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|Helena Carter||Dr. Pat Blake, MD|
|Arthur Franz||Dr. Kelston - astronomer / Narrator|
|Jimmy Hunt||David Maclean|
|Leif Erickson||Mr. George MacLean|
|Hillary Brooke||Mrs. Mary MacLean|
|Morris Ankrum||Col. Fielding|
|Max Wagner||Sgt. Rinaldi|
|Milburn Stone||Capt. Roth|
|Janine Perreau||Kathy Wilson|
Late one night, young David MacLean (Jimmy Hunt) is awakened by a thunderstorm. From his bedroom window he sees a large flying saucer descend and disappear into the sandpit area behind his home. After rushing to tell his parents, his scientist father (Leif Erickson) goes to investigate David's claim. When his father returns much later in the morning, David notices an unusual red puncture along the hairline on the back of his father's neck; his father is now behaving in a cold and hostile manner. David soon begins to realize something is very wrong: one-by-one he notices certain townsfolk are acting in exactly the same way. Through his telescope, David sees child neighbor Kathy Wilson walking in the sandpit, when suddenly she disappears underground. David flees to the police station for help, and he is eventually placed under the protection of health-department physician Dr. Pat Blake (Helena Carter), who slowly begins to believe his crazy story.With the help of local astronomer Dr. Stuart Kelston (Arthur Franz) and Dr. Blake, David soon realizes the flying saucer is likely the vanguard of an invasion from the planet Mars, now in close orbital proximity to Earth. Dr. Kelston contacts the army and convinces them to immediately investigate: an important government rocket research plant is located nearby. In short order the Pentagon marshals its forces and sends troops and tanks under the command of Colonel Fielding (Morris Ankrum). An alien sabotage plot at the plant is soon uncovered, leading back to the sandpit, and the army surrounds the saucer landing site.Standing well away from the army search, Dr. Blake and young David are suddenly sucked underground. They are captured by two tall, slit-eyed green humanoids and taken through underground tunnels to the flying saucer. Army troops locate and blow open an entrance to the tunnels, and Colonel Fielding and a small detachment make their way to the saucer entrance. Inside they confront the Martian Mastermind: it has a giant green head with a humanoid face atop a small, green partial torso with several green arm-tentacles, and is encased in a transparent sphere. The Martian Mastermind is served by the tall, green, silent mutants (oddly pronounced "mu-tants" in dialog). Under their master's mental commands, the mute humanoids have implanted mind-control crystals at the base of the skull of their kidnapped victims, forcing them through mind control to attempt sabotage at an atomic rocket project being built at a military plant near the town; if they are caught the mind control devices implode, causing a fatal cerebral hemorrhage. The troops and Colonel Fielding, with Dr.Blake and young David in tow, open fire on the pursuing mutants as their group escapes the saucer. After a short running battle in the tunnels they climb their ladder back to the surface. Orders are given for everyone to quickly leave the sandpit area: Fielding's troops have planted timed explosive charges aboard the saucer.In an extended montage, David runs downhill (towards the camera), away from the sandpit. As he does so, flashbacks of the film's important events are superimposed over a close-up of his face, including several scenes played backwards for surreal effect. These are inter-cut with alternating shots of the army artillery opening fire on the sandpit or close-ups on the ticking timer slowly approaching zero. Over this climactic montage plays the wavering, ethereal choral score that has punctuated prior scenes, now indicating the saucer's drive is powering up to depart.Following a large explosion, David is suddenly back in his bed. Thunder and lighting are heard again, as in the beginning of the film. His runs into his parents bedroom confused and frightened; they reassure him he was just having a bad dream, telling him to go back to sleep. Having returned to his bed, more wind and loud thunder is heard. David then climbs out of bed again, goes to his window, and witnesses the very same flying saucer of his dream slowly descending into the sandpit; the screen then holds on young David and dissolves to the film's "The End" title card, as the film's ethereal music underscores the question that only each viewer can answer: is young David still asleep, trapped in a recurring nightmare, or was his bad dream a premonition of this now real event?