At approx. 12:30 AM I was outside having a smoke, when I noticed 3 bright lights in the sky. I noticed the first light which was the furthest away and estimated at 1/4 of a mile away from me and 250 FT up. i noticed the second and third lights nearly 20 minutes later and much much closer. The first light was moving erratically and in what seemed to be, random directions. As i watched light A moving up and down, i saw lights B and C about 300 Ft. away from where i was standing. they moved in unison and hovered up and down above the tree line. as i watched them lose and gain altitude the dropped to the ground. being near an airfield where they test and fly planes and air-crafts of all sizes, and have a very static flight path, these lights seemed highly abnormal. Also the planes leaving the air strip didn't follow there normal flight plan. As i watched light B and C land i noticed something even more peculiar, there was something exiting lights B and C. The lights where behind the tree line and whatever was exiting was quite large, even from a far distance. It seemed to be about 8 or 9 feet tall, with 2 large blue lights either above its head or on its face. the oddest thing was watching this THING effortlessly move from lights B and C, going back and forth. I was terrified, but wait it gets even worse, as i looked over to light A i noticed it was much much closer and the fact that it wasn't moving any longer was worse. I was shaken to say the least. So i when back indoors. The next morning the area where this happened had a large semi truck parked and was coned off.