Set in New England in the late 1920s, two friends Randolph Carter and Joel Manton spend a sunny autumn afternoon in a remote 17th century cemetery. An argument arises, concerning the horror stories written by Carter especially one story that draws Manton's sarcasm. It's centered around a creature so horrifying, that it cannot be named or described: the Unnamable... Manton, as a schoolteacher and firm believer in science, can`t imagine anything that could be truly unnamable. Encouraged by the atmosphere of the old burial ground Carter tells his friend about the origin of the story.

As a city is overrun by giant creatures, the commander of the defense forces tries everything to bring their deadly march to a halt. As the battle for the city wages in the streets and a victory seems less likely by the minute, the commander faces a far-reaching decision.INVASION! pays tribute to its various sources of inspiration - be it film noir, old science fiction- or b- movies- but creates its own distinct and unique visual style.

Michael Emerson (Jason Patric) and his younger brother, Sam (Corey Haim), move with their recently divorced mother, Lucy (Dianne Wiest), to Santa Carla, a fictional coastal California town (based on—and filmed in—Santa Cruz, CA). The family moves in with Lucy's father (Barnard Hughes), a cantankerous and eccentric old man who lives on the outskirts of town, and enjoys taxidermy as a hobby.The center of town life is the Boardwalk, which is plastered with flyers of missing people.