The film opens with a parody credit of “R.I. Diculous Presents". Private Philbrick and Private Penn are stuck in monotonous assignments at Fort Nicholson, a U.S. Army base near the Nicholson Mesa. The privates are assigned to a scouting mission that requires the inspection of a newly discovered cavern that was located near the base. Philbrick and Penn are part of an expeditionary squad, but become separated from their fellow soldiers. The privates are attacked by seven-foot-tall vegetable-like creatures that take them into the cavern, which is actually an alien base commanded by two statuesque women from the planet Kalar. The alien women, Dr. Puna and Professor Tanga, reveal that they arrived on Earth with the goal of conquering the planet. Philbrick and Penn find that their fellow soldiers have been placed in suspended animation by the aliens. Philbrick eventually discovers that kissing Puna leaves her temporarily powerless, allowing him and Penn to escape from the cavern and its inhabitants. After an encounter with an Indigenous peoples of the Americas band, the two soldiers race back to their base to rally a defense of the Earth against the Kalar aliens. They succeed in saving the Earth by prematurely launching the alien spaceship, but are captured by the aliens. However, Puna convinces Tanga not to kill them as they have no way of returning home now and they need to rely on the two soldiers. Tanga accepts this, kisses Penn and the sparks fly. At the end of the film, the soldiers receive medals for their actions and they drive away with the aliens, now their wives.<ref name=TP>[http://www.talkingpix.co.uk/Article_Impossible%20picture.html “An Impossible Picture: Truth and Lies about the Invasion of the Star Creatures” by Martin Kottmeyer, Talking Pictures]</ref>
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