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
