7-year old Steven Stayner is kidnapped a few days before Christmas by Kenneth Parnell. Under the belief that Parnell has been given legal custody of him, and that his family has moved away, he stays with Parnell for seven years, enduring repetitive sexual abuse the entire time. Finally, at fourteen, he returns home to his family.

Jack Caine (Dolph Lundgren) is a Houston vice cop who's forgotten the rule book. His self-appointed mission is to stop the drugs trade and the number one supplier Victor Manning. Whilst involved in an undercover operation to entrap Victor Manning, his partner gets killed, and a sinister newcomer enters the scene... Along with F.B.I. agent Lawrence Smith, the two investigate a spate of mysterious deaths; normal non-junkies dying of massive heroin overdoses and bearing the same horrific puncture marks on the forehead. This, coupled with Caine's own evidence, indicates an alien force is present on the streets of Houston, killing and gathering stocks of a rare drug found only in the brain... Caine is used to fighting the toughest of criminals, but up to now they've all been human...

The Centenary of the small sea town, Antonio Bay, is approaching. While the townsfolk prepare to celebrate, the victims of the crime that founded the town rise from the sea to claim retribution. Under cover of the fog, they carry out their vicious attacks, searching for what is rightly theirs.