Melanie and Wanda argue about running away to find Melanie’s brother Jamie (Chandler Canterbury) and boyfriend Jared (Max Irons). Their dispute ends up in a car accident, whereupon Melanie forces Wanda to strike out across the desert on foot in hopes of locating them. They do encounter a small band of resistors to the takeover, one of whom is Uncle Jeb (William Hurt). Some are hostile toward her because, although she looks the same as always, she has the telltale eyes of those who have been treated with soul insertion, so is a liability. Fortunately, Uncle Jeb still sees her as family, and as head of the clan, he can insist that she stay with them. Jeb has built an elaborate cave that is hidden from the outside, but large enough to grow fields of wheat inside.
Conflicts among clan members and between them and the Seekers chasing them keep the excitement going, fueled further by Wanda being attracted to Ian (Jake Abel), while Melanie is still in love with Jared. In the end, a difficult choice has to be made, and the issue of Melanie/Wanda is resolved.
Although this is primarily an entertainment film, it does present a philosophical struggle. The aliens are peaceful and eschew violence (excluding occupying another planet, of course), at least within their own ranks. They tend to be nice, polite, and follow orders. The film seems to be saying that in order to have that kind of society, people must give up much of their individual identities and submit to external controls. Having more freedom allows for more conflict—as in Jeb’s clan. (Although it’s not a democracy, says Jeb to those who think it is; he tells them it’s a benevolent dictatorship). In the end, Wanda demonstrates that she has learned something from the experience by coming up with a plan that will promote peace. Grade: C+