When Environmental Protection Agency inspector Steve Malone travels to a remote military base in order to check for toxic materials, he brings his family along for the ride. After arriving at the base, his teenage daughter Marti befriends Jean Platt, daughter of the base's commander, General Platt. When people at the base begin acting strangely, Marti becomes convinced that they are slowly being replaced by plant-like aliens.
Cast
Terry Kinney
Steve Malone
Meg Tilly
Carol Malone
Gabrielle Anwar
Marti Malone
Reilly Murphy
Andy Malone
Billy Wirth
Tim Young
Christine Elise
Jenn Platt
R. Lee Ermey
General Platt
Kathleen Doyle
Mrs. Platt
Forest Whitaker
Major Collins
G. Elvis Phillips
Pete
Stanley Small
Platt's Aide
Tonea Stewart
Teacher
Keith Smith
Soldier Gas Station
Winston E. Grant
Gas Attendant
Phil Neilson
MP Gate Captain
Timothy P. Brown
MP #1
Thurman L. Combs
MP #2
Sylvia Small
Soldier #1
Adrian Unveragh
Red
Johnny Lee Smith
Neighbor
Allen Perada
MP #3
Candice Orsini
Medic
Marty Lyons
Man in Infirmary
Rick Kangrga
MP #4
Michael Cohen
MP #5
Kimberly L. Cole
Pod Soldier
James P. Monoghan
G.I. #1
Craig Lockhart
G.I. #2
Darien Taylor
Alien Woman
Barney Burman
Pod Person (uncredited)
J.D. Walters
Marine Pilot (uncredited)
Crew
Abel Ferrara
Director
Nicholas St. John
Screenplay
Dennis Paoli
Screenplay
Stuart Gordon
Screenplay
Larry Cohen
Screenstory
Raymond Cistheri
Screenstory
Jack Finney
Novel
Anthony Redman
Editor
Bojan Bazelli
Director of Photography
Drew Ann Rosenberg
First Assistant Director
Robert J. Wilson
First Assistant Director
Michael Neumann
Second Assistant Director
Noga Isackson
Second Assistant Director
David Larson
Second Second Assistant Director
Robert H. Solo
Producer
Kimberly Brent
Associate Producer
Michael Jaffe
Co-Producer
Peter Jamison
Production Design
George Mooradian
Camera Operator
Ferne Cassel
Casting
Tonya S. Holly
Casting
Margaret Mohr
Costume Design
Cydney Cornell
Hair Department Head
Joe Cuervo
Makeup Artist
Phil Neilson
Second Unit Director
Jake Garber
Special Effects Makeup Artist
Barney Burman
Special Effects Makeup Artist
Robert Hall
Special Effects Makeup Artist
Brian Penikas
Special Effects Makeup Artist
Joe Delia
Original Music Composer
Linda Spheeris
Set Decoration
G.A. Aguilar
Stunts
Peter Bucossi
Stunts
Kurt Johnstad
Best Boy Grip
Jack Clements
Unit Production Manager
John G. Wilson
Unit Production Manager
Thomas R. Burman
Makeup Effects
Bari Dreiband-Burman
Makeup Effects
John Huke
Art Direction
Matt Marich
Other
