A teenager (Gabrielle Anwar) and her family arrive at a remote military base only to find people are being replaced by alien clones. This is a remake of the earlier 1956 and 1978 versions of the story, both of which were better. This is told from the perspective of a teenage girl and is more character and story than shocks. The change of location to a military base takes away some of the drama and suspense. Meg Tilly gets the best and suitable scary performance as the mother who becomes an alien. As a second remake, it brings nothing new to the story but is competently produced.