It was directed by Alan J. Levi with a screenplay by Bill Bleich and starring Barbara Eden, Don Murray, Tammy Lauren, Randall Batinkoff and Pat Corley.

While Laura is occupied with passing the bar exam, Steven is disturbed by their children, athletic but unfocused David (Randall Batinkoff) and free-spirited, music loving Mary (Tammy Lauren).

The Hardings befriend the Gregsons: Laura with sloppy and high-spirited mom, Sandy (Sharon Spelman), and David dates their sly-humored daughter, Lois (Debbie Barker), with whom he shares a love of motorcycles.

Laura is confused when the principal discourages her plans to establish a PTA, and Mary feels unnerved by her passive classmates as well as (unknowingly) the methods used to collect her image, hair, and body information.

On the night of a dance, David, Mary, and Lois become suspicious when Sandy seemingly has changed, having become obsessed with cleaning and Bundt cakes.

They are surrounded by Steven and the other Men's Club members, as well as the bodies of the town's children, who are going through a bizarre bio-organic process to make them into docile drones.

John Cameron Mitchell, who played Kenny, the boy kidnapped on the lake early in the film and then assimilated, would later become famous as the director and star of Hedwig and the Angry Inch.