 A film company crew from AIP (American International Pictures), is filming a low-budget action film in the woods around Mobile, Alabama. The director, Ben Adams (Walter Cox), is having problems with the budget dragging out and the hot-tempered producer threatening to shut down the project if the filming is not speed ed up. The lead actress, Jodi Marshall (Renee Cline), also deals with her horny co-star and her growing feelings for Ben, both of whom had a romantic fling in the past. But one night, a company of heavily armed soldiers parachute into the area, whom are led by a disgruntled former U.S. Special Forces officer, named Michael Cooper (Richard Lynch) whose mission is to take the city and hold it, and the populace, for ransom. With Ben, Jodi and the rest of the film crew learn of the silent invasion and that the enemy soldiers plan to kill them to prevent them from warning the authorities, the film group decides to take on the invading army all by themselves relying on only their wits, and movie prop guns as their real weapons.