After an alien spacecraft lands in a small town in California as the passengers plan to take over the world.
First they inhabit beautiful lusty trio of nurses known as the candy stripers by turning them into sexual predators with a sweet tooth for candy.
They seduce the male employees and patients there and then they web them up.
Meanwhile three highschool injured basketball players discover that the hospital is too quiet and the candy stripers react to them strangely.
Suddenly they all realise that they are all alone there after they discover the candy stripers are aliens and try to escape before they end up dead like the rest of the people there or having their girlfriends who visited them there inhabited into one of them.

There's a nice impressive beginning on this flick revealing two girls on a drive and then spotting a broken up vehicle on the side of the road and they check it out which certainly gives it that old fashioned drive-in horror film feel to it and supposed to keep you in suspense on what might happen here as well as the suggested jumping scene's when we spot on what happens especially with one of these girls being blind which adds a nice touch to the story on being a perfect victim in the film.
We spot alot of corney one liners with the main characters Matt and Joey playing basketball against the bullying jocks which doesn't look natural on mean kids but yet can still look mildly entertaining nevertheless.
An interesting moment with some candy striper nurses going towards one of the others named Laurie and trying to kiss her as well as spottting a slimy object coming out of their mouths which looked really effective and nicely put into the horror story. Definetely another moment borrowing from those classic horror flicks that we all remembered watching at one point or another.
Nice interactions and sarcasm coming from both Matt and Joey while they're in the hospital together as it comes off nicely and energetic too.
A perfect twisted moment with one of the candy stripers making out with one of the employees as this was nicely focused as well as spotting a weird web object on the person they are seducing as well as a operfect creepy shot on a victim webbed up in a closet of the room which looked perfectly done and can please the horror/sci-fi fans for sure.
Many comedic situations when we spot the candy stripers stuffing their faces with donuts at a shop or gorging out on candy near a nurse's desk as well as one of them taking a candy away from a child which draws in that these people aren't human anymore. Also leaves a sickness that they aren't eating in moderation and hyped on sugar. Yuck!
A perfect dark and creepy moment when Laurie comes intot he room and makes out that she's going to seduce Joey as well as neat effects on a clawing monstrous hand aiming towards him as well as Matt freaking out and trying to do something to stop his friend from being a victim. Plus a good moment with a nurse coming in and suddenly things are back to normal and acting ignorant not believing on what has happened which is another perfect draw in to the horror story that we wait to find out what happens later on.
Alot of good moments when the gang tries to find some way on leaving the hospital as we spot the hallway walls filled with the stuff the candy stripers spray on people as this was nicely done. Plus there's a good moment with the staff preventing anyone from leaving and then horrifying things start to happen with the candy stripers attacking which packs the punch into the situation.
There's many nice suspenseful moments with the friends trying to find a way to escape from the madness as well as spotting shocking situations when one of the candy stripers like Laurie attacks someone in a good horror violence type of fashion. Plus we spot more corny moments with two of the stripers arguing over wanting the head doctor at the hospital and him suggesting a threesome and then one of them killing him. Certainly not something that you'd see in a serious plotline for sure.
A neat moment when the friends are down in the basement of the hospital and find a pool full of smoke with those alien types of objects being born as well as a neat gruesome effects shot on someone being attacked while looking over the object. Certainly more classic horror tributes while spotting this as well as Joey still craving for sweets and knowing on what's going on behind the object they find. For sure leaves a mystery that he is turning into one of them.
We see a cheesy moment with Krystal trying to get lustful towards Matt as there's a clue that she might have turned but it looks very unnatural by what we spot here and not creepy at all and more silly to watch.
Nice energetic moments between both Krystal and Cherie fighting against one another as well as Matt trying to figure out on who's the one that has turned which is a rteal brainteaser to watch.
Bottom line is that this was a fun Z-grade film but by no means was it scary or meant to be taken seriously either. It's creative in many corny ways having gorgeous female aliens trying to invade the world.
To me this film was like a spoof on Invasion of the Body Snatchers and is worth watching if youre in the mood for a trashy party flick otherwise tyou'd want to skip this one. A type of film that David DeCoteau would do for sure.

The acting is in average shape but not too terrible. Brian Lloyd (Matt) really proved to be a worthy character actor as an outsider but an outgoing one whom acts full of life and knew on how to take things lightly. He just rolled with the punches as well as being perfectly alerted whenever he had to behave this way. Seemed to do well by being cautious too and comes across perfectly as the wise type too. Also had the perfect guy next door type of good looks too which works in his favor as well.
Tori White (Cherie) seems to be the best out of all the cast with her character and stands out as well. Has a perfect bubbliness to her personality as well as showing nice timing with her sarcasm and goofy expressions whenever she needed to be this way. Shows off some perfect adrenaline with her aggressions when the suspense piles up too. Also had a nice tough as nails attitude whenever she needed to do this and was good in her blocking while performing a fighting scene. Was another nice character with the person behind the brains too.
Deanna Brooks (Janine) does a nice job as one of the head candy striper in which she does a good job by acting emotionally upset and then lashes out and shows a good slick and evil lustful behavior too. Was well alerted in her presence and does the trick by being forceful too. She came across as believeably mysterious.
Nicole Rayburn (Krystal) however seemed to lack a bit with her characteristics but yet comes across as one of those beautiful looking whiney bimbo's. She got on my nerves whenever she spoke and seemed too over the top. Showed the odd energy though when she got into a violent rage but that was about it.
William Edwards Jr. (Joey) knew his stuff as one of the clowning types whom shows off a perfect sarcatic type of behavior and knew on how to act like a convincing goofball. Was believeable by being flirtatious or coming across as a womaniser. Plus does a good job while acting obsessive for sweets or acting totally out of it offering a nice versatality into his part. He didn't seem to let any of his characteristics down at all and showed some good spunk into everything that he did.
Serria Tawan (Laurie) was another perfect candy striper who stood out the most within her role as she came across as someone who seemed mellow and showed a nice versatality by offering a good lustful behavior when she changed acting perfectly forceful as well as showing off some good energy with her vicious atttiude. Just really got into whatever she did and was a ball of wild energy.
Kevin Thomas Fee (Brian) does the trick as one of those arrogant types of jocks in which he knew on how to behave closedmindedly and showing off a perfect harsh attitude. Plus does well while getting anxious when the terror strikes around him. Yes he has some decent timing within everything that he did for his characteristics.

A blonde female alien performs topless wearing nothing but her panties during a make out sequence while planning to web a male employee.
A black female alien unbuttons her top fully exposing her breasts.

An alien woman is bloodily shot in the head but it looks totally phony.
Another alien woman rips out the heart of a male employee in a hospital in an elevator.
A guy's crotch is bitten off (Totally gross).
A female aliens face is torn off and then burned alive.

Vincent Gillioz puts the right touches with his music in this film for a Z-grader like this not making it sound too typical either. Some good classical low trombone playing which sounded powerful as well as hearing alot of the chiming sounds which adds to the mysterious and creepy plot to everything. Also we hear some swooping and other kinds of hissing sounds making other situations sound effective. Also alot of high pitched sounds and hissing sounds which works in nicely like in most horror flicks. Some good classical suspenseful violin sounds.

We have a great soundtrack by the artists of:

Moaning Lisa with "Gone Hollywood" and "Come Undone"
Dozers with "Shuga"
Gia Ciambotti with "What's the Cure"
Don Plance, John Gillies, Tom Bethke and Randy Crenshaw with their closing credit song "Lick Me Twice" as you''d think that KISS rocker Gene Simmons was doing the vocalising on the number.