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NOTE: Most of this Spoiler was sent in by Lance and then slightly updated by Trevor.

The movie begins with a voice-over by Morgan Freeman as we see small bacteria in a water droplet. The camera zooms out as the voice over is discussing intelligent life that was observing us as we observe micro-organisms under a microscope. It describes their jealousy for our planet, and us for living on it. As it shows the cities, and the people moving around in them, it zooms in on New York, and then New York Harbor. It pans up to a crane, and we see Tom Cruise moving boxes off a ship.

He jumps down from the crane and is walking away when his boss asks him to return in four hours, instead of 12. Ray (Tom Cruise) tells him about union rules, and makes a comment on a 'Few women who could tell (his boss) what's wrong with him' implying at failed relationships.

He drives home in an impressive, classic car, and sees his ex-wife and her new husband standing outside the door. Apparently, he's late. The son (Robbie) walks to the front door without saying anything to his father (Ray), and the daughter (Rachel) takes on a very formal attitude. Ray's ex-wife and her husband come in, and it's shown that she dissapproves of his living style, also commenting on the fact that her children have to room together, when one is 15-16 and one is 10.

The news shows a few stories about EMP shocks in Ukraine, covering most of the country, when Ray turns it off. He tosses a glove to Robbie, and they go out to play catch. It quickly turns hostile, and Robbie purposefully misses the ball, allowing it to break a window. He goes inside, and Rachel comments that Ray "Won't reach him that way". Ray tells Rachel to go inside, and Rachel asks what they'll eat. Ray says "Order." When Rachel asks where he's going, he says "Sleep. Some people have to work"

He walks into his room, leaving Rachel and Robbie in the house (It's 8 AM when he arrives at his house to see his ex-wife and her husband, so it's probably about 10 AM now). He takes off his shirt, shuts the blinds, and goes to sleep.

When Ray wakes up he argues with daughter Rachel a bit about his son Robbie, who doesn't have his driver's license yet but who still took Ray's car that morning. Then, the weather outside turns dark; Ray walks out and looks up, to see a maelstrom of black clouds. Lightning strikes close to his house, followed by another lightning strike, and another, and another. At first, Ray calls out Rachel to look at the lightning, but after a couple of minutes, Ray is hiding underneath the kitchen table together with his daughter. When the lightning strikes have stopped (after 26 strikes), Ray walks out into his garden again, and then returns into the house, only to find that all electrical appliances - including the fridge, the light, his mobile phone and even his wrist watch - have stopped functioning.

He then goes outside, telling his daughter to not leave the house. On the street, Ray finds himself surrounded by cars which all can no longer drive; he walks past his neighbor Manny, who has a car repair shop and who is working on an old Chrysler Voyager to get it to work again. Ray advises him to change some engine parts and bumps into his son Robbie, who tells Ray that he's sorry he took the car, but that it's no longer working, just like all the other cars. Ray tells him to go home and stay with his sister. He himself moves toward the part in the suburb where the lightning strikes struck, an intersection where hundreds of people have gathered with a few Police officers to look at a small, smoking hole in the pavement. Ray joins them to look, but suddenly, cracks appear in the pavement, and they seem to be coming from the small hole. The cracks quickly widen and lengthen and within moments, the entire intersection seems to be moving. Part of a church collapses and then there's suddenly an explosion of air and dust, with concrete slabs being thrown several hundred feet into the air.

When the dust is settling, a huge shadow can be seen moving in a giant crater. Suddenly, something that looks like a huge three-fingered hand reaches out of the crater, followed by what seems to be an oval kind of head. Then two more 'hands' reach out, and within a couple of seconds, the giant head is seen gaining altitude, and after a minute, Ray finds himself staring at a huge Tripod. The oval head looks a bit like an insect's head, with what appear to be two bellowing eyes, and it seems to be wearing some kind of huge helmet. In the front, where an insect's mouth would probably be, is a huge, blinding white light.

The hundreds of people around the intersection look on in awe, not so much in fear, at the machine which appears to be as high as the Empire State Building in New York City. Then two huge arms appear from the machine, with light green claws, and the machine starts emanating a sound, much like a giant dynamo gearing up. When the sound ends, a deafening "CLICK!" can be heard. Silence returns, but only for a few seconds. Then an even more deafening siren wails, reminiscent of a huge ship's horn.

Some people in the crowd start backing away, Ray included, and then the Holocaust begins.

Light-green rays suddenly blast from the claws and within moments, dozens of people are simply evaporated by the rays. The rays only seem to destroy the people's bodies, not the clothes; as the crowd runs for life, Ray is surrounded by evaporating bodies - people are simply turned into dust instantaneously, with only their clothes remaining. Ray, covered by dead people's dust, runs into a department store, and is almost hit himself; he runs into a woman who gets zapped and Ray can be seen crashing through the evaporated dust statue that was once a woman. Ray manages to flee the area while people and buildings all around him are being destroyed.

He reaches his house, where Robbie and Rachel are still wondering what the heck is going on. Once inside, Ray collapses, traumatized by what he just witnessed and because of the human remains - in the form of dust - on his clothes and in his hair. He quickly recomposes himself and tells his kids that they're leaving the house "in 60 seconds." They pack up, run outside and Ray orders his kids to take a seat in the Chrysler Voyager which Manny was fixing. Ray tries the engine and it works, but Manny - who is also unaware of what's going on - tells Ray to get out of the car, as it's not his. Ray tells Manny to get into the car or he'll die, but Manny won't budge, so Ray tells Robbie to close the passenger seat's door. Just when Manny wants to protest, Rachel looks behind her and sees the New Jersey Bridge collapse - Manny doesn't have time to witness that as he's zapped. Ray jumps on the gas and the car dashes forward while Robbie and Rachel witness dozens of people being zapped all around them.They reach the freeway where thousands of refugees are walking, unusable cars strewn everywhere, and Robbie and Rachel press Ray to take them to their mother, whose house is closeby. Ray, unsure of where to go anyway, agrees and he assures the kids that the attack isn't from European terrorists, but something "different."

They reach their mother's house but it's empty and they decide to spend the night in the basement. In the early hours of the morning, bright light is suddenly seen through the basement windows and crashing sounds rock the basement. In the early hours of the morning, Ray carefully walks outside and is confronted with the wreckage of a Boeing-747 which crashed right into the suburb, destroying several houses. He walks through the rubble and finds a network's camera team. A journalist tells him that the entire planet is under attack from aliens. They're everywhere, she says, and shows him footage of various cities. In one scene, multiple Tripods are seen destroying a city. She tells him that the Tripods had lain buried deep in the ground for probably thousands of years and that the lightning strikes had only delivered the machines' crews; she freezes a scene and Ray recognizes a silvery capsule that's being crashed into the ground by one lightning strike. Then, in the distance, a siren is heard wailing and the camera team skids off in their network's truck. Ray runs inside and brings out Robbie and Rachel, and they quickly move away from the suburb in the van.

Ray decides to use small roads to get to Athens, where he wants to take the ferry to cross the Hudson to go north, to Boston. When Robbie asks why Ray wants to take the small roads, instead of the much faster highway, Ray tells him that their car is probably the only one still functioning, and that "a lot of people will probably want to take this car." They pull over near a farm because Rachel has to pee and just then, an Army armored column drives by. Robbie goes ape and wants to join the soldiers in their trucks, which are moving toward the alien machines. Ray manages to stop Robbie from jumping onto a truck and they move on again.

They finally reach Athens at dusk and the small town is crowded by thousands of people who all want to take the ferry. As Ray moves closer to the boat, people start pounding the van, shouting that they want to get in to the car. Ray blows the horn a couple of times and some people jump on to the hood. Others use clubs to break some of the van's windows and Ray stops the car. He and Robbie are pulled out from the car and a fight breaks out. Ray is worked to the ground but then remembers the gun he brought from home. He fires two shots into the air and the crowd moves away from the car. Unfortunately, he isn't the only one with a gun; another guy puts his gun to Ray's head and tells him to drop his gun, which Ray does. The guy wants to take Ray's car and Ray says that's fine, as long as he can get his daughter from the back seat. The guy agrees to Ray's demand and Rachel is pulled out of the car by Ray, while at the same time, another man finds Ray's gun on the ground and picks it up.

While Ray moves his kids into a coffee bar next to the road, the van starts moving but is immediately attacked again by the crowd. Ray and the kids are stifled when they hear gunshots; outside, the man who picked up Ray's gun can be seen emptying the entire clip at the guy who moments before forced Ray to hand over his car at gunpoint.

Ray, Robbie and Rachel reach the ferry and they seem to be alright, when Rachel looks behind her (again!) and sees some large trees on a high hill move violently. She taps Ray's shoulder a couple of times and when he finally turns around, a Tripod is standing on the hill overlooking the town. The Tripod's siren wails while two more Tripods take up position beside the first one, and survey the crowded town with their blinding search lights. Pandemonium breaks loose at the ferry as everyone tries to get on board but the captain decides in a panic that it's time to move. Ray tries to get him and his kids and some of their New Jersey neighbors onto the boat which doesn't work as they're stopped in their tracks by soldiers. Ray guides Robbie and Rachel around the soldiers' blockade and manages to get on to the ferry. As the Tripods move closer and start zapping people, the captain hits the gas and the large ferry jumps forward. But it turns out that the Tripods can also be used under water. The captain sees a shadow below the surface and within moments, the Tripod is capsizing the ferry. Ray jumps off, taking Robbie and Rachel with him, and they manage to swim ashore. Once there, on a hillside, they witness other Tripods hunting down hundreds of running people on another hill and zapping away like mad.

Ray and the kids silently move through a forest as hundreds of shirts, blouses, pants and pieces of underwear come floating down.

Ray and the kids join a column of refugees and suddenly a batallion of tanks, armored vehicles and Hummers appear. They move forward to a ridge where other army units are trying to give some Tripods hell

Robbie goes ape again and screams that he wants to see what's going on as he wants to "fight back." Ray, however, knows that the Tripods have some kind of magnetic shields which make them invulnerable to any weapon. Robbie manages to pull away from Ray, though, and Ray leaves Rachel standing next to a tree and runs after Robbie. Meanwhile, an officer is seen shouting into a communications set, informing his bosses that none of their rounds is penetrating the Tripods' shields.

Another officer shouts that they have to keep firing to "buy the refugees down there some time to flee!" Abrams tanks move up on the ridge as well and start blasting at Tripods in the distance and while nearly on the top of the ridge, Ray manages to slam Robbie down to the ground, shouting that Robbie has to come down again so they can flee the area. Meanwhile, a concerned woman and their husband find Rachel standing beside the tree, and the woman thinks Rachel is an orphan. So while they're talking Rachel into coming with them, Ray is trying to convince Robbie to come down, but Robbie insists that he has to see "what's going on." Robbie demands that Ray let him go; at that moment, Ray sees the couple down below, who are trying to get Rachel to come with them. Ray has to make a choice and loosens his grip on Robbie, who immediately jumps up and runs toward the soldiers, who are still blasting away with everything they've got

Ray runs down the hill and grabs Rachel from the couple; just then, the Tripods seem to have come close enough for some good ole' fun and the entire large batallion is simply turned into one giant fireball within a fraction of a second. One of the Tripod's oval heads is dramatically seen through the fire while Ray picks up Rachel and runs further down hill. A man holding a riot gun shouts for them to join him in a farmhouse's cellar and Ray quickly carries Rachel inside.

While explosions, zapping rays and death screams can be heard outside, Ray and Rachel are introduced to Harlan Ogilvy (Tim Robbins), a former ambulance driver who tells them that he lost his entire family. Ogilvy seems like an OK guy at first but he's really a dangerous mixture of fear and anger.

After Rachel falls asleep on a couch, Ray joins Ogilvy for a drink. Ogilvy tells Ray that people in Osaka, Japan, were apparently able to take down some of the Tripods, but no one yet knows how. "If the Japanese can do it, why can't we!?" Ogilvy demands, and he tells Ray that he should join Ogilvy in setting up some kind of a Resistance-movement.

Outside, the screams and explosions have died down and all that's heard is the mechanical, droning sound of Tripods. Suddenly, that sound stops, too, and Ray looks around in fear. Just when he wants to start moving again, a huge mechanical camera attached to a snake-like arm appears through a hole in the cellar's roof. Ray quickly wakes Rachel and they and Ogilvy hide from the camera, which is obviously trying to find out whether there are people hiding in the cellar. In a snake-like fashion, the camera moves through the cellar and although Ray and Rachel manage to avoid being seen, Ray suddenly sees Ogilvy standing next to the "snake" with an axe raised above his head. From the other end of the hallway, Ray silently begs Ogilvy not to attack the metal arm; Ogilvy is swayed and he silently joins Ray and Rachel in hiding

Unfortunately, while moving, Ogilvy throws some empty cans to the ground and the mechanical snake immediately reacts. Ray, Rachel and Ogilvy grab a huge rectangular mirror and hide behind it. For a few seconds, the camera observes itself in the mirror, and who or whatever is controlling the camera, decides to move away - until a muscle in Rachel's right leg decides to have cramps. Rachel's leg is stretched and her boot scrapes the ground. For a millisecond, Rachel's trembling boot appears aside from the mirror and the camera sees it. The "snake" quickly moves to see what's behind the mirror, only to find Rachel's empty boot. The camera then moves off again, out of the cellar.

Moments later, Rachel and Ray hear sounds; it was raining all night and with the broken water main in the cellar, a small water pool has formed in a lower part of the basement. Four aliens appear through the hole in the roof and one alien moves to the broken water pipe, to drink some of the water that's still spewing from it. The other aliens rummage through some boxes owned by the former inhabitants of the house; they show each other large photos found in a box, as if they were tourists. The aliens have large heads, large eyes, small mouths and thin black muscles bodies and long arms and fingers. Ogilvy goes Gung-Ho again and aims his riot gun at the aliens through a hole in a wall, but Ray manages to grab hold of the rifle. In an eerie silent fight, Ray tries to stop Ogilvy from shooting, as Ray probably knows that there are probably many more aliens and Tripods outside the house. He's right; just when Ogilvy manages to get control over his riot gun again, a Tripod's siren wails and the four aliens scurry away through the hole in the roof. Without saying a word, Ray and Rachel distance themselves from Ogilvy and fall asleep.

In the early hours of the morning, Ray is seen trying to wash himself at the broken water main when Ogilvy suddenly shouts "RAY! RAY! RAY!" Ray, scared that aliens might hear the loud voice, runs up to Ogilvy and sees him looking outside through a small basement window. Ogilvy walks off while Ray takes his place and looks through the window. It's then that Ray discovers that the Tripods have another function beside merely exterminating humans, as not all humans encountered are destroyed but are also "harvested."

The basement's window is shattered and Ray observes some strange red roots in the window sill, much like those of trees, and they're covered in what appears to be red oil, or something like that. Ray can't make out what the stuff is, much less where the roots are coming from, until he observes a man being thrown out of some container that's attached to a Tripod which is standing outside the house. The man falls to the ground and only his legs are visible to Ray as there's a car wreckage blocking his view.

From the Tripod then appears a slender arm with a huge kind of needle, which is then slammed into the man's back. The slender Tripod's arm then turns out to be some sort of hose and Ray sees the man's blood quickly move up through the hose and into the Tripod's metal head. A second later, the blood is spewed from the Tripod's mouth, together with some strange earth-like matter. "Fertilizer!" Ogilvy shouts from the back, "they're turning us into fertilizer using our blood!" Ray suddenly understands the horrible truth and he drops the small piece of root he had grabbed earlier, and tries to wipe the blood off of his hands. Meanwhile, Ogilvy seems to have gone completely crazy, shouting that "they're not going to get my blood! Not going to get my blood!" Ray runs toward Ogilvy and sees that he's trying to dig a tunnel with a shovel. Ogilvy tells him that he's digging the tunnel to reach the city which lies beyond the ridge mentioned earlier, so that they can escape and start the Resistance movement.

Ray now understands that Ogilvy has gone completely mad and implores him to be silent, but Ogilvy hits Ray with the shovel. Ray is momentarily dazed, but then stands up, walks back to Rachel, covers her eyes with a blindfold and tells her to cover her ears and sing a song and wait until he comes back. Then Ray is seen moving through the back of the cellar again, where Ogilvy turns around and watches Ray. Then a door falls closed and while Rachel sings her song, sounds of men fighting can be heard. A few minutes later, Ray appears again, cuddles Rachel and they fall asleep on the couch.

Ray is awakened several hours later by a high-pitched scream from Rachel, who's staring right onto a "snake camera." Rachel jumps from the couch and Ray grabs the axe earlier held by Ogilvy. Bashing away at the alien metal suddenly seemed a good idea because with about ten blows, Ray manages to almost sever the camera from the arm, which then withdraws itself. Ray then realizes that Rachel is missing and he runs upstairs as he can hear her scream.

Without thinking he opens the front door of the house, only to see that the entire area is covered with red roots; the aliens are clearly trying to turn Earth into a copy of their planet, indeed using the billions of human bodies as fertilizer. He dashes forward but is confronted with a Tripod. Just as it wants to grab Ray with one of its slender arms, Ray scurries into a pick-up truck, which is then picked up by the Tripod and rolled over a couple of times. Just when the slender arm wants to take Ray from the truck, Rachel is seen standing close to the truck and she screams. The slender arm then picks Rachel up and throws her into a container attached to the Tripod's head. While this happens, Ray runs over to an abandoned Army Hummer and finds a belt filled with grenades.

The aliens in the Tripod seem to have forgotten all about Ray as the Tripod moves away from the area, but Ray throws a grenade at it. The magnetic shield appears and the grenade goes off but doesn't damage the Tripod at all. The machine turns around and a slender arm grabs Ray; he is thrown into the container which holds Rachel and a bunch of other people. Just when Ray finds Rachel between the crying and panicked prisoners, a circular door below the Tripod's head and above the container slides open and a guy wearing an Army suit is pulled from the people kicking and screaming. The man disappears into the head and seconds later, another round of roots and blood is spewed from the front side of the Tripod. Almost immediately after, the door above the container opens again and a small slender arm appears, heading for Rachel. Ray jumps on top of Rachel and the arm takes Ray by the feet, pulling him up. Ray manages to grab the belt with grenades but just as he's about to disappear into the machine's head, another Army guy grabs his arm and screams at the others that they should help him pull Ray back. They succeed and as Ray lands head-first into the container's metal frame, he spits two pins from his mouth. The soldier sees the pins and screams "DUCK!", and the grenades go off inside the Tripod's head, which starts to disintegrate. The Tripod trips, ditches the container holding the people, and falls down.

The next scene sees Ray and Rachel moving up to the top of the ridge, only to find that the city they were expecting to find on the other end is completely gone. Only ruins and black smoke columns remain; the city is completely razed to the ground.

The almost final scene sees Ray and Rachel in a column of refugees as it enters what is left of Boston. They are accompanied by a group of soldiers and Ray sees red roots covering the streets and buildings - except for a bronze monument. The roots on it catch his eye and he moves closer to find that the roots on the base of the monument aren't red but gray and completely dried out. "What's happening to it, dad?" asks Rachel, and Ray says, "I don't know, it seems to be dying..."

Then he hears a rumbling sound and looks up, and sees a Tripod leaning against a half-destroyed skyscraper. Ray runs over to a soldier and asks him what happened to the Tripod. "I don't know what's up with them," he replies. "This morning their behavior suddenly became erratic, it's as if they've lost their mind. That one" - he points to the leaning Tripod - "just crashed into that building and stayed there."

Just then, a siren closeby wails and another Tripod appears from behind a large factory building. The soldiers quickly guide the refugees, including Ray and Rachel, into a subway. Ray watches the moving Tripod and squints as the machine's behavior seems out of the ordinary. It keeps on wailing, but the lights in front of the Tripod's head isn't blinding anymore and it sometimes seems to be losing power completely; the aliens piloting it also don't seem to know where they're going. Ray shouts at a nearby sergeant that there's something weird with the Tripod but the sergeant shouts back that he can't hear a thing because of the loud siren. Then Ray watches the Tripod again and suddenly opens his eyes wide. "Look at the birds!" he shouts at the sergeant, who rubs his ear and shouts "WHAT?! I CAN'T HEAR YOU!" back. Ray repeats his line a couple of times at the top of his lungs and then the sergeant turns around to see what Ray's pointing at. Just then the siren stops and Ray shouts, "Look at the birds!" A flock of ravens is shown taking a rest on top of the moving Tripod. "The shields! Their shields are down!" The sergeant quickly pieces 1 and 2 together and he calls for his soldiers to move up with their Javelin and Carl Gustav anti-tank missiles. They each fire a couple of missiles at the Tripod, which seems unable to do anything but try to scare off the soldiers using its siren. Then a Javelin missile explodes into the Tripod's head and the machine falls, crashing through the large factory building. As the dust settles, the soldiers and Ray slowly move closer to the Tripod's head, which is now on the ground, and a hatch in the front starts opening. A pink fluid comes gushing out through the hatch, after which slender alien fingers appear. After that follows an arm and the camera pans up to show the head of an alien, which lets out a small, high-pitch scream filled with hatred. Then the head drops and the alien is dead.

The final scene shows Ray and Rachel walking up to the house of Rachel's mom's new husband, and both he and she are alive and well. Rachel runs into her mom's hands and in the door opening stands Robbie, his clothes blackened and torn, but alive. Ray and Robbie hug and Ray then looks into the distance.

The epilogue shows a top-down view of an unnamed, half-destroyed city, littered with fallen Tripods, and while the camera zooms in on a gray tree branch with drops of water on it, a narrator's voice-over by Morgan Freeman says, "The aliens' machines were invulnerable to our weapons and technology. But the moment the aliens started breathing our air, drinking our water and eating our food, they were finished."

The epilogue ends with images of bacteria inside the drops of water.

Provided by GEENOR of Genetic Engineering
Tom Cruise goes from New York to Boston. In the meantime, aliens attack and kill people. As soon as Tom is in Boston the aliens die; killed by micro-organisms (not by humans).

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