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Mill Valley, Pennsylvania, Halloween night, 1968. After playing a joke on a school bully, Stella and her friends decide to sneak into a supposedly haunted house that once belonged to the powerful Bellows family, unleashing dark forces that they will be unable to control.

Charles Brady and his mother, Mary, are the last of a dying breed whose needs are not of this world. They are Sleepwalkers - able to stay alive only by feeding on the life-force of the innocent, but destined to roam the earth, avoiding discovery while searching for their next victim. That search takes them to the sleepy little town of Travis, Indiana, where beautiful teenager Tanya Robertson is about to become an unwilling pawn in their nightmarish fight for survival.

A team of space marines known as the Rapid Response Tactical Squad, led by Sarge, is sent to a science facility on Mars after somebody reports a security breach. There, they learn that the alert came after a test subject, a mass murderer purposefully injected with alien DNA, broke free and began killing people. Dr. Grimm, who is related to team member Reaper, informs them all that the chromosome can mutate humans into monsters -- and is highly infectious.