The teachers at an Ohio high school have been acting oddly. They haven't been experiencing stress or inhaling too much chalk dust; they've been possessed by space aliens. That's the setup behind The Faculty, the new thriller from screenwriter Kevin Williamson (Scream).

Young Casey (Elijah Wood from The Ice Storm) has enough trouble dealing with relentless assaults from bullies. His already miserable life gets more gloomy when he discovers a squid-like creature on the football field. Around the same time, the adults at the school mysteriously attack each other and later act as if nothing happened. Instructors with severe alcoholism now guzzle water by the gallon, and the normally belligerent coach Willis (Robert Patrick from Terminator II: Judgement Day) is strangely compassionate.

Casey is quick to connect the squids with the change in his teachers' behavior. Unfortunately, the only people he can trust are his fellow students, and some of them are not likely allies. They include: Zeke (Josh Hartnett), a con artist with his own homemade version of dope; Marybeth (Laura Harris), the new girl from Atlanta; and Stokley (Clea DuVall), the butch science-fiction aficionado. They don't stand much of a chance because the aliens have not only infected the entire faculty but have infiltrated the local cops as well.

Williamson doesn't do much with this story that hasn't been done elsewhere. There's even a scene in which Wood and DuVall acknowledge the debt the filmmakers owe to Robert Heinlein's The Puppet Masters and Jack Finney's Invasion of the Body Snatchers. As a result, much of the potential suspense is lost. In addition, Robert Rodriguez's (Desperado) direction lacks the kinetic quality that made his earlier features exciting. The derivative creature designs, which look like Xeroxes of the creature from Alien, don't help.

In spite of these and other deficiencies, The Faculty remains highly entertaining. Williamson's dialogue is still razor-sharp ("I turn my back for five minutes, and everyone's an alien!"), and there are dozens of amusing nods to other films. It would be interesting to see if Williamson could apply his talents to stories without graphic violence or teen angst, but even when he's coasting, he can be fun. Also, the cast give solid performances and appear to be enjoying themselves. Because they seem to care, the staleness of the storyline is easier to take.

With the talent assembled, The Faculty should have been more than simply cheese. Still, as cheese goes, it's a finely aged brie. (R) Rating: 6

Shawn Hatosy, Josh Hartnett, Jordana Brewster, Laura Harris, Cale DuVall and Elijah Wood learn the penalty for skipping class in The Faculty.