Dr. Jennifer Pailey (Going) and her sister Lisa (McGowan) arrive in a Colorado resort town and discover that the entire population has been wiped out by a mysterious force. They team up with local sheriff Hammond (Affleck) and his odd deputy (Schrieber) to battle the evil force thingie, which also seems to have an adverse affect on acting ability. Peter O'Toole appears as an expert on ancient plagues, and to show the rest of the cast what a real actor looks like. Schrieber plays the part of the squirmy deputy very well, but the rest of the characters are cheap plywood. Will they stop the amorphous monster who is taking over the corpses of its victims? Will they remember their lines if someone drops the cue card? Based on the novel by Dean Koontz, who also adapted it for the screen and produced.