Miramax Films darlings Robert Rodriguez and screenwriter Kevin Williamson teamed up for a high-school alien-horror film that they described as The Breakfast Club meets Invasion of the Body Snatchers. Dilapidated Herrington High is the location for a story about a school faculty taken over by outer-space creatures, forcing the students to take charge and kick some alien butt. School faculty members (Robert Patrick, Bebe Neuwirth, Salma Hayek, and Jon Stewart) are infested with rapidly reproducing space worms that take over their minds and bodies. But never fear, because at this school, between hazing the student body and having sex in the locker room, a Scooby-Doo-ish group of high school students is ready to fight back. The up-and-coming acting talent includes R&B singer Usher Raymond, Elijah Wood, Clea DuVall, Josh Hartnett, Shawn Hatosy, Laura Harris, and Jordanna Brewster. The story is nearly irrelevant, as the real stars are the action and lots of special effects.