The quiet coastal town of Midwich, California is invaded by an unseen force which leaves ten women mysteriously pregnant. Nine months later, the babies are born simultaneously on one night, except for one which is stillborn. At first, they all appear to be normal, but it does not take the parents long to realize that their children are anything but normal. As they grow older, the children are shown to have pale skin, platinum-white hair, fierce intellect and steely, cobalt eyes. The emotionless children display eerie psychic abilities and remarkable powers, which they use with deadly consequences, unleashing a reign of terror. When they actively use their mind-controlled powers, their irises or their entire eyes glow in different colours, mostly reddish-orange, but also green, yellow, violet, blue or pure white.
There are some story differences from the earlier adaptation. In this version, the children "paired off", but one of the children, David (Thomas Dekker
), loses his partner after she dies at birth. As a result, he shows human compassion while still resembling the other children and retaining some degree of psychic powers. This leads to him not fitting in well with the children. Their ruthless leader, Mara (Lindsey Haun
) ("daughter" of a local doctor, Dr. Alan Chaffee (Christopher Reeve
); her mother, Barbara (Karen Kahn
), commits suicide by walking off an ocean cliff), considers him less important due to his expression of emotions. Because of his childhood loss, he understands what the other children do not: pain. He and his mother (Linda Kozlowski
) (the local school principal) share a brief conversation about the meaning of the word "empathy", with David beginning to understand that if he feels pain, he can understand others' pain as well. When the other children experience pain, they simply use their powers to inflict the same pain on the adult responsible for the pain, for example forcing one of the mothers to put one of her arms in a pot full of boiling water, or forcing the local optometrist making herself blind with a painful liquid.
Soon, the other colonies of psychic children in foreign countries are eliminated because of their danger. The scientific team at Midwich quickly flees the town to escape the chaos. However, the lead government scientist, Dr. Susan Verner (Kirstie Alley
), is killed by the children after being forced to show them David's partner, the baby that was stillborn. Susan has secretly kept it so that she could perform an autopsy on it and study it. A mob of angry townspeople attempt to stop the children, but the latter use their powers to kill the leader of the mob causing the other townspeople to flee quickly.
The State Police and the National Guards are then sent out to kill the children, who instead hypnotize them into shooting each other in a chaotic gun battle.
In order to rid the town of the children, Alan devises a plan; to detonate a briefcase of explosives inside the children's classroom. By thinking of a brick wall, he is able to create a mental barrier and keep the presence of the bomb a secret from the children. Jill begs him to save David (because he is not like the others), and Alan agrees. He attempts to do this by asking David to leave the classroom to get his books from his car. Finally, Jill shows up, but the children stop her. David, angered by this, rushes to her defense and knocks Mara over. The children turn on David, but Jill rushes him from the building. At last, the children break through Alan's defenses, but the explosives detonate, destroying the barn and killing everyone, including Alan.
Jill and David survive the massacre; she says that they would both move to a place where nobody knows them. The last scene is of David, riding in his mother's car, looking off into the distance.