• WARNING: Spoilers

    In this prequel to Transmorphers, taking place in 2009 - three hundred years prior to the events of the first film, the film opens with a narrator telling the audience how the government knew what was happening, which everyone would come to know.

    The first action scene involves a woman in California driving recklessly while arguing over her cell phone. Police chief Ryan Hadley (Bruce Boxleitner) pulls her over and gives her a warning. The man calls her back, but she tells him off and throws the phone down; the phone then transmorphs into a robotic spider and kills her.

    At Edwards Air Force Base, an NSA woman informs her superior Sergeant Monroe (Jack Goldenberg) about their interception of a signal.

    In Los Angeles, a woman named Jo Summers (Jennifer Rubin) complains about the lack of public transportation while buying a coffee. She is shocked to read of the death of the woman from the car in the newspaper.

    In the Kern County Morgue, the mayor and police are baffled by the wound that killed the driver. Madison (Alana DiMaria) arrives home to discover her television is out. A repairman named Jake (Shane Van Dyke) is called to fix the television, who happens to be an old friend of Madison who hasn't seen her since he returned from the war. Jake is shocked when the satellite dish transmorphs into a robot. He runs inside to warn Madison and her family to leave, but when he goes out to check for the robot it is gone. Summers arrives to investigate the death of the driver. The NSA arrive and ask Summers to go with her. She advises Ryan to find the missing phone of the driver.

    At a local parking garage, man is driving a black SUV when his GPS warns him he has five seconds to exit the vehicle. It shoots him with a laser in the forehead and the body is dumped, the SUV driving off by itself. Ryan then arrives to find Madison and Ryan and hears their story. He takes them in his car to look for the cell phone. Ryan is then called to the scene of the SUV driver's body. A young boy tells Ryan that the empty car did it and drove away. Ryan picks up the first driver's cellular phone from the coroner's office. He then intercepts the SUV, which tries to ram him. When Ryan pulls the SUV over, they are jumped by the satellite robot. They drive away, but are chased by the SUV, who also transmorphs into a robot.

    The machines invoke a cybernetic revolt, using their advanced technology to destroy the opposition posed by the world armies and thus quickly seize control of the Earth.

    After surviving an assault an avoiding the destruction elsewhere on Earth, the small group learn that the aliens are changing the water and the atmosphere to tend to their own needs. This is learned by a surviving soldier who claims that this information rose when Russia captured and tortured one of the machines. They manage to salvage explosives and destroy one of the terraforming devices changing the Earth. However, this has a negative effect: releasing toxic chemicals into the atmosphere, giving birth to eternal night and storms to which the machines have adapted, and what is left of mankind takes refuge underground.

    The narration begins again, revealing itself to be a message to a growing resistance against the invading aliens. Such a resistance appears in Transmorphers.