Genre: Sci-Fi
Director: Duncan Jones
Writer: John Malone
Based on the TV miniseries
Cast: Jake Gyllenhaal, Olivia Wilde, Kate Mara, Willem Dafoe, Hailee Steinfeld, Matt Smith, Karl Urban, Onata Aprile
Plot: A race of aliens arrive on Earth in a fleet of 50 huge, saucer-shaped motherships, that hover over major cities across the world. They reveal themselves on the roof of the United Nations building in New York City, appearing human. Referred to as the Visitors, they reach out in friendship, seeking the help of humans to obtain chemicals and minerals needed to aid their ailing world, which is revealed to be a planet orbiting the star Sirius. In return, the Visitors promise to share their advanced technology with humanity. The governments of Earth accept the arrangement, and the Visitors, commanded by their leader John (Willem Dafoe) and his deputy Diana (Olivia Wilde), begin to gain considerable influence with human authorities.
Strange events begin to occur. Scientists in particular become the objects of increasing media and public hostility. They experience government restrictions on their activities and movements. Others, particularly those keen on examining the Visitors more closely, begin to disappear or are discredited.
Television journalist Mike Donovan (Jake Gyllenhaal) sneaks aboard one of the Visitors' motherships. He discovers that beneath their human-like facade, the aliens are actually reptilian humanoids with horned foreheads and green, scaly skin. He also witnesses them eating whole live animals such as rodents and birds. Donovan, who first took footage of one of the alien ships flying overhead while on duty in Libya, records some of his findings and escapes from the mothership with the evidence. Just as his recordings are about to air on television, the broadcast is interrupted by the Visitors who have taken control of the media. Their announcement paints Donovan as a terrorist, making him a fugitive pursued by both the police and the Visitors.
Key human individuals are subjected to Diana's special mind control process called "conversion", which turned them into the Visitors' pawns, leaving only subtle behavioral clues to this manipulation. Others become subjects of Diana's biological experiments.
Robin Maxwell (Hailee Steinfeld), the daughter of a well-known scientist who went into hiding, has a one night stand with a man who turns out to be a male Visitor, who impregnates her as one of Diana's medical experiments.
A resistance movement is formed, determined to expose and oppose the Visitors. The Los Angeles cell leader is biologist Julie Parrish (Kate Mara). Donovan later joins the group and, again sneaking aboard a mothership, he learns from a Visitor named Martin (Matt Smith) that the story about the Visitors needing waste chemicals is a cover for a darker mission. The true purpose of the Visitors' arrival on Earth is to conquer and subdue the planet, steal all of the Earth's water, and harvest the human race as food. Martin is one of many dissidents among the Visitors who oppose their leader's plans, calling themselves the Fifth Column, and would rather co-exist peacefully with the humans. Martin befriends Donovan and promises to aid the Resistance, and gives Donovan access to one of their sky-fighter ship. He escapes from the mothership along with Robin.
The Resistance strike their first blows against the Visitors, procuring laboratory equipment and modern military weapons from National Guard armories to carry on the fight, but by now the Visitors now virtually control the Earth. Julie sending a transmission into space to ask other alien races for help in defeating the occupiers.
Donovan has a nightmare where he is trying to escape from a Visitor mother-ship with Visitor troopers in pursuit. Donovan is knocked down by laser fire. Julie rouses Donovan from his sleep as the Resistance prepares for a raid on a Visitor processing plant to rescue humans who have been repackaged into food cocoons. The raid is easily thwarted at the plant perimeter, due to the Visitors' advanced armor and security measures. In the raid's debriefing at the Resistance hideout, the team bickers over how things went wrong. Robin's pregnancy is also at an advanced stage.
The rebels later get wind of a major event to be held at the Los Angeles Medical Center, where John is expected to announce a medical breakthrough - a universal cancer cure. Because of the extensive media coverage, the rebels infiltrate the hospital. However, while he can provide uniforms for the infiltration, Martin is not able to supply weapons because all Visitor armories are heavily guarded. The rebels scout the place and secure medical supplies while Robin seeks an abortion with Julie's help. However they cancel the abortion because of potentially fatal complications to her.
The hospital raid is a success, with Julie unmasking John's true, reptilian nature. Martin prevents the mother-ship from cutting off the live feed. After a fire fight inside the hospital corridors, the rebels escape with help from the Fifth Column, who have assigned a transport crew to capture them. However, Julie is separated during their escape from the hospital and is captured. On the mothership, Diana is putting Julie through the conversion process. As Julie's brainwashing begins, Diana watches, claiming she will break her.
Mercenary Chris Farber (Karl Urban) joins the Resistance. He reveals the existence of an international resistance force that can supply armor-piercing ammunition plus other effective weapons for the war. The Visitors storm the resistence hideout in Los Angeles, but the rebels escape with the help of Farber. They relocate to an old western movie studio.
The conversion chamber inflicts horrifying hallucinations on Julie's mind. However, she proves quite strong, forcing Diana to increase the intensity of the process. During one session, it becomes too much for Julie and she goes into cardiac arrest. Despite this, Julie is placed back in for another session. This time Diana takes the power of the chamber to maximum. Julie fights back but is finally converted. After the session, Donovan bursts in and attempts to shoot Diana, but guards kills him in time. Seeing this, however, appears to snap Julie out of her conversion. The body of Donovan turns out to be a Fifth Column agent in disguise. Because of the increased danger of Fifth Column infiltration, Martin suggests that all major prisoners be transferred from the mother-ship to the security headquarters on the ground for further protection.
Once again in the ranks of the Resistance, Julie tells the others of a 30-day plan to steal all the water from southern California by means of a water pipeline to a Visitor mother-ship. The rebels scout the facility and prepare to destroy it. Farber questions Julie's loyalty after her conversion, but she responds firmly and retains command in front of the others. When alone, however, she feels weak and unsure about herself, finding herself using her left hand, a side effect of the conversion process. She finally seeks comfort in Donovan's arms, and they begin a sexual relationship. The rebels go through with their attack on the water facility, and after placing explosives, a fire-fight ensues between the rebels and the aliens. During the fire-fight, Donovan is incapacitated and caputed by the Visitors. Meanwhile, Robin begins to go through her pre-labor phase.
A Fifth Column agent visits Donovan at his cell and offers a suicide pill to prevent him from divulging information about the Resistance and the Fifth Column, in light of Diana's ultra-potent truth serum. Guards catch and kill Oliver. Diana injects Donovan with the drug. The effects take place immediately, with Donovan forced to compromise Martin, who is present. Martin tries to shoot Diana, but she escapes with the knowledge that Martin is a Fifth Columnist. Donovan and Martin hide in the mother-ship's air shafts.
Robin goes into labor and via a caesarian section gives birth to twins - a human looking girl with a lizard-like tongue and a reptilian boy with blue human-like eyes. The first few days after Robin's delivery prove to be challenging for her and the others. The male child dies while the baby girl, who Robin names Elizabeth, begins to grow at a rapid rate. Julie and Robert's analysis of the male child's corpse reveals certain bacteria that only affected the boy despite his proximity to Elizabeth in the uterus. Encouraged by the sudden development, Julie decides to culture the germs as a potential weapon.
Donovan and Martin skydive out of the mothership and Martin hides with other ground-based Fifth Columnists. After Donovan reaches the resistance hideout, the team discusses testing the bacterium, now called the "Red Dust," but reject Farber's suggestion of using Martin as a guinea pig. Instead, the rebels capture a Vistitor scout. The team locks up the Visitor, and throw a vial of the Red Dust into the holding chamber, with fatal results. Julie enters the chamber and proves the dust is non-lethal to humans.
The rebels evacuate and regroup at a coastal lighthouse complex, where more Red Dust stocks are produced. Farber and Donovan also get into a small but physical argument over delivering the stocks to other resistance groups when a vaccine was not yet complete, one that would protect the Fifth Columnists. Martin asks Donovan to stop producing the toxin, revealing the Visitors contingency plan: using their mothership as a doomsday device if the situation was lost.
The rebels begin to plan to take down the mothership.The rebels will use hot air balloons instead of planes to avoid detection when dispersing Red Dust in the atmosphere. Martin and a number of Fifth Column members arrive at the complex aboard a Visitor tanker vehicle, which will carry a stock of Red Dust for dispersal aboard the mother-ship. Julie gives them a vaccine for the Red Dust.
The tanker strike team manages to board the mother-ship, where Donovan closes all security feeds as the rest of the team pump the toxin into the ventilation system. Farber leads the assault on the Visitor security headquarters. Red Dust mortar blasts eliminate the defenders with no human casualties. The balloons' mass dispersal of Red Dust around the world will allow the deadly bacteria to multiply in the Earth's ecosystem. The Visitor forces evacuate Earth.
Diana activates the doomsday device aboard the Los Angeles ship before shooting John, who did not want any part of it. Donovan gets pinned down by Visitor troops in a ventilation tunnel. The Red Dust begins to circulate, killing more soldiers. Martin joins up with them as they face Diana on the bridge, where Donovan attempts to disarm the auto-destruct sequence. The other rebels and Visitors evacuate the ship while Martin attempts to move the ship up and out of the atmosphere beyond Earth orbit. Diana uses her conversion of Julie to distract her long enough to escape. Elizabeth (Onata Aprile), who has continued to age rapidly, steps up and stops the countdown with her latent superhuman powers. Martin then brings the mother-ship back to Earth.
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