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| Campbell Scott | Dr. Karel Lamonte, Atomic Scientist |
| Fiona Loewi | Sandy Fawkes, Motel Owner |
| Tom Everett Scott | Guy Fawkes, Sandy's Bro |
| Hardee T. Lineham | Officer Gayle |
| Bernard Behrens | Mayor Claire, Exceptional Vista |
| Nigel Bennett | Michel O'Shea |
| Elisa Moolecherry | Chris Marlowe |
| Peter Donaldson | Kim Hickey |
| Ron Gabriel | Leslie Binkley, General Store |
| James Allodi | Deputy Dana |
| Maggie Butterfield | Mrs. Shelley Bathgate |
| Robert Bockstael | Jan Bathgate |
| Lorry Ayers | Pat aka Saris |
| Steve Lucescu | Creature #1 |
Dr. Karel Lamonte is an atomic scientist visiting the small Canadian town of Exceptional Vista. A meteor hits the town, which has recently lost its main source of revenue, and people start disappearing. While in a bar, Karel meets several locals, including Sandy Fawkes, who takes him back to her motel, where he meets her brother . As Karel falls in love with Sandy, he must save the town from corpse-eating aliens.
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