In this remake of the classic 50s SF tale, a boy tries to stop an invasion of his town by aliens who take over the the minds of his parents, his least-liked schoolteacher and other townspeople. With the aid of the school nurse the boy enlists the aid of the U.S. Marines.

• The Cannon Group
• Golan-Globus Productions
• Hunter Carson
• Karen Black
• Timothy Bottoms
• Laraine Newman
• James Karen
• Bud Cort
• Louise Fletcher
• Eric Pierpoint