Clay Howard is dropping out of the rat race, selling his half of his business to his partner, Matt Russell, while his wife Marjorie, who happens to be having an affair with Matt, is planning on leaving Clay. But when Clay gets in a serious car accident which kills two other people, a metal plate is put in his head, and weeks later, for rest and recreation, he and his wife stop at a boarding house in a small town on a short, impromptu vacation. That night, Clay wakes up to see hordes of townspeople sleepwalking their way onto trucks that are driven out of town. He's even more shocked when he sees his wife among them. Clay tries to stop her but she, like the others, is unresponsive. The only person who seems conscious is a silent giggling girl who takes him back to his room. The next morning, everything seems back to normal. Marjorie, the sheriff and the townspeople seem not to know what happened and tell Clay he must have dreamed it. But that night, it happens again. [Spoiler!] It turns out that the giggling girl is possessed by an alien force named Naillil who, along with another alien (Noel) in the person of the town simpleton, is forcing the townsfolk to devote their nights to helping to rebuild their spaceship which crashed just outside of town. Clay is immune to their mental commands because of the plate in his head. Naillil says her people are basically energy beings who are forbidden from falling in love, but of course, that's what she's doing with Clay. It seems improbable, but could a happy ending be in store for these two? The climax involves a lynch mob (the townsfolk think Clay might be a murderer), the arrival of Matt Russell, and a somewhat ambiguous ending.
This TV movie, which resembles a relatively benign Invasion of the Body Snatchers, tries for a while to keep up the possibility that all the small town nighttime weirdness is in Clay's head, but the sci-fi explanation kicks in about halfway through, which causes the well-wrought tension of the first half to collapse, and the ending, though unexpected, is a bit disappointing. Its short run time doesn't allow any real character development, and poor Matt (Scott Marlowe), with little to do, seems to have been thrown into the mix at the last minute. James Franciscus, handsome and hunky as usual (pictured), is pretty good as the confused Clay, though his need to escape the rat race is never examined and is unimportant to the plot until the last few minutes. He has some chemistry with Lee Grant, as Marjorie but none with Tisha Sterling who is dull as dishwater as Naillil. Andrew Prine is a bit better as Noel; he gets to play two different personalities as the slow-witted Fess and the smart alien, whereas Stirling mostly just plays one persona. Leslie Neilsen is adequate as the sheriff. By the 45 minute mark, the film has run out of steam and the last half hour feels padded out, especially with no believable attraction between Franciscus and Stirling. At one point, it's pointed out that Noel and Naillil are the names of Clay's accident victims, Leon and Lillian, backwards, a gimmick thrown in to make us briefly think this all might just be a hallucination. It ends up being an unconventional romance between two people with no chemistry—a fairly meh experience. [YouTube]