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The Students

    Casey Connor 
Played By: Elijah Wood

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    Delilah Profitt 
Played By: Jordana Brewster

  • Clark Kenting: She tries a rather weak version when she replaces her regular contact lenses with Nerd Glasses.
  • Deadpan Snarker: She tosses off sharp remarks as easily as breathing.
  • Freudian Excuse: She mentions her mother being an alcoholic and her father being dead, which might help to explain her bitchy facade. Indeed, after being infected, she tells Casey that she hasn't been this happy since before she lost her father.
  • Give Geeks a Chance: When it seems like Casey is hitting on her, she seems genuinely amused and intrigued. They end up dating.

    Stokely Mitchell 
Played By: Clea DuVall

    Stan Rosado 
Played By: Shawn Hatosy

  • Dumb Jock: And not happy about it. He'd rather fail honestly than get a free ride through high school and college that'll leave him unprepared for life afterwards.
  • Lovable Jock: Especially compared to the coach and the rest of the team, who are promptly infected.
  • Nice Guy: He's the only guy who's decent to Casey from the start, stopping a couple of fellow jocks from bullying him, and shows no ill will toward his friend Gabe for becoming the new team captain in his place.
  • Screw the Rules, I Have Connections!: Played with in that people keep bending the rules for him because he’s the school’s star quarterback, including teachers bumping up his grades, but he hates not having earned what he gets to the point of quitting the football team over it.

    Marybeth Louise Hutchinson 
Played By: Laura Harris

  • All Girls Want Bad Boys: She's instantly attracted to Zeke and seems impressed by his use of his intellect for less-than-legal pursuits.
  • Deep South: Her Southern accent is extremely pronounced to an almost comical degree, marking her as being not from here.
  • Ms. Fanservice: She gets completely naked at the end, and while the shadows conceal most of it, they don't conceal all of it.
  • New Transfer Student: She just moved to town from Atlanta.
  • Nice Girl: She's very polite, thoughtful, and charming, even with her naivety.
  • Shipper on Deck: For Stokely and Stan. She smilingly shoves Stokely into Stan's lap.

    Zeke Tyler 
Played By: Josh Hartnett

  • Anti-Hero: He’s a fairly seasoned criminal despite being no more than nineteen, blows off and then hits on Ms. Burke when she tries to talk to him about it, and is the one of the heroes most willing to resort to violence and even lethal force. However, he uses his ill-acquired skills and habits to help his classmates prevent an alien invasion, and the ending implies he settles down somewhat.
  • Brilliant, but Lazy: He's remarkably intelligent and easily soaks up knowledge as well as being a natural athlete, but he prefers to just deal drugs in the bathrooms.
  • Cool Car: He drives an old-fashioned muscle car to school every day.
  • Delinquent: He not only sells drugs, he cooks them himself.
  • Establishing Character Moment: comes to school in his Cool Car, takes up two parking spots, gets out to retrieve his drugs from the trunk and proceeds to deal. This happens before the students are introduced.
  • Held Back in School: Zeke is repeating his Senior Year.
  • Parental Neglect: His parents are frequently off traveling the world and are barely home, leaving Zeke to his own criminal devices.
  • Teacher/Student Romance: It's heavily implied he and Miss Burke hook up after the events of the film.
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    Gabe Santora 
Played By: Usher Raymond

  • Advertised Extra: In spite of how little he appears in the movie, Usher was a core part of the movie's marketing, and even replaced Shawn Hatosy and Laura Harris in a number of promotional materials, including one of the main theatrical posters, complete with misleading tagline, "These six teenagers are about to discover their teachers really are from another planet."
  • Bit Character: He only appears in the movie for five minutes. In those five minutes, he's a bit of a jerk.
  • Black Best Friend: to Stan. Possibly to Zeke as well at the end of the film.
  • Static Character: After he gets infected, he pretty much has the same personality.
  • The Bully: Downplayed. He verbally abuses Casey at one point early on in the film.
  • The Quarterback: He takes over as the new team captain after Stan decided to quit the football team.

The Faculty

    Principal Drake 
Played By: Bebe Neuwirth

  • Big Bad: She's presumed by the students to be the Head Alien in charge, although the audience is probably more clued in due to the fact that Coach Willis is the first-seen alien-infectee and is in fact the one who infects Drake. It isn't either of them.
  • She's Got Legs: As seen when she confronts the students in the empty gym. She even gets a classy, sexy saunter.

    Coach Willis 
Played By: Robert Patrick

  • The Alcoholic: Principal Drake thinks he's been drinking when he confronts her in a sinister way; it's implied here and there that he has a somewhat hidden drinking problem.
  • Big Bad: The audience likely assumes he's the Head Alien, since he's the first infected person seen and certainly seems to hold some position of authority among them. He isn't.
  • Drill Sergeant Nasty: Willis is hated by students and staff alike for being an aggressive, short-tempered asshole who screams at his players like he's the world's most psychotic Drill Sergeant. The thing that tips everyone off that he's not himself? He's being reasonable.
  • Jerkass: Even before infection, he's a massive asshole who verbally abuses his players and is in a perpetually grumpy mood.

    Miss Burke 
Played By: Famke Janssen

  • Beautiful All Along: Since she's Famke Janssen, she's always beautiful, but she's extremely shy and very dressed down. Her hair is tied back unfashionably, her head is always bowed, and she wears bottlecap glasses. After being infected, she turns up to school in a much sexier outfit while projecting confidence and even intimidation.
  • Evil Makeover: After her infection, she ditches the Nerd Glasses and grandmotherly fashion sense for a sexy red dress with her hair flowing like a supermodel in a wind tunnel.
  • Off with His Head!: During a car crash, her head is sliced off. Thanks to the alien regeneration, she's able to reattach it no worse for wear.
  • Shrinking Violet: Before her infection, she's shy, mousy, and keeps her head down while being utterly unable to discipline her students. Even in class, she barely raises her voice to speaking level.
  • "The Reason You Suck" Speech: Post-infection, she gives a brutal (and oddly sexy) one to Zeke. It's hard to say it isn't entirely undeserved.
    Zeke: What are you gonna do? Are you gonna call my mother?
    Miss Burke: And how am I supposed to do that, little Zekey boy? Do you even know where she is? Europe, Sri Lanka, Japan? I wonder what remote location she went to this week... to hide from her great big bastard mistake. I've taken your shit for too fucking long, you dickless drug-induced excuse for a human being.
  • Teacher/Student Romance: The ending implies that she's overcome her Shrinking Violet tendencies and is waiting for Zeke after his game at the school's football field.
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    Nurse Harper 
Played By: Salma Hayek

  • Hospital Hottie: Shockingly averted considering who plays her. Nurse Harper is not only dressed like an average school nurse, but throughout the film she's suffering from a horrible cold.

    Mrs. Olson 
Played By: Piper Laurie

  • Evil Matriarch: After her infection, she becomes the token older representative of the aliens, especially after Mrs. Brummel's body gives out.

    Professor Furlong 
Played By: Jon Stewart

  • Beard of Evil: Post-infection, and yes, it is weird to see Jon Stewart with a beard.
  • Cool Teacher: Compared to the others, anyway. He's a fairly Nice Guy, and is excited by the scientific potential when the kids find a parasite and bring it to him.
  • Eye Scream: How Zeke manages to kill him.
  • Fingore: Zeke slices off several of his fingers with the blade of a paper cutter.
  • Just a Flesh Wound: Assuming that the Brick Joke in the ending credits is canon, Furlong goes back to work, this time sporting an eyepatch and a bandage for his hand.

    Mr. Tate 
Played By: Daniel von Bargen

  • The Alcoholic: Casey finds his flask in the teacher's lounge, causing Delilah to remark that she already broke that story.
  • Deadpan Snarker: Would you expect any less from Daniel von Bargen? Tate has a very dry and sardonic wit.

The Head Alien

    Spoiler Character 

Marybeth Louise Hutchinson

Played By: Laura Harris

  • Affably Evil: She's sweet, thoughtful and accepting... oh, and an alien bent on world domination.
  • Big Bad Friend: Marybeth quickly becomes a likable friend to the students, while also being the Big Bad.
  • Breaking Speech: She gives a fairly impassioned one to Casey.
    "Casey, come out, come out, wherever you are. You know, in my world, Casey, there were limitless oceans as far as the eye could see. A beautiful home until it started to dry up. So I escaped, came here and met you. All of you. All of you were different from the others. You were lost and lonely, just like me. And I thought that maybe I could give you a taste of my world: a world without anger, without fear, without attitude. Where the underachiever goes home at night to parents who care. The jock can be smart, the ugly duckling beautiful, and the class wuss doesn't have to live in terror. And the new girl? Well, she can just fit right in with people who are just like her. You see, Casey, even Marybeth's feelings can be hurt...by a bunch of pathetic, lost, little outcasts...who truly believe that their disaffected lonely life...is the only way they can survive. I can make you a part of something so special, Casey, so perfect, so fearless. Don't you want that, Casey?"
  • Eldritch Abomination: When she drops her human form, the result isn't pretty by any stretch of the imagination.
  • Full-Frontal Assault: As she shapeshifts back and forth, her clothes don't shift with her.
  • Monster Progenitor: The entire outbreak of the alien parasites goes back to her.
  • "The Reason You Suck" Speech: She combines this with a Breaking Speech, quoted above.
  • Uncanny Valley Girl: Should you really trust the new girl who has all those... quirks about her, who doesn't seem to understand basic human society?
  • Utopia Justifies the Means: She tells Casey that she can end all the cliquishness of the school... if only they submit their free will to the Puppeteer Parasites.
  • Voluntary Shape Shifting: She can change between her human appearance and true alien form at will and within a few seconds.
  • Well-Intentioned Extremist: She wishes nothing more than for everyone to exist in a harmonious Hive Mind, devoid of messy things like hate, or prejudice, or free will...
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