In London, the military Alan Bernard is talking to his brother-in-law Gordon Zellaby in Midwich by telephone when there is a communication breakdown with the village. Alan heads to the British village and finds that all the inhabitants have fallen unconscious at the same time and who else crosses the borderline faints. Out of the blue, the inhabitants awake at the same time. Two months later Anthea Zellaby tells her husband Gordon that she is pregnant. But soon, the local Dr. Willers and Gordon realizes that every woman in the village of childbearing age is pregnant. Anthea and the other women deliver perfect children and soon Dr. Willers note that all the children have strange eyes, short fingernails and different blond hair. Gordon also finds that his son David is a leader of the children that have no feelings and what one learns, the others also learn. Further they are capable to read and control minds and are a menace to the inhabitants of Midwich. Will Gordon be capable to keep the children under control?