In a San Francisco subdivision, a health inspector and his friends begin noticing the people around them acting strangely. They suddenly seem to have no emotions. They later discover unusual pods with what appear to be deformed humans inside. The faces of the pod beings look like the group of friends. Realizing some other worldly force is taking over people they try to get help to stop the invasion, but are not successful. One by one their friends fall asleep and wake up changed.