Dr. William Randall aka BILL - (Phil Valentine ) - An Ob/Gyn engaged to Cindy, is over taken by the aliens and used for their agenda. 

Cindy Bennett - (Michele Hailey) - A Hypnotist engaged to Bill. She discovers the abductions.

Kim Sloan - (Beverly Lynne) - Pretty and tough - An executive programming director at the radio station, involved with Tom, has past with Bill.

Tom Bosworth (Tim Delaney) - Radio DJ, Howard Stern wannbe, Bill's best friend, dating Kim his boss at the radio station.

Lucas (Ryan Silverman) - Alien tracker, has metaphyscial powers and seems very other worldly, yet is very human.

Exotic Dancer - (Bianca Paris) - Beautiful Dancer at Scores Las Vegas.

Surfer Dudes - (Ben and Keithen) - Two party dudes that get killed by the aliens. 

Jennifer - (Jillian Pizzuto) - Very attractive redhead, Dr. Randall's receptionist.

Cleaning Lady - (Veronica Lopez) - Works at Dr Randall's office during after hours.

Security Guard - (Mitch Isaacs) - Bicycle parking lot patrolman.

Specimen Transporter - (Brian) - Expedites samples to Alien ship.

Harley - (Himself) - Cindy's fluffy black cat. 

**All scenes shot on locations in Las Vegas, NV.