Mr. Lobo's Not-Very-Spooky-Spooktacular featuring The Visitants

The episode's Blu-ray cover, painted by Dixie Dellamorto

Mr. Lobo reveals that he and Babs from the Front Desk have been together since at least 1986 when they worked together in the Spotlite Theatre (Babs at the candy counter and Mr. Lobo as an usher/shift manager), where they had a shadow cast called The Ronald Rayguns that performed...*The Visitants*! Mr. Lobo  taps into his inner-Robert Osborne and goes on to speak eloquently about misunderstood movies, and Rick Sloane movies in particular, and being movie nerds, in a way that'll make you proud to be a Cinsomniac! Unfortunately Babs isn't at the Front Desk, so Ro-Mana's having to fill in on blue card duty. And someone just shot at Mr. Lobo, but he seems less worried about that. It's time to roll...*The Visitants*!

2

Mr. Lobo's arguing with Aaron over whether his memory of the movie involves the Mandella Effect, when Alan N. Smithee, president of the network, calls! He's not satisfied with tonight's feature for a Halloween episode, but luckily Mr. Lobo's saved by a knock at the doorbell.

3

Mr. Lobo explains some of the influences and inspiration for *The Visitants*, and that it's not your typical Halloween night fare. To ensure that we stick with it, and after a brief Jonestown fact-check by Miss Mittens, he administers the Insomniac's Oath! Babs is still missing, and something took out one of the network's satellite dishes. Ro-Mana seems to know more than she's telling...

4

*The Visitants* has Mr. Lobo feeling nostalgic, and while poring over old photo albums, he's decided to reunite the Ronald Rayguns! With a yellow sweater and some books to hold, he's cast Miss Mittens as Ellen, and begins to pull his Professor Levelland costume from a box when ZAP! A laser beam from somewhere offscreen severs the box, and items therein, in twain! Mr. Lobo again accuses Ro-Mana, but before that confrontation can come to a head, more trick-n-treaters knock the doorbell.

5

Ro-Mana denies having zapped Mr. Lobo's toy raygun, but promises to repair it for him in time for the Ronald Rayguns shadowcast of *The Visitants*. Unfortunately Babs is still MIA, and Mr. Lobo suspects she might be avoiding him because she's not into the idea of getting the band back together. Mr. Lobo tries to draft Aaron to play Lubbock, to no avail. But Mr. Lobo's resolute in his plan, and starts making calls!

6

Mr. Lobo's on the phone schmoozing with his old Ronald Raygun mates, inviting them to the reunion. He's having no luck, when he receives an incoming call: it's Sally the Zombie Cheerleader! It turns out she's a huge fan of *The Visitants*, and in fact used to do shadowcast performances herself. She's excited about the idea of putting on a performance when suddenly, the line is cut! A furry creature flashes in the foreground, startling Mr. Lobo. He concludes it must be mischievous trick-n-treaters and goes to investigate, dart gun locked and loaded.

7

A strangely-dressed woman is sitting on a sofa, watching ''Cinema Insomnia''! She describes her "target" as "a total neuro-bozo" -- gasp, she's talking about Mr. Lobo! Speaking to a mysterious figure we can only partially see, she says they're awaiting orders from their leader, and that their entire "cinematic universe" is at stake. She directs her companion to fetch a raygun, just as Mr. Lobo walks in, revealing that these strange people are his next door neighbors! The woman introduces herself as "Nexeter," and Mr. Lobo notices her resemblance of Exeter, from the movie. He invites her to join his shadowcast of *The Visitants*, but Nexeter has no idea what he's talking about. Mr. Lobo then inquires about the strange goings-on, and Nexeter denies any knowledge. He notices she's watching *Cinema Insomnia* and plops down right beside her to see reel 4 of...*The Visitants*!

8

Mr. Lobo awakes from a nightmare in which his neighbors were weirdos, just in time for Sally the Zombie Cheerleader to run in with a chainsaw! She's understandably proud of nearly killing Mr. Lobo, and sees some more people offscreen to go scare, sending Mr. Lobo chasing off after her.

9

Mr. Lobo's set up to show us how to make a jack 'o lantern when he notices Miss Mittens is on the table! He tries to reassure her that he's not going to hurt her friend (Sam, the pumpkin), when suddenly, with a red flash, it's split on two! Mr. Lobo swears he wasn't the one to do it, just as a strange animal sound is heard and one of the furry little invaders we saw before fleetingly pops up in the background. Mr. Lobo promises Miss Mittens he'll get to the bottom of this, and runs off to investigate! While holding a knife! Kids, never run with a knife without parental supervision, or a liability waiver.

10

With Miss Mittens nowhere to be found, Mr. Lobo resumes his demonstration of pumpkin carving. As he impotently stabs it with a gag knife, he realizes that's no pumpkin! It's Miss Mittens! Mr. Lobo warns her about dressing up as a pumpkin on Halloween and tells her to get changed while he finds a real pumpkin. Enter Sally and her chainsaw, who expertly carves Pumpkin-Mittens into a stunning Mr. Lobo jack o' lantern! While Sally beams with pride over her work, Mr. Lobo steals off with his injured life partner, and Sally steals off with his chainsaw.

11

Mr. Lobo assures us that Miss Mittens will be alright, owing to the fact that they made a pact with the Dark Spirit of Halloween, Punkin Ghoul (as seen in the official Cinema Insomnia coloring book and card game!) -- and here she is now, with Miss Mittens! Mr. Lobo asks Punkin Ghoul if she has time to finish *The Visitants* with us, and she does. To recap the movie so far, Mr. Lobo consults John Stanley's Creature Features Movie Guide, but is disappointed to find very little in John's writeup. Luckily ABBAKISS saves the day by having already made a *The Visitants* data disc for Mr. Lobo, which he uses to revisit the previous reels, Archie Comics-style!

12

Mr. Lobo begins his own reminiscences of the Halloweens of his and Miss Mittens's youth, except I think he's just remembering the ''Halloween'' movie franchise. (Busta Rhymes beating them up gave it away.) Kids these days just don't understand! And speaking of ignorant children, there are some at the doorbell now!

13

Mr. Lobo is proud to introduce tonight's Reel 7 Girl, but as the Harbinger harbinges, Sally ate her. Actually she's still eating her, as we see when Mr. Lobo brings her out as a replacement Reel 7 Girl and to audition her for his *The Visitants* shadow cast. She goes to put on her old costume while he runs down the list of parts she could play, but she reemerges dressed identically to him -- as Professor Levelland! Oh, Sally! Roll reel 7 of *The Visitants*!

14

Mr. Lobo desperately tries to recruit Miss Mittens as his shadow cast Lubbock, noting that in the film some extras appear multiple times as different characters, when he hears more trick-n-treaters at the door. Mr. Lobo dashes off to wrap the children in tin foil and leaves us with commercials.

15

When you see that big red bag you know it's time for another ''Insomniac Mail Sac''! Mr. Lobo's excited to have received a box from http://www.twitch.com/CinemaInsomnia livestream regular (and very cool person) Talky Tina! It's a souvenier model of Seattle's Space Needle, fabricated in a process that dates back to the 1962 World's Fair! Mr. Lobo is delighted with his gift, but the show must go on. Roll reel 8 of *The Visitants*!

16

Mr. Lobo presents *Cinema Insomnia*'s mailing address, but is interrupted by more trick-n-treaters, delightedly running offscreen and hemorrhaging Smarties and Dum Dums like a gutshot pinata all the way. Suddenly he spills back into frame, being savagely attacked by two of the creatures we've been seeing all night! In the ensuing melee, Miss Mittens and Mr. Lobo's OSI-74 mug go crashing to the floor! And so does Mr. Lobo. I hope the mug didn't break!

17

Nexeter has been watching the carnage unfold on her television, and she gives the creatures tormenting Mr. Lobo a name: Hobgoblins! (Different Rick Sloane movie, she knows.) She summons her shadowy assistant, who turns out to be none other than...''Babbuck (from the Front Desk)!'' Nexeter explains that the timelines of Rick Sloane movies are imbalanced, causing them to converge, or something, I don't know. Anyway she sends Babbuck next door to help Mr. Lobo (and hopefully the mug), but as for us, we're going back to...*The Visitants*!

18

Mr. Lobo rests after having heroically vanquished the Hobgoblins (with the help of the editor), and is overjoyed to see Babs has returned! In Babbuck form! But he quickly remembers that he didn't ever inform the Spotlite Theatre of his plans to perform there tonight with the Ronald Rayguns, and sends Babs to correct his error!

19

Babbuck is back, and she brings bad news and coffee. The Spotlite Theatre is now a Zarkov's Coffee. Mr. Lobo reels from the loss of such a beautiful and iconic landmark, but he tastes the coffee and seems to be coming around. Just in time for reel 10 of *THE VISITANTS*!

20

It seems the situation has deteriorated since the last wrap, and now Babs is sticking the raygun where the sun don't shine (up Mr. Lobo's nose). Nexeter appears and tells Mr. Lobo that she is a "replacement unit" for Exeter, and that Babbuck is a replacement unit for Lubbock, and that they've been lying in wait for over  30 years. Mr. Lobo has been recruited by Rick Furry, Agent of Vice Academy, to help defend the Sloaneiverse against Emperor Mouse and the Hobgoblin Armada. That's a lot to take in, so re-read it a few times if you need to.

Mr. Lobo protests that he's not, as Nexeter has been calling him, a professor. Rick Furry doesn't care -- he says that Mr. Lobo has shown that he's willing to fight for misunderstood movies, and he's needed for...''the Sloane Initiative.''

Mr. Lobo's skeptical, and concludes that Nexeter and Rick Furry are members of the other *The Visitants* shadow cast. Before he can explain that the Ronald Rayguns are homeless with the closing of the Spotlite Theatre, there are more trick-n-treaters to feed!

21

Mr. Lobo's bowled over by all the developments in the last wrap, and he's not alone! Nexeter explains that the Sloaneiverse is a "multiplex midnight multiverse"-like cinematic universe of Rick Sloane movies, and that Emperor Mouse has vowed to absorb or destroy it and all independent media! Mr. Lobo needs time to process, so he's throwing us back to the conclusion of...*The Visitants*!

22

Rick Furry is further explaining the situation, but he's doing swears so I didn't listen. Apparently the Sloane Initiative people knew that Mr. Lobo showing *The Visitants* would attract the Hobgoblins, but they didn't realize they'd get a raygun. Nexeter assures us it's a good story, though. Just then, a hologram of Emperor Mouse appears before them, and he warns them that "resistance is futile," and presents his captured Sloane Initiative spy (Jar Jar Binks)! He claims that he's responsible for mutating the Hobgoblins into ALFs, and that they're working for him to sabotage independent productions like ''Cinema Insomnia'' into unviability, so that the Empire can take control!

Nexeter insists that they must return to her spaceship to secure the Infinity Sloanes to help defend the Rick Sloane Cinemultiverse from Emperor Mouse, and that she thinks a copy of ''Vice Academy 3'' is on Jaaku (lol). Before Mr. Lobo's even able to process all this, Nexeter grabs him by the arm and drags him away!

### Ads

* Ditech.com (featuring the Magic 8-Ball!)
* Post Cereals (free Archies gifts included in specially marked boxes!)
* It's the Great Pumpkin, Charlie Brown
* McDonald's (Halloween "McBoo" pails)
* Sprite (now with aliens!)
* Burger King (ALF puppets only cost $2.99 back then!)
* Pacific NorthWEIRD (seen on OSI-74)
* V (the TV series)

### Trailers

* *Blood Theatre*
* *Yellowbeard*
* *Frankenhooker*
* *Strange Invaders*
* *Good Girls Don't*
* *Mind, Body & Soul*
* *It Came from Outer Space*
* *Hobgoblins 2*

### Shorts

* *Nightmare of the Lost Whores*
* *Amputee Hookers*
* *Clown Whores of Hollywood*
* Mr. Lobo performing in the *Rocky Horror Picture Show* shadow cast
* "I'm Watching TV" music video
* "Peter Pumpkin" trick-or-treating safety PSA

### Cast

* Mr. Lobo...Mister Lobo
* Babs from the Front Desk...Dixie Dellamorto
* Nexeter...Roxanne Guarino
* Sally the Zombie Cheerleader...Nicole M. King
* Punkin Ghoul...Wendy Sews
* Emperor Mouse...Wendy Sews
* The Harbinger...Aaron M. Lane
* Aaron M. Lane...Himself
* Rick Furry...John Dimes
* Jar Jar Binks...
* Hobgoblin 1...John "3D" Troxell
* Hobgoblin 2...Melody Troxell

### Quotes

"*This movie is like mainlining nostalgia. The sprightly music. The glam shots of suburban parking lots. Girls with hair so teased it needs therapy.*"
—Mr. Lobo
"*SEND MORE PARAMEDICS.*"
—Sally the Zombie Cheerleader
"*Sorry! Your door was unlocked, so we just let ourselves in. I know, that might seem like breaking and entering, but that's only if you know about the stuff that we stole from your house. I'm getting ahead of myself. We're your neighbors!*"
—Mr. Lobo
"*Weird? No. Wait, did you say 'weird?' 'Weird things happening?' No.*"
—Nexeter
"*Did you hear that? It came from over there! It came from over there! It sounded bigger than a Munchie but smaller than a Critter.*"
—Mr. Lobo
"*The tradition of the 'jack 'o lantern' comes from the Celtic pastime of stabbing things as part of any drunken celebration.*"
—Mr. Lobo
"*Y'know, Halloween was REAL different for Miss Mittens and I back in the day. We used to soap windows, and scare black cats, and...murder babysitters, and...poke each other in the eye with coathangers, and...shoot each other six times and fall off a balcony, and...oh, oh and then Busta Rhymes would come and beat us up, or we'd blow up a whole hospital and set it on fire, oh, oh oh, we'd put on these rubber masks that would just explode into bugs. Y'know, when you try to tell kids that these days? They don't believe you.*"
—Mr. Lobo
"*Babs, why do you have this gun up my nose?*"
—Mr. Lobo

### Trivia

* The opening musical number was sung by Roxanne Guarino, with the lips performed by Dixie Dellamorto. It was an homage to *The Rocky Horror Picture Show*, with the addition of a Halloween candy-stained tongue and "missing" tooth.
* Throughout the episode bumpers appear which were submitted by *Cinema Insomnia* fans.
* The *Archie Comics*-style artwork shown in Mr. Lobo's data disc viewer was created by Dixie Dellamorto.
* The location where Alan N. Smithee appears in the 2nd wrap is outside the real-life OSI-74 Studio.
* Mr. Lobo drinks coffee late in the episode, and remarks, "tastes like customer's blend," in a callback to *A Bucket of Blood*.
* Behind the scenes footage of the production was streamed live on Twitch.
* The lyrics of the opening song:

>
> *Exeter was stranded when the saucer landed, the Visitants aren't our friends
> Saw Lubbock's raygun shoot right through his sauna suit
> It seems we all get burned in the end
> When those jerks from the stars fight kids in classic cars
> Spotlite Theatre is where they all hide
> Put on your golden pants, they're gonna love you in France
> Give Hobgoblins one more try
> Midnight movie
> Low-budget feature
> Rick Sloane directs
> A rubber creature
> See good girls fighting
> Vice Academy
> Mary Woronov stars in Blood Theatre Part Three
> Whoa ho ho ho hooo-ooo
> Midnight movie 2-day rental video
> I wanna show
> Whoa ho hooo-whoaaa
> Midnight movie 2-day rental video
> I wanna show
> Ha-hooooo
> A midnight movie 2-day rental vide-yoooo*
>
>

## *The Visitants*

### Cast

Marcus Vaughter
Jordana Capra
Joel Hile
Nicole Rio
William Dristas
James R. Sweeney
Cliff Corder
Joan Tinei

### Runtime

92 minutes

An affectionate tongue-in-cheek throwback to the classic "teenagers vs alien invasion" movies of 1950s drive-ins.

Reel 1

Aliens Exeter and Lubbock pilot their spacecraft for Earth, where they'll begin a 30-year mission scouting the planet for invasion. Upon landing, they encounter two 1950s teens, whom Exeter asks where she and Lubbock can live. The boy laughs them off, causing Lubbock to kill him with a raygun. The frightened girl tells them her parents have a guest house, and Lubbock implies he'll kill them all and take the entire home. Exeter and Lubbock carry the screaming girl away.

The movie jumps forward 30 years to 1986, where Exeter and Lubbock are communicating with a superior via satellite dish, the sound of which wakes Eric, the teen boy next door. Exeter and Lubbock explain to the remote alien that they've culminated their research and have marked October 31st for the date to begin the invasion of Earth.

Eric awakes groggily in the morning, having been kept awake by the sound of the alien equipment. He goes to the breakfast table to meet his parents with his school project, a model of a molecule. His friends Ellen and Sherwin arrive, honking in his driveway, waiting to take him to school. As they leave, Eric backs up and knocks over Exeter and Lubbock's satellite dish, and they drive away.

Reel 2

Eric, Ellen, and Sherwin arrive at school and present their projects to their teacher. Sherwin's presentation of a meteor traveling through space, involving a toy dart gun, fails to impress the teacher, who gives him a C. Ellen is next, with her project about new dolphin-safe nets used by the commercial fishing industry, which receives an A. Eric is last, but before he can explain his project, the teacher begins to guess, misunderstanding the simple model of a molecule to be a futuristic community involving orbital satellites. Eric bluffs that this was his intention and receives an A.

Ellen and Sherwin approach Eric in the school hallway, with Ellen asking if they can study together that night, and Sherwin saying there's a movie coming on TV he wants them to watch. Eric declines, saying he's looking forward to catching up on his sleep, now that the neighbors' satellite dish has been wrecked.

Back at home, Eric lies down for the night, when Exeter and Lubbock begin repairing the satellite dish. Eric is drawn to the window by the activity, seeing them use a raygun in their work. The next morning he wakes to find his alarm clock and two toys mysteriously cut in half.

Eric goes to breakfast with his parents who notice he's still unrested. Eric asks them how long their neighbors have lived there, and Eric's father says he's unsure, but thinks they lived their when Eric's family moved in years ago. Eric's father realizes he never sees the neighbors outside and concludes that they must work at night. For the second time Eric's father asks Eric if he wants him to talk to the neighbors about their satellite dish, and Eric says no, that he'll handle it.

REEL 3

Eric stays behind at school to show Professor Levelland his destroyed alarm clock and ask if he knows what could have done it. The Professor is amazed at the sight, and subjects it to a gieger counter, detecting a small amount of radioactivity. He concludes that whatever did it was highly advanced technology and questions Eric about it. Eric lets slip that it was a raygun, and the Professor lightly pressures Eric to acquire the gun and bring it to him.

After arriving home, Eric goes to Exeter and Lubbock's and knocks on the door. Getting no answer, he tries the door and makes his way inside. He finds the raygun, but before he can escape, Exeter and Lubbock enter and confront him. They explain their unusual schedule away by saying they're TV repairmen, but Lubbock unthinkingly uses his telekinetic abilities in front of Eric. They then admit to being aliens and warn Eric that if he tells anyone, they'll either have to kill him or take them back to their home planet. Frightened, Eric agrees, and leaves the house with their raygun hidden in his backpack.

REEL 4

Eric returns to school and gives the raygun to Professor Levelland, who notices Eric seems very nervous. Eric leaves the lab and happens upon Ellen, who invites him to their school's Halloween party, but Eric absentmindedly shrugs her off. At home, Exeter and Lubbock realize their raygun is missing, and conclude that Eric took it. Back at school they confront Eric, but fail to find the gun in his backpack. Eric escapes and flees to an auditorium where Professor Levelland is judging Sherwin' pumpking carving, closely pursued by Exeter and Lubbock. Eric grabs Sherwin's butcher knife and stabs Lubbock in the chest, but Lubbock casually pulls the knife back out. In the ensuing commotion, Eric again escapes.

Back at home, Eric prepares for bed, setting up his brand new alarm clock. Just as he closes his eyes, Lubbock and Exeter appear brandishing implements of torture, and restrain him. Just before Lubbock applies the hedgetrimmer, the alarm clock goes off and Eric jolts awake from his nightmare.

REEL 5

Ellen and Sherwin catch up with Eric at school, and he assures them the incident with Lubbock and Exeter was just a Halloween prank. Eric finds that Lubbock destroyed his textbook and asks to share Ellen's, and Sherwin shows off his homemade Halloween mask.

The kids have lunch together, then line up to see the college counselors. Eric sees flashes of red light coming from the science lab and leaves to investigate. Finding Professor Levelland experimenting with the raygun, Eric cautions him that using it so openly might be dangerous, but doesn't elaborate. Ellen and Sherwin reach the front of the line to find Exeter and Lubbock waiting for them. They inquire about Eric's gun, but the kids manage to slip away. Back in the lab, Professor Levelland questions Eric about where the gun came from, misunderstanding that it came from neighbors of Eric's who've defected from the Soviet Union. Satisfied that the Professor will be discreet, Eric wriggles out of the conversation and leaves.

Eric arrives home sometime later to find Ellen and his parents decorating the house for Halloween. Eric's dad is upset to have heard from the school that Eric missed his opportunity to meet with the college counselors, and Eric and Ellen go into Eric's bedroom. Once there, Eric notices Exeter and Lubbock's presence outside the window and distracts Ellen by kissing her. Exeter and Lubbock leave, and Eric and Ellen continue kissing and rubbing balloons together.

REEL 6

Eric, preparing his Archie Andrews Halloween costume, is stopped and questioned by his parents, who reminisce about the Halloweens of their youth, and how much they hate it now. His bedroom television begins transmitting the feed from Exeter and Lubbock's communicator, revealing to him their plans to tie up their loose ends by killing Eric and everyone in his address book before the invasion begins at midnight. He emerges from his bedroom and finds his parents packing a suitcase and planning to spend Halloween in Palm Springs. Eric pleads with them not to go, but can't explain why. He confronts them one last time just before they drive away to tell them the truth, but Lubbock and Exeter appear, shutting him up.

REEL 7

Sherwin shows up at Eric's, telling him they never unlocked the gym for the school Halloween party, so he told all the kids they could party at Eric's. Eric takes Sherwin and Ellen aside to tell them about the aliens, but Eric glimpses them in the mirror and discovers they're Exeter and Lubbock in disguise. Sherwin and Ellen notice Eric's absence at the party in the other part of the house, and Exeter and Lubbock begin beating Eric to force him to tell them where their gun is, and whom he's told about them. Unsatisfied with his answers, Lubbock shapeshifts into Eric.

Lubbock joins the party disguised as Eric, just when Professor Levelland calls. Ellen answers and is excitedly told by the Professor to have Eric go to the school lab immediately, because there Professor Levelland's discovered the full potential of the raygun. Ellen tells Lubbock-as-Eric, and Lubbock returns to Exeter to share the news. Lubbock reverts to his natural form and Exeter emerges from Eric's bedroom to stop Ellen from warning the Professor.

REEL 8

Exeter and Lubbock take Eric, Ellen, and Sherwin captive to go with them to the school and recover the raygun, threatening that if anything goes wrong, they could easily kill all of the kids at Eric's house. They all load into a vintage Buick, and on the way are stopped by a policeman. Ellen pleads with the officer for help, but Eric blabs that their kidnappers are aliens taking the kids to their home planet, so the policeman assumes it's all a Halloween prank and lets them go with a warning.

Before Lubbock can restart the car, Eric and Ellen push them away and the kids escape. Eric surmises that they'll be safe if they can evade the aliens until midnight, but doesn't know where to hide. Sherwin suggests the midnight movie, ''It Came from Outer Space'', that he wanted to see anyway. Eric agrees, and the kids run to the theater. Pleading with the theater employees to let them in, Eric blabs again that they're being pursued by shape-shifters, and the crowd begins to mock them that they're running from "aliens," which causes Eric to suspect that the employees might be aliens in disguise. Just then, Sherwin sees Exeter and Lubbock arrive in their car, and Eric and Ellen run for their lives.

REEL 9

Eric and Ellen are wandering the streets alone, while Exeter and Lubbock take a breather on the hood of their car. Lubbock flirtatiously mentions that they'll have to repopulate the planet, but Exeter insists that the repopulation stage of the invasion won't begin until dawn. Eric and Ellen find a vintage Cadillac outside a diner and decide to use it as a hiding spot, but set off an alarm and, fearing it might attract the aliens' attention, run away, straight into a waiting Exeter and Lubbock. Recaptured, they're loaded back into Lubbock's Buick, with their only consolation being that Sherwin seems to have escaped. Just then Sherwin marches up and climbs into the car himself, complaining about his treatment at the movie theater.

Exeter and Lubbock arrive at the school with the kids to await the arrival of the invasion force. Reminded of their missing raygun, they order the kids to take them to Professor Levelland to retrieve it, but Eric misdirects them to a different part of the school and on the way escapes with Ellen and Sherwin to warn the Professor. Exeter and Lubbock explore the campus seeking the kids and are confronted by a security guard, whom Lubbock quickly kills with a fist through the abdomen.

REEL 10

Eric, Ellen and Sherwin find Professor Levelland, who's too engrossed in his research to heed their warning that they all need to hide. Before they can change his mind, Exeter and Lubbock discover them. They explain to the Professor that they're "Visitants," beings who search for livable planets and assume the form of its native inhabitants as scouts for an eventual fullscale invasion and repopulation. Just then the sound of approaching spacecraft can be heard, and Lubbock demands the return of their raygun. Eric and Ellen try to fight them off by throwing harmless objects at them, but Lubbock gets ahold of Eric and starts easily throwing him around the room.  He stops when the spacecraft are heard landing, and they all exit the classroom and board the craft.

Onboard the craft, Exeter and Lubbock tell their four captives -- Eric, Ellen, Sherwin, and Professor Levelland -- that they'll soon be the last four human beings left. Finally understanding the situation, Professor Levelland produces the raygun and holds the Visitants at gunpoint while the teens exit the ship. Before they can disembark, a third, more monstrous alien appears and abducts Ellen, and during the commotion Exeter and Lubbock activate their ship's takeoff procedure. Eric and Sherwin run to rescue Ellen, and when the monster sees Sherwin's Halloween costume, it flees in terror.  While Professor Levelland continues to threaten the Visitants, the teens make a break for it, escaping a fourth, smaller alien, and then leaping out a hatch to the ground. Before the Professor can join them, the clock strikes midnight and the ship rockets off into space.

REEL 11

The kids are back at school the next day, and they're informed that Professor Levelland's class has been canceled because he never showed up. Still reeling by the events of last night, Eric concludes that they'll probably never know what happened, but the invasion seems to have been thwarted by their escape from the ship with the aliens fearing they'd been able to rally a resistance.

Eric returns home to find the house next door is available for rent, and his parents are back, and upset over the mess left by Sherwin's party, grounding him for a week as punishment. Eric calls Ellen from his bedroom, and tells her he'll see her at school tomorrow. Just after he hangs up, he hears Professor Levelland's voice calling to him from his TV set. The Professor tells Eric that he's been traveling through space, and he'll relay his findings to Eric every day to help advance Earth's capacity for space travel, pledging that by working together they can make interstellar flight possible within Eric's lifetime.

Eric's parents commiserate in the dining room over the mess, and his mother laments that she thinks he might never grow up, but his father has confidence in him. Outside a blank-eyed man and woman pull up in front of the vacant home next door in a vintage car, see the sign, then turn and smile at each other. (They're visitants.) THE END!

### Trivia

* The opening titles were animated in part by Kustomonsters creator Craig Clarke, who also has a cameo late in the movie, dressed as a mummy at the Spotlite Theatre.
* A poster for one of Rick Sloane's previous films, *Blood Theatre*, appears in Professor Levelland's biology lab.
* Exeter's iconic gold pants previously appeared in Rick Sloane's *Blood Theatre* and in *Hobgoblins*, worn by the phone sex operator, in what the Cinema Insomnia Wiki calls the *Gold Pants Trilogy*.