James Karen

In southern California in 1984, 16-year-old high school student Todd Bowden (Brad Renfro) discovers that his elderly neighbor, Arthur Denker (Ian McKellen), is really Kurt Dussander  a former Nazi Obersturmbannführer who is now a fugitive war criminal. Though Bowden threatens to turn Dussander in, the teenager reveals his fascination with Nazi activities during World War II and blackmails the war criminal into sharing stories about the death camps. When he spends more time with the old man, his grades suffer, he loses interest in his girlfriend (Heather McComb), and he conceals his bad grades from his parents. In turn, the Nazi blackmails the young boy into studying to restore his grades, threatening to expose the boy's subterfuge and his dalliance with Nazism to his parents. Dussander even poses as Todd's grandfather and goes to an appointment with Bowden's school counselor Edward French (Ed Schwimmer). Talking about the war crimes affects both the old man and the young boy, and Dussander begins killing animals in his gas oven. Dussander also takes great pride in Bowden's unbelievable turnaround, going from near dropout to straight A's in a matter of weeks. One night, Dussander tries to kill a hobo who sees him in the uniform. When Dussander has a heart attack, he calls Bowden, who finishes the job, cleans up, and calls an ambulance for Dussander. At the hospital, Dussander is recognized by a death camp survivor sharing his room, and he is arrested to be extradited to Israel. Bowden graduates as his school's valedictorian and gives a speech about Icarus, saying, "All great achievements arose from dissatisfaction. It is the desire to do better, to dig deeper, that propels civilization to greatness." The scene is juxtaposed in a montage with Dussander's home being searched and the hobo's corpse being found in the basement. Bowden is briefly questioned about his relationship with Dussander, but he manages to convince the police that he knew nothing of the old man's true identity. At the hospital, Dussander hears a group of Neo-Nazis outside the hospital; realizing his identity has been hopelessly compromised, he commits suicide by giving himself an air embolism. In the final scene, Mr. French learns that the old man who met him on that day was not Bowden's grandfather but a war criminal and confronts him over it. Bowden blackmails French into silence by threatening to accuse him of making inappropriate sexual advances towards him. As Dussander lays dead in his hospital bed, Todd Bowden graduates from high school now a full-blossomed sociopath due to his dalliance with Kurt Dussander.

George Gardner (Timothy Bottoms) encourages his 12-year-old son David's (Hunter Carson) dreams of becoming an astronaut by stargazing with him. A thunderstorm wakes David, and he observes a strange alien spaceship landing on Copper Hill, just beyond the house. His father agrees to investigate, but returns a changed man. In the morning, David Gardner notices his father wearing only one slipper. His normally sunny disposition is somber and his personality is flat. David also notices a wound on the back of his father's neck in the shape of a letter 'X'. In the kitchen, George Gardner dumps sugar cubes into his coffee, and the coffee dribbles down his chin as he drinks. David is frightened by his father's change in behavior. At night, when he confesses his suspicions to his mother, Helen Gardner (Laraine Newman), she assures him that George is fine. Later, however, Helen calls police after she realizes George is missing. When the police chief (Jimmy Hunt) and Officer Kenney (Kenneth Kimmins) agree to investigate Copper Hill, George suddenly appears. The officers return to the house with altered personalities, but only David notices the difference. He wakes up in the middle of the night, and observes as his parents disappear over the ridge. In the morning, Helen is transformed. She offers David a plate piled with burnt bacon, and wants to take him to see the special place on Copper Hill. When David sees his mother eat a chunk of raw hamburger smothered in salt, he declines to go. At school, David overhears his schoolteacher, Mrs. McKeltch (Louise Fletcher), tell the police chief about a plan that involves George Gardner. David sneaks into Mrs. McKeltch's office and catches her eating a live frog. Mrs. McKeltch chases David, claiming he knocked over a female student. Nurse Linda Magnusson (Karen Black) rescues David and questions him in her office. She has no neck wound, so David gives his account of the unidentified flying object (UFO) at Copper Hill that robs people of their personalities. When Linda confronts Mrs. McKeltch, the teacher refuses to let the nurse examine the "boil" on her neck. Linda also notices a bandage on the neck of a student named Heather (Virginia Keehne). Linda fears for David's safety and suggests he hide at her house. However, David evades Mrs. McKeltch and Heather as they search for him in the parking lot, and becomes trapped when he hides in the teacher's van. She drives to a cave, and David follows her inside. After walking through a series of tunnels, Mrs. McKeltch encounters a round alien creature, a face and brain uttering sounds. As it speaks, light flashes from the device planted in Mrs. McKeltch's neck. The aliens realize David is in their midst, and Mrs. McKeltch vows to "get him" before he escapes. Soon, Linda Magnusson finds David on the run, and he shows her the alien cave. When he gets to the location, however, the cave has disappeared. He insists they go to Copper Hill, but the spaceship is also gone. In the distance, they hear George Gardner send two men with metal detectors into the sandpit at Copper Hill. David and Linda watch as a circular opening in the earth swallows the men. Linda and David drive away and narrowly miss hitting a school bus driven by Mrs. McKeltch. When Linda stops at a gas station to call state police, Mrs. McKeltch kidnaps David and drags him toward the school bus, but he breaks free. Linda hears the disturbance, and David gets into her car. They arrive at her office to find the telephone inoperable. The chief and Officer Kenney search the building while David leads Linda to the basement furnace room. They knock over some equipment, alerting their pursuers. However, an alien spaceship emerges through the floor, causing the officers to lose their footing, and enabling David and Linda to escape. David wants to find his parents before leaving town, but Linda insists they get help. David and Linda meet with General Wilson (James Karen), commander of the military base that employs David's father. The general attempts to verify their story by questioning the men with metal detectors, but the interrogation is halted when an invisible force kills the prisoners. The neck devices emit sparks of light as they appear to unscrew from the necks of the corpses. The general orders the base perimeter sealed, and summons officials from the National Aeronautics and Space Administration (NASA). NASA and Search for Extraterrestrial Intelligence (SETI) scientists meet with the general and insist that their launch to Mars go as scheduled. For security purposes, the general calls for a temporary delay until they can determine the risks. Meanwhile, George Gardner plants a bomb inside a truck bound for the launch pad. A monitor in the general's office indicates that the bomb has successfully destroyed the Mars rocket. It is here that General Wilson finally believes David's claim about aliens and speculates that the aliens are from the nearby planet Mars and when they observed the SETI rocket under construction and bound for Mars, the aliens misinterpreted it as an attack on their planet and so they decided to strike first by landing on Earth to destroy the rocket before it could be launched. General Wilson asks David to show him the sandpit at Copper Hill, and orders his soldiers to surround the area, but Sargent Rinaldi (Eric Pierpoint), the general's aide, loses his footing and the sandpit swallows him. Two aliens stand near the cave, eyeing advancing soldiers and Dr. Mark Weinstein (Bud Court), a member of SETI. Weinstein wants to converse with the aliens before the military launches an attack. He returns an alien mechanical part, believing the aliens understand him. Nevertheless, the scientist is vaporized by the alien's ray gun, and the soldiers kill the aliens. David runs into the sandpit hoping to locate his parents, and Linda follows. Both are swallowed up, and the general sends soldiers after them. They lay down explosives and rappel into the hole left by the explosion. Inside a lab at the alien spaceship, David observes as a device is implanted in Sgt. Rinaldi's neck to control humans. Mrs. McKeltch orders other aliens to capture David and Linda. David pleads with the Martian Supreme Being to release his parents, arguing that mind control is wrong, and predicting the aliens' failure in conquering Earth. The head Martian comments that David is "a poor little guy," and the boy punches him in the nose. As he runs away, David knocks over Mrs. McKeltch, who falls into the gaping mouth of an alien and is eaten alive. In the tunnel, realizing Sgt. Rinaldi is under the control of the Martians, the general orders his men to shoot him dead. David leads the soldiers back to the spaceship to destroy the Martian Supreme Being and save Linda from receiving an implant. Many soldiers are vaporized, but American firepower causes the Martian Supreme Being to retreat into a protective eye-shaped shell. As Linda is saved, soldiers plant explosives, and the general orders a five-minute delay to escape before detonation. Upon discovering that the escape route is blocked, David sacrifices a mint copper penny his father gave him to activate an alien weapon that is left behind since the metal copper is the source of the alien's technology. Meanwhile, the wounded Martian Supreme Being orders the aliens to prepare the ship for takeoff. The soldiers escape through the new opening, but David hears his parents calling. He refuses their entreaties to join them on the spaceship, and while he struggles against them near the ridge, the spaceship explodes in the sky. The implants in his parent's necks are apparently deactivated, but the aerial fireball begins to overtake and consume both David and his parents.... Suddenly, David awakens in his bedroom. His parents comfort him, and he is relieved to find nothing implanted in his father's neck. The entire Martian invasion and battle was apparently nothing more than David's nightmare. His mother tucks him into bed and reminds him that dreams are not real and tells him goodnight. But sometime later, a thunderstorm snaps him awake. When he opens his window, David sees the exact same Martian UFO spaceship landing on Copper Hill. He runs to his parents' room in a panic. David's nightmare is starting again.... or is it?

Louisville, Kentucky There is a new employee in a medical supplier company, Uneeda, which says that "You need it --- We got it". It provides universities with corpses so that students can learn, and for experiments. There are also dead animals' corpses, for vets. It's the 3rd July 1984, 17:30 Eastern Daylight time. In the lab, Frank (James Karen) will stay an hour more to teach Freddy (Thom Mathews), the new employee the tricks of the trade. As it's important that corpses have good teeth, skeletons usually come from India. Burt Wilson (Clu Gulager), the boss, leaves. It's the day before Independence Day. There is a human corpse in the freezer. Frank shows Freddy the prosthetics and half dogs. Frank tells Freddy how the army forgot some caskets with living dead inside. Apparently, there was a real incident which inspired George Romero's Night of the Living Dead, something about a chemical substance, Trioxin 4-5, which returned dead bodies to life in the morgue. When the army solved the problem, they didn't know what to do with the remaining corpses and sent them to Uneeda by mistake. Soon, they forgot to reclaim the living corpses from the medical supply company Uneeda. The Darrow Company, the one which invented and lost control of the substance, threatened Romero with a lawsuit if he told the truth to the public. Darrow should have gotten the living corpses, but they only wanted to hide them from the public eye. Freddy gets impressed and frightened, almost panicky. Linda, Frank's wife, calls him to talk about dinner. Frank is going home soon, but first, he offers to show Freddy the corpses, all wrinkled behind the glass. Frank cleans the glasses and hits the containers: a green gas spills out, leaving Frank and Ernie unconscious. Immediately, the butterflies, the half dogs and the hooked corpse come to life. California, 16:00 hours. An army officer, Colonel Glover (Jonathan Terry) arrives home late. His wife Ethel Glover (Cathleen Cordell) complains that he's to be available all the time. He's expecting the chaos to erupt some time or another. It's clear that he is waiting for the living dead to appear, although they may never do so. Ethel complains that the radio equipment interferes with the oven. Meanwhile, Suicide (Mark Venturini) is a punk who drives all his friends around. He's violent and a bit crazy. Because of a row, they end up outside Uneeda. Freddy is at work and they want to hang out with him. Back to Uneeda, Frank and Freddy wake up. The wrinkled corpse (Terrence M. Houlihan) has disappeared. Frank and Freddy kill again one half of the dead dog which is now wishing for dog brains. The hooked corpse starts banging against the door, and Frank calls Burt, the boss. At the cemetery, red-haired Trash (Linnea Quigley) starts getting turned on thinking about the most horrible way of dying. She gets hot and starts dancing naked - wishing for old men to eat her alive. Tina (Beverly Randolph) is jealous of Trash's body, so she tries to diminish it. At Uneeda, Burt is worried about getting sued by Darrow Co. and investigated by the government. They open up the door of the freezer, let the corpse (Allan Trautman) out and cut him into pieces. The undead is still undead, and destroying his brain doesn't seem to be enough. We can read the thoughts of the undead body. They go to the crematory of the morgue Ernie Kartlebrunner (Don Calfa). He's the owner of his own business, Resurrection Funeral Services. At the cemetery, Suicide wants everybody to follow the punk way of life. Some of the punks notice Frank and Ernie taking the thinking corpse away, wondering if Freddy is one of them. It's not. Frank, Ernie and Burt interrupt an autopsy. Ernie takes some coffee. He explains how to break rigor mortis. Burt asks Ernie to burn the living corpse down and to keep the secret. Burt admits that there are not dogs in the bags. Out from a rubbish bag, there it pops a moving arm which attacks Ernie. While Burt tells Ernie the story, we come back to some of the punks. Meanwhile, Suicide is hitting on Casey (Jewel Shepard). It's almost 22:00, when Freddy finishes work. Another of the girls is anxiously waiting for him. Tina walks out of the cemetery and goes to the medical supply company. Meanwhile, Ernie says that the big favor will have to be returned, and is pissed off about the arm which tore his red trousers. Ernie says that the heart will be the difficult part, as it's a hard big muscle. Burt doesn't even want the ashes to survive. The fire seems to do the trick, but through the chimney, ashes and dust mix with the air and the clouds. Immediately, a storm breaks out. It doesn't rain down, it pours down. It's a kind of radioactive rain. Tina gets inside the Uneeda building, still searching for Freddy. Trash, Suicide, Scuz (Brian Peck), Spider (Miguel A. Núñez Jr), Chuck (John Philbin) and the rest of the gang run to their car. The rain falls down over the local cemetery. It's like acid rain. They start fighting and bickering among each other because Suicide's car won't start up. A weird smoke comes out from the crematory. Ernie checks that all parts of the body are dead. Burt hugs him, and tells him that he owes him big time. Both Frank and Freddy feel sick, weak, about to throw up. They blame the gas which knocked them out. Frank throws up. Frank wants to see Linda. Burt calls for an ambulance, and says that there are two poisoned patients. Inside Suicide's car, Trash is still naked. They start hearing the moans of the zombies, longing to dig themselves out and eat brains. At Uneeda, Tina finds mayhem and Freddy's cap. She goes down the stairs into the basement and stares at the open casket, which smells horribly bad. The original corpse goes after Tina's brains. She falls down the stairs and imprisons herself within a room. The zombie tries to open the box. All the gang come to the rescue of Tina. The zombie opens up Tina's hiding place and eats Suicide's brains. Apparently, they taste like chicken. Only Spider is left to try to hold the door close. Paramedics (Drew Deighan & James Dalesandro) arrive. Freddy and Frank are trembling with cold, their tongues orange. Burt doesn't want to phone the Army until the next morning. Neither of the paramedics can hear the beat of the patients' heart. The gang keeps on searching for Freddy. Zombies sprout from everywhere, while the storm becomes a flood. Trash is left behind and is eating by the zombies. The paramedics realize that, theoretically, Frank and Freddy are dead. The surviving punks arrive to the building of Resurrection with the zombies in tow. The zombies are fast and can devise plans to attack the living. Paramedics go out to the ambulance and zombies attack them. Burt learns that Spider, Tina and Scuz have seen the corpse at Uneeda. Tina realizes that Freddy has changed. Ernie goes out to see why the paramedics are taking so long, but nobody is there, but the ambulance has all the doors open. A zombie (Jerome 'Daniels' Coleman) is eating the brains of one of them. At Resurrection, they close windows and doors, and try to contact the police. One of the zombies (John Durbin) asks for more paramedics. The dispatcher (Leigh Drake) complies. One of the punks gets Burt to tell what he knows about the Army chemical. Ernie checks on Freddy and realizes that the rigor mortis is advancing. Another team of paramedics arrives, but they are immediately attacked. Burt, Spider, Ernie, Scuz begin to board up the doors and windows as the zombies attack. But Scuz is grabbed by one zombie and pulled outside just long enough to have his head ripped open and eaten by half a zombie (Cherry Davis). Burt, Ernie, and Spider hack the half-zombie woman and bring her into the building. They tie her down on a slab and talk with her. The Half-Lady zombie explains that zombies eat brains because of the pain of being dead. Spider wants to know how to kill them, but Ernie and Burt think they can't be killed. In the cemetery, Trash herself becomes a naked zombie. A bum (William Stout) with a supermarket trolley is walking by in the night. He stares at the naked Trash, who eats his brains. The dispatcher officer sends more cops to Resurrection. Tina doesn't allow Frank and Freddy to be imprisoned in a different room. They put them inside the mortuary's chapel. A cop (Robert Craighead) arrives, but shooting the zombies won't help. There's a helicopter (with the voice of Dan O'Bannon) hovering around, but can't do anything apart from trying to calm everybody down. Cops' brains taste like pork, apparently. Another zombie (David Bond) asks for more cops. Frank and Freddy are in huge pain. Tina hugs Freddy, who dies. Freddy dies and wants to eat Tina's brain. Tina pushes him away and runs away from him. Frank runs away at that moment. Burt throws acid into Freddy's face. Spider gets hysterical. The strapped zombie keeps on asking for brains to eat. Attempting to imprison Freddy in the chapel, Ernie gets hurt in his foot. Freddy gets out of the chapel and runs wild. Ernie limps to the door and says that the favor which Burt owes him is to come back for him with the police car. Burt and Spider charge outside and keep the mob of zombies off them with a baseball bat and crowbar. They make it to the police car, but immediately, the car gets surrounded by frantic zombies. In a desperate move, Burt drives away, leaving Tina and Ernie behind. Tina panics, thinking they have abandoned them, but Ernie is faithful that they will return for them. Burt and Spider drive away from the mortuary and out of the cemetery, but they find the road leading away blocked by HUNDREDS of zombies. Spider and Burt crash the police car against the Uneeda building and are forced to flee inside. Back at the mortuary, Tina and Ernie go up to a penthouse and kick the ladder out when the zombie Freddy breaks down the door to get at them, all the time crying out for Tina. The zombie Frank turns on the crematorium fire, kisses Linda's wedding ring and jumps onto the fire. That's more ashes to the atmosphere. The zombie cop prepares an ambush, and more responding policemen are attacked by the zombies and dispatched as well. Freddy tries to sweet-talk Tina into submission. Ernie ponders killing Tina to save her from Freddy and to save himself. Spider, Burt and the two surviving punks, Casey and Tom, go down to the basement, where the copse of Suicide is. They call the police whom by this time are setting up barricades. The Captain (Bob Libman) doesn't understand what's happening. Just as Burt tries to explain about the zombies, hundreds of zombies attack the police barricade. The running zombies easily surpass the barricades and eat all the cops, while Burt listens over the phone. As a last resort, Burt calls the phone number stenciled outside the original zombie containers and manages to get in contact with General Glover. Burt talks to Glover. He tells everything that happened. Glover tells control about the zombie outbreak in Louisville, Kentucky. Glover has a plan. A suspicious Spider inquires about what the plan is. At a remote hilltop, Sergeant Gilbertson (Derrick Brice) is told to prepare. He fires a long-range "super gun" with a nuclear weapon towards Louisville, Kentucky. When the bomb hits, Freddy has just broken onto the penthouse where Tina and Ernie are hiding. It's 5:01 a.m. in the morning, Eastern time. A nuclear explosion has destroyed the city of Louisville, killing all of the zombies and apparently all the population as well. Glover gets a report that the death toll is less than 4,000. Glover calls his boss, whoever he or she is, saying that everything has been taken care off. He thinks that the rain will put out all the fires in town. He's preparing the visit of the President to the hit area. While he talks, we see more corpses being woken up by the acid rain.