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.
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.
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.
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!
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.
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.
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.
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?
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.
[Door opens]
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.
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.
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!
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're next!
You're next!
You're next!
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!