The EPA sends Steve Malone (Terry Kinney) to a military base in Alabama for a month. He brings along his daughter Marti (Gabrielle Anwar), his second wife Carol (Meg Tilly) and their son Andy. Marti is scared by a soldier who tells her that "They get you when you sleep". She befriends base commander (R. Lee Ermey)'s wild daughter Jenn Platt (Christine Elise). She falls for chopper pilot Tim Young (Billy Wirth). There are strange things happening and Maj. Collins (Forest Whitaker) asks Steve if it could be chemical toxins. Military personnel delivers mysterious boxes to the Malones. Carol is the first to turn.

The major drawback is that the premise is known to everybody. There is no surprises except for the sci-fi uninitiated. The bathtub scene is pretty good although it's nothing shocking. This is a solid execution. The army base location is pretty good. Body snatchers can be camouflaged by being stoic soldiers and they are pretty creepy. There is nothing wrong with this version but it adds nothing new to the idea.