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The plot is essentially, an Alien Invasion film mixed with a Zombie Apocalypse. An alien parasite lands in rural America, infecting and taking control of local man Grant Grant. The alien impregnates a local woman, who gives birth (by having them eat her from the inside out) to thousands of "slugs", that share the original alien's mind. The slugs then enter a person's body through the mouth, killing them. The aliens then take control of the corpse. It's then up to the local police sheriff (played by Nathan Fillion, of Firefly fame), Grant's wife (Elizabeth Banks), the foul-mouthed Mayor, and a local teen to stop the alien before it can infect every living thing on the planet.
This film contains examples of:
- Action Survivor: Kylie. Over the course of the film, she manages to: grab one of the alien worms as it enters her mouth and pull it out again; burn said worm to death with a curling iron; escape a massive horde of worms by jumping off the roof of her house; take down a couple of worm-zombies (including a zombified deer) more or less by herself; and, ultimately, survive a flying couch to the face with nothing worse than a broken arm. Not bad for a kid with fake nails and a penchant for taking long baths.
- Alien Invasion
- Anyone Can Die: And everyone in the whole town but Kylie, Bill, and Starla do.
- Badass Teacher: Starla. "Bitch is hardcore!"
- Berserk Button: The mayor isn't exactly a calm guy to begin with, but he really throws a tantrum after he discovers that no one has brought any Mr. Pibb, which is the only soft-drink he likes. This is after everyone's started turning into alien parasite-infected zombies, mind you.
- Better to Die Than Be Killed: After being turned into a breeder for the parasites, the Mayor begs Pardy to kill him.
- Big Damn Heroes: Pardy shows up in a big blaze of glory, ready to save Starla, blow up the alien and kick some parasite ass. Subverted, since the alien knocks aside his grenade, it gets dropped in the pool and explodes there, and Pardy promptly gets his ass kicked.
- Body Horror: Oh so very much of it. Brenda, Grant...
- Bury Your Gays: Played straight with Margaret.
- Captain Obvious: "Something's wrong with me."
- "Um, yeah."
- Chekhov's Grenade: Subverted. Hard. They make a big deal of showing the viewer the SINGLE grenade that the Sheriff's department owns and the camera lingers on it for a moment. Later, when the hero attempts to use it, it's casually knocked aside and rendered useless.
- Played straight with Kylie's nails which provide much needed grip during the initial attack.
- Cluster F-Bomb: The whole film, but especially anything the Mayor says.
- Crazy Jealous Guy: Grant does not like the idea of other guys getting close to Starla. It's bad enough before he gets possessed by an alien death-worm.
- Decoy Protagonist: Bill's something like this; the audience is set up to expect him to become the ass-kicking Action Hero when the moment calls, but when the action really kicks off while he's not that incompetent and certainly isn't cowardly, it is pretty clear that he's completely out of his depth, and pretty much every moment that's set up to make him look like a Badass ends with him either running away or getting his ass kicked. He also needs to be rescued more than once by Starla and Kylie.
- Diagonal Cut: When a single guy tries to stop Grant, the latter casually whips a tentacle at him. He looks, confused, for a few seconds, while blood starts pouring out of a perfectly vertical cut from his head to his groin, before he splits apart.
- Does This Remind You of Anything?: The scenes where the alien worms possess and impregnate the townsfolk are treated as parallel to rape and sexual assault.
- The End - or Is It? / Sequel Hook / The Stinger: Keep watching after the end credits.
- Everybody's Dead, Dave: The entire town is killed except Bill Pardy, Starla and Kylie.
- Final Girl: Two of them plus a Final Guy. Only Starla completely fills this trope however.
- Half the Man He Used To Be: A redneck attempting to stop a fully mutated Grant gets bisected by a whip-like tentacle.
- Hive Mind: The parasite has the mind of every living creature it has ever infected.
- Hive Queen: Grant.
- Homage: Most obviously to Night of the Creeps. Starla teaches at Earl Bassett Community School, the mayor's name is R.J. MacReady, there's a store in town called Max Renn's, and Bill mentions the Raglan and Castevet farms. The scene of Kylie getting attacked by a slug in the bathtub has definite echoes of Shivers, as well.
- Horror Hunger
- I'm a Humanitarian: Those turned into breeders want meat. Any meat...
- Infant Immortality: Averted with the creepy cannibal Undead Children.
- Omnicidal Maniac
I'll keep growing till I'm everywhere. 'Till I'm all that is."
- Orifice Invasion
- The Power of Love: Subverted, but not how you think. After being infected, Grant tries and succeeds at resisting the urge to eat Starla, and has his drones bring her back home and dress her in silk and comb her hair lovingly. At the end she even manages to prey on his love for her to get in close and stab him. Pity it wasn't in a vital area... which, considering he/it was a mass of alien blubber, tentacles and human bodies, he may not have had one other than his brain.
- Puppeteer Parasite: Grant Grant isn't himself.
- Rule of Cool: The whole film runs on this.
- Rule of Funny: Or this.
- Rule of Scary: Or this.
- Shout-Out: Did anyone else think of Serenity upon learning that they had a grenade, and Nathon Fillion decided they leave it behind?
- Sliding Scale of Comedy and Horror: It's a blend of both.
- Soundtrack Dissonance
- Unlucky Childhood Friend: Bill Pardy (until the end)
- The Virus
- Word of God: It's not made 100% clear in the film, but according to director James Gunn on the DVD commentary, the real Grant died when he was attacked by the alien. Everything after that was the alien, although it had absorbed Grant's memories and his love for Starla. The scene with him crying early on was to indicate the alien experiencing human emotions for the first time.
- X Meets Y: Night of the Creeps meets The Thing meets The Blob.
- Zombie Apocalypse: Potentially. They're able to prevent the scenario from spreading beyond the town, luckily.