Hunter Carson plays David Gardner, the young protagonist who witnesses strange occurrences in his small town and tries to convince others that the adults are being controlled by aliens.
Karen Black portrays Linda Magnusson, a teacher who becomes involved in the investigation when David tries to seek help and understand the mysterious happenings in his neighborhood.
Timothy Bottoms takes on the role of George Gardner, David's father who becomes one of the first victims to fall under the control of the alien invaders.
Laraine Newman plays Ellen Gardner, David's mother who also falls under the influence of the alien beings, causing distress and confusion within the family.
James Karen portrays Gen. Climet Wilson, a military officer who becomes involved in the investigation when the alien presence is confirmed and poses a threat to national security.
Bud Cort appears as Mark Weinstein, a scientist who assists in uncovering the alien plot and strategizing a plan to stop the invasion.
Louise Fletcher portrays Mrs. McKeltch, a sinister school nurse who becomes one of the alien-possessed individuals and poses a threat to David's safety.
Eric Pierpoint plays Sgt. Maj. Rinaski, a military officer who works alongside Gen. Wilson to combat the alien threat and protect the town from further invasion.
Christopher Allport portrays Captain Curtis, a soldier who joins the mission to confront the alien invaders and prevent them from taking control of the entire population.
Virginya Keehne appears as Heather, a young girl who crosses paths with David and becomes an ally in the fight against the extraterrestrial forces.
Kenneth Kimmins plays Officer Kenney, a local police officer who becomes involved in the investigation and helps in maintaining order as chaos spreads throughout the town.
Charlie Dell portrays Mr. Cross, a teacher at David's school who becomes one of the alien-controlled adults and poses a danger to the remaining uninfected individuals.
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