Plot

After a series of establishing shots of a village in rural England, we switch to a study where Gordon Zelleby (George Sanders) is making arrangements by phone with his brother-in-law, Alan Bernard (Michael Gwynn) to come down for the day. In mid-sentence Gordon collapses to the floor.

All through the town people have collapsed or passed out. Cars crash, phones ring unanswered. The local bell tower shows 10 minutes to 11.

Alan, who an officer in the British army, reports to his superior that something strange seems to have happened in the village of Midwich, he asks permission to leave early. He wonders if the exercises the 4th Brigade are doing in the area could be responsible.

Driving to the town, Berrnard encounters a local police officer Gobby, (Peter Vaughan) who is investigating the non appearance of a scheduled bus from Midwich. Rounding the next bend in the road the find the vehicle crashed in a ditch.

Gobby investigates but passes out just like the people in the village. Bernard realizes something is terribly wrong and heads to the previous town to report to his commanding officer. The alarm is immediately raised and local area commanders are ordered to seal off the town and surrounding areas.

Unsure what they are dealing with, soldiers are ordered forward carrying caged canaries attached to poles. When the birds pass out, the spot is marked. It is quickly noted the creatures return to life as soon as the cage is retrieved.

At the site of the bus crash the army sends a volunteer in to the affected area. He is wearing a gas mask and tethered by rope so that if he collapses he can be pulled to safety. As they begin Dr Willers (Laurence Naismith) the local Midwich doctor arrives on his way back to the town.

The soldier collapses as expected and is pulled to safety. Examination by Willers shows no obvious cause, and the man revives under his own power. Other than feeling intensely cold the solider reports he is perfectly fine.

The army then sends a plane to overfly the town. The pilot reports nothing unusual other than absolutely nothing is moving in the area. The pilot takes his craft lower only to black out and crash in a nearby field.

The military are considering their options when suddenly all the people in the bus and officer Gobby revive. We see images from all over town of people regaining consciousness and trying to understand what happened to them. In his study Gordon wakes as his wife Anthea Zellaby (Barbara Shelley) chides him for letting her sleep so late, she then comments its nearly 3 p.m.

Gordon apologies that he also fell asleep, but given he woke on the floor of the study, he may have passed out. Discussing how they feel, the couple agrees they feel intensely cold and Gordon complains he can't feel his hands.

Bernard arrives at the house and is pleased to see the couple are okay, he goes on to explain the events of the last four hours and Midwich was surrounded by some barrier that cut it off from the world.

Through the rest of the day, military units pour into the town. The local townsfolk are subject to a battery of tests by specialists and the town is examined inch by inch for any unusual readings or signs of activity.

Later, Gordon is invited to London by Bernard to take part in a meeting to review what occurred in the town. No direct after affect or cause for the phenomena has been discovered. This leads Gordon to be concerned about how they will identify long term effects if they can't understand the situation that caused it. Bernard suggests Gordon be put in charge of monitoring the towns population. The obvious solution would be to hospitalize them but this would create huge disruptions and potentially alert the press.

Later, Anthea announces to Gordon that she is expecting a baby. Gordon is flustered but overjoyed by the news. Although Anthea is young, Gordon married quite late in life and never really expected the opportunity to raise children. At Doctor Willer's office, Milly Hughes (Pamela Buck) is devastated to find out she is also pregnant. Milly is distraught because she is still a virgin. Dr. Willers comforts her, but clearly he does not believe her.

Tension is high in another household. Mrs. Pawle has just told her husband she is pregnant even though he's only just returned from a full year at sea.

Concerned by the sudden rash of pregnancies, Doctor Willers and Gordon meet with the town vicar (Bernard Archard). An attempted suicide has been reported and the two men want to see what information the vicar might have, especially if any of the girls had confessed to the priest who the father might be. The Vicar has heard nothing from either Mrs Pawle or Milly, but is aware of three further girls who are also expecting. He is deeply troubled that one girl is only 15 years old. . As three men compare the information they have, Dr Willers realizes that every woman of child-bearing age is the town expecting, and that all the pregnancies date from the day of the strange events.

Five months later, the pregnancies are going well, too well according to Dr Willers. Each fetus appears to be at the 7th month of development even though the women are only in their fifth month. Anthea becomes depressed over the baby. She wants to know whose baby she is carrying, what sort of monster or strange child she is going to bring into the world. Gordon comforts her with the thought; all they can do is wait.

The village becomes pensive and nervous as all the women go into labor at the same time. One of the first born, Anthea's child, is healthy 10-pounder, but the doctor in bothered by the child's strange eyes. We then learn that a total of 12 babies are born, all weighing a touch over 10 pounds and all with strange eyes.

Four months later, the doctor examines some hair taken from Gordon's son, David. Aside from their odd fingernails and strange eyes, the children seem perfectly normal except that they have the developmental level of 18-month-old children.

Upstairs in the Zellaby nursery a commotion breaks out. Anthea is in a state of panic and puts her hand in a pot of boiling water, burning it badly. It seems she forgot to test the child's milk and it was too hot for him.

A year passes. David, now a toddler, spells out his name with blocks. As a test, Gordon then gives him a Chinese box puzzle. He works through the puzzle and opens it with alarming speed. Gordon then goes to a neighbor's home and tests their child; it opens the device without hesitation.

A third child is tested but his older brother steals the puzzle. The child's eyes light with a strange glow, and the older boy falls into a trance and meekly returns the stolen puzzle.

Years pass, and the children become inseparable and deal with the taunting from other children as a combined group. It is now becoming apparent that they can read minds.

It is three years since the children were born, and Gordon is summoned to London for a special conference to discuss the children. Alan is becoming disturbed at Gordon's intellectual detachment from the issue of the strange behavior of the children. Gordon believes (unlike others in the village) that the children are not evil or bad, but just need to have morals instilled in them.

In London, it is revealed that Midwich was not the only town that has experienced this phenomenon. In Australia, something went wrong and all the children died within 10 hours of birth. In Greenland and Mongolia, the children were killed at birth by frightened members of the community. One other group, born in the Soviet Union, is thriving and receiving the best of educations.

Present at the meeting, Dr Carile suggests that the children may be a naturally occurring evolutionary jump. Others such as Professor Smith disagree and believe the children may be the product of an energy beam directed to Earth by some unknown intelligence.

News comes through that a child has drowned in Midwich after having an altercation with the strange children, and they are being blamed for the event. George continues to defend them, arguing they need studying. They seem connected by a hive mind, and if humanity could control that, it was advance intelligence by a factor of 12. To keep better control of the children, Zellaby suggests that they be kept together under one roof at Midwich's school. He offers to run the project and continue studying them for another 12 months while the government decides the best course of actions.

Back in Midwich, Zellaby begins teaching the children. They now openingly admit that they can read thoughts at the front of his mind, but have not mastered the complete understanding of everything he is thinking. Deciding to test Dr Smith's theory, he asks the children about life on other planets. The children go into a communal trance and refuse to answer Gordon's question. He rephrases the question but the children still refuse to answer. Gordon then asks David what he intends to do with the powers the children are developing. David tells Gordon he knows what Gordon is really trying to find out and it would be better if these types of questions were not asked. David says they are here to learn from him.

Later, Mrs Zellaby witnesses one of the special girls nearly killed by a car. The driver jumps out, fretting that he may have hurt the girl. Some of the other special children who witnessed the incident begin to gather around the driver. The man seems to slip into a trance, returns to his car and drives it without hesitation into a wall, being killed on impact.

At an inquest into the accident, Mrs Zellaby is called as a witness. Her testimony is confused and lacking detail, as if she is trying to remember something but can't. Ultimately they court records a verdict of accidental death.

On a country road, the brother of the man killed tries to ambush the children. Gordon talks him out of the attempt, but before he can leave he is spotted by the children. They put him into the same trance his brother fell into and fatally shoots himself with his own gun.

Zellaby now understands how deep the situation is. He'd hoped to communicate with them, but clearly the process is breaking down. He realizes they need to somehow be stopped before they expand their power beyond the village. Zellaby and Bernard are discussing the best course of action when news comes through from Russia. The other surviving colony has been destroyed by an atomic shell fired from 60 miles away. The entire population, including the children, has been killed.

Back at Midwich, the panicked villagers decide they need to do something about the children. The men form a mob and, armed with farm implements and flaming torches, advance on the school house with the intention of burning it down and trapping the children inside. David goes outside to confront the advancing villagers. David then puts the man in a tell take trance and forces him to set fire to himself, only releasing him from his control when the man is close to death.

Bernard witnesses the failed attack and enters the school to confront David, who is aware of the Russian colony's fate. David warns Bernard that an attack on this colony won't succeed. When Bernard asks why, the boy responds, "This group MUST survive."

David then takes control of Bernard and reinforces a message that the children just want to be left alone; they drive that into him before releasing him. Later, Bernard is examined by Dr Willers who believes Bernard is suffering the worst case of shock he's ever seen.

David arrives at the house and confronts his father. He tells the man the children have decided to leave the village and spread out across the country. Their power has reached a point where each child can found a new colony. David then outlines a series of travel arrangements he wants Gordon to organize to help the children disperse.

Gordon comes up with a plan to get through to the children; sensing Anthea's fear, he arranges for her to travel back to London with Alan. As Alan says goodbye, Gordon seems very introspective and on the verge of crying. Now alone in the house, we understand Gordon's emotions. He is building a bomb he hopes will destroy the children if he can keep his mind blank enough to avoid detetection. He begins to practice imagining a brick wall in his mind to help build a mental barrier that the children can't penetrate.

On the drive to London, Anthea realizes something is wrong, and insists on returning to Midwich to try and stop Gordon from doing whatever he's planned.

Gordon arrives at the school, and David senses immediately that he is nervous and ill at ease. The children try to break down his mental defense of the brick wall. Gordon holds out long enough to avoid any chance of the children escaping. At the last second, Gordon's mind collapses and the children realize he's been hiding a bomb.

Anthea arrives at the school just as an explosion rips through the building. She immediately understands the implications of Gordon's sacrifice in killing the children and himself.

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