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| George Sanders | Gordon Zellaby |
| Barbara Shelley | Anthea Zellaby |
| Michael Gwynne | Alan Bernard |
| Laurence Naismith | Doctor Willers |
| John Phillips | General Leighton |
| Richard Vernon | Sir Edgar Hargraves |
| Jenny Laird | Mrs. Harrington |
| Richard Warner | Harrington |
| Thomas Heathcote | James Pawle |
| Alexander Archdale | The Coroner |
| Martin Stephens | David Zellaby |
| Charlotte Mitchell | Janet Pawle |
| Rosamund Greenwood | Miss Ogle |
| Bernard Archard | Vicar |
| Susan Richards | Mrs. Plumpton |
| Pamela Buck | Milly Hughes |
| John Stuart | Professor Smith |
| Sarah Long | Evelyn Harrington |
| Peter Vaughan | P.C. Gobby |
| Robert Marks | The Village Children |
| Billy Lawrence | The Village Children |
One day the peaceful village of Midwich is cast into a mysterious sleep for several hours, but with no obvious consequences, until soon all the women of child-bearing age turn out to be pregnant. Their children are all born at the same time, and grow quickly into very spooky young people, with strange white-blonde hair and eerie eyes.
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