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One night, young David McLean sees a spaceship crash into a nearby sandpit. His father goes to investigate, but comes back changed. Where once he was cheerful and affectionate, hes now sullen and snarlingly rude. Others fall into the sandpit and begin acting like him: cold, ill-tempered and conspiratorial. David knows that aliens are taking over the bodies of humans, but hell soon discover there have been far more of these terrible thefts than he could have imagined. The young doom-monger finds some serious help in a lady doctor and a brilliant astronomer. Soon they meet the aliens: green creatures with insect-like eyes. These beings prove to be slaves to their leader: a large, silent head with ceaselessly shifting eyes and two tentacles on either side, each of which branches off into three smaller tentacles. Its up to the redoubtable earth trio to stop its evil plans.
Little David MacLean has a problem--all the adults in town begin acting strangely shortly after he sees strange lights settling behind a hill near his home. As more and more adults are affected, he must turn to the pretty Dr. Blake for protection. Eventually, he must confront his fears in the unusual conclusion.
Helena Carter
Dr. Pat Blake
Arthur Franz
Dr. Stuart Kelston
Jimmy Hunt
David MacLean
Leif Erickson
Mr. George MacLean
Hillary Brooke
Mrs. Mary MacLean
Morris Ankrum
Col. Fielding
Max Wagner
Sgt. Rinaldi
William Phipps
Sgt. Baker
Milburn Stone
Capt. Roth
Janine Perreau
Kathy Wilson
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Mrs. Wilson
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Kelston's Secretary
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Brainard - Wilson's Aide
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Old Cop Blaine Who Vanishes
Tommy Cottonaro
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