A small-town doctor learns that the population of his community is being replaced by emotionless alien duplicates.

In the Salinas Valley, in and around World War I, Cal Trask feels he must compete against overwhelming odds with his brother Aron for the love of their father Adam. Cal is frustrated at every turn, from his reaction to the war, to how to get ahead in business and in life, to how to relate to estranged mother.

A psychopathic criminal (Cagney) with a mother complex makes a daring break from prison and then leads his old gang in a chemical plant payroll heist. After the heist, events take a crazy turn.