In the fictional town of Santa Mira, California, Dr. Miles Bennell (Kevin McCarthy), a local doctor, finds a rash of patients accusing their loved ones of being impostors. Another patient is a former sweetheart of his, recent divorcée Becky Driscoll (Dana Wynter), who tells him that her cousin, Wilma, has this same strange fear about Uncle Ira. Dr. Dan Kauffman (Larry Gates), psychiatrist in town, assures Bennell that the cases are nothing but "epidemic mass hysteria".

That same evening, Bennell's friend Jack Belicec (King Donovan) finds a body with his features, though not yet fully developed. The next duplicate found is a copy of Becky in her house's cellar. When Bennell calls Kauffman to the scene, the bodies have mysteriously disappeared, with Kauffman suspecting Bennell of falling for the same hysteria. The following night, Bennell, Becky, Jack and his wife Teddy again find duplicates of themselves, emerging from giant pods. They conclude that the townspeople are in fact being replaced by perfect physical copies in their sleep. As the phone operator claims that no distant calls are possible, Jack and Teddy drive away to get help. Bennell and Becky discover that most inhabitants have already been replaced, now devoid of any human warmth and individuality. They flee to Bennell's office to hide for the night.

The next morning they see how truckloads of pods are taken to neighbourhood towns. Kauffman and Jack, both too with changed personalities, enter and explain, that an extraterrestrial life form is responsible for this invisible invasion. After the takeover, they resume, life has lost its frustrating complexity because all emotions and sense of individuality have vanished. Bennell and Becky manage to escape, but while they hide in a mine outside of town, Becky falls asleep for a moment and is instantly subverted. With the "pod people" close behind, Bennell runs onto the highway, frantically screaming to the passing motorists, "They're here already! You're next! You're next!"

In a frame story, Bennell is held by the police and questioned by a doctor in a clinic. The men doubt Bennell's story - until they receive news of an accident in which a truck carrying strange giant pods was involved. The police are quick to alert the authorities.

H.G. Wells' War of the Worlds had been on Paramount Pictures' docket since the silent era, when it was optioned as a potential Cecil B. DeMille production. When Paramount finally got around to a filming the Wells novel, the property was firmly in the hands of special-effects maestro George Pal. Like Orson Welles' infamous 1938 radio adaptation, the film eschews Wells' original Victorian England setting for a contemporary American locale, in this case Southern California. A meteorlike object crash-lands near the small town of Linda Rosa. Among the crowd of curious onlookers is Pacific Tech scientist Gene Barry, who strikes up a friendship with Ann Robinson, the niece of local minister Lewis Martin. Because the meteor is too hot to approach at present, Barry decides to wait a few days to investigate, leaving three townsmen to guard the strange, glowing object. Left alone, the three men decide to approach the meterorite, and are evaporated for their trouble. It turns out that this is no meteorite, but an invading spaceship from the planet Mars. The hideous-looking Martians utilize huge, mushroomlike flying ships, equipped with heat rays, to pursue the helpless earthlings. When the military is called in, the Martians demonstrated their ruthlessness by "zapping" Ann's minister uncle, who'd hoped to negotiate a peaceful resolution to the standoff. As Barry and Ann seek shelter, the Martians go on a destructive rampage. Nothing-not even an atom-bomb blast-can halt the Martian death machines. The film's climax occurs in a besieged Los Angeles, where Barry fights through a crowd of refugees and looters so that he may be reunited with Ann in Earth's last moments of existence. In the end, the Martians are defeated not by science or the military, but by bacteria germs-or, to quote H.G. Wells, "the humblest things that God in his wisdom has put upon the earth." Forty years' worth of progressively improving special effects have not dimmed the brilliance of George Pal's War of the Worlds. Even on television, Pal's Oscar-winning camera trickery is awesome to behold. So indelible an impression has this film made on modern-day sci-fi mavens that, when a 1988 TV version of War of the Worlds was put together, it was conceived as a direct sequel to the 1953 film, rather than a derivation of the Wells novel or the Welles radio production. http://www.allmovie.com/work/53372

Cast:

Gene Barry ... Dr. Clayton Forrester
Ann Robinson ... Sylvia Van Buren
Les Tremayne ... Maj. Gen. Mann
Robert Cornthwaite ... Dr. Pryor (as Bob Cornthwaite)
Sandro Giglio ... Dr. Bilderbeck
Lewis Martin ... Pastor Dr. Matthew Collins
Houseley Stevenson Jr. ... Gen. Mann's aide
Paul Frees ... Second Radio Reporter / Opening Announcer
William Phipps ... Wash Perry (as Bill Phipps)
Vernon Rich ... Col. Ralph Heffner
Henry Brandon ... Cop at Crash Site
Jack Kruschen ... Salvatore
Cedric Hardwicke ... Commentary (voice) (as Sir Cedric Hardwicke)
rest of cast listed alphabetically:
Cliff Clark ... Australian Policeman (scenes deleted)
Rudy Lee ... Boy (scenes deleted)