Waterfront house. Weird, dark cloud goes into the house. Pre-paralyzed Christopher Reeve gets out of bed in sexy tighty whities. His wife gets up and kisses him and they say some shit to each other. The town of Midwich has 2000 residents. The screenplay is based on a novel and also the 1960 film. In another house, a dark, whispery shadow flies over another seeping shirtless guy. His name is Frank. His lady is brushing her teeth. They have pretty good '90s wallpaper in the bathroom. She's all hot and blonde and wants him to get up. He's driving her somewhere in a truck. She has a sweet pink
Principal Lady and Frank are helping set up for some sort of school harvest festival. Frank leaves to go pick up a helium tank. A real estate lady shows a house to a couple as Frank drives by. This area is very picturesque. An old guy with a sweet ponytail uses a payphone. Frank sees Reeve AKA "Doc" at the gas station. Doc has to go do doctor business instead of going to the festival. The local priest is insistent to Principal Lady that they need finger paints. A sketchy janitor dude named Carlton drinks out of a paper bag in a classroom. Weird whisper noises. It's almost 10:00. Ms. Principal collapses. So does Carlton and the classroom bird. Everybody outside has also passed out. The whole town is asleep, I guess? Not Frank, though. He's in his truck that says "Crown something something" on the side. He gets distracted by some passed out cows in a field, nearly hits a truck and then smashes into another car and it explodes.
Some cop talks about how it's totally not chemical weapons. Kirstie Alley wears all black and smokes and is some sort of important sassy lady. The cops and emergency vehicles gather on this side of the white line they have literally painted on the road. The doctor shows up and wonders what's happening. The cops send one of theirs to the other side in a gas mask. He walks a ways and then passes out. They pull him back across the line with the rope tied around his waist. Kirstie is an epidemiologist. The edges of the effected area are well-defined. Mysterious. Doc worries about his wife. The cows start to get up. Now the passed out cops inside the line are awake too. Back at the school, the principal, bird, and Carlton wake up. The clock now says 4:00. Everybody out at the festival, including some cute dogs, start to get up. Everybody's like, WTF? Carlton is just like, "Sweet, I haven't drank my whole bottle yet!" A dude fell asleep on the grill and got barbecued. Gross. The cops and military roll into town. Doc Reeves finds his wife, the real estate agent. She says she's okay, but cold.
Another lady whose bath was interrupted by the passing out gets scared by a guy in a HazMat suit in her house. Principal Lady sees Frank's burnt truck getting towed. Now there's a mass funeral. The priest talks about how the "power of science" is worthless in this situation. Kirstie wears all beige and checks her watch. Mark Hamill is the priest! I didn't recognize him all old. Principal is sad about her dead husband. Doc talks to Dr. Kirstie about some "Book of the Damned." She's wearing all black again. Only one color at a time. She gives the Doc her card and says some shit about Sherlock Holmes. The principal feels ill outside the school. SHE'S DEFINITELY PREGNANT. Doc tells some other blonde lady she's pregnant. Bath lady is crying in the church. Rev. Skywalker is concerned. Her name is Melanie. They all passed out and got knocked up. It can't be that far to a city with an abortion clinic!
A big banner at a party: "Welcome Home, Ben." He's come back from a year in Japan and someone says something tactless about his pregnant wife. Doc has a sweet old-timey laptop. His wife wears an amazing vest. SHE'S PREGNANT! He's not too thrilled. He shows up at Principal's house. She's pregnant. He tells her there's a lot of pregnancies. An abnormally high number for such a small town all at the same time. They date from the day of the blackout. That weird cloud knocked 'em all up. ANGRY TOWN MEETING. The Doc tries to reassure them that their freak pregnancies have no abnormalities. I think Doc is smoking. Dr. Kirstie gets up to start talking about their decisions and how the National Science Foundation she works for will pay $3000 and all prenatal and birthing expenses will be paid if they can experiment on the kids. She says a team of ABORTIONISTS will be brought in for those who want to end their pregnancies. Ben's wife, the other blonde lady, is all sad because her husband is pissed. She heard "The [pregnant] Roberts girl is a virgin." NOBODY'S BUSINESS. Principal doesn't know what her choice will be.
Weird whispers at night. Principal has a dream. So does Callie, the other blonde. They're wearing white and rubbing their pregnant bellies in space or something. The Doc comforts his vaguely Asian wife as she wakes from the bad dream. Dr. Kristie smokes in the medical clinic. All the women are keeping their babies. Probs because everyone would know if they got an abortion. They ladies are getting more pregnanter. A birthing class. A row of cars shows up at a giant barn set up to be a maternity ward since apparently they've all gone into labor at the same time. They're all lying on their backs, of course. Melanie (I'm guessing she's the Roberts girl) is having complications. Doc successfully delivers a baby girl for his wife. The reverend's wife with a terrible lesbian haircut delivers a kid. Ben shows up to Callie's bed. He's going to love her again (because at least the bastard child isn't black). Dr. Kirstie is helping Melanie deliver, but the baby is stillborn. Kirstie runs off with the baby who I'm guessing isn't actually stillborn. She puts it in her van. Umbilical asphyxia. Kirstie smokes and pretends to be sad. The reverend asks Kirstie why she took the baby, she says it's for an autopsy. Isaac just made an "Awwwtopsy" joke because babies are cute.
Kirstie takes it to the clinic to do something mysterious. Rev. Skywalker baptizes his kid. All the other kids are getting christened that day or whatever. How many are there? Twelve maybe. Doc puts his kid down to sleep. Later he looks through a microscope at the dead baby's hair while Kirstie talks about how DNA makes it look like all the kids are related. Principal's kid is, like a year and half old, and spells out his own name, David, with blocks. He has creepy white-blond hair. The kids are two or three now, and Doc's kid has a crappy white wig on. She throws her food on the floor and her mom is concerned. That kid does NOT look like vaguely Asian Mom, but I guess we all know they're not normal. Her kid's eyes glow green in anger, I guess? Principal has come over to visit. Angry Wig Baby's eyes glow as she forces her mom to put her arm in bowling soup. She screams and Principal comes inside. She helps her pull her arm out, but she puts it back in. In the hospital, her arm's all bandaged up, but she won't tell Doc what happened. She's afraid of her kid now.
A foggy day, Vaguely Asian Mom goes for a walk and looks sad. Doc watches his kid with a terrible wig sleep and looks Concerned. I think his wife might have just jumped off of the cliff. Dr. Kirstie talks to a mysterious panel of people in a dark, smoky room. She says they have to keep studying the kids for "national security" reasons even though people have been hurt and Doc's dropped out of the study what with his wife being all dead. His daughter has been identified as the creepy children's leader. Kirstie asks for another year's grant. It's several years later and several white-blond children in gray clothes walk the school playground. The town has become largely run down and abandoned.
The kids are lined up creepily outside Midwich Clinic. The one girl has an eye patch on. The doctor's probably permanently blind. What are these all-tan cigarettes Kirstie smokes? Reverend is worried about everybody's safety. Principal thinks Doc should teach the fucked up kids separately. She says he can teach them Humanity. Nice try. He clearly doesn't like his own kid. I love her Kid Blazer. That's some Creepy X-Files Twins Shit. The children do not like affection. Principal tries to brush her kid's hair and he says, "There's no need to become emotional." HAHA. He asks her why she's thinking some word, "empathy." Little baby sociopaths. I don't think he actually gets it. There are four matching sets of the kids and one smaller, single one. I think that one is David. I love his white hair. He comes upon A drunk and crying Melanie in the cemetery. She jokingly? offers him some booze. He sees her contemplating suicide (in his mind) and looks at her creepily.
Approximately ten people are at Melanie's funeral. Apparently she went through with it. Rev. Skywalker says the kids have only one mind and spirit between them. Doc sees David at the cemetery. He's "looking for the baby," the one who died. His creepy row-walking partner. Doc says the baby was taken away. "She was to be with me," David says. He's experiencing sadness, I guess. In a creepy sociopath way. David knows Doc has lost somebody. He holds Doc's hand at his dead wife's grave. That's a little empathetic. GROSS. Doc tells Principal what her kid did and said and she's confused. Maybe the dead one was to be his mate. Doc says he'll teach them.
Carlton continues to drink. Apparently he still has a job. Doc has the creepy kids in class. They all follow Mara's lead. They simultaneously take out books to read as he has to leave the room for a moment. I love the girls' terrible matching wigs. Carlton comes in, "I know your game." He's watching them. "You ain't right, none of you." He jabs his broomstick at the kids, but they don't flinch. He says somebody's going to get them eventually, but they stand and stare at him. They get glowy green eyes and approach him. David hangs back as they follow him outside and he backs up a ladder backwards. As their eyes turn red, he sends himself off the roof onto his broomstick. Doc finds him dead and he and Principal look Concerned.
Mara comes to her dad and tells him "There are going to be changes." He goes to Kirstie and asks her who the children are. Kirstie thought they were a genetic mutation at first. There are other colonies: one in Australia, Alaska, Turkey. All the kids died in most of them. She says parthenogenesis is not real. She suggests CIA and says something about SUPERSPERM. Kirstie thinks it's xenogenesis. The mothers were just hosts. Duh. This plot is actually not too bad. The stillborn one is in a jar in the clinic basement. It looks like an alien. Kirstie says she's been hiding everything and has been building a wall in her mind to protect herself. Doc gets home and Mara says the kids are moving into the big abandoned barn and wants him to bring them supplies. There's no stopping them, she says. He won't tell her what Dr. Kirstie said. One by one, the parents drop off their overdressed children with adorable kid-size suitcases. Principal tells David he doesn't have to do everything the others do, but he says they're all the same. Ben comes to take back his daughter, but the other kids won't tell him anything. They make red eyes at him and now he's all entranced and is probs going to crash his truck. Why do these creepy little girls have such bad bangs? He crashes into a propane tank in a corn field.
Kirstie tells Doc to get out (of town) tonight for some reason. The other towns with blackout children have been destroyed. The government told her to escape. Doc confronts the kids about Ben's death. "Why do you hate us so much, Mara?" She says it's a biological imperative. She says if they coexist, they will dominate the humans. "Life is cruelty," she says. Doc says adaptation is key. He tells her that without emotions they are nothing. "Emotion is irrelevant." She asks if he should be allowed to live since he knows what they are. He thinks of the ocean to block his thoughts. She says he won't be able to deceive them and will have to help them escape and spread out to survive. She sends him to make arrangements, but I think he's only pretending to go along with it for now. David stares and has feelings, I think. Mara tells him sucks because he's without a partner and his development of emotions is "disturbing." Skywalker aims to shoot her from a cornfield, but gets confronted by four kids. He shoots his own bestubbled head off instead.
Dr. Kirstie and her assistants run off with their documents. Rev.'s wife screams with a mob. The kids confront Kirstie in the clinic. I don't think they'll let her go. Torches, bats, pitchforks. The kids creepily line up across the street. A few of them guide Kirstie into the basement to show them the dead one. A creepy little floating alien. Rev's wife talks in King James Version speech. David goes to look at his dead girlfriend with her autopsy scar. He's sad. Disturbing. The kids orange/red eyes make Mrs. Reverend drop her torch and set herself on fire. Principal just stares. Kirstie lays on the table and unzips her '90s turtleneck. She's going to autopsy herself. Auto-autopsy. Y-incision! Should probably undo her bra first. David isn't into it. He looks sad and is not eye-glowy. Doc breaks into a barn? The barn? He's stealing explosives. He'll destroy them all. Cops and military come into town and tell everybody it's an emergency and to return home. Principal is freaked out by the burnt lady's body.
Doc shows up at the clinic, looking for someone or something. Principal goes to the school and tries to call him, I think. Doc meets her there and says they can't stop the police or the children, but they can block his thoughts. He kisses Principal and is going to do something he won't disclose. He locks her into the school. She screams, "Not David. He's not one of them!" The kids hear the sirens approaching. David looks scared. The cops line up with their rifles drawn. The cops won't shoot at the kids. Instead, they start shooting at each other. Other cop cars crash into each other. Red eyes flash in the chaos. Cops get into a big gunfight. The children will a helicopter to crash with their minds. Principal breaks out of the school. David hangs out inside the barn, being scared. Principal grabs Burnt Lady's purse and takes her keys and her car to drive out to the barn.
Doc drives up to the massive destruction by the barn in his sweet wood-paneled station wagon. He turns the timer on in his briefcase full of dynamite and brings it into the barn, where the kids are sitting at their desks. He claims he left his notebook in his car and asks David to go get it. Mara says no, though. He gives her a brick wall in his mind. Principal shows up. She sneaks in to grab David, but they don't want him to go. Mara green eyes and David comes back. They red eye at Doc's brick brain wall and he tries to resist. Principal grabs David. Mara tries to get her and David tells her to leave his mom alone. They turn back to Doc, but he resists as Mara's face gets weird and see-through... fifteen seconds left. She's making holes in the wall. She sees the bomb, but it's too late.
Explosion. Principal and David have made it out. Okay, what was that secondary explosion? Another convenient propane tank? Emotional synthesizer music as Principal and David drive away. Through and out of Midwich. "We'll go someplace where nobody knows who we are." That white hair and eyeliner/mascara situation is a serious contrast. He blinks. THE END.