During an alien invasion of Earth, the entire population of Earth is seemingly decimated. Heath, a trucker, loses his entire family with the exception of his wife, Charlotte. The couple join a handful of survivors seeking refuge in the bomb shelter of a neighbor named Pete Timberson, where they are caught in the crossfire of a skirmish between a race of humanoid amoeba called the Dressites and a race of robots called the Tetaldians. Heath rallies the survivors to fight the invaders, and show them the meaning of the word "Fear", and thus, the Fear Agents are born. The Fear Agents scavenge advanced weaponry from defeated soldiers on both sides of the conflict, including rocket packs, powerful energy weapons, and conveyances that permit interstellar space travel and teleportation through wormholes. The Fear Agents amass an army of survivors and invade the Dressite base on the Moon. As this occurs, the Fear Agents on Earth discover one of their own is a traitor who used the wormhole teleportation technology to lead the Dressites to the Moon base, allowing them to set a trap with which they eradicate the agents invading the base. Heath is left believing that he is one of a few remaining resistance members.