Terry Kinney portrays Steve Malone, the concerned father who uncovers the alien conspiracy in his town.
Meg Tilly plays Carol Malone, Steve's wife, who becomes increasingly disturbed by the eerie happenings around them.
Gabrielle Anwar takes on the role of Marti Malone, Steve and Carol's teenage daughter who becomes entangled in the alien plot.
Reilly Murphy is Andy Malone, the young son of Steve and Carol, who is also affected by the extraterrestrial menace.
Billy Wirth portrays Tim Young, a rebellious teenager who teams up with the Malone family to fight back against the alien invaders.
Christine Elise plays Jenn Platt, a high school student who joins forces with the Malones in their fight against the alien threat.
R. Lee Ermey embodies the character of General Platt, a military officer who must confront the alien infiltration in the town.
Kathleen Doyle takes on the role of Mrs. Platt, the wife of General Platt, who also becomes a target of the alien invaders.
Forest Whitaker portrays Major Collins, a military figure who becomes involved in the battle against the alien presence.
G. Elvis Phillips plays Pete, a local resident who witnesses the mysterious occurrences in the town.
Stanley Small appears as Platt's Aide, a supporting character who assists General Platt in his efforts to combat the alien threat.
Tonea Stewart takes on the role of Teacher, an educator who faces the challenge of the alien invasion in her community.
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