A clever plot -- aliens take over a small town in rural America -- is almost done in by a plodding pace and the weakest leading man to ever appear in a sci-fi movie, Paul LeMat. Nevertheless, the movie has a strange charm, as LeMat travels to this podunkville to find his ex-wife, who inexplicably vanishes while visiting the town. The ending holds a couple of surprises, but by then you'll probably be glad the damn thing's over. The main reason to watch this sort-of cult classic is to see how closely a film made in 1983 succeeds in paying homage to all those cheeseball sci-fi flicks of the 1950s, when commies were the biggest threat, often showing up in sci-fi movies disguised as invading aliens. I have no doubt that as low-budget as this production was, it had its influence on ABC's classic sci-fi show, THE INVADERS. Also, keep an eye out for several familiar faces dotting the landscape, including Ken Tobey, star of Howard Hawks' 1951 commie threat epic, THE THING FROM Another WORLD.