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
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
