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| Tom Cruise | Ray Ferrier |
| Dakota Fanning | Rachel Ferrier |
| Miranda Otto | Mary Ann |
| Justin Chatwin | Robbie |
| Tim Robbins | Harlan Ogilvy |
| Rick Gonzalez | Vincent |
| Yul Vazquez | Julio |
| Lenny Venito | Manny the Mechanic |
| Lisa Ann Walter | Bartender |
| Ann Robinson | Grandmother |
| Gene Barry | Grandfather |
| Morgan Freeman | Narrator |
| David Alan Basche | Tim |
| James DuMont | Well-Meaning Father |
| Daniel Franzese | National Guardsman |
| Travis Aaron Wade | War of the Worlds Soldier |
| Ambi Daniel | Refugee (uncredited) |
| Mariann Mayberry | Mother |
Dockworker Ray Ferrier struggles to build a positive relationship with his two children, Rachel and Robbie . When his ex-wife, Mary Ann, drops them off at Ferrier's house, it seems as though it will be just another tension-filled weekend. However, when electromagnetic pulses of lightning strike the area, the strange event turns out to be the beginning of an alien invasion, and Ferrier must now protect his children as they seek refuge.
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