In the early hours of the night, young David Maclean sees a flying saucer land and disappear into the sand dunes just beyond his house. Slowly, all of the adults, including his once loving parents, begin to act strangely.

To ensure a full profitable season, circus manager Brad Braden engages The Great Sebastian, though this moves his girlfriend Holly from her hard-won center trapeze spot. Holly and Sebastian begin a dangerous one-upmanship duel in the ring, while he pursues her on the ground.