There's some more flowers, kids.
Go pick 'em.
Yeah!
That's a pretty one!
- I don't have one.
- Well, go look for one, over there.
Oh, that's beautiful. Let me look at that.
Let me look at that!
Now you can take them home
to your parents. Don't they smell nice!
Hi.
Too much trouble to pick the mail up
off the floor, Geoffrey?
Hello?
Look at this flower.
All right! Attaway!
You know, I think I actually
found something rare.
What?
- This plant. I think it's a grex.
- A what?
G-R-E-X. That's when
two species cross-pollinate
and produce a third
completely unique one.
And listen to this:
"Epilobic, from the Greek epi: upon,
and lobos: a pod."
"Many of the species are dangerous
weeds and should be avoided."
Dangerous?
In the garden.
See? Look how quickly it roots.
"Their rapid and widespread growth
was even observed
in many of the war-torn cities of Europe."
"lndeed, some of these plants
may thrive on devastated ground."
Why don't we go up to Vail
for the weekend? Fly up Friday, hm?
OK, maybe. Sure.
Geoffrey! I'm trying to read!
You're in a good mood.
Well, I got something
to look forward to tonight - playoffs.
Geoffrey.
- What?
- I'm reading.
OK! I'll put the earphones on.
There, see? Happy?
Never mind. I'll go downstairs.
Comment? Qui est l?
Who is it?
Department of Health.
Bonsoir, Monsieur Bennell.
How nice to see you.
What is that supposed to be?
It is cervelles en matelote.
In English, what would I be eating
if I ate that?
- Ah. Calves' brains in red wine.
- Red wine and what else?
Mais, c'est impossible. It's impossible.
It's a secret, Mr Bennell.
You don't have any secrets
from the Department of Health, Henri.
A good young Burgundy, brown stock,
thyme, parsley - just a sprig.
Capers,... a fresh bay leaf, and garlic.
- That's all?
- Oui. Yes.
- What is that?
- A caper.
No.
Do you presume to tell us
what is in this stock?
- It's a rat turd.
- A what?
A rat turd.
- A caper!
- A rat turd.
A caper!
If it's a caper,
eat it.
I'm gonna bring you up
for permit revocation, Henri.
You're charging way too much
to be serving crap like that in here.
But, Monsieur, it is an accident.
You know how careful we are.
Hello?
- Elizabeth?
- Yes.
- Wake you up?
- No. Hi, Matthew.
- They busted the window of my car.
- Oh, no!
Threw a bottle of wine at it -
not even good wine.
The Warriors won,
so I guess your household's happy.
Yes.
- What are you doing?
- Oh, nothing.
If you go to sleep now,
you can get up early.
Oh, Matthew...
If you can come in at 7.30,
you can run the tests before 8 o'clock.
Stop! Matthew... stop.
I'm not coming in before 8 o'clock
- in the morning!
- I gotta force the abatement hearing.
- Wednesday's their only free slot.
- No, Matthew!
I will not be there before eight!
I nominated you for
Civil Servant ofthe Year award.
It's true. I think you'll win.
OK, OK, OK. I'll be in at 7.30.
I'll run a salmonella test for you.
Thank you. See you in the morning.
Good night. I'll see you in the morning.
- Bye.
- Bye.
Geoffrey, my God!
How long have you been up?
Not long.
What are you doing?
Geoffrey?
I wanna throw the book at him. Those
scallops are just cut-up pieces of skate.
I'm sorry. I can start the tests right away.
It's OK...
And something's wrong with the potato.
Either the sour cream is phoney,
or the chives.
I'm sorry. I got up on time.
It was Geoffrey.
- What did the mad dentist do this time?
- I don't know. He was just weird.
He's crazy. All dentists are crazy.
- Are you late?
- No.
He was weird not the way he usually is.
That can only be an improvement.
Well, it's not. It's got me really nervous.
Tell him to shape up or get out.
- It's his house.
- Make him an offer.
- Here's something that'll cheer you up.
- What?
Ever seen one of these up close?
- What is it?
- What does it look like?
- A caper?
- A caper?
What is it?
- A rat turd, but the sauce was delicious.
- I got you a rat.
- Did you find one?
- I've got it. It was a biggie.
OK, we'll get a declaration
of "unsanitary" on him.
- I'll talk to you later, OK?
- OK.
- What can I do?
- Nothing. Don't worry. Go on.
I'm sorry.
Oh, I'm sorry.
- Hey, come on. Tell me what I've done.
- I understand today's plan.
Something's come up, Elizabeth.
I have to go back out again.
Now? Weren't we going to the game?
The Warriors.
I gave the tickets to a patient.
You're not gonna see tonight's game?
No choice.
Geoffrey, what is the matter with you?
I'm fine. I just have to go to a meeting.
Meeting? What kind of a meeting?
Elizabeth, I don't think
I have to justify my every move to you.
Geoffrey, this isn't like you.
Please, come on. I just want it to be nice...
Elizabeth, what's the matter with you?
Nothing.
Come in!
Hi.
How you doing?
Is it true that if you think
you're losing your mind, you're not?
Well, I hope so.
I know this is gonna sound insane.
What?
Geoffrey is not Geoffrey.
- How do you know?
- I know.
On the outside Geoffrey is still Geoffrey,
but on the inside
I can tell there is something different.
Something is missing.
- What?
- Emotion, feelings.
He's just not the same person.
Really, you know what I mean?
I know it sounds crazy.
Yeah. I know what you mean, I think.
Have you eaten?
- I'm not hungry.
- Have some celery.
- I'm not...
- Eat, eat, eat.
We can eat outside. It's a beautiful night.
Take that meat there, will you?
Chop it up.
And hand me the ginger,
the stuff that's chopped up there.
You wanna know something else?
This is really weird.
I went to see his sister Nora
to talk to her about it.
But I couldn't. I stopped myself.
She changed, too?
- Do you think I'm crazy?
- No.
D'you wanna go see
my friend David Kibner?
- The psychiatrist?
- Not like that.
Talk to him. He would
put things into perspective.
- I'm not crazy.
- No, no, no. I'm serious.
He would eliminate whether Geoffrey
was having an affair, or had become gay.
Whether he had a social disease,
or had become a Republican.
All the things that could have happened
to have made you feel he had changed.
D'you know what I mean?
You wanna go see him?
You think I'm nuts.
No, I don't.
Can you still do the thing with your eyes?
If you're not crazy,
you can do that thing with your eyes.
You're not crazy.
This is delicious.
You're a great cook.
What time is Geoffrey getting back?
He said not to wait up for him.
D'you want some more wine?
- Morning!
- Hello.
One, two... Mrs Teng,
this one's got a coffee stain on it.
Here.
- That's not coffee.
- That is coffee. I put it there myself.
Maybe not come out.
You doctor, right?
Me? No. Health Department. Civil servant.
Do you need a doctor?
My wife... sick.
- What's wrong with her?
- She wrong.
- She's not right?
- That not my wife.
You mean, she's...?
No, no. Different.
That not my wife!
How you doin', Harry?
Hey, pooch. How you doin', boy?
Where you been? You've been driving me
crazy. I've been looking all over for you.
What's the matter with you?
You all right?
Talk to me, Elizabeth.
I keep seeing these people
all recognising each other.
Something was passing between them all.
Some secret.
It's a conspiracy. I know it.
There can't be a conspiracy.
Matthew, I'm telling you,
something's going on here.
Something that scares me.
I tried to see Geoffrey today,
to talk to him.
He's always in his office in the morning.
It really was weird.
Geoffrey was meeting
all sorts ofstrange people.
Things were being passed between them.
- None were people you knew?
- I didn't know any of them.
Maybe they were patients of Geoffrey's.
Oh, no, no, Matthew. I know they weren't.
I followed him
from one end oftown to the other,
and everywhere he went he had
these meetings with strange people.
I felt so stupid
sneaking around spying on him,
but I can't talk to him. What can I do?
OK. Well, Kibner will be able
to explain something.
I don't need a psychiatrist.
Just forget that he's a psychiatrist.
Just think of him as an intelligent man,
which is what he is.
It's a book party. He's a celebrity.
He's very famous.
And you will like him,
if you forget that he's a psychiatrist.
I don't know... I don't know.
Matthew, I've lived in this city all my life,
but somehow today
I felt everything had changed.
People were different.
Notjust Geoffrey, but everybody.
Yesterday it all seemed normal.
Today everything seemed the same,
but it wasn't.
It was a nightmare.
It really became frightening.
It was like the whole city
had changed overnight.
Did I ever tell you the one
about the English Camel Corps? Did l?
They're trapped in the desert,
in the Sahara desert.
They've been surrounded by Rommel
for 40 days and they've run out of food.
And the captain comes
and makes an announcement to the men.
He says,
"Men, I have some good news
and some bad news for you."
- One of the men says...
- Wait. You have told me this.
Can I tell it to you again?
Look out!
Oh, my God! Lock the door!
- They're coming!
- We should help.
Help! Help! They're coming.
They're coming. Listen!
- He's smashed out of his skull.
- He's terrified.
You're next. Please! Please!
You're next. We're in danger!
Listen to me... Something terrible!
Please. You're next!
Here they are. They're already here!
Help! You're next!
- They're coming. They're coming...
- He must have done something.
The policeman'll help.
Oh, my God.
That poor man.
What was he talking about?
I'll phone a witness report in
from the bookstore.
Matthew, thank God you're here!
These people are driving me nuts.
- Are we gonna have dinner?
- No, I can't.
- Is there a phone?
- Around the corner.
- Elizabeth Driscoll, Jack Bellicec.
- This is the Elizabeth?
The book is awful. Kibner's book is awful.
His ideas are garbage. Pure garbage.
How can you say that
about a man like Kibner?
Not a man like Kibner.
I'm saying it about Kibner.
He dashes a book off every six months.
Takes me six months to write one line.
- Why?
- Cos I pick each word individually.
- What's so hot about that?
- I wasn't even talking to you, was l?
On the corner of Leavenworth and...
- Turk.
- Turk? Turk.
Is that him?
Yes.
Yes!
"What's so hot about that?
What's so hot about that?" I don't know...
You must have a report on it
cos there was a motorcycle officer there
- and an ambulance on the way.
- They follow me.
- They don't understand me.
- You don't have to prove yourself to them.
- That's easy for you to say.
- Of course I saw it.
- The man was running down the street.
- It's romantic, sentimental,
- He landed on my car.
- post-industrial nonsense.
Just a second. I'm talking to the police.
- No, he was bleeding on the road.
- What seems to be the trouble?
Hello? Yeah.
Don't ever give your name to cops.
Leavenworth and Turk. I'll hold.
But he isn't my husband!
It's someone who looks like him.
He's an impostor!
Now, Katherine, he's your husband.
You know him and I know him.
I had to wait until today cos he has
a scar on the back of his neck
and when his hair is long
you can't see it.
- He went to have a haircut today...
- And the scar was gone.
No! It's still there!
Of course it's still there.
What did you expect? He's still Ted.
- Excuse me, can I say one thing?
- Please! He's still your husband Ted.
- I know something...
- Katherine?
- Could I say one thing?
- Katherine!
Just a minute.
- Katherine.
- Just give me a minute, will you?
Will you trust me?
Will you please trust me? Will you?
I work for the county.
This is a public-spirited gesture.
- I will give you my name...
- Kibner wants people to fit the world.
- I wanna report this.
- I want the world to fit people.
- We'll talk about this later.
- Where's Homer? Or Kazantzakis?
- Where's Jack London?
- Where's Elizabeth?
- I'm afraid!
- I understand, I know.
I understand. Let me have your hand.
- Katherine, just trust me.
- Isn't he wonderful?
Come on.
There. That's not so bad, is it?
Who's this behind me?
- It's Ted.
- That's right.
Hold on. Come on, just hold on.
Hold on. Just relax now.
- You gonna be all right? You feel better?
- Yeah. Yes.
- You wanna go home now?
- Yes.
- Will you come and see me tomorrow?
- Please... tomorrow.
Tomorrow we'll all talk.
OK? The three of us?
OK, but I better take her home.
Yes. It's OK.
- I'll see you tomorrow.
- OK.
- All right?
- OK.
Thank you.
They don't wanna hear
about the accident.
It's a big conspiracy.
- What's a conspiracy?
- Everything.
Excuse me.
I understand what you're trying to say.
My name is Elizabeth Driscoll,
the Public Health Department. Call me.
Katherine! Come on, Katherine.
That woman's husband
is not her husband.
I saw him with Geoffrey. He's one of them.
She knows about it
- and nobody's helping her.
- No. Somebody's helping her.
I'm glad you heard that. David, Elizabeth.
I've heard it all week. It's popular.
- What is?
- I was trying to tell you
- that I also know somebody...
- Who's changed.
- Yes.
- Can we go outside and talk about it?
Listen, there's a lady up top - red hair,
blue dress. She's interested in your work.
I've heard the same damn story
this week from six patients.
People are changing,
becoming less human.
It's happening all around us.
That's not what we're talking about.
This has nothing to do with
the man I live with.
It has everything to do with it.
Don't you see?
People step in and out of relationships
because they don't want responsibility.
That's why marriages are going to hell.
The family unit is shot to hell.
- David, you're not listening to her.
- Stay out of this!
You see, that's the point.
I'm listening,
but he doesn't think I am. Why?
Because he doesn't expect me
to bother enough, or to care.
- Bellicec, for the last time, stop!
- Stop what?!
- Stand still, be quiet, and shut up!
- Jack!
How did you feel about that?
Why in the store? He's a nut.
How did you feel?
You were probably shocked.
You wanted to shut your feelings off,
maybe make believe it wasn't happening
cos then you don't have to deal with it.
I wanna deal with that woman
in the bookstore.
Why?
Do you identify with her?
Yes.
OK.
Come on.
Suppose I were to tell you that Katherine
is trying to escape from a relationship.
- He's treating her.
- So why'd he push me against a wall?
- She's upset.
- She looks fine.
- She is upset, Jack.
- You look upset to me now.
Do me a favour, will ya?
Go home and I'll call you later.
- Go home and leave us alone for a bit.
- Go home?
- OK?
- OK. OK.
Thank you.
You're jumping to a bizarre conclusion.
That this man you live with
has been replaced by somebody else.
Isn't it more likely
you want to believe he's changed
because you're really looking
for an excuse to get out?
I don't know.
Will you think about it, please,
before you make a move?
Before you jump and
destroy something you have. Will you?
Please?
Yeah.
Thank you.
I just gave her
a psychological Band-Aid, Matthew.
I should talk to her some more.
You could bring her by my office
tomorrow around four.
What's the matter with her?
It's like there's some kind of
hallucinatory flu going around.
People get over it in a day or two.
All I can do is treat the symptoms.
She's gonna be OK?
A good night's sleep wouldn't hurt.
- Is it contagious?
- Oh, Matthew!
- Take her home to her boyfriend.
- That wasn't what I was thinking.
I was just wondering
if the Health Department should look at it.
Who knows? I don't know.
I wish I did.
OK.
Take her home, Matthew.
Ah, Jack. How was the book party?
Is that Kibner's new book?
Didn't get to read your poetry?
I'm sorry, Jack.
Good evening. Bellicec Baths.
Yes, we recommend the 1 5-minute soak
in Calistoga volcanic ash,
that's followed by
an Aqua-Surge whirlpool dip.
Hey, can you help me outta here?
Bellicec!
I'm talking to you. Give me a hand.
Help me outta this thing.
Stan...
Every week we go through this.
- Why can't you be more cooperative?
- Get me a towel.
You are really gonna get hurt
one of these days.
Give me another towel, would you?
Come on.
Nancy, shut the music off.
It's for the plants, Stan.
Screw the plants. I hate the music.
It's wonderful for my plants.
They just love it.
Plants have feelings, you know,
just like people.
It's fascinating. This type of music
stimulates the growth of the plants.
They've done tons of experiments on it.
- Come on, Nancy. Turn the music off.
- Relax.
You're not gonna enjoy this if you don't.
Oh! Mr Gianni, what are you doing here?
This is must reading, Mrs Bellicec.
Worlds ln Collision by Velikovsky.
Oh, yes. I've read that many times.
Have you read Star Maker
by Olaf Stapledon?
That's must reading, too.
- Well, it's awfully late, Mr Gianni.
- You're so smart.
Oh, Mr Gianni,
you've been sitting in that mud too long.
It is possible to overdo it, you know.
Oh, by the way, thank you for that plant
you gave me last time.
I'll walk you inside.
You don't have to.
Geoffrey?
That was sweet of him.
You all right?
I'll see you tomorrow morning.
Thank you, Matthew.
You've really made me feel better.
And I'm gonna think about
what Kibner said.
OK.
Thanks for helping. Goodnight.
See you.
Jack?
Honey, where are ya?
I don't wanna disturb you if you're
thinking, but I could do with some food.
I haven't eaten all day. Oh...
Oh, Jack, you're gonna suffocate.
My nose...
Let me out! Let me out!
My nose is bleeding.
Who is it?
Who is it?
It's Matthew.
- Come on in.
- What happened?
Back here.
- Matthew, I called you here as a friend.
- Oh, Jack...
Do you report things like contagious
disease or a body in a place of business?
- Let him look at it.
- You found a body?
- No, not necessarily.
- I thought it was Jack.
Is that him?
Yeah, under there.
- What kind of joke is this?
- It's no joke.
What is it?
- What the hell is it?!
- Just keep calm, Nancy.
Is it contagious?
- Did any of your customers see this?
- No.
It'd ruin us.
- I'm calling the police.
- Don't do that.
- Why?
- Nancy, don't.
Because I think Jack is right.
It's not immature exactly.
He's got an adult face.
- It's a monster. It's got hair all over it.
- It's vague.
Nose, lips, hair.
Hands, everything,
but no detail, no character. It's unformed.
Jack, don't touch it.
You don't know where it's been.
No respiration.
It's got no fingerprints.
No fingerprints?
Like a foetus.
You just said it was an adult.
I said it was an adult because it was tall.
- How tall are you, Jack?
- Six foot four.
- How much do you weigh?
- 170.
- Why?
- Oh, no.
No, Matthew.
Oh, Jack!
- Who are you calling?
- Elizabeth.
Why?
Why are you calling Elizabeth?
- Matthew...
- Why?
Hello?
Elizabeth? Can you hear me?
It's Matthew, Elizabeth. Hello?
What's the matter?
Elizabeth, can you hear me?
Who is this?
Hello?
- Where are you going?
- A friend of mine is in trouble.
- What are we to do?
- Phone David Kibner.
Ask him to meet me here right away.
There's his number.
- What's the matter?
- I'm tired.
Stand up.
- Stand up! Now walk around!
- Honey, I'm dry! I'm very dry.
I'll get you a drink. Just don't fall asleep.
- Here, sweetie.
- Thanks, sweetie.
Dr Kibner will be here soon.
I'm gonna lie down and think, honey.
I'm just gonna think.
Jack, wake up! lts eyes!
Oh, Jack. It opened its eyes.
See?
Hon?
Wake up.
Wake up!
I can't find anything in here
that looks like a body.
- No body?
- What!
- Did you check the last...
- I looked everywhere.
Hey! Did you... Hey!
- Did you check the last booth on the left?
- There's no body there.
It's got to be in here!
- Did it have a pulse, a heartbeat?
- It opened its eyes.
- You actually saw that?
- I saw its nose bleed.
It had white hair, that touched my hand.
There's something in here.
Nancy lost an old guy in here once.
He had a heart attack and sank.
Face it, Bellicec.
You've got some friends
who enjoy practical jokes.
I don't have any friends, Dr Kibner.
Then some enemies.
Look.
Who opened this up?
Wait a second, wait a second.
Who is it?
- Matthew, the body's gone.
- Somebody's took it.
- No. Did you see it?
- There was nothing here to see.
Who are you waking up now, Matthew?
Police? I would like to report a body.
Take her to my place fast.
Don't let anybody in
until we get back there.
Lieutenant, these fellas reported the body.
- You both saw it?
- No, I'm the only one. Matthew Bennell.
- Mr Bennell, show me where you saw it.
- It's right up here.
Where's Elizabeth?
- Where?
- There.
- It's Elizabeth's double.
- Where?
Lots of leaves and a pot.
It was there, David.
I swear to God it was there!
Officer, there was a duplicate
of Elizabeth Driscoll,
- and it's been taken.
- The missing woman?
- She's not missing.
- Where is she?
- She's at Matthew's.
- Don't tell him that!
- Then there is no missing body.
- That's right.
- There is and he's taken it!
- No, he took Elizabeth.
- You took Elizabeth away?
- Yes!
- You broke in here.
- I had to because she was not safe here.
So you took her out of here.
No! I took her from there.
Her other body was in here...
Please stop.
Matthew, that's enough! Please stop!
- Lieutenant, I'm Dr David Kibner.
- Ah, the psychiatrist.
My wife reads your books.
- I'm glad. It sounds complicated,...
- David...
..but my friend has had some difficult
emotional experiences recently.
But I think this is something
we can work out amongst ourselves.
- All right, I'll leave this part of it with you.
- I appreciate it.
You can't accomplish anything here.
We gotta get outside.
I think you might wanna consider filing
an unlawful entry against Mr Bennell.
I know what you're saying, but outside...
No, I'll take Dr Kibner's word
that Elizabeth is all right.
- Fine, then let's go.
- OK.
Will Elizabeth be coming home?
No.
I have to pick up some of her clothes.
All right.
All right, let's back up
and go through it once more,
step by step.
You all thought you saw a body
at the baths.
You thought it was dead.
You didn't know what it was.
You touched it. All of you touched it.
- Nancy, you saw it open its eyes.
- It looked right at me.
- And, Bellicec, you saw its eyes open.
- No, I saw its nose bleed.
If you saw its nose bleed,
and Nancy saw its eyes open,
he must have been alive.
No, David. You're looking at it
as if it was human. It was not human.
- Matthew, what else would it be?
- It was something, but not human.
- It had white hair on it.
- It was growing.
The one at Jack's was...
It was like Jack, but not as developed
as the one at Elizabeth's place.
It had tendrils on it.
The one at her place was duplicating her.
If Matthew hadn't taken me away,
the same thing that's happened
to Geoffrey would have happened to me.
Elizabeth, would you please tell me, in
your opinion, exactly what is happening?
People are being duplicated.
And once it's happened to you,
you're part of this thing.
It almost happened to me!
Look,
the reason you don't believe Elizabeth
is because the other body disappeared.
It disappeared because Geoffrey took it.
Well, then what happened
to my other body, then?
Oh, people,
will you please listen to yourselves?
Will you listen to what you are saying?
I can deal with a body being moved and
even with a body getting up and leaving,
but when you start talking about
his other body, being duplicated...
Listen to how that sounds.
We know how insane this sounds!
But what do you think we're doing?
Do you think we're making it up?
Do you believe that my body looked like
me and that her body looked like her?
D'you think we're crazy?
You are trying to make us believe
that we are seeing things. Why?
All I'm trying to do is help.
You call me in the middle of the night and
ask me to help. That's all I'm trying to do.
Well, I'm sorry if we woke you up!
If we inconvenienced you,
I guess we owe you an apology.
I mean, I mean...
I guess that's a rotten thing to do!
You've upset my wife, too.
David, I don't know what it is
or where it comes from,
but I saw it and I'm gonna fight it.
Matthew, my friend,... I believe you.
I've known you too long
not to believe you.
What do you wanna do?
Well, if I could get official support,
I'd institute the emergency procedures
that we use for cholera
or legionnaires' disease.
- What do you want me to do?
- I can handle the Health Department.
But if panic breaks out,
we'll need the police and the Guard,
and that means the Mayor and...
The Mayor's a patient of yours, isn't he?
How did you know that?
What do you want me to do?
Would you ask him
to accept my telephone call?
I'll call him in a hour. I'll be at my office.
If you have any other ideas, get in touch.
Call me.
Thank you.
The sooner the better.
This smells lovely.
- I want you to listen to me.
- I am listening to you, Nancy.
I am not seeing things.
I know I saw what I saw
and I know it was turning into you, Jack.
Now, that body we found...
That flower. Where did you get that?
- In the vase with the others.
- Just stuck in there?
- Yeah. Why?
- Geoffrey gave me one last night.
So what?
A customer, Mr Gianni,
brought one of those to the baths.
So what?
- Put it down, Jack.
- It's a pod with a flower on it.
- I could not find that flower in any book.
- Jack, put it down.
- It's a pink flower, honey.
- It could be toxic.
I have seen these flowers all over.
They grow like parasites on other plants.
- Where are they coming from?
- Outer space.
- They're not from outer space.
- Why not?
- They're not.
- Why?!
What are you talking about?
A space flower?
Why not a space flower?
Why do we always expect metal ships?
I've never expected metal ships.
There must be other ways
they get in our systems.
Right. They could be getting into us
through touch or fragrance.
We would never even notice it,
not from the impurities we have.
I mean, we eat junk and we breathe junk.
I don't know where they're coming from,
but I feel as though I've been poisoned.
We've gotta take those flowers in
and have them analysed.
- There's something here.
- They could get into us
and screw up our genes like DNA,
recombine us, change us.
Oh, of course!
This is the same way
those rockets landed years ago,
so those spacemen could mate with
monkeys and create the human race.
It's happening now!
- Who do you wish to speak to?
- David Kibner.
He's not in right now.
He'll be back this afternoon.
Could you leave a message for him?
Matthew Bennell. B-E-N-N-E-L-L.
- And your number, please?
- No, he's got my number. Thank you.
James Grala, Deputy City Attorney.
Can I help you?
My name is Matthew Bennell.
B-E-N-N-E-L-L.
I'm a deputy public health inspector.
- Is this another call about impostors?
- Yes.
- We're the first agency you called?
- Yes.
Good. Listen, Mr Bennell,
we don't wanna create a panic.
No-one here knows.
I'd like you to stay by yourphone
for a while.
I'll have somebody call you back
and take down all you know.
All right, thank you.
This is a busy lab, Elizabeth.
We don't test flowers.
- They go to the Depart of Agriculture.
- I know where they go!
I think this is our problem.
I think it is affecting people.
How?
Look, Allen, I have already said
that I'll do all the testing.
You don't have to lift a finger. Can l?
You've been consistently late, Elizabeth,
and you're behind in your work,
so I'll do the tests for you.
Thank you.
- It'll take 48 hours.
- Allen, 24.
I can't understand why you've become
so emotional about a little flower.
Hello.
- Mr Bennell?
- Yes.
- From the Health Department?
- Yes.
- It's Ted Jessop, the Mayor's assistant.
- Yes.
- You've come across something strange?
- Yes.
I'd like to suggest
we meet in Union Square.
- We can't talk over the phone.
- Right away.
So you'll meet me here again tomorrow,
Mr Bennell?
Yeah.
Don't say a word to anyone. Keep it quiet.
Whatever you say.
- Please deposit 15 cents.
- Operator, I put in a quarter...
This is Judy Hinkell,
the Mayor's special assistant.
Yes. My name is Matthew Bennell.
The Mayor's in conference,
but Dr Kibner called him personally
to express his concern.
And, Mr Bennell,
we're asking for your discretion
because this thing might be abating.
Hello?
- Matthew Bennell?
- Yes.
I'm Michaels,
from the Federal Preparedness Agency.
These reports ofstrange,
unexplained, diseased bodies.
My understanding is
you haven't analysed anything
- and you have no tissue samples.
- No, I'm...
Mr Bennell, it seems you'rejust winging
your conclusions. Keep an open mind.
I had no intention...
Don't mention to anyone
about duplicate bodies.
- I was gonna treat it...
- Excuse me, my otherphone is ringing.
- Yes?
- This is serious business, Mr Bennell.
- Is thisjust a case ofparanoia?
- No, no, no.
Know what mass hysteria looks like,
Mr Bennell?
- We don't want to create a panic.
- We have a primary authority.
Be cautious.
You sound distressed.
- I think the horizon looks bright.
- People are returning to normal.
No, no. She all right.
She better now. Much better now.
- Did your husband ask you to come?
- No, no.
I want everybody to see
that I'm back to myself again.
No, wait. Please.
I'll see you soon, I hope.
Matthew, I'm not getting a thing here.
Where is the...
I'm not getting any news here.
Isn't there a 24-hour news?
I would think you'd have
a good reception on the hill.
There's a repair truck out here.
Could that be to do with it?
She just needs something to help her
sleep. Tomorrow she'll be good as new.
I would suggest you get some sleep, too.
You've done everything you possibly can.
Can I give the Bellicecs a ride?
No, I'm not going back there.
- We'll just get a motel.
- You can stay here.
Thank you.
Come on.
I appreciate everything you've done,
David. Thank you.
- Get some sleep.
- Sure. See you.
Matthew. Matthew.
Matthew, they're growing.
They're everywhere!
Wake the others!
Elizabeth, wake up!
They're growing out of these pods.
- I'll get the police.
- Elizabeth, wake up.
They get you when you sleep. Sit up!
Elizabeth! Elizabeth, would you wake up?
Hello. Police.
Officer, I would like to report
four bodies in my backyard.
You OK?
- Wait there, Mr Bennell.
- How do you know my name?
Hang up, Matthew.
- I didn't tell you my name!
- Hang up.
- I didn't tell them my name!
- They're all a part of it.
They're all pods, all of them.
- Who are you calling?
- Washington.
The CIA? The FBl? They're pods already.
I've got a friend in the Justice Department.
I can dial direct.
- What are you gonna tell him?
- Oh, my God!
They grow out of those pods!
They cut our power.
Matthew, they're barricading the street.
No!
- What number are you calling from?
- Operator? I was dialling direct.
I'll try the number, Mr Bennell.
- They're coming up here.
- Hang up, Matthew.
Matthew, do you have a gun?
No.
- What are we gonna do?
- Out the back door.
Hurry up! Jack!
That way. Under the stairs.
Go on. I'll catch up with you.
Go on, keep on running! Don't stop!
Go on!
Quickly. Follow me.
We're being cornered!
Jesus!
Get down!
Matthew, keep them here
and I'll come back with help.
Jack.
- Jack!
- No, Nancy.
- No, Jack! Jack!
- Get down.
Here I am, you pod bastard!
Hey, pods!
Come and get me, you scum!
Wharf area is secure. Ten-four.
Suspects escaping. Suspects escaping.
Oh, yeah, showtime!
Yes, sir, you're walking the right way.
We got nude girls...
It's all going on right here.
It's all live, it's all naked, sir.
Guaranteed action here.
Guaranteed to make you
feel like a new man.
Come on back here! Come on back here!
D'you hear me? Come on back here!
This is it.
We got male and female love back here...
- Where to?
- The airport.
Pacific and Hyde. Pacific and Hyde.
carrying two passengers, type H.
- Repeat. Type H.
- 6-10, confirmed.
Some night, eh?
- Take 280 south on ramp.
- Yeah.
Type H unit established
in Financial and South ofMarket.
Repeat. Financial and South ofMarket.
Lombard on the Golden Gate.
Where are you heading?
I said. The airport.
No. I mean which airline.
- Market and 14th. Market and 14th.
- United.
You got business outta town?
No, we're not leaving. We're meeting
someone coming in from Boston.
All fares at North Beach, regroup.
Divisadero and Haight. Divisadero
and Haight. Divisadero and Haight.
What is it?
What's going on?
Oh, nothing.
Both of 'em.
- Harry, pooch, wake up!
- Look, there's a pod.
All those with families
in Berkeley, Oakland and Elizabeth.
Unit Seven, special assistance.
Could we have you
over by the Health Department?
Red city, please.
All with red city families.
Look at them!
Right out in the open.
That's how they do it.
That's how they spread it.
All those people are changed.
Unit Seven, special assistance.
Could we have you over
by the Health Department immediately?
Matthew, we'll never be able to stop them!
Yes, we will.
We can't!
Look it, they control the whole city.
We'll find a way somehow.
Oh, Matthew, I can't go on!
I wanna go to sleep.
I can't stay awake any more.
You have to.
You have to stay awake.
Would somebody in transportation
report to the Grove Street terminal?
Yup. Boccardo's pills.
He eats these like candy... or he used to.
Take some.
- What are they?
- Speed. It'll keep us awake.
- How many are you supposed to take?
- It says "Take one".
Take five.
They know we're here.
Jack, my God!
No.
Would have been a lot easier
if we'd just gone to sleep last night.
David, no!
- Oh, my God! No! No! Matthew!
- Don't touch her!
David, don't let them touch her!
Don't let them touch her!
Don't let them touch her.
- What are you gonna do?
- We'll leave the city!
- Please, Geoffrey.
- David, let us go.
- Let us leave the city!
- You don't have to leave the city.
Nothing changes.
You can have the same life.
But what happens to us?
You'll be born again
into an untroubled world,
free of anxiety, fear,...
- Wait.
- ..hate.
- David, you're killing us.
- That's not true. David's right.
Your minds and memories'll be totally
absorbed. Everything remains intact.
You've never agreed with him in your life
before! What are you talking about?
What are you...
David, you're killing me.
- What is this supposed to do?
- Just a mild sedative to help you sleep.
- I hate you.
- We don't hate you.
There's no need for hate now...
or love.
I love you, Matthew.
There are people who will fight you.
They'll stop you.
In an hour... you won't want them to.
Don't be trapped by old concepts.
You're evolving into a new life form.
Come and watch.
We came here from a dying world.
We drift through the universe
from planet to planet,
pushed on by the solar winds.
We adapt... and we survive.
- The function of life is survival.
- Elizabeth!
Open the freezer, quick.
- This door?
- Yup.
Shut the door.
How are we gonna get outta here?
Through the door. Come on.
What's that?
I've lost Jack.
We got separated.
I don't know where he is. I've looked
everywhere. Have you seen him?
Nancy, this building is surrounded.
How did you get in?
I've been wandering among 'em for hours.
They can be fooled.
How?
Don't show any emotions.
Hide your feelings.
- And when you sleep?
- We'll watch over each other.
- OK.
- Let's find Jack.
We're going to beat them. OK?
OK.
Hey! The lines are over there.
XB-25. XB-25. Station 5. Come in.
Yes. Station 5. Proceeding
as per plan B. Awaiting Kibner unit.
Station 5. Come in.
XB-25. In front of the Health Department.
Request instructions.
You are in the rightplace for Sausalito.
Please keep moving right along.
Sausalito only, please.
Ask ifyou have a question.
The yellow zone
is for loading and unloading only.
If you have other business,
stay clear ofthe yellow.
Stay clear ofthe yellow.
That's for loading or unloading.
Get them! Get them!
Get them!
Come on, get up.
Oh, God!
You see them?
This is where they grow them.
This is where they cultivate them.
It's enormous.
What are we gonna do?
There are so many.
We've got to figure out a way
of stopping them.
Can you walk?
- I'll try.
- Here, hold on to me and try and walk.
Oh, God! Are you all right?
A factory...
They're growing them.
Elizabeth.
I love you.
I love you.
I love you!
Come on.
Oh, I can't. I can't!
Music.
Ships.
Ships... Ships!
Ships! We can get away!
I'll go down there. I'll be right back.
Stay here.
Stay here.
- ..San Francisco Bay area.
- Oh, God!
Mostly fair Saturday night and Sunday.
There will be a cooling trend
with improved visibility.
Night-time lows in the fifties tonight
and in the forties Saturday.
Light winds becoming north-westerly,
Elizabeth, no! No!
Wake up. Wake up.
Wake up!
I love you.
The boat's there, Elizabeth.
The boat's there.
It's gonna take us away.
There's nothing to be afraid of.
They were right.
It's painless.
It's good.
Come.
Sleep.
He must be here somewhere.
Let's go this way.
- He must be around here somewhere.
- There's one over here, I think.
- We'll get him.
- We'll get him.
He can't stay awake for ever.
All those meeting incoming
school buses from Jackson County,
please report to the auditorium.
Schedule of incoming flights
is posted by the information booth.
All those with relatives in Bedford,
Eugene, Portland, Seattle, Vancouver,
report to City Hall.
Why do we have to
take our nap now, Mrs Finley?
I don't wanna take a nap. I'm not tired.
Please pay attention
to the following cities:
Santa Cruz, Santa Barbara,
the Greater Los Angeles area.
Trucks and buses will be leaving
at 3.25, 4.25, 5.25.
Sector 5, city employees, code seven.
Repeat. Code seven.
Meeting all incoming flights -
SFO, LAX, JFK,
ORD, SAA, ETL...
Oh, no!