[ Fire crackling ]

Girl: I was in school when the ships came.

Girl #2: They were really big, and they said that we weren't gonna attack them with the nuclear bombs because they might have wanted to be friends.

But they didn't want to be friends.

Not at all.

Girl #3: And then there was a bright light that makes, like, all electronics stop working.

Computers.

Radios. Satellites.

Cars. Tvs.

Everything.

They blew up army bases, ships, the Navy, submarines, and all the soldiers are gone.

Boy: Now moms and dads have to fight.

After that, they blew up all the capitals.

New York, Washington, D.C., Paris.

Girl #2: To all the major cities.

Then they came.

Boy: There were millions of them. Girl #3: Trillions.

Boy #2: Everywhere.

We call them skitters and Mechs.

Girl #2: They killed grown-ups, and they catch kids.

They put on harness things.

They put it on kids and control them.

Boy #1: They say it hurts a lot.

My parents went out to get some help one day.

[ Voice breaking ] And I know they're gone. They're dead.

Anne: Listen, it's okay to cry.

Drawing and talking about it can make you feel better.

Matt, what have you drawn here?

Matt: My mom.

She was going to get food once and never came back.

And then we found her.

She was dead.

And then dad said we had to leave our house.

And Ben was over at Nick's house, and we think they might have got him.

But we're not for sure.

And this drawing?

That's with me and dad and Hal.

It's all right.

You and your dad and Hal are okay.

Well, they were okay this morning.

But I don't know about now.

They're fighting.

[ Panting ]

Go.

Go! Take the gas!

Bryan, Mechs! Stay down!

[ Machine-gun fire ]

Aah!

Get the food.

[ Machine-gun fire ]

Aah!

Leave it.

Here they come! Cover them!

Short bursts! Short bursts!

Ugh!

Aah!

Get up!

[ Growling ]

Hal, in here.

Ugh.

Skitters.

[ Screeching ]

[ Groans ]

Aah!

[ Warbling ]

[ Screaming ]

That's Jerrod's cousin.

No. No, don't.

No. No, no, no, no, no.

Shh, shh, shh.

[ Groaning ]

That's Jerrod's cousin.

[ Growling ]

Come on. Come on.

Get up!

Whoa, whoa, whoa!

Mechs... front.

The Colton street barricade's down. Skitters, too.

They're up to the common. Both barricades there are gone.

We're falling back. Back Bay is lost.

They take Back Bay, they take the city.

No kidding. Porter's calling us in.

Let's go.

[ Wind howling ]

[ Electricity crackling ]

South Boston! South Boston! South Boston!

Quiet.

They got South Boston! Skitters and Mechs.

Rear guard, come on!

We holding?

Who'd we lose?

Captain Jameson, Jerrod's cousin, and a bunch of guys I didn't know.

Jameson's dead? Who's gonna command the 2nd?

[ Indistinct conversations ]

Excuse me.

You're back from work early.

Tough day at the office.

We lost the Widget account.

Oh, rats.

Bad?

Yeah. They're up to Back Bay.

Any food?

Price of tuna's gone up.

Wait.

Matt drew these.

He's doing much better... drew his whole family.

That does not look like me.

Tom, Tom.

Porter wants to see you.

Weaver: Back Bay was lost.

They let go in South Boston... one of the big ones.

Porter: I told Reed small arms only. He had those AT4s.

I guess he used them and pissed them off.

Come on in, Tom.

Gents, the city's lost, so we're on the move.

We're gonna split up, go to ground, where we can hide and scavenge.

We can't leave the city.

They've got prisoners. What about the harnessed kids?

Tom, you're not the only guy with a kid that's M.I.A.

We're all in this together, and you've got two other sons to worry about.

Okay, well, I have to agree with him there.

We can't leave the city.

We've got no choice.

We picked this area clean of weapons and food.

And those skitter aerial sensors are beginning to pick up units of 500, 600 humans.

Well, I'll tell you what we need to do.

We need to stay here, and we need to fight.

Listen to me, Weaver.

We are splitting up into units of 300... 100 fighters, 200 civilians each.

I've already sent out nine of these units.

You're the last three.

Anderson, I want you to take the 10th Massachusetts north along the shore till you get to Marblehead.

Sam, you got Jeffries as your second-in-command.

We'll move northwest along route 3 till you get to revere.

Weaver.

I'm giving you the 2nd Massachusetts to replace Jameson.

I'm also giving you Tom as your second-in-command.

You move west, go to ground somewhere around acton.

What do we do when they start picking up groups of 300?

Then we break up into smaller units and we continue, Weaver.

Till it's armies of one and they start picking us off individually?

Is that how we do it?

Listen, if you've got a better idea, I'd damn sure like to hear it. Oh, I have a better idea.

We got a chance right now.

That's what I'm trying to tell you.

Now, I don't know how many skitters and Mechs the bastards left, but it's a hell of a lot less than it was and a hell of a lot less than it'll be when the mother ships come back, and they will.

We cannot fight these things unless we know how.

I know how. No, you don't.

Nobody knows how, and that's the problem.

That's the reason we're gonna split up, we're gonna run, we're gonna hide, and we're gonna survive.

Now, all the food stores have been marked on your maps.

As of last week's recon, they were all intact and secure.

I'm gonna have the med and science people with me.

They're still working on the harness situation.

Lost two more kids this morning trying to get the damn things off.

Now, that's it.

Any questions?

No, sir.

Get back to your people. We move out in the morning.

I'll let you know the exact time.

Jim, I think you're making a mistake to give Weaver noncombatants... I do.

[ Chuckles ]

Listen, it had to be Weaver.

He's got eight years active army, he's got six years reserve, and I saw him operate in desert storm.

You, on the other hand, Professor Mason, have read a lot of books.

Hey, I'm not asking.

Now, I grant you that a great deal of those books were military history, but I had to go with Weaver.

Understood.

There's a reason why you are his second-in-command.

You do whatever you've got to do to defend those civilians.

I understand.

Good.

And good luck.

Yeah.

It's not over, Tom.

Anthony: Okay, so, these guys from the 5th mass, okay, down in Dorchester... uh, out of ammo, except for, what, these two bullets in a clip in an old .45 automatic?

Click: Yeah, yeah, yeah. Right?

What then? Yeah, come on. What happened?

Anthony: Okay, so, the guy, you know, he stands there like bait, right?

Skitter moved in.

Right. Other guy from behind the dumpster... boom! Boom!

Head shot, point-blank range.

You're dead. Dead.

[ Laughs ]

That's one way to do it.

I'd do it like that.

Man, you would wet yourself.

Fine, long as I get that head shot in.

All right, man. All right, man.

[ Chuckles ]

What are you looking at?

That thing hasn't moved since yesterday.

I was just wondering how to get at it.

You know, find my way inside, head upstairs, find the lizard in charge, and just kick some alien ass.

Personally, I like the idea of seven or eight truckloads of C-4 driven in simultaneously from different directions. Mm-hmm.

Maybe a couple coming in on boats across the harbor. Yeah.

Boom. Yeah.

How do the drivers get out of there?

Tom: No, no, no, no.

You got it all wrong.

Outside of that thing's gonna be like a fortress.

You need to get inside... a trojan horse.

Or, like the World War I sappers, tunnel underneath it, plant the biggest pile of tnt you've ever seen right under the center of it.

Or like the Romans at Pontus, when they were... whoa, whoa, whoa, whoa. There you go, Professor.

Professor kick-ass!

Yeah, well, tomorrow, we kick ass...

Or maybe the day after tomorrow.

All right, for now, let's get that .50 squared away, get some sleep.

We move out in the morning.

Think that'd work... heading underground?

Oh, yeah, yeah, yeah. Well, it has throughout history.

Alexander leading the Macedonians.

What?

I don't know.

You think, dad, maybe you could, uh, ease up on the history lessons... with the guys around, at least.

Got it.

All right.

[ Chuckles ]

Hal: Sure, the 250's faster, but it's just lousy off-road.

Yeah, little 175's better for scouting, but it's so damn loud.

Well, Scott thinks he can rig up some sort of muffler for it, and maybe the... thought you might be hungry.

Yeah, I was worried about you.

Oh, really wasn't that bad.

Glad you're okay.

Yeah.

[ Mockingly ]

"I'm glad you're okay."

How long?

Just finishing up.

We got most of the stretcher cases off already. You're good.

For a pediatrician.

For any doctor.

[ Chuckles ]

Practice makes perfect.

There is a silver lining in all of this.

Oh, yeah?

If this hadn't happened, I'd be dealing with flu shots and neurotic mothers.

I'd be grading midterms...

Or at least staring at a stack of blue books, trying to figure out how to avoid them.

Hey, things could be worse.

So, what are we doing? Running? Regrouping?

I just hope Porter knows what he's doing.

Retreat, regroup, return...

Revenge.

Forget about those shopsmarts.

They're too close in... traps for sure.

Our best bet is that sundash in belmont.

Yeah, I agree.

You don't have to agree. You just need to listen.

Those are my orders. Yes, sir.

[ Indistinct conversations ]

[ Engine sputtering ]

Okay, try it again.

You gonna get it going?

Almost there. I just need to fix the... you got 10 minutes.

I hated carburetors before electronic fuel injection, and I hate carburetors now. Anne: Uncle Scott?

We've got 200 pounds of medical supplies.

Into the car or into backpacks?

In the car. I'll get it going.

Backpacks. Backpacks.

All right, come on, try it again.

[ Engine turns over ]

Why are we leaving?

Going someplace better.

But tonight's the 8th. It's my party.

Oh, sure thing, your highness.

Hey, you had a birthday party, too, and it was after they came.

We'll try to do a little something when we get settled.

We're doing the best that we can.

Hey.

Give him a break, all right?

Man: Okay, load them up.

[ Engines revving ]

What?

I know that house.

My husband has a piece hanging there.

Painting? A landscape.

One of my patients... rich tech guy... lived there.

To seal the sale, my husband and I had dinner with them.

I remember going out that evening, and, uh, my son was crying.

He was 3.

You know where we are?

This is Bartlett Hill.

About 400 years ago, this was all Pennacook settlement.

Smallpox wiped them out.

Ever the history Professor.

[ Chuckles ]

Yeah, fat lot of good tenure got me.

[ Laughs ]

Oh, I wonder what will be here in another 400 years.

Hopefully humans.

[ Indistinct conversations ]

I wish there was more food.

[Engine revving]

Dad.

Every food store and cache between here and acton's picked clean.

Too many of us.

If it was just the fighters, we could stretch our provisions.

Well, it's not, and we need food.

So it's one of the shopsmarts, then... either the store in west Newton or the distribution center in Watertown.

We can't go back, not with this group... too many, too slow.

Maybe half the vehicles, half the fighters go back, get the food, and then they catch up?

[ Laughing ] Yeah. That sounds great.

Who's gonna lead them... you?

Yes.

You want to go back?

Yes.

All right.

But I can only give you the pickup and six fighters.

Weapons? What you got and as many mags as you can carry.

One of the RPGs? No.

Some C-4? No.

All right, we'll make do!

All right!

The rest of us will follow the commuter rail west!

We'll meet at the Littleton bridge!

Pick your squad! Good luck!

Are you sure about this?

Take care of Matt.

I will.

You need a scout?

I want you to stay with the group.

Weaver's more likely to get me killed than you are.

You need two scouts!

Yes, I do.

Why don't you find Dai and Click and Anthony and one other, see if they'll volunteer?

You go with her.

Dai: Thomas.

Dai, you in?

Yep.

Weaver's keeping all the heavy stuff.

Is that right?

C-4? Where... where did you get this?

[ Sighs ]

Thanks.

So, you think there will be a lot of them?

Come on, Jimmy.

Anthony, I need... 7.62. I need a mag. You got?

I got. Here.

This could be fun.

You'll be there, right?

Will you give this party thing a rest?

Yeah, I'm gonna try to be there.

I already know what I'm gonna wish for.

Oh, yeah? What?

Well, I can't tell you.

Sure you can. I'm your father.

It's rule 619. You can tell me anything.

Hand me that sleeping bag, would you?

Are you sure? Of course.

How else you think you're gonna get what you ask for?

Well, I wish everything was just back the way it was... our house, my bike, school, my ripstik, and Ben...And mom.

I thought you didn't like school.

Well, I like it now.

Dad, I just want everything back the way it was.

Come here.

So do I.

So do I.

It's gonna get better.

[ Grunts ]

[ Laughing ] So slow.

Faster than you, up here.

Dream on.

Catch you later.

Okay. See you later.

Thanks.

Hang in there, old man.

We think there's food here and here.

There's a store in west Newton and a food distribution warehouse in watertown.

They're both shopsmarts.

If there's food in them, they're probably traps.

The main invader force is either gonna come up River road or Blanchard road.

We need to know which one.

I don't want a bunch of skitters and Mechs coming up behind us.

So, Hal and Karen, you guys got to check that out.

You got to let us know which way they're coming... Mm-hmm.

So we know where to go.

And we'll be waiting at the train station.

Got it.

Hey, Hal.

Do you, uh...

Need any more hollow nose?

Hollow point?

Yeah, that's what I meant.

Uh, yeah, I could use an extra clip.

Mag?

[ Scoffs ]

Yeah, that's what I meant.

What?

Just remembering.

What was it... seven, eight months ago, you wouldn't let me ride my bike over to Julien's at night 'cause I didn't have a bike light.

Now you're offering me extra ammo.

Things change.

Yeah.

Uh...Some things don't.

Be safe.

Yeah, you too.

[ Engines revving ]

[ Chuckles ]

[ Sighs ]

Somebody tried to take it off of him.

Killed him.

He's about the same age as Ben...

My son.

[ Thudding approaching ]

[ Gasps ]

[ Whirring ]

Ben?

Ben?

Which way are they coming?

Ben's alive. I saw him.

I saw him.

What?

He's harnessed, but he's alive.

Are you sure it was him?

Dad, he's alive.

Come on, we got to go get him.

All right, we'll screw this food thing.

We got to go get him right now.

Whoa. Wait, wait, wait, wait.

Dad, it's Ben. We got to go get him.

I'm in. Me too.

How many skitters? How many Mechs?

There's like half a dozen in front with Ben and the other harnessed kids.

And more coming up after them.

You said hundreds in airships.

Who cares?

All right? It's Ben.

I'm there. Let's go.

No, it's too many. That's way too many.

No, no. We got... we got to stick to the mission.

We got to take the food to the group, and then I'll get Ben.

No. I'm going to get him right now with or without you.

No. Hal!

Hey, no.

Get off. Let go of me!

[ Both grunt ]

You think I don't want to go get him right now?

He's my son! And you're my son!

And Matt is back there alone!

Aah!

Do you think I want him to hear he's lost his other brother and his father?

We do this the right way, or we all die!

[ Both panting ]

We get the food, we bring it to the group, and then we'll get Ben... together, you and me.

All right. We'll do it your way.

Which way are they coming?

Blanchard.

That's the Watertown shopsmart. I know it.

Click, grab that box.

[ Sighs ]

That's the building.

There's a road here. There's a road here.

We're gonna do our recon from here.

We'll wait till it gets dark.

Then I go in first with Dai...And Hal.

If it's clear, then you guys come in, we get the food, we get the hell out of there.

If it's not clear?

If it's not clear, if it goes bad, then I want you guys to take off at the sound of the first shot.

Don't wait for us. You go, and you go fast.

Take the bikes, you take the truck, and you go to Upland park.

And go to the Littleton bridge.

But w-what if it's a trap?

Well, we'll see. Click: Dover was.

That was a skitter and two Mechs.

The grocery store in J.P.

Had three Mechs and two skitters.

We're never gonna beat them, are we?

They die, just like us.

Just got to get close.

Listen, I know that you're scared and I know it doesn't seem like it, but we can beat them.

We don't have to kill them all.

We just got to kill enough of them.

If we can make it too costly, too painful for them to stay, then they'll leave.

They're wolves. We got to be porcupines.

If we can hurt them, they'll leave.

It hasn't worked so far.

Well, it will, 'cause it has before.

History is full of inferior forces creating so much trouble that the invading army leaves... the Athenians at Marathon, the, uh, Scots against the British at Stirling bridge, and our revolution fought right here...

Red sox/Yankees, '04.

[ Laughs ]

We can beat them.

[ Insects chirping ]

[ Door rattles ]

[ Water dripping ]

[ Sighs ]

All right, Anthony, you and Jimmy guard this entrance, load the food as it comes in.

You guys come with me. Karen, grab that cart.

Okay. Come on.

We can do this. We'll be all right.

Go.

Got it? Here.

[ Hisses, growls ]

[ Screeching ]

Ugh!

Hal, get out of there!

[ Thudding ]

[ Hisses, growls ]

[ Screeches ]

[ Gun clicks ]

[ Panting ]

[ Growling ]

[ Groans weakly ]

[ Growls, screeches weakly ]

I wonder what it's thinking.

Nothing now.

Let's go.

[ Indistinct conversations ]

[ Horn honking, vehicles approaching ]

They're back!

Thank you.

Well, what took you so long?

[ Chuckles ]

How much did you get?

A truckload, enough for a few days.

Hmm.

Hal, why don't you stay?

You guys wait outside.

My son Ben is alive.

What? Hal saw him.

Did he?

We're not going back. Our next objective is the Acton armory.

I know.

And after we take the Acton armory, I'm gonna be weaponing up and going back to get him.

So am I.

Are you?

Well, I'm your commanding officer.

And we're not going back.

You're not going back.

What would you do if you had the chance to get your kids back?

He's my son.

You'll never kill enough of them to get him back.

They die, just like us.

You just have to get...Close.

So, you got to make a wish and blow it out quick, 'cause it burns out fast.

You know what the wish is.

You sure that's okay?

Yeah.

Yay. Happy Birthday.

It's all yours.

Matt, I'm sorry. I don't have anything.

Hal: Dad, what's the matter with you?

What?

You forgot the thing... the thing we got for him.

You're going senile.

It's from dad.

I know what this is.

A ripstik.

Ride, fool. We only got 10 minutes.

[ Indistinct conversations ]

All right.

It's time to go!

All right! We're moving out.

I want to make the great meadow by dark.

We're gonna set up camp there.

There's good cover there.

Karen, you're forward. Hal, you flank.

[ Indistinct conversations ]

Let's go.