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|Karen Black||Linda Magnusson|
|Hunter Carson||David Gardner|
|Timothy Bottoms||George Gardner|
|Laraine Newman||Ellen Gardner|
|James Karen||Gen. Climet Wilson|
|Bud Cort||Mark Weinstein|
|Louise Fletcher||Mrs. McKeltch|
On the night of a meteor shower, young David Gardner sees an alien spacecraft land in a sand quarry behind his house. This is the beginning of an alien invasion that sees David's parents (George and Ellen Gardner), his teachers and the townspeople slowly assimilated by the alien lifeforms, returning with less emotions. The only one who believes David is the school nurse, Linda Magnuson. Together, David and Linda enlist the aid of the U.S. Marines to help save the world. The film ends when David realizes that everything that has happened was a dream. He tells his parents what happened, and wonders if his dream will become a nightmare, especially when the alien spacecraft begins to land, and David witnesses something that terrifies him so much that he begins screaming, but remains unseen to the audience.