After it is known that the faculty at an Ohio school are really aliens who plan to take over the world, an unlikey group of students try to come up with a way to stop them. The cast is filled, once again, with young studs and studettes. You can find most of these actors/actresses on any teen soaps or on a 90210 episode. But crews like this work really well in films like this one.

The script is smartly written by Williamson and offers a few twists and turns along the way. It's one of those guessing movies, where you try to figure out who's an alien and who isn't. The movie makes many references to other directors and movies. Some of the notable ones are Steven Spielberg, George Lucas, INDEPENDENCE DAY, and MEN IN BLACK.