
87 minutes
6/9/1993
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.

Terry Kinney
as Steve Malone

Meg Tilly
as Carol Malone

Gabrielle Anwar
as Marti Malone

Reilly Murphy
as Andy Malone

Billy Wirth
as Tim Young

Christine Elise
as Jenn Platt

R. Lee Ermey
as General Platt

Kathleen Doyle
as Mrs. Platt

Forest Whitaker
as Major Collins
G. Elvis Phillips
as Pete
Stanley Small
as Platt's Aide

Tonea Stewart
as Teacher
Keith Smith
as Soldier Gas Station
Winston E. Grant
as Gas Attendant

Phil Neilson
as MP Gate Captain

Timothy P. Brown
as MP #1
Thurman L. Combs
as MP #2
Sylvia Small
as Soldier #1
Adrian Unveragh
as Red
Johnny Lee Smith
as Neighbor
Allen Perada
as MP #3
Candice Orsini
as Medic
Marty Lyons
as Man in Infirmary
Rick Kangrga
as MP #4
Michael Cohen
as MP #5
Kimberly L. Cole
as Pod Soldier
James P. Monoghan
as G.I. #1
Craig Lockhart
as G.I. #2
Darien Taylor
as Alien Woman

Barney Burman
as Pod Person (uncredited)
J.D. Walters
as Marine Pilot (uncredited)