Diana (Jane Badler): Diana commands the Visitors' efforts to conquer Earth.
Lydia (June Chadwick): Lydia is Diana's second-in-command and is constantly scheming to supplant Diana.
Elizabeth (Jennifer Cooke): Elizabeth is the Star-Child, a powerful genetic product of the mating of her mother, Robin Maxwell, with a Visitor.
Willie (Robert Englund): Willie is a peace-loving Visitor who sides with the humans in their battle against his own race.
Dr. Julie Parrish (Faye Grant): Julie is part of the resistance. She takes a position at Scientific Frontiers, Nathan Bates' research company.
Ham Tyler (Michael Ironside): Ham is the hard-bitten resistance fighter, who appears to have nearly lost touch with his own humanity.
Marc Singer (Mike Donovan): Mike is a cameraman who has become the leader of the resistance in Los Angeles.
Nathan Bates (Lane Smith): Nathan owns Scientific Frontiers, which manufactured the red dust. Nathan has now made a deal with Diana for Visitor technology.
Robin Maxwell (Blair Tefkin): Robin is Elizabeth's mother and a member of the resistance.
Elias Taylor (Michael Wright): Elias is a hero of the resistance and has used his fame to open a restaurant, which becomes the headquarters of the resistance.
Kyle Bates (Jeff Yagher): Kyle is Nathan Bates' rebellious son, who ends up joining the resistance.