Under cover of darkness, while an unsuspecting city sleeps, an alien life form begins to sow the seeds of unspeakable terror. Donald Sutherland, Brooke Adams, Leonard Nimoy and Jeff Goldblum star in this shocking, "first-rate suspense thriller" (Newsday) that "literally chills the blood" (The Hollywood Reporter).

One by one the residents of San Francisco are becoming drone-like shadows of their former selves. As the phenomenon spreads, two Department of Health workers, Matthew (Sutherland) and Elizabeth (Adams), uncover the horrifying truth: Mysterious pods are cloning humans - and destroying the originals! The unworldly invasion grows stronger with each passing minute, hurling Matthew and Elizabeth into a desperate race to save not only their own lives, but the future of the entire human race.