A good alien from a dying race must impregnate an Earth woman to avoid extinction of his race. A bad alien whose race helped wipe out good alien's race doesn't want to see this happen.
| Directing | Mark Rosman | Director |
| Writing | Mark Rosman | Writer |
| Production | Jon Kramer | Executive Producer |
| Production | David Newlon | Executive Producer |
| Production | Lisa Richardson | Producer |
| Sound | Todd Hayen | Music |
| Camera | Gregory Middleton | Director of Photography |
| Editing | Joseph Gutowski | Editor |
| Art | Eric Norlin | Production Design |
| Art | Walter Ockley | Art Direction |
| Art | Michael Webb | Set Decoration |
| Costume & Make-Up | Barb Nixon | Costume Design |
| Costume & Make-Up | Dana Hamel | Makeup Artist |
| Sound | Paul Ratajczak | Sound Supervisor |
| Sound | Paul Ratajczak | Sound Re-Recording Mixer |
| Crew | Marc Akerstream | Stunt Coordinator |
| Crew | Fiona Roeske | Stunts |
| Crew | Rick Pearce | Stunt Coordinator |
| Crew | Trish Schill | Stunts |
| Crew | Rob Wilton | Stunts |
| Crew | Darryl Scheelar | Stunts |
| Crew | Gerald Paetz | Stunts |
| Crew | Brad Loree | Stunts |
| Crew | Owen Walstrom | Stunts |
| Crew | Mike Crestejo | Stunts |
| Crew | James Bamford | Stunts |
| Crew | Garvin Cross | Stunts |
| Crew | Mark Aisbett | Stunts |
| Crew | Scott J. Ateah | Stunts |
| Lighting | George Campbell | Gaffer |
| Crew | Allen Benjamin | Special Effects Coordinator |
| Costume & Make-Up | Diana Davison | Makeup Artist |
| Costume & Make-Up | Jarmen Janeza Benjamin | Special Effects Makeup Artist |
| Costume & Make-Up | Jullin Hadden | Key Hair Stylist |
| Production | Abra Edelman | Casting |
| Production | Elisa Goodman | Casting |
| Crew | Brett Armstrong | Stunts |