"Sleep'walk'er n. Nomadic shapeshifting creatures with human and feline origins. Vulnerable to the deadly scratch of the cat, the sleepwalker feeds upon the lifeforce of virginal human females. Probable source of the vampire legend." - Chillicoathe Encyclopedia of Arcane Knowledge, 1st edition, 1884.
Ever-so-virginal Tanya Robertson [Madchen Amick] is working at the local theater in Travis, Indiana when sleepwalker Charles Brady [Brian Krause], a new student who just transferred from Paradise Falls, Ohio, comes to see the double bill (They Bite and Scream Dream). She's pretty, he's cute; they make a date to shoot photos together at Homeland Cemetery.
While driving home from school, Charles is stopped by his English teacher, Mr Fallows [Glenn Shalix], who tries to blackmail Charles on grounds that there is no such place as Paradise Falls in Ohio and that Charles' transcripts are fake. Charles responds by ripping off Fallows' hand and killing him. Charles continues on, driving at breakneck speed past Sheriff Andy Simpson [Dan Martin]. Charles is having fun trying to outrun the law, until Andy's cat Clovis pops his head up and looks out the window. Charles' face suddenly shifts into his catform and then back to human, confusing Andy. When it looks like Charles isn't going to outrun Andy, he pulls off the road and makes his car go invisible. However, Clovis can still see Charles, which upsets Charles greatly. When Andy finally gives up the chase, Charles makes his car turn from blue to red and drives home.
Cats are beginning to amass in the Brady's yard. They've set traps, but some cats seem impervious to them. 'It's starting again,' Charles tells his mom, remembering all the previous places they've tried to live but been discovered and driven out. Mary Brady's [Alice Krige] concern, however, is with the fact that she is starving. When is Charles going to bring her the nourishment she needs? 'Tomorrow,' Charles promises.
Tanya is looking forward to her date with Charles. She's even packed a picnic lunch, along with a bottle of wine which she hides from her parents. As Charles makes grave rubbings, Tanya takes photos of both the
graves and of Charles. Everything is hunkydory until, while engaged in a bit of kissing, Charles starts to suck out Tanya's breath. Tanya manages to clout him in the head with her camera, but he doesn't stay knocked out for long. When he tries again to steal her breath, she skewers his eyeball with a corkscrew.
Meanwhile, Charles' car has turned back to its original color, just as Andy and Clovis drive by. When Andy stops to investigate, Tanya comes running out of the cemetery, Charles in pursuit. As Andy tries to calm Tanya down, Charles rams a pencil into Andy's ear. Charles attempts once more to take away Tanya's breath, but Andy shoots him in the back. Undaunted, Charles takes the gun from Andy and shoots him with it. Back to Tanya. Just when it looks like Charles is going to win, Clovis leaps at Charles' head and begins biting him. Tanya climbs in the squad car, locks all the doors, and frantically tries to get a message through to the dispatcher. Charles manages to get the cat off his face and speeds away in his blue car.
The police arrive [look for Stephen King's cameo as the cemetery caretaker]) and take Tanya home. They don't quite buy her story about Charles arriving in a red car and leaving in a blue car nor about his face changing, but they do take her camera to develop the pictures she took of Charles. Charles is in a bad way. When he gets home, his mother tries to care for him, but she also has troubles. The yard is full of cats, and now the police have arrived, looking for Charles. She decides that the best course of action is to make the car, Charles, and herself invisible, just as the police break down her front door.
While Tanya languishes in a bubblebath, Mary Brady comes to the Robertsons' front door, bearing a bouquet of roses. When Mr Robertson [Lyman Ward] tries to turn her away, Mary breaks the vase and cuts his face with the glass. When Mrs Robertson [Cindy Pickett] comes in from the kitchen to see what all the commotion is about, Mary tosses her out the window. When Deputy Horace [Monty Bane] comes in from the kitchen (where he was eating some of Mrs Robertson's home-cooked corn-on-the-cob), he fires at Mary but misses badly. When he returns to the kitchen to call headquarters for reinforcements, Mary stabs him in the back with an ear of corn. When Tanya comes downstairs to see what's going on, Mary knocks her out cold and carries her outside.
More police are arriving, including Captain Ira Soames [Ron Perlman], State Police. He pointedly tells Mary to put Tanya down, so Mary bites off three of his fingers. Using Soames' gun, she shoots two of the patrol cars, causing them to burst into flames. She hoists Tanya into the third car and drives home. When she arrives, she finds that her house and yard are crawling with cats... millions and billions and trillions of cats.
While Mary is forcing Tanya to dance with Charles, who is near death, the police are sneaking up on the Brady house. When Charles tries to feed on Tanya's breath, she pokes out Charles' eyes with her fingers. Mary is
irate. 'You killed my only son,' she screams at Tanya. Clovis and the police break in, also letting in some cats who leap on Mary. She fights them off while the policeman tries to get Tanya out of there. Mary catches up with them, killing the policeman by impaling him on a picket fence. Tanya jumps into the patrol car and tries to get it started. Mary, in cat form, breaks the window and attempts to pull Tanya from the car. Cats start leaping on Mary... millions and billions and trillions of cats (anyone recognize the reference? Hint: It's a classic children's book). For some reason, the biting cats cause Mary to burst into flames. Engulfed in fire, Mary takes human form long enough to leap on the patrol car windshield and scream at Tanya one last time, 'You killed my son... my only son.' As Mary burns up in the driveway, Clovis jumps into the car with Tanya. As Tanya hugs Clovis, the other cats start leaving, there being nothing more there for them. [Original Synopsis by bj_kuehl]