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Ed Nelson as Dr. Paul Kettering (billed as Edwin Nelson)
Alan Jay Factor as Glenn Cameron (billed as Alan Frost)
Cornelius Keefe as Senator Walter K. Powers (billed as Jack Hill)
Joanna Lee as Alice Summers
Jody Fair as Elaine Cameron
David Hughes as Dr. Wyler
Robert Ball as Dan Walker
Greigh Phillips as the Sheriff
Orville Sherman as Mayor Cameron
Leonard Nimoy as Professor Cole (billed as Leonard Nemoy)

The Brain Eaters is a 1958 science fiction-horror film about alien parasites who invade the small Illinois town of Riverdale and are able to take over any living thing, mind and body, by attaching themselves to their host's back and inserting two mandibles into the base of their spines. The film was directed by Bruno VeSota and stars Ed Nelson, Alan Jay Factor, Joanna Lee, with a brief appearance by Leonard Nimoy (name misspelled in 10th place in the credits as "Leonard Nemoy"). The film was released by American International Pictures as a double feature with Earth vs. the Spider



A team of local scientists discover alien parasites when they investigate a mysterious, three-story-tall, cone-like object that has appeared outside of town. It becomes obvious that the parasites' first victims, whose minds have been taken over, are the town's leading citizens.


Actor Bruno VeSota wanted to direct. He approached Roger Corman with the script and Corman helped him raise the low budget and arranged distribution through AIP. The film was shot in six days.

The movie was known during production as The Keepers, The Keepers of the Earth, Attack of the Blood Leeches and Battle of the Brain Eaters.

After the film was released, Robert A. Heinlein sued for plagiarism, asking for $150,000 claiming that the film was based on his novel The Puppet Masters. Roger Corman vowed he was unfamiliar with Heinlein's work when presented with the script and during production. He did, however, see the obvious references once he read the story, so he settled out of court for $5,000. Heinlein also demanded that he himself receive no screen credit, as he found the film based on his story "wanting". This movie halted actor John Payne's intentions to produce a movie based on Heinlein's novel.