Invading aliens are taking over the brains of folks in a small town. The head leech is a wad of black tinfoil with a couple of white thumbtacks for eyes. Others are spidery-like rubber things pulled along by strings.
| Actor | Role |
|---|---|
| PPaul JonesDr. John Hayes | Dr. John Hayes |
| MMarcia ScottSusan | Susan |
| RRay StarrRusty Fender | Rusty Fender |
| JJennifer KnightRose | Rose |
 Fred Olen RayTom (as Brian Wolfe) | Tom (as Brian Wolfe) |
 Brad LinaweaverBilly Johnson | Billy Johnson |