Dr. Hill.
Dr. Bassett.
Where's the patient?
I hated to drag you out of bed.
Will you let me go while there's still time?
You'll soon see why I did.
Will you tell these fools I'm not crazy?
Make them listen to me before it's too late!
I'll listen to you.
Let him go.
Who are you?
I'm Dr. Hill from the state mental hospital.
I'm not insane!
Let him go!
Doctor, now you must listen to me.
You must understand me.
I am a doctor, too. I am not insane.
All right.
Suppose we sit down, and you tell me what happened?
Well, it started--
for me, it started last Thursday...
in response to an urgent message from my nurse.
I'd hurried home from a medical convention.
At first glance, everything looked the same.
It wasn't.
Something evil had taken possession of the town.
These two.
Here you are.
Thank you, sir. There you are.
Thank you.
Morning, Mr. Fisher.
Doc!
Hiya, Sally.
Hi. Welcome home. I'm glad you're back.
How's Mickey and the baby?
Fine, but everybody else in Santa Mira needs a doctor.
You've got an office full of patients.
Oh, no. On my first day back?
Some of them have been waiting for two weeks.
Why didn't you send them to Pursey or Carmichael?
Most of 'em wouldn't go. They want to see you.
Oh?
What's the matter with them?
They wouldn't say.
Usually people can't talk enough about what's ailing them.
For instance, Wally Eberhard was in twice...
and called three times, but he wouldn't say about what.
That's funny.
Nobody would talk-- from Becky Driscoll...
down to that fat traffic cop Sam Janzek.
Becky Driscoll? I thought she was in England.
She got back a few days ago, and she wanted to see you.
Are you still interested?
My interest in married women is strictly professional...
or yours would have been a lost cause long ago.
-How was the convention? -Wonderful.
They wept with envy when I read my paper.
Come back here!
Jimmy!
What's the matter, Mrs. Grimaldi?
It's nothing. He just don't want to go to school.
If I were you, I'd have a talk with his teacher.
I will when I get time.
What's the matter? Has Joe been sick?
No. We gave the stand up.
-Too much work. -Oh.
The boy's panic should have told me...
it was more than school he was afraid of...
and that littered, closed-up vegetable stand...
should have told me something, too.
When I last saw it, less than a month ago...
it was the cleanest and busiest stand on the road.
That's strange.
She was in to see you, too-- last Friday.
I tried to get her to see Doc Pursey, but she wouldn't.
She said only you could help her.
Whatever it was...
it couldn't have been too serious, I guess.
One minor concussion, two cases of the common cold...
and six canceled appointments.
Looks like you rushed me here for nothing.
I don't understand it. They couldn't wait to see you.
But you're still booked up solid for the afternoon.
I bet they don't show. Look, there's Wally Eberhard...
talking somebody into buying some insurance.
There's nothing wrong with him.
Bill Bitner's taking his secretary to lunch.
And speaking of lunch...
will you tell whoever that is that I'm out having mine?
Is Dr. Bennell in?
Yes, he's here.
Do you suppose he has time to see me?
If he hasn't, something's wrong with him.
Go right in.
Becky.
Almost five years.
It's wonderful to be home again.
I've been away so long...
I feel almost like a stranger in my own country.
Hope you don't mind my coming without an appointment.
Not at all. What'll you have?
We're pushing appendectomies this week.
Oh, Miles.
I don't know, maybe I clown around too much.
Pretty soon, my patients...
won't trust me to prescribe aspirin for them.
Seriously, what's the trouble?
It's my cousin.
Wilma? What's the matter with her?
She has a...
I guess you'd call it a delusion.
You know her uncle? Uncle Ira?
Sure. I'm his doctor.
She's got herself thinking he isn't her uncle.
How do you mean? That they're not really related?
She thinks he's an impostor or something...
someone who only looks like Ira.
Have you seen him?
I just came from there.
Is he Uncle Ira, or isn't he Uncle Ira?
Of course he is.
I told Wilma that, but it was no use.
Please, would you stop by and have a talk with her?
Sally says I'm booked up for the afternoon...
but why don't you ask her to come in and see me?
I'll try.
How about some lunch?
I can't. I'm meeting Dad at the store.
When did you get back?
I came back from London two months ago.
I've been in Reno.
Reno?
Reno.
Dad tells me you were there, too.
Five months ago.
Oh, I'm sorry.
So was I.
I wanted it to work.
I guess that makes us lodge brothers now.
Yes.
Except I'm paying dues while you collect them.
Ha ha ha! Miles.
-Hello, doc. -How are you?
Sam!
At it again, eh?
My nurse tells me you were in last week...
and wanted very much to see me.
It wasn't anything important.
Didn't he go to college with us?
Quit his second year to get married...
like I wanted us to do.
Just be thankful I didn't take you seriously.
You be thankful.
I found out that a doctor's wife...
needs the understanding of an Einstein...
and patience of a saint.
And love?
I wouldn't know about that.
I'm just a general practitioner.
Love is handled by the specialists.
Here's where I leave you.
You know something?
This is where you left me the last time.
Hiya, Johnny.
Sally, I'm off.
Tell the answering service I'll be at home.
Good night, doc.
I'm not going in there!
Stop all this nonsense.
Hey! Take it easy!
Isn't this Jimmy Grimaldi?
Yes, Doctor. Can I talk to you a moment?
Sure. I almost ran you down this morning.
You got to be careful when you run out in the road.
Come on.
Hey! Hey! Hey!
Hey! Slow down now.
School isn't as bad as all that.
School isn't what upsets him.
It's my daughter-in-law.
He's got the crazy idea she isn't his mother.
She isn't! She isn't!
Don't let her get me!
Nobody's going to get you, Jimmy.
How long has this been going on?
An hour ago, I found him in the cellar.
He wouldn't say anything until I started to phone his mother.
That's when he said Anna wasn't his mother.
Could you keep him with you for a day or so?
Give him one of these every four hours during the day.
Call me tomorrow and let me know how he's feeling.
Yes, Doctor, thank you.
Don't let her get me!
Nobody's going to get you.
All right, Jimmy.
Open your mouth.
Shut your eyes.
In the words of the poet...
I'll give you something to make you wise.
That's a good boy, Jimmy.
I'm not going home ever.
You're staying at your grandmother's. Call his mother.
She's not my mother!
All right. Run along. Everything's going to be OK.
You be a good boy now.
Good night, Doctor.
Good night.
I've changed my mind. I'm not going directly home.
I'm going to stop off and see Wilma Lentz.
Should I call the boy's mother?
Yes. Tell her what happened...
and that I suggested the boy spend the night...
at his grandmother's house.
Hello, Miles.
Nice to see you, Wilma. Becky.
Let's have it.
You talked to him. What do you think?
It's him.
He's your Uncle Ira, all right.
He is not.
How is he different?
That's just it.
There is no difference you can actually see.
He looks, sounds, acts, and remembers...
like Uncle Ira.
Then he is your Uncle Ira.
You see that? No matter how you feel, he is.
But he isn't. There's something missing.
He's been a father to me since I was a baby.
Always when he talked to me...
there was a special look in his eye.
That look's gone.
What about memories? There must be certain things...
that only you and he would know about.
There are.
I've talked to him about them. He remembers them all...
down to the last small detail, just like Uncle Ira would.
But, Miles...
there's no emotion.
None!
Just the pretense of it.
The words, gesture, the tone of voice...
everything else is the same, but not the feeling.
Memories or not, he isn't my Uncle Ira.
Wilma, I'm on your side.
My business is people in trouble...
and I'm going to find a way to help you.
No one could possibly impersonate your Uncle Ira...
without you or your Aunt Eleda or even me...
seeing a million little differences.
I want you to realize that.
Think about it, and then you'll know...
that the trouble is inside you.
Wilma, where are you?
Out on the lawn.
Say nothing to her.
Why, Miles, I didn't know you were here.
Welcome home.
Hello, Mrs. Lentz.
Did you ask Miles to stay for dinner?
Can't tonight.
I'm making spoon bread.
Please, don't tempt me.
Maybe next time.
Wilma, where are my glasses?
I think they're on the mantelpiece.
I'll go with you.
Am I going crazy?
Don't spare me. I've got to know.
No, you're not. Even these days...
it isn't as easy to go crazy as you might think.
But you don't have to be losing your mind...
to need psychiatric help.
I'd like you to see a doctor friend of mine.
-A psychiatrist? -Dan Kauffman.
I'll make an appointment for you tomorrow.
All right.
But it's a waste of time. There's nothing wrong with me.
Better break this up, or he'll start wondering.
Wondering what?
If I don't suspect. You've been a big help...
and I don't want either of you to worry about me.
I'll be all right.
Sure you will.
Staying here, Becky? Or may I drive you home?
Would you like me to stay?
Of course not. Good night.
Nice having Becky back again, eh, boy?
Sure is.
In the back of my mind...
a warning bell was ringing.
Sick people who couldn't wait to see me...
then suddenly were perfectly all right.
A boy claiming his mother wasn't his mother.
A woman claiming her uncle wasn't her uncle.
But I didn't listen.
Obviously, the boy's mother was his mother.
I had seen her. And Uncle Ira was Uncle Ira.
There was no doubt of that after I talked to him.
Miles, he is Ira?
Of course he is. What do you mean?
It's just Wilma's so positive.
Will she be all right?
I think so.
I'm a doctor, according to my diploma...
but I don't really know what Wilma's trouble is.
I could start talking psychiatrical jargon...
but it's out of my line and in Dan Kauffman's.
I wish you didn't have to go home for dinner.
I don't. Dad's eating out with a friend.
I could pick you up at 7:00.
Well...
It's summer, and the moon is full.
"I know a bank...
MILES, "where the wild thyme grows."
You haven't changed a bit.
Whup! Whoa! Watch out!
Sorry.
Hey, Miles, when did you get back?
This morning. How are you, Danny?
This is Miss Driscoll.
Dr. Kauffman-- our one and only psychiatrist.
Watch out what you say. Ed, you remember Becky.
I should. I brought her into the world.
You did us all a favor.
This saves me a phone call.
I've got a kid and a woman who need a witch doctor.
Boy says his father isn't his father...
and the woman says her sister isn't her sister?
That's pretty close.
I knew you'd been studying hypnosis...
but when did you start reading minds?
He doesn't have to read them.
I've sent him a dozen patients since it started.
What is it? What's going on?
I don't know. A strange neurosis...
evidently contagious-- an epidemic of mass hysteria.
In two weeks, it's spread all over town.
What causes it?
Worry about what's going on in the world.
Make room for Wilma Lentz tomorrow.
Send her in around 2:00. Good night.
So long, Danny.
This is the oddest thing I ever heard of.
Let's hope we don't catch it.
I'd hate to wake up some morning...
and find out you weren't you.
I'm not the high-school kid you used to romance.
How could you tell?
You really want to know?
Mm-hmm.
Mmm. You're Becky Driscoll.
Hey, Santa Mira's looking up.
Has ever since you got back.
Is this an example of your bedside manner, Doctor?
No, ma'am. That comes later.
Good evening, Doctor.
What happened to the crowd tonight?
I don't know. It's been this way for weeks.
At least we don't have to wait for a table.
Take your pick. Here or here.
Here, I think. Shall we?
Mm-hmm.
Where's the band?
Business slumped, so I had to let them go.
There's the jukebox, though.
Shall we dance?
I hope you didn't let the bartender go.
I'm the bartender. Martinis?
Two. Dry.
Very dry.
Miles, I don't care what Dr. Kauffman says.
I'm worried.
You are in the capable hands...
of your personal physician.
Oh, Doctor.
Ah, there's our evening.
Sorry.
Thanks.
Dr. Bennell.
Jack Belicec wants you to come to his house right away.
He says it's urgent.
Thank you.
Better hold those drinks.
Emergency.
At least they called before we ordered dinner.
How hungry are you?
I can wait.
It may be a while.
I'll go with you.
Sorry. We'll be back later.
There's Jack.
What's the matter? Teddy sick?
No.
Thank heaven. I thought you'd never arrive.
Then who is sick?
Nobody.
Then why'd you drag me away from my dinner?
You won't believe it until you see it.
Hello, Becky.
-Hello, Becky. -Hi, Teddy.
Could you forget you're a doctor a while?
Why?
I don't want you calling the police.
Quit acting like a writer.
Maybe you can tell me. You're the doctor.
Miles, put the light on over the pool table.
Go on. Pull it down.
What do you make of it?
Who is he?
I have no idea.
Its face, Miles. It's vague.
Like the first impression that's stamped on a coin.
It isn't finished.
You're right.
All the features but no details...
no character, no lines.
It's no dead man.
Have you got an ink pad around the house?
There's one in the desk. Why?
I want to take the corpse's fingerprints.
Of course it's a dead man.
I don't know, but I've got a feeling that...
I know this sounds crazy, but if I should do an autopsy...
I think I'd find every organ in perfect condition...
as perfect as the body is externally...
everything in working order.
All set to go. Hold that down.
These are blank.
Waiting for the final finished face...
to be stamped onto it.
But whose face?
Tell me that.
We could all use a drink.
Bourbon all right?
Fine.
Not for me, thanks.
Miles, answer me. Whose face?
I haven't the slightest idea...
have you?
How tall would you say that thing is?
Oh, 5'10", thereabouts.
How much does it weigh?
It's pretty thin. Maybe 140 pounds.
Jack's 5'10" and weighs 140 pounds.
Ow!
Teddy, will you stop talking nonsense?
I'm sorry, darling, but it isn't nonsense.
Becky, you don't think it's nonsense, do you?
Of course it is.
Jack's standing here in front of you.
Of course I am, bleeding to death.
Excuse me.
You know what?
I'm afraid you may live.
Here, this should fix it.
Miles, shouldn't we call the police...
and have them take that dead body out of here?
I'm afraid it isn't just a dead body.
Thanks.
I wonder if...
What?
I wonder if there's any connection.
What do you mean?
There's something strange afoot in Santa Mira.
Dr. Kauffman calls it an epidemic of mass hysteria.
Becky's cousin's got it, for one.
She thinks that her uncle and her aunt...
aren't her uncle and her aunt.
There's several cases of such delusion.
This isn't you yet...
but there is a structural likeness.
It's fantastic.
There must be some reason this is here.
Would you be willing to sit up...
and see what your friend's next move is?
If nothing happens by morning, call the police.
If something happens...
call me, will you?
You know I will.
Good night. Take it easy.
Sure.
Nothing will happen.
Good night, Becky.
If it does...
it'll make a charming, bloodcurdling mystery story.
I was careful not to let Becky know...
but I was really scared.
Dan Kauffman's explanation of what was wrong in town...
mass hysteria...
couldn't explain away that body on Jack's billiard table.
Come in while I turn the lights on.
You're a forward wench...
dragging me into a dark hallway to be kissed.
I'm dragging you into a dark hallway...
because I'm scared of the dark tonight.
I'd better stay and tuck you in.
That way lies madness.
What's wrong with madness?
Madness. Now good night.
It's about time you two got home.
Dad, what are you doing in the basement this late?
Working in my shop.
Want a nightcap, doc?
No, thanks. It's kind of late.
I'll take a rain check. Good night.
Good night, Miles.
Aaah!
Look, Jack!
It's you! It's you!
No, no! You mustn't go near it!
Get out of here! Please!
Please!
Miles!
What happened, Jack?
Teddy says the thing in our place is me...
right down to the cut on my hand.
I didn't wait to look.
It's alive! It's alive!
The hand was cut and bleeding!
And the position of the body had changed!
Here, here. Take this.
I'll call Danny Kauffman.
Hello?
Hello, Danny?
Yeah?
Something's happened. I've got to see you.
Will you get over here fast?
It's important.
Oh...OK.
He's on his way.
I'll make some coffee and be right with you.
Good deal, Miles. Thanks.
What about Becky? Do you think she's all right?
Dad, what are you doing in the basement this late?
Working in my shop.
I don't know what it was...
call it a premonition...
but suddenly, I had the feeling that Becky was in danger.
I had to get to her as quickly as possible.
I was going to ring the bell...
but then I had a hunch I'd better be careful.
Something was wrong in this house.
Becky.
Becky!
Miles, will you tell me what happened?
The same thing.
I found another one...
in the cellar at Becky's house...
coming to life while I stood there watching it.
It was Becky.
Yeah? I want to see one of these bodies.
All right.
You're going to bed, and you're staying with her.
Put on your clothes. We'll go to Jack's first.
Got any coffee around here?
Yeah. You'll find some in the kitchen.
He doesn't believe me, Beck.
He will.
Somebody's playing games!
Rough ones.
There's a blood spot.
What you saw was the body of a murdered man.
Did you examine it carefully?
Yes.
I don't know what's happened to it.
It wasn't an ordinary body. There wasn't a mark on it.
I checked it, too. Not a scratch.
You can kill a man...
by shoving an ice pick into the base of his brain...
leaving a puncture so small the naked eye can't see.
You're ignoring the fact this wasn't a normal body.
What about the hand Teddy mentioned?
I heard lots of things Teddy said and none made sense.
Hold on, pal. I was here, too.
So was Miles.
Look, we took his fingerprints.
Look at that. Tell me why it didn't have any.
He didn't want any, so he took them off with acid.
Stop trying to rationalize everything.
We have a mystery on our hands.
Sure. A real one.
Whose body was it, and where is it now?
A completely normal mystery.
Whatever it is, it's well within the bounds of human experience.
Don't blow things out of proportion.
I wouldn't if I hadn't looked in Becky's cellar.
How do you explain the body I saw there?
I don't think you saw one.
And the body here?
I know you saw it. Three others saw it, too.
But I dreamed up the second one?
Doctors can have hallucinations, too.
The mind is a strange and wonderful thing.
I'm not sure it'll ever be able to figure itself out.
Everything else, maybe-- from the atom to the universe--
everything except itself.
Nevertheless, I saw Becky's double...
and the body that we saw here...
bore an uncomfortable resemblance to Jack.
Mighty uncomfortable.
Let's go to Becky's and have a look.
Where's your girlfriend's double?
OK, skeptic, lift the lid.
There's a body here, all right.
-It's Becky's double. -It sure is.
Take another look.
Now you see it, now you don't.
It was there-- half-hidden by that blanket.
You said you saw it there just now.
I thought I did.
Why did you come here tonight?
You'd seen a dead man at Jack's...
an average-sized man.
The face in death was smooth and unlined...
bland in expression, which often happens.
You had just become aware...
of a curious, unexplainable, epidemic mass hysteria.
Men, women, and children suddenly convinced themselves...
that their relatives weren't their relatives at all...
so your mind started playing tricks...
and reality became unreality.
The dead man became Jack's double in your eyes.
Come off it, Dan.
I know it's all hard to believe...
but these things happen-- even to witch doctors like me.
I saw her here! She was real!
You saw her in every tiny detail...
as vividly as anyone has ever seen anything...
but only in your mind.
Danny, talk all night, but you're not convincing me.
What are you doing in my cellar?
Using it for an office. These gentlemen are patients...
badly in need of psychiatric treatment.
They've been having nightmares.
If you're drunk, you'd better sober up quick.
The police are coming.
No, we're not drunk.
Nothing that simple. Pull up a chair.
Why, you're all crazy.
What's going on down there?
Hello, Nick. Glad to see you.
You saved these two characters a trip to the station.
They want to report finding a body and losing it.
Where? When?
At my place about 7:00.
Why did you wait so long to report it?
You know better than that, doc.
It was a curious sort of a body...
and then it wasn't there anymore.
I have a good mind to throw you both in jail.
If you'd seen it, you'd understand why we waited.
Thin man...5'10"...
fingerprints burned off with acid?
Just seen it on the slab in the morgue.
Turned up in a burning haystack...
on Mike Gessner's south pasture two hours ago.
Now break it up!
Go on home!
You win. Pick up the marbles.
Good morning.
Orange juice.
Thank you.
How do you like your eggs?
Any way you'd like.
Boiled, two minutes?
Two minutes?
Mm-hmm.
OK.
You know...
dragging you out of bed last night was some trouble...
but it was worth it.
Seriously, Miles.
What was that?
Who is it?
It's the gas man.
Morning, doc.
Good morning, Charlie.
I guess I'm a little jittery.
Not getting enough sleep.
I won't bother you anymore.
Putting a meter outside on the patio.
OK.
The eggs will be hard-boiled.
Did you do this for your husband?
Mm-hmm.
Didn't your wife do this for you?
Yes. She liked to cook.
That's one of the reasons why I'm single--
I never was there when dinner was on the table.
Take my advice...
and don't get mixed up with a doctor.
They're seldom at home.
What would you say if I told you...
I was already mixed up with a doctor?
I'd say it was too good to be true.
Things like this can happen all of a sudden.
What's "all of a sudden" about two people...
who've been friends most of their lives?
Good morning.
I thought I smelled some coffee.
Why didn't you give me a call?
I didn't want to wake Teddy.
She's wide-awake. Got a good sleep.
Good.
But I don't feel she should go home right away.
Would you mind taking in boarders for a while?
Or do you have something else in mind?
I was toying with an idea...
but you can stay.
Here, Jack.
Thank you, doll. I'll take it to Teddy.
Miles, did you make that appointment for me...
with the psychiatrist?
Yes. 2:00.
I don't need him. I feel like such a fool.
I woke up this morning, and everything was all right.
-You don't know my relief. -Yes, I do.
Will you call Becky and tell her? She was worried.
All right.
She's at your house.
At your house? Why?
It's a long story, but she'll tell you about it.
Becky's still at his house.
All right.
Good morning.
Good morning, Sally.
Take a peek at what's in the reception room.
Mother, why don't we go home?
In a little while, Jimmy.
He certainly made a quick recovery.
I guess we all have.
But driving home...
I had a lot of questions and no answers.
How could Jimmy and Wilma seem so normal now?
Surely I had done nothing to cure them.
Maybe they wanted me to feel secure, but why?
Well...
I hope you didn't forget the steaks.
I never forget anything.
Don't worry about him. He's completely housebroken.
I need a martini, Beck.
Onion or olive?
Doesn't matter. I want to pour it on the coals.
They just won't burn.
A martini isn't dry enough.
I'll get you something that'll start it.
For drinking purposes.
You're looking shipshape.
Thank you, sir.
Here we are.
Jack! Jack!
Ugh.
They're like huge seedpods!
This must be how that body in my closet was formed.
Where are they from?
I don't know. If they are seeds or seedpods...
they must grow someplace on a plant.
And somebody or something wants this duplication to take place.
But when they're finished...
what happens to our bodies?
I don't know.
When the process is complete, probably the original...
is destroyed or disintegrates...
No! Wait!
Sorry, but I take a dim view...
of watching my own destruction take place.
There isn't any danger until they're completely formed.
We learned that last night at your house.
Your blank didn't change right away.
Not until you fell asleep.
Miles, when the change does take place...
do you suppose there's any difference?
There must be.
Wilma noticed it. So did little Jimmy.
So did I.
My father.
That must be what he was doing...
in the cellar last night-- placing one of these.
I'm sorry.
I felt something wrong, but I thought it was me...
because I'd been away for so long.
They must be destroyed, all of them!
They will be-- every one of them.
We're going to have to search every building...
every house in town.
Men, women, and children have to be examined.
We've got some phoning to do.
I'm going to stay and watch them.
I'm staying with you.
Don't call the police!
Nick Grivett didn't find any body...
on a burning haystack!
Why don't you call Danny? Maybe he can help.
Danny?
No.
I'm afraid it's too late to call Danny, too.
What are you going to do?
Get help.
I hope whatever's taking place is confined to Santa Mira!
Operator.
This is Dr. Bennell. This is an emergency.
I want to talk to the Federal Bureau of Investigation in L.A.
Can you convince them?
I've got to.
Where did they come from?
So much has been discovered these past few years.
Anything is possible.
Maybe the results of atomic radiation...
on plant life or animal life...
some weird alien organism, a mutation of some kind.
Why should they take the form of people--of us?
I don't know.
Whatever it is...
whatever intelligence or instinct it is...
that can govern the forming of human flesh and blood...
out of thin air is...
well, it's fantastically powerful...
beyond any comprehension, malignant.
All that body in your cellar needed...
was a mind, and it was...
And it was taking mine while I was asleep.
I could take that pitchfork myself, and--
On your call to Los Angeles, Doctor...
they don't answer.
Try again! That office is open day and night!
If they've taken over the phone office, we're dead.
Is that me?
This is an emergency! Emergency!
Look, there's been--Hello?
Operator, get me a better connection.
I'll try, Doctor.
It's no use.
All the Los Angeles circuits are dead.
OK, try Sacramento! Give me the state capital.
I want to talk to the governor.
The Sacramento circuits are busy, Doctor.
I'll call you back.
All right.
I'll wait for your call.
I'll take the phone outside.
Jack, they've got the phone.
You and the girls take your car and make a run for it.
First town you get to, yell for help.
What about you?
That phone is gonna ring soon.
If nobody answers, they'll block the roads.
I'll stall them.
Then what?
Try and find out what's in back of this.
-I'm staying. -No!
Miles, don't ask me to leave you.
Jack, get going.
Miles, I can't--
Somebody's got to go, or we don't get help!
Please, let's get out of here!
Watch out for yourselves.
Go over by the phone. Stay there.
If it rings, call me.
Hello.
Is Dr. Bennell there?
-Yes. I'll get him. -Never mind.
Just tell him the Sacramento circuits are still busy...
and ask him if he wants me to keep trying.
All right. Hold on.
Miles, the circuits are still busy!
Tell her to keep trying!
Also, try San Francisco and Washington!
We're getting out of here right now.
Where are we going?
Sally's!
We're still unable to get through to Los Angeles.
Do you wish me to keep trying?
Dr. Bennell?
I needed someone I could trust...
and I figured Sally, my nurse, was my best bet.
I decided to try to phone her to see if she was at home.
Maybe they hadn't taken over the pay phones.
I'll try the pay phone.
Hey, Mac!
Oh, hi, doc. How are you?
Will you get me a couple gallons fast?
Sure. Martha, doc's in a hurry!
Get the windshield, will you?
I have to have the keys to open the gas tank.
Somebody sick out this way?
There's been an accident.
Funny. We haven't heard about it.
It just happened.
Before I could even get her number...
I saw Mac closing the trunk of my car.
He could have been checking my spare tire...
but I didn't think so.
That should do it.
Thank you.
All set?
-All set, doc. -Fine. Thanks.
-Put it on my bill, will you? -Sure, doc.
What's the matter?
We've got to make it to Sally's house.
I wasn't sure I could trust anyone...
but I took a chance and drove to Sally's anyway.
When I saw several cars in front of the house...
I decided to play it safe.
What's wrong?
Probably nothing, but we're not going in there...
until I'm sure it's safe.
Slide under the wheel and get out of here fast...
if anybody shows up looking for us.
The baby asleep yet, Sally?
Not yet, but she will be soon...
and there'll be no more tears.
Shall I put this in her room?
Yes. In her playpen.
No, wait. Maybe I'd better take it.
Why don't you go in, Miles?
We've been waiting for you.
Becky, start the car! Quick!
Becky, get going!
Attention, all units...
attention, all units-- apprehend and detain...
Dr. Miles Bennell and Becky Driscoll...
now believed heading north...
in a black and white Ford sedan...
license number 2-X-3-7-7-9-6.
All units designated as roadblocks...
move to your stations.
It is urgent.
These two persons must be detained...
and not permitted to leave Santa Mira.
Repeat--it is urgent...
Be on the lookout for a 1 955 black and white Ford sedan...
license number 2-X-3-7-7-9-6.
We'll try to make it to my office.
Cut into that alley on the right.
Do you think he'll come back?
I don't think they'll check again before morning.
By then, Jack should be here with help.
What if Jack doesn't get through?
He's gotta get through.
Here. Take two of these.
They'll help you to stay awake.
We can't close our eyes all night.
We may wake up changed...
into something evil and inhuman.
In my practice, I've seen how people...
have allowed their humanity to drain away.
Only, it happens slowly instead of all at once.
They didn't seem to mind.
But just some people.
All of us--a little bit.
We harden our hearts and grow callous.
Only when we have to fight to stay human...
do we realize how precious it is to us...
how dear...
as you are to me.
Maybe that's Jack trying to find us.
He'd know better than to use the phone.
Where is he?
Why doesn't he come?
Just like any Saturday morning.
Len Pearlman, Bill Bittner...
Jim Clark and his wife Shirley and their kids...
people I've known all my life.
What time is it?
Seven forty-five.
Yeah, I know.
It's too early to be so busy.
What are they doing here?
There's the answer.
There must be strangers in town.
They're waiting for the bus to come and go.
There isn't another one through here until 1 1 :00.
Farmers.
Grimaldi, Pixley...
Gessner!
Crescent City.
If you have Crescent City families, step to truck one.
Crescent City...
the first truck.
Redbank.
All with Redbank families or contacts...
go to truck number two.
All with Redbank families or contacts...
truck number two.
Havenhurst...
the third truck.
Havenhurst-- the third truck.
Mill Town--the third truck.
Valley Springs...
the third truck.
Valley Springs...
First our town...
then all the towns around us.
It's a malignant disease...
spreading through the whole country.
That's all for today.
Be ready again tomorrow.
I can't wait for Jack any longer. Stay here.
You're not going out there?
I've got to stop them!
Wait! We're safe here!
They're not here. I hope we're not too late.
Jack! Thank God!
The whole town's been taken over by the pods!
Not quite. There's still you and Becky.
Miles, it would have been so much easier...
if you'd gone to sleep last night.
Relax. We're here to help you.
You know better than that.
Where do you want us to put them?
Would you like to watch them grow?
-No, thanks. -Put them in there.
There's nothing to be afraid of. We're not going to hurt you.
Once you understand, you'll be grateful.
Remember how Teddy and I fought against it.
We were wrong.
You mean Teddy doesn't mind?
Of course not. She feels exactly the way I do.
Let us go!
If we leave town, we won't come back.
We can't let you go. You're dangerous to us.
Don't fight it, Miles. It's no use.
Sooner or later, you'll have to go to sleep.
I'll wait for you in the hall.
Miles, you and I are scientific men.
You can understand the wonder of what's happened.
Just think. Less than a month ago...
Santa Mira was like any other town--
people with nothing but problems.
Then out of the sky came a solution.
Seeds drifting through space for years...
took root in a farmer's field.
From the seeds came pods...
which had the power to reproduce themselves...
in the exact likeness of any form of life.
So that's how it began...
out of the sky.
Your new bodies are growing in there.
They're taking you over cell for cell...
atom for atom.
There's no pain.
Suddenly, while you're asleep...
they'll absorb your minds, your memories...
and you're reborn into an untroubled world.
Where everyone's the same?
Exactly.
What a world.
We're not the last humans left.
They'll destroy you!
Tomorrow, you won't want them to.
Tomorrow, you'll be one of us.
I love Becky.
Tomorrow, will I feel the same?
There's no need for love.
No emotion?
Then you have no feelings, only the instinct to survive.
You can't love or be loved! Am I right?
You say it as if it were terrible.
Believe me, it isn't. You've been in love before.
It didn't last. It never does.
Love, desire, ambition, faith--
without them, life's so simple, believe me.
I don't want any part of it.
You're forgetting something, Miles.
What's that?
You have no choice.
I guess we haven't any choice.
Good.
I want to love and be loved!
I want your children.
I don't want a world without love or grief or beauty.
I'd rather die.
No.
Not unless there's no other way.
Why didn't they give us a shot...
or a sleeping pill or something?
Drugs dull the mind. Maybe that's the reason.
No. It wouldn't work.
I might get one or even two, but I couldn't get three.
You're forgetting something, darling--me.
It isn't three against one.
It's three against two. Give me a knife.
No.
There.
Go by the desk.
What's going on in there?
Miles! Unlock the door!
Miles, open the door!
Open the door, Miles!
JACK, Aah!
Open the door!
Oh! Aah!
Oh!
Our only hope is to make it to the highway.
That does it.
The only other way is out the front door...
and there's bound to be somebody watching.
We'll have to chance it.
Keep your eyes a little wide and blank.
Show no interest or excitement.
Well, Sam, we're finally with you.
They were supposed to let me know.
The chief said he'd phone the station, then call me.
He phoned, but the line was busy.
He's calling again now.
Aah!
Watch out!
I'm sorry, Miles.
This is Janzek. They got away.
Turn the main siren on.
Hey! Stairs!
It's only a few steps more.
Come on! They went this way!
They're over there!
Miles, I can't.
I can't go on.
Yes, you can.
Here's her sweater! They must be in the tunnel!
Look, Tommy, you go that way!
Give up! You can't get away from us!
We're not going to hurt you! Give up!
They're not in the tunnel.
All right, everybody, outside. Come on.
Let's check the hills. Everybody, move.
Miles, I can't stay awake much longer.
I think they're all gone now.
We'd better start, or we'll never make it to the highway.
Miles, I've never heard anything so beautiful.
It means we're not the only ones left...
to know what love is.
Stay here, and pray they're as human as they sound.
Bye, darling.
This is station KCAA, the 24-hour platter parade...
the station of music--
Becky.
Becky!
Becky?
Becky, where are you?!
I'm here, Miles.
You didn't go to sleep?
I'm so tired.
They weren't people. It was more of them.
They're growing thousands of pods in greenhouses.
We've got to get away.
I'm exhausted, Miles.
I can't make it.
We can't make it without sleep.
Yes, we can.
I went to sleep, Miles, and it happened.
Oh, Becky.
They were right.
I should never have left you.
Stop acting like a fool, Miles, and accept us.
No.
Never!
He's in here!
Get him! Get him!
I've been afraid a lot of times in my life...
but I didn't know the real meaning of fear...
until I had kissed Becky.
A moment's sleep, and the girl I loved...
was an inhuman enemy bent on my destruction.
That moment's sleep was death to Becky's soul...
just as it had been for Jack and Teddy...
and Dan Kauffman and all the rest.
Their bodies were now hosts...
harboring an alien form of life, a cosmic form...
which, to survive, must take over every human man.
So I ran, I ran...
I ran as little Jimmy had run the other day.
My only hope was to get away from Santa Mira...
to get to the highway...
to warn the others of what was happening.
Wait!
Let him go! They'll never believe him.
Help! Help!
Wait!
Help! Help! Wait!
Wait! Stop! Stop and listen to me!
Listen to me!
Those people that are coming after me! They're not human!
Listen to me! We're in danger!
Get out of here!
You're in danger! Please!
Get out of here! Go on!
Get moving!
They're after all of us!
All of us!
Listen to me!
There isn't a human being left in Santa Mira!
Stop!
Pull over! I need your help!
Something terrible's happened!
You're drunk! Get out of the street!
Get out of here! Go on!
Are you crazy, you big idiot?
Look! You fools! You're in danger!
Can't you see? They're after you!
They're after all of us!
Our wives, our children, everyone!
They're here already!
You're next!
You don't believe a word of this, do you?
Sure, it's fantastic, but it happened.
Don't just sit there measuring me for a straitjacket!
Do something! Get on the phone! Call for help!
What's the use?
What do you think? Will psychiatry help?
If all this is a nightmare, yes.
Of course it's a nightmare.
Plants from another world taking over human beings.
Mad as a March hare.
What have we here?
He ran his truck through a red light.
Greyhound bus smacked him broadside...
and tipped him over.
Put him in the O.R.
Will you take over Bennell for me?
Certainly.
How badly is he hurt?
Both legs, left arm, broken all to bits.
We had to dig him out...
from under the most peculiar things I ever saw.
What things?
I don't know what they are.
I never saw them before.
They looked like, uh, great big seedpods.
Seedpods?
Where was the truck coming from?
Santa Mira.
Get on your radio and sound an all-points alarm.
Block all highways and stop all traffic...
and call every law enforcement agency in the state.
Operator, get me the Federal Bureau of Investigation.
Yes, it's an emergency!