The film tells a story in the life of a young teenager from a broken Midwestern family who can not sleep. She believes a band of ragtag outlaws, who kills their victims in their dreams, will chase her down to her demise. The young teen Carrie Sane (Presley Bishop) visits a neurologist, Dr. Steve Blackburn, in hopes that he can cure the unstoppable seizures that she is plagued with day by day and monsters that haunt her at night.

As Jon (Shawn Welling / Michael Biehn) and Joy Ford (Tory Tompkins) move into the small town of DarkHorse, mysterious and supernatural occurrences threaten to tear the town apart. Teenage girl abductions and a chain of serial killings force good-ol'-boy Sheriff McElroy (Lee Majors / Larry Wade Carrell), the town's rugged symbol of justice, to use any means necessary to keep his beloved town from tumbling into chaos, and when Joy's nieces (Olivia 'ChaChi' Gonzales and Presley Bishop) are kidnapped, they must race to find the abductor and in turn come face to face with a monster.

An alien astronaut crash lands on planet Earth where an evolved species dominate. The search for intelligent life begins or Earth will be destroyed.