When Environmental Protection Agency inspector Steve Malone travels to a remote military base in order to check for toxic materials, he brings his family along for the ride. After arriving at the base, his teenage daughter Marti befriends Jean Platt, daughter of the base's commander, General Platt. When people at the base begin acting strangely, Marti becomes convinced that they are slowly being replaced by plant-like aliens.
| Art | John Huke | Art Direction |
| Writing | Jack Finney | Novel |
| Writing | Stuart Gordon | Screenplay |
| Writing | Dennis Paoli | Screenplay |
| Writing | Nicholas St. John | Screenplay |
| Costume & Make-Up | Margaret Mohr | Costume Design |
| Production | Robert H. Solo | Producer |
| Editing | Anthony Redman | Editor |
| Directing | Abel Ferrara | Director |
| Production | Ferne Cassel | Casting |
| Sound | Joe Delia | Original Music Composer |
| Camera | Bojan Bazelli | Director of Photography |
| Art | Peter Jamison | Production Design |
| Art | Linda Spheeris | Set Decoration |
| Production | Kimberly Brent | Associate Producer |
| Costume & Make-Up | Cydney Cornell | Hair Department Head |
| Costume & Make-Up | Joe Cuervo | Makeup Artist |
| Production | Michael Jaffe | Co-Producer |
| Production | Tonya S. Holly | Casting |
| Writing | Larry Cohen | Screenstory |
| Writing | Raymond Cistheri | Screenstory |
| Costume & Make-Up | Barney Burman | Special Effects Makeup Artist |
| Crew | Thomas R. Burman | Makeup Effects |
| Crew | Bari Dreiband-Burman | Makeup Effects |
| Costume & Make-Up | Jake Garber | Special Effects Makeup Artist |
| Costume & Make-Up | Brian Penikas | Special Effects Makeup Artist |
| Costume & Make-Up | Robert Hall | Special Effects Makeup Artist |
| Art | Matt Marich | Other |
| Production | Jack Clements | Unit Production Manager |
| Production | John G. Wilson | Unit Production Manager |
| Directing | Noga Isackson | Second Assistant Director |
| Directing | David Larson | Second Second Assistant Director |
| Directing | Phil Neilson | Second Unit Director |
| Directing | Michael Neumann | Second Assistant Director |
| Directing | Drew Ann Rosenberg | First Assistant Director |
| Directing | Robert J. Wilson | First Assistant Director |
| Crew | G. A. Aguilar | Stunts |
