponry. Robert realizes that the Visitors would now attack their mountain camp and rushes off in a jeep.

Meanwhile, Diana, having been informed of the Resistance's mountain hideout, mounts a furious attack on it with a small squadron of fighters. By the time Robert makes it to the camp, it is under full attack. Julie has arrived with the load of weapons and the ragtag and mostly inexperienced resistance group begin to fight back. A few of them are able to bring down some of the alien ships with LAAZ rockets. During the battle, the woman who'd been taking care of Josh is fatally injured. As Julie tries to help her, she sees one of the ships circling around for another strafing run. Julie takes the woman's pistol and fires a few shots at Diana's fighter, causing mild damage. Mike Donovan, still piloting his fighter, flies into the battle and routs Diana's ship and she calls off the attack. Several of Robert and Julie's friends are dead and Robert's wife dies from her injuries just after he finds her. Robert finds his two daughters alive: Robin finds him and is immediately distraught, however she later takes charge of her two younger siblings, acting as a mother to them. Mike reunites with Julie and the other Resistance members.

At the Bernstein home, Lynn thinks that they should go into hiding as well. Stan, inspired by his father's will, gives Lynn a note his father had left behind prior to his arrest. At the end of the letter, he bids his family to resist their occupiers or they "won't have learned a thing." Julie and Elias travel to a remote astronomical observatory. The astronomer there is a friend of Julie's, who agrees to send a distress signal into space in the hopes of contacting the Visitors' enemy and allying with them. Elias marvels at the plan but Julie also mentions that they don't know how far the signal has to travel to reach any ally -- it could take a few years for a reply. In the meantime, the Resistance will organize and try to fight the Visitors. Before they leave the site, Elias uses blood red spray paint to mark the door with a large "V".