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This INVASION OF THE BODY SNATCHERS, a 1978 remake of the classic ’50s horror film, is one of the rare re-dos that squeezes more terror out of the premise than the original did. It’s scary, smart and disturbing.

The Phillip Kaufman-directed remake follows Matthew (Donald Sutherland), a health inspector who slowly realizes that aliens are very quietly taking over the world, replacing human beings as soon as they fall asleep and disposing of their original bodies. The emotion-free but ruthless aliens are arriving as flowers, whose spore spreads the takeover. They develop into pods and replace the host body.

“Why not a space flower,”Matthew ponders of the aliens’ arrival. ” Why do we always expect metal ships?” Brooke Adams is earthy and sexy, as his unrequited love. Jeff Goldblum is a frustrated writer, ALIEN’s Veronica Cartwright his patient wife. Leonard Nimoy plays a Dr. Phil-type therapist who, once transformed, becomes one of the aliens leading the takeover. Although he’s playing an emotionless being from Space, he is a lot more menacing than Mr. Spock.

“We came here from a dying world. We drift through the universe, from planet to planet, pushed on by the solar winds. We adapt and we survive. The function of life is survival,” Nimoy’s alien argues persuasively.

Most horror movies work well with elements of paranoia, something this INVASION embraces wholeheartedly. When Brooke Adams’ becomes an alien, she does something disturbing with her eyes. STAR WARS’ soundman Ben Burtt came up with the aliens’ ingenious scream when they see a human on the street (he used recordings of slaughterhouse pigs squealing). he also takes out ambient natural world noise, like crickets, and replaces them with mechanical sounds as the film goes on.

The film’s most disturbing image, a dog with a human head walking down the street (because the sleeping man and dozing dog’s pods were jostled) was created by the great Tom Burman, whose make up FX masterwork has won him dozens of Emmys. The effect is spooky and disturbing, done long before CG FX. “That was a mask of the guy playing the bum that we put on the real dog,” explains Burman. “When his tongue came out, that was the dog–he was a very good dog for doing that!”

On top of it all, there’s a wonderfully chilling shock ending.

Fun Fact: When Sutherland and Brooke Adams hide in the truck, watch the pod Person who stumbles by the truck’s open door…That is the great PAUL DINI, the creator of BATMAN: THE ANIMATED SERIES’ Harley Quinn and the writer for the BATMAN: ARKHAM ASYLUM/ARKHAM CITY video games. he was a young college student doing an extra bit in the movie. Look for an uncredited Robert Duvall as a priest.

-Pat Jankiewicz