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The story begins in 1957 in the star filled skies above California's Mojave desert. noted astronomer Ted Lewis is preparing a special dinner for his beautiful, adoring wife Lanna to celebrate their wedding anniversary.

Across town Tammy, a waitress at a small local diner, excitedly looks out her window to see a shooting star, which she takes as a good sign for her dreams. Alas, the shooting star is really an alien spaceship whose fiery ball hurtles toward Earth and crash lands in the desert near Dick and Penny, who are necking in a lovers lane.

A tall, metallic alien named Urp emerges from the craft unharmed but alarmed to discover that the monstrous Ghota, who was also on board, has escaped. This menacing one eyed creature's unquenchable appetite could mean the end of civilization as we know it.