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In the midst of a frantic evacuation effort in the hours preceding a predicted earthquake, True World Forces agent Weed (Stephen Baldwin) and his partner, Payne (David Rasche), must secure a bizarre alien spacecraft suspected to have crashed somewhere in The City. But after Weed meets the ship's pilot -- the beautiful shape-shifting Amelia (Bai Ling) -- he finds himself falling for her. And, as the two grow close, Weed struggles to determine where his true loyalties lie.