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| Shawnee Smith | Meg Penny |
| Kevin Dillon | Brian Flagg |
| Donovan Leitch | Paul Taylor |
| Ricky Paull Goldin | Scott Jeske |
| Billy Beck | Can Man |
| Candy Clark | Fran Hewitt |
| Joe Seneca | Seneca |
In a tiny California town, high school students Brian, Meg and Paul discover a strange, gelatinous substance that melts the flesh of any living creatures in its path. The deadly substance gets into the town's sewer system, where it begins growing uncontrollably, occasionally emerging to feast on unsuspecting townspeople. A military clean-up crew is sent to eliminate the menace, but it may end up doing more harm than good.
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