One night, a young David MacLean (Jimmy Hunt) is awakened by a thunderstorm. From his bedroom window, he sees a flying saucer descend into a sandpit behind his house. He informs his parents, and his scientist father (Leif Erickson) investigates. When he returns later, David notices a red puncture on the back of his father’s neck, and he is behaving in a cold and hostile manner. Soon, many people in the town are behaving the same way. Through his telescope, he sees young Kathy Wilson (Janene Perreau) disappear underground in the sandpit. He goes to the police for help and is put under the protection of Doctor Patricia Blake (Helena Carter), who begins to believe him.

Local astronomer Doctor Stuart Kelston (Arthur Franz) helps them understand that the flying saucer is the vanguard of a Martian attack. Doctor Kelston contacts the U.S. Army and persuades them to investigate, largely because a rocket research plant is nearby. The Pentagon deploys troops and tanks under the command of Colonel Fielding (Morris Ankrum). A sabotage plan is discovered which leads them to the sandpit, and they surround the saucer landing place.

Doctor Blake and David are sucked underground and are captured by a pair of tall, slit-eyed green aliens and taken into the flying saucer. The troops blow open an entrance to the tunnels so Colonel Fielding and his men can gain access to the saucer. Inside, they confront the Martian mastermind, a great green head on top of a small green torso with tentacles, encased in a transparent sphere, which is served by the tall, silent synthetic mutants.

They have implanted mind-control crystals in the skin of their kidnap victims, forcing them to sabotage an atomic rocket project at the plant. If caught, the crystals explode, causing a fatal hemorrhage. The troops open fire on the mutants, as the group escapes the saucer. They return to the surface and order everyone to leave the area. The saucer was planted with bombs. After the explosion, David is back in his bed in a thunderstorm. His parents assure him that nothing is wrong, but he returns to his room to see the ship land in the sandpit.

The film was directed by William Cameron Menzies and produced by Edward Alperson Jr. of 20th Century Fox, from a script by Richard Blake based on a story by John Tucker Battle, who based it on his wife’s dream. It was rushed into production to appear in theaters before George Pal’s War of the Worlds. Thus, it was the first alien invasion film in color. The music was ethereal and sung in unison by a choir, credited to Raoul Kraushaar but believed to be by Mort Glickman. Camera angles made it dramatic and visually powerful, with scenes that seem surreal and dreamlike. The British and American versions were quite different. It was praised by critics as suspenseful and terrifying. In a 1986 remake with Karen Black and Timothy Bottoms, Jimmy Hunt played the police chief.

The Martian head was played by Luce Potter, one of the Munchkins in 1939’s The Wizard of Oz. The bubbles on the walls of the tunnels were inflated condoms. Eight men and eight women were the haunting chorus, with added echo. The photographs shown by Doctor Kelston were of the Lubbock Lights, a real flying-saucer scare. Lock Martin (Gort of The Day the Earth Stood Still), Barbara Billingsley (Mrs. Cleaver of Leave It to Beaver), and Milburn Stone (Doc on Gunsmoke) appear in the movie. This was perhaps the first of the Red Scare alien invasion movies of the Fifties. The aliens were not very convincing, but the movie, particularly because of the camerawork and the strange music, was moody and dreamlike and rather scary. To my mind, the difference between Bad Aliens and Ugly Aliens is that the former want to colonize and take over our nice planet, while the latter want to colonize and take over our minds and bodies. It’s personal.