A dysfunctional family moves to a military base for the summer so one of them named Steve Malone (Terry Kinney) who is an EPA inspector can inspect some toxic products.
His daughter named Marti (Gabrielle Anwar) encounters a soldier at the gas station washroom and advises her to not sleep, because they get you when you sleep. She just thinks that he's a nutcase and carries on to what she is doing at the base.
She runs into a wild teenager named Jean Platt (Christine Elise) , the daughter of the general in charge of the base, and the helicopter pilot Tim Young (Billy Wirth). Both to whom she became very fond of but her father disapproves of them after she comes home late as well as catching her drinking underage which makes things sticky for the two of them.
The two of them encounter the locals there acting very strangely especially the youngest son named Andy (Reilly Murphy) after his strange incident in pre-school thinking that everyone there is bad.
Andy encounters his mother dying and a clone of her appears in front of him but no one believes him when he tells his family that his Mom is dead.
But suddenly, both Steve and Marti are in for a deadly surprise once they fall asleep to what Mommy has planned for both of them.

We spot a fairly suspenseful scene with a character as a solider gas station attacking the lead character Marti Malone in a gas station washroom only to warn her about the dangers but it looked fairly amusing.
There is a real strange moment with a pre school teacher instructing the children to hold up their artwork and a good shot on the pictures too which is of course the same artwork.
A good shot on a child named Andy Malone running away and has a good brief discussion with Tim Young about him running away from bad people.
Perfect shots on the locals picking up some pods in a swampy looking marsh.
We have a realistic dysfunctional discussion between Marti and Steve having an argument about her being late and drinking.
A nice shot on Andy pouting when Carol tells him to go to bed and then acts cold telling him to do as she says.
A nice camera shot on Carol's hands massaging Steve's back as well as a good shot on Marti sleeping in a bathtub listening to music. Suddenly some vines come out on both Steve and Marti which is at a good and terrifying pace.
The action looked good with Marti freaking out after seeing her clone in the bathtub and all three of them and both her and Andy are trying to run away from the madness in the house.
Nice shots on people running out on the street.
There's a great shot on Tim Young grabbing Marti and pointing a gun towards Steve as it was really intense wondering if he was a clone or not but he almost convinces himself that he's not which was well done.
Good shots on Andy acting menacing in a helicopter towards Tim and Marti.
Bottom line here is that at first I wondered if this film was a sequel to Invasion of the Body Snatchers as the story is totally different but sadly just another remake.
It is rather boring and pointless but a few good performances here and there but nothing to brag about either.
It is a good look at a dysfunctional family however, it makes you think you'd prefer it that way after what is happening to everyone.

The acting is fairly descent for this boring remake as we have a nice performance by lead actress Gabrielle Anwar (Marti Malone) playing a typical teenager going through a rebellious phase with her parents making her character realistic. Plus does a nice job convincing to someone on a situation that isn't true and bringing this to life. In another part of the story knew on how to belt it out to shoot someone.
Christine Elise (Jen Platt) plays well as a wild teenager in the film bringing alot of spunk to her role.
Child actor Reilly Murphy (Andy Malone) seemed to bring his part across very well as a scared and confused child and does well with his screaming reactions.
Supporting actor Forest Whitaker (Major Collins) brough his intesnity across marvellously as he always does a great job in shows. He especially knew on how to act intense by pointing a gun at someone.
Meg Tilly (Carol Malone) proved to be a worthy chracter as well playing the clone of the stepmother having a cold and expressionless sounding voice to her part plus does well acting expressionless walking slowly down a hallway almost evil like in one part of the scene. She also does well at acting soothing with wide eyed expressions by demanding to someone to give in and there is no escape. Does well with her wide jawed expressions by pointing out in another scene of the story.

There's a vagina and brief breast shot on supporting actress Meg Tilly walking into her bedroom
We have a breast shot on Gabrielle Anwar lying on a mattress as a body double.

A man is melted while blood pours out of him.

The music by Joe Delia is classically satisfactory but nothing too special except for on the closing credits.

Marti Malone: They get you when you sleep.

Carol Malone: Where you gonna go, where you gonna run, where you gonna hide? Nowhere... 'cause there's no one like you left.