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After a brutal murderer escaped from prison, it is ordered that all of his possible contacts are put under survey. His former girlfriend Maria McGuire, who ceased contact with him long ago, is observed by four cops. The night-team is formed by Chris Leece and Bill Reimers, who work as partners normally, too. Maria proves to be a very cute young woman, and Chris, who bugs her appartment as Telephone-Bill, falls for her. Now, everytime he is with her, his partner has to watch his friend enjoy life and he himself has to get out before the other team comes in. But when Maria’s ex arrives surprisingly, Telephone Bill and his partner find themselves in deep trouble.

The story begins in 1957 in the star-filled skies above California’s Mojave Desert. It is a special night for noted astronomer Ted Lewis, who is preparing a special dinner for his beautiful, adoring wife Lana to celebrate their wedding anniversary. In another part of town, Tammy, a waitress at small local diner with big plans for the future, looks out her window and is excited to see a shooting star, which she takes as a good sign for her dreams. But, what Dr. Lewis and Tammy assume is a shooting star, is really an alien spaceship. The fiery ball hurtles toward earth and crash-lands on a butte in the desert. The only witnesses are teens Dick and Penny who are necking in a nearby lover’s lane. A tall, metallic alien named Urp emerges from the craft unharmed, alarmed to discover that the monstrous Ghota, who was also on board, has escaped. The menacing one-eyed creature’s unquenchable appetite could mean the end of civilization as we know it. Urp is the only one who knows how to stop the hideous extra-terrestrial, but to do so he has to take over the body of Dr. Lewis and enlist the aid of Tammy, the only human in town willing to believe and trust in his mission. The local police - including Chief Dawson and Officer Vern - are confirmed skeptics and offer little help. Together, Urp and Tammy must hunt down the Ghota and neutralize it before it consumes all the local inhabitants and uses the human fuel to multiply and conquer the world!