Ignoring warnings to reduce their budget, Mulder and Scully research reports of alien abductions in Bellefleur, Oregon - the site of their first joint X-files investigation.
In the small hours of the night, Detective Miles is driving along a country road when he is dispatched to a stretch of highway where his deputy, Ray Hoese, has called in a massive fire and a suspected downed aircraft, although Deputy Hoese is now out of contact. As Miles arrives, his watch begins to spin, his car's electricity cuts out and he sees the forest around him ablaze. His car crashes and, as he gets out, he notices Hoese unconscious in his own car further along the road, his eyes bloodied. After the detective goes to investigate, he steps in a pool of green blood and is suddenly confronted by a man who looks exactly like Hoese, but has green fluid seeping out of him and advances on the detective.
At FBI Headquarters, Agents Mulder and Scully are separately interviewed and assessed by Special Agent Chesty Short, regarding expenses on their numerous cases over the years. Mulder shows an apathetic disinterest in this subject, stressing slightly that the work they have done more than justifies the means, while Scully is more forceful in her staunch defense of the X-files. Agent Short goes as far as to point out that, since Mulder's search for what happened to his sister was the chief reason for his investigations and because this has since been officially resolved, there no longer stands a purpose to Mulder's work. The FBI auditor also shows clear scorn towards the views pushed via the work in the existence of aliens and of the conspiracy.
FORJ SIDI TOUI, TUNISIA
In a penal colony in Tunisia, the convicts jeer and cat-call as a smartly dressed Marita Covarrubias walks into a large holding cell, issuing an instruction to release one of the prisoners: Alex Krycek. A stunned Krycek bluntly reminds her that, upon their last encounter, he spurned a chance to save her. However, Marita simply implies that she is following orders and states that, if it were up to her, she would leave him to rot in confinement.
As Krycek showers, Marita tells him that the Cigarette Smoking Man arranged his release, that the CSM is dying and has some important business with both of them.
Agent Short recalls Mulder for another interview, in which he tells the X-file investigator that times are changing and that facts are required and, even then, interest in the supernatural is almost non-existent. He all but insults both Mulder and his investigations, telling him that he has to "reduce [his] vision."
Two young UFO enthusiasts, Gary and Richie, arrive at the site of the previous night's activity and are greeted by Detective Miles, who calmly refutes their claims that a Navy jet collided with a UFO mid-flight and informs them that there is nothing for them to see in the woods. As Detective Miles leaves, however, the two youngsters gaze into the woods, their curiosity still piqued.
Mulder returns to his office after having spoken with Agent Short and implies that he attacked the expenses auditor, much to Scully's amusement. Mulder's office phone rings and – after he answers the call, putting it on loudspeaker for Scully's benefit – both agents are shocked to hear that their caller is none other than Billy Miles, an abductee from Oregon whom the agents investigated around seven years ago. Alone in his family home, Billy quickly informs the agents that he is deeply worried and does not know who else to confide in, admitting that he is concerned that the abductions have begun again but not to him, this time. He abruptly ends the call when his detective father enters. After brief consideration, Mulder and Scully decide to go to Oregon, with Scully in particular delightfully planning to "go waste some money."
THE WATERGATE APARTMENTS
Marita and Krycek arrive at the CSM's door, at the Watergate Apartments in Washington, D.C.. They exchange a glance as they wait to be let in and are soon led to the apartment's occupant by his nurse. A gray-haired wheelchair-bound CSM, who speaks wheezily and smokes through a hole in his throat, greets them and shows immediate concern for Krycek, who quickly scorns the CSM by iterating that it was he who had him thrown in jail. The CSM defends himself by stating that the reason he did so was that Krycek had tried to "sell something that belonged to [him]." The CSM changes the topic of conversation, saying that they need to focus as one and concentrate on the matter at hand: an alien craft that has crashed in Oregon. The CSM describes it as the chance to rebuild the Project but claims that finding it will be complicated.
In the Oregon woods, Gary and Richie search for the craft using flashlights and a Geiger counter. As Gary wanders off, he walks into a forcefield and is shaken at high speed while suspended in mid-air. Richie finds a spot that the light from his torch seems to reflect off and calls out to his friend, receiving no answer. His flashlight begins to glow and combust, and Richie quickly drops it as it bursts into flames. Terrified by sudden high readings on the Geiger counter, he runs away.
The following morning, Mulder and Scully arrive in Bellefleur, where they are greeted by Billy, who is now a deputy having appeared to have put his past behind him. He tells them that a mid-air collision took place on the night when Deputy Hoese disappeared and that the Navy has recovered their own craft but not the other. Billy also tells them that his father has not been helpful in investigating and doesn't seem interested in finding anything. At this point, Detective Miles drives up and appears to recognize the agents, after Billy informs him of their identities. The detective reveals his doubts that any UFO will be found, despite Mulder's views, but he recommends that the agents speak to the FAA.With Detective Miles and his son leading, Mulder and Scully travel out to the road where the incidents took place. Mulder leaves the car that he and Scully are using and immediately notices the cross he left on the road during his original visit to the area. When asked about the cross by Detective Miles, Mulder recalls that he left it as a marker for potential unexplained phenomenon, such as time loss or car engines cutting out, both of which occurred to Miles on the road, although he doesn't mention this. While actively checking the road, Mulder sees a black burnt residue that he examines and Scully finds three bullet casings, indicating that Deputy Hoese fired his weapon before disappearing. Scully asks Billy about the missing deputy, learning that Hoese was married and had a new baby at the time of his disappearance, but Detective Miles interrupts Scully's questioning and insists that his son brings him the bullet casings. As Mulder and Scully leave, the detective puts the casings in the trunk of his car, next to the body of an unconscious man who looks identical to Detective Miles.
After leaving the crime scene, Mulder and Scully speak with Hoese's wife and are stunned when it turns out to be none other than Theresa Nemman. After speaking with her about her abductions and her husband, she leaves the room to get some medical files, leaving her baby on Scully's lap. Mulder watches as Scully plays with the young child.
Mulder is looking through the medical files in his motel room when Scully arrives there, feeling cold and having been dizzy a short while ago. He asks her if she wants him to call a doctor but she declines, intent only on getting warm, so Mulder helps her into his bed and hugs her tightly. As Mulder maintains his embrace around her, he tells Scully that he wants her to return home and that he no longer wants her to risk her life and safety, to be with him. Scully quickly refutes this but Mulder insists that she has lost too much and has much more to do with her life than continue to work on the X-files.
Outside the motel, Krycek waits in his parked car and phones the CSM, informing him that nobody has found the UFO yet and that he believes this is because it is not even in the area. However, the CSM insists that he is certain of its location and that it is "hidden in plain sight". He is then shocked to hear that Mulder and Scully are also there. After Krycek tells him that the agents are looking for a missing deputy, the CSM replies that this is the key to finding the ship. A frustrated Krycek abruptly ends his call with the CSM.
On the same night, Theresa Hoese is awakened by someone at her door and is both delighted and relieved to see that it is apparently her heretofore missing husband, who embraces her as he enters their home. As Theresa concernedly asks him where he has been, however, her visitor remains silent and simply looks at her, plainly. Realizing that the visitor is not her husband, she runs away from him and flees upstairs. She hides behind a corner, now armed with a knife, and – as her peculiar visitor nears her – she attacks him, repeatedly stabbing his torso. His body consequently begins to ooze green liquid, causing her eyes to swell up. She desperately tries to reach her child, who is noisily crying in a crib upstairs, but is stopped by the intruder, who then drags her away.
Mulder and Scully arrive at Theresa's house to find a police crime scene, with Billy informing them that she was taken in the night and that nobody knows what happened. Investigating the house, Mulder once again sees the black burned residue and points it out to Scully. Both agents recognize the scorched substance as a kind of alien blood they have encountered before. Scully suddenly feels nauseous, much to Billy's concern, but she quickly shakes it off.
At the Watergate Apartments, Marita asks the CSM why he went to the trouble of bringing Krycek there, if only to "toy with him." The sickly CSM insists that Krycek will find the UFO but states that he can't tell Krycek how to do so, as it would risk allowing him to sell the information. The CSM also states that the UFO is rebuilding itself and that the craft will soon be able to leave again. He also cryptically claims that the ship is the answer to every conceivable possible question and that there is no God besides the alien intelligence that is, according to him, far greater than humanity. When Marita asks the CSM to confirm that the aliens are coming, he simply says that the aliens are merely returning.
Outside of Theresa's house, Mulder notices Richie nervously watching the investigators so he approaches the teenager, stopping Richie as he starts to walk away. Mulder introduces Billy to the situation, asking if he knows Ritchie, and Billy thus intervenes, curious about Ritchie's behavior. A panicked and emotional Richie tells Billy that "they" took Gary from the woods and that Detective Miles knows what is out there.
Near the forested location where Ritchie was separated from his friend, he now leads Mulder and Scully through the woodland, explaining exactly what happened on the night when Gary disappeared. Scully separates from her two male companions, to have a look around, but, like Gary before her, she is suddenly caught in the ship's shielding, levitating off the ground and shaking at an inhuman speed. After noticing her absence, Mulder finds a disheveled Scully, half-conscious on the ground. She is unable to recall what happened and simply assumes that she experienced another episode. Mulder tells her that he believes the recent abductions are different from all those that previously occurred in the area, as he believes the abductees being taken this time will not be returning.
At the Miles family home, Billy – now highly suspicious – enters and pulls his gun on the man who appears to be his father. Billy questions the man's identity, insisting that the man is not who he seems to be and that he himself will not be taken again. The man claims that he does believe Billy, despite Billy's suspicions to the contrary, and says that he just wants "it all to go away." Tearfully, Billy relinquishes his gun, at which point the other man's facial appearance physically morphs from that of Detective Miles to that most commonly utilized by the Alien Bounty Hunter, who is capable of such swift transformations. The Alien notices the arrival of Mulder and Scully, who enter the property to find neither the Alien nor Billy Miles.
TWO DAYS LATER
With Mulder and Scully now back at FBI Headquarters, Skinner approaches Mulder in his office. Mulder displays a resigned attitude towards what he assumes will be punishment for his trip to Oregon. Skinner instead shows his sympathy, telling Mulder that it was just a case and that, despite what he may have achieved, the FBI just "don't like [him]." After a brief hesitation, Skinner signals both Krycek and Marita into the office, much to Mulder's astonishment. He immediately goes to attack Krycek but is held back by Skinner. Krycek shows his understanding of Mulder's hostility but instructs him to listen. Marita reveals to Mulder that the CSM is dying and that he wants to find the UFO in Oregon to restart his Project. Krycek tells Mulder that the ship is in the woods, adding that it is cloaked in an energy field, and says that the Bounty Hunter is cleaning up evidence by taking the abductees. Krycek also insists that Mulder will want to find the proof. Scully enters, totally taken aback by the sight.
In an office on an upper level of the building, the five later have a discussion with The Lone Gunmen – Byers, Frohike and Langly – who, by using recovered intelligence, find that there is evidence of the craft's location but that nobody would ever realize what it is. Krycek and Marita reiterate the urgency of the situation and an unnerved Scully exits the room. Mulder follows her out and tells Scully that it is important that she not go with him to Oregon because, as a former abductee, she cannot take the risk of doing so. Scully embraces him and tells him that she will not let him go there alone.
Mulder and Skinner travel back to the woods, equipped with lasers for finding the cloaking field, while Scully remains in D.C., reviewing medical records of the abductees. While she does this, Scully notices that the records all show signs of irregular brain activity, identical to a condition that Mulder recently suffered. Realizing that she was rejected by the ship's forcefield in Oregon and that Mulder is the person who is actually in trouble, Scully is once again overcome by nausea and this time collapses, as the Lone Gunmen rush to catch her.
Back in the woods, Skinner and Mulder begin to set up their equipment. Noticing a spot where the lasers cease in mid-air, Mulder puts out his hand and sees it shake violently as it enters the forcefield. From his location further away from the energy barrier, Skinner notices that Mulder has vanished and goes to look for him. Mulder is, in fact, on the other side of the shield, invisible to Skinner, where he sees the group of abductees standing in a huddle under a light emanating from the UFO. He enters the light, welcomed by those around him, and looks up to see the ship's hull. The Alien Bounty Hunter approaches him, walking right up to him face-to-face, and appears to look satisfied. The white light that surrounds them flares. Suddenly, Skinner sees the UFO in the sky, where its lights flash brightly before powering away. Realizing what has happened, a stunned Skinner utters Mulder's surname.
At the Watergate apartment complex, Krycek and Marita come to visit the CSM, who is already aware of his plan's failure but is resigned to his fate. With Marita holding back Greta, Krycek wheels the CSM out of the room, saying that he is going to "send the devil back to Hell". Krycek takes the CSM to the top of a flight of stairs, where an oddly calm CSM says, "As you do to me and Mulder, you do to all of mankind, Alex", almost showing a respect for his former protege's murderous nature. At this point, Krycek shoves him down the stairs, leaving him broken and crumpled at the bottom. Krycek and Marita then step over him, on their way out of the fallen CSM's apartment.
Having been hospitalized following her recent collapse, Scully is visited by Skinner, who inquires as to her wellbeing. After a moment, a highly emotional Skinner admits that he "lost him", regarding Mulder's abduction, before tearfully stating that he can't and won't deny what he saw. Before Skinner leaves, Scully tells him that, although she cannot understand it, and that it is important that he keep it secret, she is pregnant.
From Script to Screen
- Because the production crew of The X-Files were unsure about whether this seventh season finale would also be the last episode of the series (since the possibility of an eighth season had not yet been confirmed), there were several options for this episode's script; the episode could potentially end the series, be a cliffhanger for an eighth season or a cliffhanger for a series of feature films based on The X-Files, the possibility of continuing the series with movies having been discussed at length. There was early discussion of the seventh season finale being a two-hour or ninety-minute episode, but those ideas were quickly discarded. Production meetings developed an extra sense of urgency, as the writers worried about how they would want to conclude the series, if the seventh season finale would indeed be the end of The X-Files' television series; the writers considered where to have Mulder and Scully end up, emotionally, and where to have the conspiracy and the aliens end up. Due to their uncertainty regarding the continuation of the series, the frustrated writers decided that whatever they did would have to apply as either a conclusion to the series or a cliffhanger.
- The writers bandied about ideas, frantically concerned about what they would do with the seventh season finale, when the idea to go back to the pilot episode was finally made, the concept being that – if this was indeed to be the end of The X-Files – they would want to revisit the series' origins, to act as a bookend to the series. Writer/producer Frank Spotnitz sums up the atmosphere at the time by recalling, "When it came time to write the season finale for Season 7, "Requiem", there was a very good chance that it was the last season of the show. David Duchovny had announced he was done. There was some pretty strong sentiment inside and outside the show that it was time to call it a day. So we very consciously went back to the pilot episode, to the characters of the pilot episode, Billy Miles and the Sheriff, and brought them back for that, to come full circle from where we'd been."
- Besides the notion of returning to the series' pilot, there was one other idea that the writers definitely wanted to bring back. Since the start of The X-Files' seventh season, they had realized that Scully becoming pregnant would, generally, be a great idea. The writers also thought that adding this plot thread would be a wonderful way to end the series, if it was to end with the seventh season finale.
- The idea of Mulder's abduction also came very early in the process of conceptualizing this episode's plot. Frank Spotnitz recalls, "We felt it was an appropriate ending to have Mulder abducted and that idea came very early on in the writing of the story."
- That Chris Carter would write this episode's script went without question, Carter having originally come up with the series' pilot episode and (therefore) the concept of the series itself.
- In an attempt to keep the element of surprise, the specifics of this episode's plot were made known to only a select few. Consequently, many rumors began to quickly circulate, among both the series' fans on the Internet as well as The X-Files' production crew, and there were hints that – since Mulder actor David Duchovny would most likely not return for an eighth season (due to the end of the actor's contract with the series) – a recurring cast member, such as Skinner actor Mitch Pileggi, might step into the Mulder role.
- On the day when the first draft of this episode's script was released to the crew, producer Paul Rabwin noted the significance of the episode's title, as the fact that the word "Requiem" means a mass for the dead represented the first clue as to the kind of script it might be. Rabwin also immediately recognized the site of The X-Files' pilot episode; the words "Bellefleur, Oregon" were the first text that he read from the script and he realized that the episode seemed to be a full-circle situation. From then on, the script came out literally one act at a time and the cast and crew developed (slowly but surely) a fuller understanding of what the episode would be about; the production staff knew – by the time they began filming this episode – that Mulder was in the woods, that there was a spaceship which launched and that Mulder was then nowhere to be found, but this knowledge did not particularly answer any questions for the production personnel, for whom further clues came to light during the casting process.
- Throughout much of this episode's production, the last two pages were missing from the episode's script, which was now otherwise complete. This added to both the crew's uncertainty, about whether the series would return, as well as the rumors on the set. However, Mitch Pileggi was feeling kind of numb at around this time and the absent script pages were also not the primary concern of Scully actress Gillian Anderson, who was more concerned with what the future might hold for the series. Although the writers had been talking about the episode's last scene for a long time, Chris Carter waited until the last possible moment before writing the script's final two pages. He recalls, "I wrote the actual ending of the episode only the day before it filmed. And I'd held it back because I didn't want the cat to get out of the bag. I wanted to keep it secret, what was going to happen. In fact, if this was going to be the series finale, I wanted it to be a secret, and there are lots of prying eyes. We had lots of leaks, we had spies and spoilers who wanted to let the news out on the Internet before we had a chance to show the show. So this was a case where I waited right down to the last minute and slipped, without anyone's knowledge of where we were going with the episode, because the script was incomplete as we were shooting it, I brought this scene… and the series could have very well ended there."
Cast & Established Characters
- For this episode, casting director Rick Millikan brought back performers Leon Russom (as Detective Miles), Zachary Ansley (as Billy Miles) and Sarah Koskoff (as Theresa Hoese), to essentially reprise each actor's role from the pilot episode (although Sarah Koskoff's character was named Theresa Nemman in that original episode, her change of name being implied in this episode as being due to marriage). In fact, Sarah Koskoff had also appeared as Didi Higgens in the Millennium episode "Covenant". She would return to reprise her role from this episode of The X-Files (along with actors Eddie Kaye Thomas and Judd Trichter as Gary Cory and Richie Szalay, respectively) in the Season 8 episode "This is Not Happening". As Billy Miles, Zachary Ansley would not only return in the concluding part of that episode (entitled "DeadAlive") but would also make two later appearances in the eighth season (in season-ending two-parter "Essence" and "Existence"), before finally being featured in archive footage in "The Truth" – the last episode of the ninth season and the series as a whole.
- Also returning to The X-Files in this episode were recurring cast members William B. Davis (Cigarette Smoking Man), Laurie Holden (Marita Covarrubias), Nicholas Lea (Alex Krycek), Mitch Pileggi (Assistant Director Walter Skinner) and Brian Thompson (Alien Bounty Hunter). The recurring characters of the Lone Gunmen also returned in this episode, played by Tom Braidwood (Frohike), Dean Haglund (Langly) and Bruce Harwood (Byers).
- Notably, William B. Davis made his first of many appearances as the Cigarette Smoking Man in the series' pilot episode (alongside Zachary Ansley, Sarah Koskoff and Leon Russom). This episode features Davis' last appearance for an extended absence of the Cigarette Smoking Man in The X-Files; the actor and his character would later return in "The Truth", 2 years later.
- Krycek actor Nicholas Lea was admittedly unsurprised that he was asked to return in this episode and said that he would have been shocked if he had not been, as not only was he aware that this episode was bringing back many characters from the past but he also had become accustomed to his character suddenly reappearing in irregular episodes without much explanation about where Krycek had been since his last appearance.
- Kim Manners was under the impression that Chris Carter would want to direct this episode, but Carter had a change of heart. Manners explains, "I thought Chris would want to direct this episode, just in case it was the last one. And he came to me and originally, at the beginning of the season, he said he would do episode twenty-two. Midway through the season, for some reason, he changed his mind and wanted me to do it; I feel very honored."
- Filming on this episode began on 20 April, 2000, on Soundstage 5 at the 20th Century Fox lot in Los Angeles, California. Although there was the usual on-set joking and good-natured banter, there was also an underlying tension caused by the uncertainty of whether The X-Files would be back, a question that would remain unknown to everyone working on the episode (even Chris Carter) throughout the production period. The crew ended their filming at the Fox studios at the end of their fourth day there.
- The production personnel then relocated to Big Bear, a mountain resort in California. The scenery and geography of this location made it the ideal backdrop for the final days of filming, during which time several of the episode's most demanding effects and stunts were achieved. The stunts included the portrayal of Detective Miles' brutal car crash, which was performed and filmed on a lonely stretch of mountain road.
- The hospital scene at the conclusion of this episode was arranged to be filmed in Big Bear Hospital. With the script's last two pages completed, Chris Carter called line producer Michelle MacLaren and asked her to make sure that she scheduled this scene as the last to be filmed. Carter showed the ending that he had written to Frank Spotnitz before printing one copy, with the exception of the script's last paragraph, and then had someone deliver it to Big Bear at ten o'clock on the morning of the last day of filming. Chris Carter then left at four o'clock that afternoon and drove to Big Bear, where he arrived at Big Bear Hospital shortly before the scene was to be filmed. He approached Kim Manners, Mitch Pileggi and Scully actress Gillian Anderson with the printed text before calmly handing it to them. According to Carter, Gillian Anderson reacted to the revelation of the scene by saying that she had known Scully's pregnancy had been coming but everyone else was completely surprised by the scene.
- This episode wrapped production on May 5, 2000. The crew had a wrap party that was, according to Frank Spotnitz, very odd because the attendees were still unsure of whether The X-Files would be back but suspected it would be, as they did not feel as if they had closure. In fact, it was not until shortly before the episode aired that Fox announced confirmation of an eighth season.
- To show the extremely ill Cigarette Smoking Man's method of smoking in this episode, William B. Davis wore a prosthetic neck appliance that he did not find to be particularly comfortable.
- The stunts that were achieved during the crew's visit to Big Bear included Gillian Anderson being hoisted into the air on a harness, to simulate her encounter with the alien energy barrier. However, much of the visual effects sequences involving the UFO and its encounters with humans were created by visual effects producer Bill Millar, in a building in Big Bear.
- A morph that producer Paul Rabwin would later describe as "probably one of the best morphs we've ever done" was included in this episode. This effect, in which Detective Miles' facial appearance transforms into that of the Alien Bounty Hunter, was accomplished using a background plate of the Miles family home and having both Leon Russom and Bounty Hunter actor Brian Thompson consecutively stand still in front of the camera, before each performer turned their head on-screen (as the morphing effect was planned to be done while the Alien, having been disguised as Detective Miles, was turning his head). A couple of temp versions of this effect were filmed, as each performer stood in front of bluescreen, and a roughly composited temp version – in front of the background plate – was done, before the effect was completed.
- This episode not only features the return of several characters from the series' pilot episode but is also, like that earlier episode, set primarily in the town of Bellefleur, Oregon (the town's name being a reference to Bellflower, California, where Chris Carter grew up).
- SPOILER: Mulder's abduction would develop from this episode into an arc that would continue throughout much of the series' eighth season, with Mulder finally being found by the FBI (albeit deceased) in "This is Not Happening" and undergoing a recovery in "DeadAlive".
- SPOILER: Likewise, the plot thread of Scully's pregnancy would also continue throughout Season 8, culminating in the birth of her son, William, in the season finale, "Existence". William would subsequently become a recurring character in the majority of Season 9, before being given up for adoption in the episode "William".
- Footage of Skinner seeing the UFO launch in this episode would later be reused in "Within", the first episode of The X-Files' eighth season.
- The episode "This is Not Happening" not only features the characters of Theresa Hoese and Gary Cory from this episode, but also includes several dialogue references to the events of this episode.
- A line of dialogue in "DeadAlive" dates the events of this episode to the month of May.
- SPOILER: Two clips of archive footage from this episode – the first clip showing Krycek push the CSM down a flight of stairs and the second clip featuring the Alien Bounty Hunter's morph from the likeness of Detective Miles into the Alien's usual facial appearance – are included in the series finale, "The Truth". Both clips are shown during Mulder's trial but the first clip is shown during Jeffrey Spender's testimony, accompanied by Spender stating that he believes his father is dead (due to the events of this episode), and the second clip is shown while Marita Covarrubias is making her statement.
- This would be the final episode to feature Mulder and Scully as partners under the FBI umbrella until the Season 10 premiere My Struggle, which takes place in 2016, sixteen years after the events of this episode.
- MINOR SPOILER: Regarding this episode's importance in the continuity of the series' mythology, Frank Spotnitz recounts, "I think "Requiem" was really the beginning of a new chapter that carried through until the end of the series in Season 9, in "The Truth". And, you know, you might look at this as the "super-soldier chapter", if you will." ("DeadAlive" audio commentary)
- William B. Davis as Cigarette Smoking Man
- Nicholas Lea as Alex Krycek
- Mitch Pileggi as Assistant Director Walter Skinner
- Leon Russom as Detective Miles
- Zachary Ansley as Deputy Billy Miles
- Andy Umberger as Special Agent Chesty Short
- Laurie Holden as Marita Covarrubias
- Tom Braidwood as Melvin Frohike
- Dean Haglund as Richard Langly
- Bruce Harwood as John Fitzgerald Byers
- Brian Thompson as a Alien Bounty Hunter
- Sarah Koskoff as Theresa Hoese
- Gretchen Becker as Nurse Greta
- Darin Cooper as Deputy Ray Hoese
- Eddie Kaye Thomas as Gary Cory
- Judd Trichter as Richie Szalay