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| Eric Balfour | Jarrod |
| Scottie Thompson | Elaine |
| Brittany Daniel | Candice |
| Crystal Reed | Denise |
| Neil Hopkins | Ray |
| David Zayas | Oliver |
| Donald Faison | Terry |
| Robin Gammell | Walt |
| Tanya Newbould | Jen |
| J. Paul Boehmer | Colin |
| Phet Mahathongdy O'Donnell | Airplane Mom/Bartender |
| Byron McIntyre | Limo Driver |
| Jackie Marin | Girl in Pool |
Jarrod and Elaine take a trip to Southern California to visit his friend, Terry, for a fun getaway, but it turns into a weekend of terror. During the night a cluster of strange, mesmerizing lights signals the arrival of an alien invasion. As thousands of terrified people are pulled into the maws of giant alien ships, Jarrod and his companions must use every skill they have to survive global genocide.
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