Everyone in the town of Midwich passes out one morning at 10am only to awake at 4pm. The government comes in to check out why but no answers are found. Soon it is discovered that all the women are pregnant, including young Melanie Roberts, who is a virgin. Also pregnant are the school principal, Jill McGowan, and the wife of town doctor Alan Chaffee. A government doctor named Dr. Verner is brought in to study the women, all of whom agree to give birth. All the women deliver at the exact same time but Melanie’s baby is stillborn and whisked away by Dr. Verner. The babies are highly intelligent and have weird, glowing eyes. Dr. Chaffee’s baby uses mind control to make her mother jump off a cliff. As the children grow they look similar and pair off, boy and girl, except Jill’s son, David, who’s mate was to have been Melanie’s child. David, unlike the others, seems to have emotions and cares about people. The children can read people’s minds and can control people. They cause harm to and even kill people who bother them. David comes to the graveyard and sees Melanie drinking heavily and saying she can’t take it anymore. David envisions her fate – she will soon put a gun in her mouth and commit suicide.

Verner soon shows Chaffee the stillborn child – kept in a jar – which looks very alien like. The children all move outside of town to live in a barn and be instructed by Dr. Chaffee. Verner learns that in other towns around the world where a similar thing has happened, everyone is destroyed to make way for this "master race". The town is informed to clear out now. The children kill people and use mind control to make people kill each other. Dr. Chaffee takes a bomb into the barn where all the children are, using all his mental powers to block his thoughts. Jill sneaks in and takes David away as the rest of the children attempt to get past the doctor’s mental wall. The bomb explodes and the doctor meets his fate along with all the children….except David who is being driven away to a new life with his mom.

This movie is well directed by the legendary John Carpenter. It is very creepy and the children are truly evil. Christopher Reeve, in his last performance before his paralyzing accident, gives a wonderful performance as the brave doctor. Linda Kozlowski is great as Jill as is Kirstie Alley as the mysterious Dr. Verner. Mark Hamill appears as Reverend George, a priest who sees the evil in the children and, when attempting to exterminate them, pays with his life.

Meredith plays Melanie Roberts. Like her characters in "Jimmy Reardon" and "The Kiss", her virginity plays an important role. Meredith again delivers an incredible performance. In a scene inside the church, she sobs heavily, very upset, after learning she is pregnant. She is so completely overwhelmed and disturbed. Later, her birthing pain is very intense, as she can only repeatedly cry out, "Help me!" Her greatest acting moment is at the graveyard. Tired, drunk, emotionally drained, and confused, she is a pathetic mess; a young woman who is mentally tormented. The brief glimpse of her putting the gun in her mouth during the "flashforward" is genuinely disturbing. Meredith is in top acting form for this one.