This is Sand Rock, Arizona,
on a late evening
in early spring.
It's a nice town,
knowing its past...
and sure
ofits future,
as it makes ready for the night
and the predictable morning.
The desert blankets
the earth, cooling,
resting for the fight
with tomorrow's sun.
And in my house
near the town,
we're also sure
ofthe future,
so very sure.
Hmm, 12:00 sharp.
Trying to get rid of me ?.
'Cause if you are,
it won't do you any good.
Well, I wouldn't
want people to talk.
Let them.
They do it anyway.
You know, I think it must be
my money that impresses you.
What money ?.
Well, I got
a check today.
Oh,Johnny !
You sold another article.
Got enough to finish
the outside of the house.
All the comforts
of home.
To think of the time
I wasted living in the city.
It's nice out here.
Question is, would you keep
this up if we were married ?.
Course not,
soon as I got your name
on the marriage certificate,
I wouldn't have
to do it anymore.
Let's go see what
the stars have to say.
I already know
your horoscope.
You know who the stars say
a man born under your sign
should marry ?.
No. Who ?.
Me !. I'm a Scorpio.
A Scorpio always gets along
well with a Sagittarius.
Really ?.
Mm-hmm !
What else do they say ?.
Oh, a Sagittarius
is philosophical,
very positive
and has a blithe,
happy-go-lucky manner,
Would starve if someone
didn't come along to make
him a meal occasionally.
And is quite helpless
in certain situations.
Come here.
Look at my stars.
Tell me if they say
whether a Sagittarius
could support a Scorpio ?.
"Starlight, star bright,
first star I've seen tonight,
"I wish I may,
I wish I might,
have the wish
I wish tonight."
have the wish
I wish tonight."
What was that ?.
A meteor.
One of the biggest !
C-Can you see it ?.
Yeah.
Yeah, there it is.
It's by the old
Excelsior Mine.
You're crazy.
He's dead serious.
Didn't you even hear it ?.
I didn't hear nothin' till
you came bangin' on my door.
Look !
Oh, it's beautiful !
Come on, come on.
Let's go down.
All right, all right.
Keep your shirt on.
Holy cow !
Brother, that's
really somethin'.
It's the biggest thing
that's ever happened
in our time.
I'm gonna take
a closer look.
Oh, be careful,John !
Go ahead,
be a hero.
We'll take our chances.
Who said
anything about you ?.
You stay right here.
Yeah, bu--
You look after Pete.
This is where Pete's
gonna be, right here.
Johnny ! Johnny !
Wait a minute !
You stay here !
John !
I'm all right, Pete !
Down here !
Areya all right ?
Yeah, I'm all right.
Come on, let's get outta here.
Maybe you'll listen
to me next time.
John ! John,
are you all right ?.
Johnny ?. Johnny ?.
Yeah, yeah,
I wasn't hurt, Ellen.
Well, then, what's the matter ?.
There was
something down there.
Boy, you're not kiddin'.
A couple of tons of earth
that almost hit ya.
No, no, that's
not what I mean.
Well, what do you mean ?.
What was it
you saw down there ?.
I'm not sure.
Some kind of a ship,
I think.
A what ?.
A ship !
What kind of a ship ?.
I don't know.
It's like nothing
we've ever seen before.
Something must have hit this guy
in the head. Come on !
It was there !
Part of it was showing.
You've been up in
the stars too long !
Let's get outta here.
It was like a huge ball
rammed there in the crater.
This is no place to
hold a conversation. Let's go
before it starts falling again.
All right, all right.
I'm not crazy
and I'm not imagining.
I tell you
I saw this thing.
Oh, brother.
I saw an open port way.
So what was inside ?.
Well, something.
Then the door slammed shut
and started the landslide.
That figures.
Come on.
Pete, will ya listen to me ?.
I did. I let maniacs
drag me off in the middle
of the night.
Now, on top of that, I get
rocket ships thrown at me.
[Pete ]
Uh-oh, here they come
to find out what happened.
Oh, please, don't tell them
what you told us.
Ellen, I-- I tell ya,
I was close enough to it.
I could've touched it.
But, Johnny, please.
You're not gonna tell
those people ya saw Martians
runnin' around down there ?.
What would ya say if I had
found a Martian down there ?.
I'd say, hold 'im
for a circus.
And I'd say, wait
and find out what
they're doing here first.
Ellen, you don't
believe me either.
Oh, I--
I don't know.
That's Ellen and Putnam.
There's Pete's copter.
Hi !
Hey, what's goin'on ?
How longyou been up here ?
What happened ?.
I'll tell ya what happened.
Johnny !
It's a meteor. Johnny says the
biggest one that ever hit us.
It must have been.
I felt it clear down
to my shoes.
It lit up the sky like
the end of all creation.
It was no meteor.
No meteor ?.
What's the
amateur astronomer's
point ofview ?.
There's some kind
of a ship down there.
A ship ?.
Don't ask me what kind,
'cause I don't know.
Oh, you mean from one of those
stars you write about ?. Or the
kind that Pete here operates ?.
I tell you the evidence
is buried right down there.
This may be the biggest
thing that's ever happened.
Ifyou're smart, you'll get
this whole area sealed off until
we know what we're up against.
You see it, Ellen ?.
No, but ifJohn says
he saw it--
He could be mistaken.
You, Pete ?.
I tell you, from its size
and appearance, this thing
came from outer space.
I even have reason
to believe that... there's
some form of life in it.
Must have been traveling
pretty fast to hit the earth
that hard and stay in one piece.
That's right !
And even if it was
in one piece...
would anyone still walk around
after a concussion like that ?.
I'm just askin',
Johnny.
Wanna make sure
I quote you right
for the paper.
I'll take you home, Ellen.
Oh, never mind, Matt.
I'll be all right.
Don't tell me you're
goin' back to Sand Rock.
When Loring gets through
printin' that statement
ofyours in his paper,
they won't let you
walk around out in the open.
Oh, you too, Pete ?.
We need help, not lectures.
Come on, Ellen.
Isn't there anyone
who would want to help ?.
What about Dr. Snell at
the Wayne Observatory ?. You've
done a lot ofwork with him.
Yeah. I'll call him
as soon as we get back.
Hey, slow down.
Johnny ?.
Those fools !
Oh, you can't
really blame them.
But I did see it.
I even saw some kind
of tracks.
I can't be just
imagining it !
I'm thinking ofyou,Johnny.
And people talking
behind your back and laughing.
They've talked about me
before. Even your
old friend, the sheriff.
Oh, Matt didn't mean
anything by it.
He's known me all my life.
You know how he looks after me.
I don't blame any of'em.
Can I prove it ?.
Even to myself ?.
Well, maybe ifwe really
do find something--
You really have to,
Johnny ?.
I have to, Ellen.
You better keep out of it
for a while though.
Wouldn't want them
laughing at you.
Look !
What's that ?.
What was that ?.
I don't know.
Did you hit it ?.
I'll see.
Keep the motor running,
Johnny, please !
Yeah.
You stay here.
Come on,
let's get back.
What is it ?.
Thought I heard
something.
It's just a Joshua tree.
Let's get out of here !
Did you get
any good shots ?.
Pretty good.
The crater's about
One of the biggest things
that ever happened !
Look how far down it goes !
Sure covers
a wide area.
Hey ! Here comes
our stargazer now ! Come on !
Snell's here.
So are the reporters.
Uh-oh, and here
they come.
I'll try
and steer 'em off.
Morning,John, Ellen.
Missed ya at the house.
Morning.
Dugan, American Press.
Lober, Press Dispatch.
Gentlemen,
this is Miss Fields.
How do you do ?.
Quite a show you started.
Any statement ?.
Why repeat it ?.
It's all right here.
"Star Gazer Sees Martians."
Stick around.
I may really have something
forya in a few minutes.
Look, uh, this is private.
Do ya mind ?.
Not at all.
How about it, Miss Fields ?.
You add anything to this ?.
No !
Hiya, Bob.
Hi !
Well, well,John.
Hello, Dr. Snell.
Glad you could get away.
I wouldn't have
missed it for anything.
How long you been here ?.
Oh, about an hour.
Oh, you've just
gotten started then.
Hardly, I've seen enough.
You do believe me ?.
Look,John, last night you
saw a meteor fall to Earth.
That much has been
substantiated by witnesses.
The presence of the crater
itself, its formation
and characteristics,
all support the theory
that it was a meteor.
But I tell you I was ship !
You saw something
that looked like a ship.
You can't prove it,John.
I can prove it
if I can get you to help me
dig it out of there.
I can't in good faith ask
the university to do it.
We'd dig for months
and spend thousands,
and maybe all we'd find
would be these.
Look, note the black
coloring, characteristic
of the meteor,
the fusion from heat,
the nickel and iron.
Facts,John, facts.
Even the angle of contact
with the earth.
Everything points toward
it being a meteor.
All right, all right.
I'll admit I don't have
all the answers.
One more point,John.
Come on.
Find anything, Bob ?.
No, Doctor,
not a thing.
There you are. There's
no sign of any excessive
radioactivity anywhere.
Odd, wouldn't you say,
for something coming in
from outer space ?.
I don't know what's odd
and what isn't anymore.
But I do know I expected you
to be more open to the idea
than the others.
You're a man of science !
Therefore, less inclined
to witchcraft,John.
Not witchcraft, Dr. Snell.
Imagination !
Willingness to believe
there are lots of things that
we don't know anything about.
Look, there was a time when
people thought the earth
was a level plane...
between two mountains
that were set there
to hold up the sky...
and that the stars
were lamps hung from that sky.
Then a better idea
came along and people
were willing to listen.
Be realistic,John. We've
worked together before.
In the meantime, you can
do an article for us.
Yeah. Here.
I already have.
An intense young man.
Yeah, and an odd one too.
More than odd, Bob.
Individual and lonely, a
man who thinks for himself.
"Report on the
Arrival of Strangers
from Outer Space."
Been hopin' I'd run
into you, Putnam.
What's the matter, Matt ?.
Did I break a law ?.
You might call it that.
Ellen's supposed to be
teachin' school today.
I told her to stay out of this.
You know Ellen.
Yeah, I know Ellen, also knew
her father. I was his deputy.
I mean to keep an eye on her.
Trouble is, she keeps trailin' afteryou.
See this town doesn't
understand you pokin' around
out here in the desert,
squintin' up
at the stars, and now
you come up with this story.
This town !
The reason I came out
here to the desert...
was to try and get away
from that kind of thinking.
Putnam,
you frighten 'em.
And what frightens 'em
they're against,
one way or another.
Look, Matt,
I'm frightened too.
You want to
destroy yourself,
that's your lookout.
But leave Ellen alone.
She needs her job.
Come on, Miss Fields,
give us a story.
Smile, please, Miss Fields.
Joe, get it, will ya ?.
What about this monster
you ran into last night ?.
Come on, fellows, stop
bothering her, will ya ?.
We're just checkin'
your story.
What are ya tryin' to prove ?.
That's what I was gonna askyou.
Maybe getting publicity
for a new bookyou're writing ?.
John !
Don't get sore, Putnam.
You're news now.
Okay, Putnam, just
tryin' to get a story.
Snell agrees with the
sheriff and the sheriff
agrees with the others.
I'm crazy.
Oh, I know. Matt was at me
before he found you.
A teacher has responsibilities
to the community.
I just wish we had found one
of them, that's all.
Just one little monster to toss
into the principal's bedroom.
An occasion to make
the soul tremble.
Thankyou, sir. This is
your local announcer again.
Here's Major Benson
ofthe United States Army
to give us his view.
Major, will the Army attempt
to dig underneath the crater ?
Uh, probably not.
Major, how do you feel
about the report...
that a spaceship
is buried there ?
Ifthere is, it'll have to wait
until we can get around to it.
Then the army isn 't
afraid of any invaders ?
Not ifthey're buried under
hundreds oftons of--
Look !
- Seems like it'll reach out.
- Hmm.
It's alive.
And yet it looks
so dead out there.
Oh, no, it's alive
and waiting for you.
Ready to kill you
ifyou go too far.
The sun will get you,
or the cold at night.
A thousand ways
the desert can kill.
Where are you ?.
What do you look like ?
What am I supposed to be
looking for ?
I know you're out there,
hiding in the desert.
Maybe I'm looking right at you
and don't even see you.
Come on out !
Why, John !
Hiya, Frank, George.
Well, where'd
you two come from ?.
Why aren't you
at the crater ?.
I don't like
the show they're puttin' on.
Hear they got you goin',
John. Ridin' you, boy ?.
They're tryin' to.
I read the morning papers.
Don't let 'em ride you too much.
Have you two seen anything
unusual this morning ?.
You mean like
another meteor ?.
No, I don't mean like a meteor.
No, we ain't seen nothin',
have we, Frank ?.
Have we, Frank ?
What ?.
I said, we haven't seen
nothin', have we ?
No, I haven't seen anything.
But I'm sure
hearin' things.
Yeah ?.
What kind of things ?.
Well, I don't know.
Darnedest noise ever.
Never heard it on
the wires before.
You've been out in the sun
all morning.
No, it's not the sun !
Mind if I give a listen ?.
Sure ! Put him
on the ladder, George.
You're the boss.
Here, listen.
Ya hear it ?.
Yeah.
Any idea what it is ?.
I don't know.
Might be somebody up that way
tapping the wires or...
back that way
listening to us like
we're listening to him.
I wonder who it is.
I don't know.
Afteryou've been
working out on the desert
hear a lot of things,
see a lot of things too.
Sun in the sky and the heat.
All that sand out there
with the rivers and lakes
that aren't real at all.
And sometimes you think that
the wind gets in the wires
and hums and listens and talks.
Just like what we're hearing
now. Still hear it ?.
No, it's gone.
Well, that's the way
it is.
Comes and goes.
Had enough ?.
Yeah.
Me too.
Well, what do you
make of it ?.
I'm not sure yet.
I wish I could
figure it out.
Why don't we drive up
the line a ways and
take a squint ?.
Anything you say, boss.
We'll have a look
up the other way.
Ifyou
find anything, let us know.
Be glad to !
Got a big date with Jane
tonight, boss.
Ifyou're thinking of getting
off early, the answer is no.
When are you gonna get married
and settle down, George ?.
Soon as I find me
a wife like yours.
You always say
the right thing, don't ya ?.
Especially to the boss.
Look at that !
What is it ?.
Did you see something,
John ?.
No.
No, nothing up here.
We'd better go back
and find Frank and George.
Do you think
they'll find something ?.
Could be.
There.
Yeah.
Wait.
Maybe they walked off
in the desert.
Why would they leave
the doors open ?.
They were in a hurry, all right.
Maybe they
chased something.
Or something chased them.
Blood.
Look,Johnny !
They saw something,
all right. Whatever it was,
it took them along.
Aaah !
Oh, George.
Hello.
You gave us
a start.
Did I ?.
Where's Frank ?.
George !
Where's Frank ?
He went off to look around.
There's blood on the truck.
What happened ?.
I cut my hand.
See ?.
Oh, is it ba--
What's wrong ?.
Nothing.
The sun, I guess.
Playing tricks on me.
Yes, the sun.
Beautiful.
You, uh, you found
nothing up here ?.
Nothing.
We may as well
get along,Johnny.
Don't worry about Frank.
He'll be all right.
Yes. Well, I guess
there's nothing more
we can do up here.
So long, George.
We'll be in touch
with you.
So... long.
What is it back there,John ?.
What's the matter
with his eyes ?.
He's lying.
I didn't want to start
anything alone out here.
We've got to get into town
and bring help.
Something's happened
to Frank.
He's dead.
Are you all right ?.
What happened, George ?.
Is the truck--
Don't... be... afraid.
It is within our power...
to transform ourselves
to look likeyou...
or anyone.
For a time
it will be necessary.
We cannot, we would not,
take your souls...
or minds or bodies.
Don't be afraid.
Your friend is all right.
Mind closin' the door ?.
You're comin' right out
with us, Matt.
You wanted some proof, Matt.
Maybe we've got something
foryou now.
The school principal
was in here.
You've got to listen.
You're supposed to be
teachin' school.
Don't you hear us, Matt ?.
We've got some proof
foryou now !
I'm a busy man, Ellen !
Even if I wasn't, he's not
gonna make a fool out of me
the way he has out ofyou !
Ifyou don't listen to him,
you'll be the fool.
He's got you so
you'll believe anything.
All right,
just what did you see ?.
Come on, I'll show it to you.
Oh, you better bring
your gun.
Truck's gone ?.
It was right there, Matt.
This time, I saw it too.
The tracks,Johnny,
show him.
The tracks are gone.
Mm-hmm.
Right here.
This is where I saw him.
I-- I--
I saw his hand !
Look ! Blood.
Could have been
a jackrabbit hit by a car
and crawled in through here.
I tell you it was Frank !
It had to be !
All right, it was Frank !
And he's risen from the dead
and gone offwith his truck.
Now I'm goin' back
to town.
Thanks for the ride.
It's like beating
against thin air.
No marks, no signs,
no nothing.
And, Ellen, the pallor
of that face.
Maybe it was the sun
just playing tricks on us.
Was it ?.
But the way he kept looking
into the sun without blinking.
How could George
do it ?.
George couldn't.
What do you mean ?.
It's like some nightmare
where you're waiting and
hoping for it to be over...
and then all of a sudden
you realize that it's just--
George ! Frank !
Frank ! George !
Wait ! I wanna
talk to you !
George ?. Frank !
Keep away.
Where have you been ?.
We've been looking
all over for you.
I want to help you.
What happened out there
in the desert ? Tell me
and we'll go to the sheriff.
Stand back !
Whoever you are,
whatever you are,
I want to understandyou,
I want to help you !
Then keep away.
Keep away, John Putnam.
We don't want to hurt you.
You least of all.
We don't want to hurt anyone.
What haveyou done
with them ?
Your friends are alive.
- They will not be harmed
ifyou do as we say.
- What are we supposed to do ?.
Give us time.
Time, or terrible things
will happen.
Things so terrible
you have yet to dream of them.
Ain't old Tom back
with that grub yet ?.
I sure am gettin'
powerful hungry.
Ain't seen him yet.
It ain't to my likin' neither,
haulin' grub at this time
of the night.
Come on, mule.
Sam and Toby'll be hungry !
Why, you crazy mule !
That you, Tom ?.
What's goin' on in there ?.
Well, the way
to tell is take a look.
That's just this
poor old tunnel.
Needs more proppin' up.
Like a man, it gets old.
Needs proppin' up.
Wouldn't have needed it
if that meteor hadn't stuck its
nose smack in that lower level.
We best check it
in the mornin'.
That must be Tom now.
Well, it took him
long enough.
That you, Tom ?.
No one
hasyet turned up any bug-eyed
monsters threatening Earth...
and so it must be set down
as another one ofthose
fantastic hoaxes,
this one by a young
publicity-seeking astronomer.
Of course, ifhe should
turn up a spaceman or two,
this network cordially invites
them to address us one and all.
And now for some
last-minute news.
I was trying to help.
What do we do now ?.
Nothing. We wait.
We sit and we wait...
and we trust...
them to make it
clear for us, or--
Uh... come on,
I'll take you home.
You've got nothing to blame
yourself about,John.
What else could you do ?.
But, Ellen, are we right
in just, just sitting by ?.
We are right,
and we're not crazy !
And ifwe've been seeing things,
it's because we did see them !
Evening, Miss Fields.
What's the idea, Perry ?.
Sheriffwants
to see Johnny.
Yeah ?.
What're you made up for ?.
I'm a spaceman
out of the crater.
Says foryou to get
over there right away.
Okay, okay.
See you.
Matt.
You know Frank's wife,
Mrs. Daylon ?.
Of course.
How do you do ?.
And Miss, Miss Dean,
a friend of George's.
Hello,Jane.
Hi.
Mrs. Daylon, tell John
here what you told me.
Well, the minute he came home, I
knew there was something wrong--
Seems Frank took off
under peculiar circumstances.
He came home and told her
he was assigned to some sort of
special job overnight and left.
Something's wrong, I know it !
He was so pale.
He had the queerest
look in his eyes,
and he nevertouched his food.
Same for George. His landlady
told me he skipped dinner.
And that ain't like George,
not with his appetite.
Mr. Putnam, the sheriff
says that you saw both
of them this afternoon.
Did they say anything
about going anywhere tonight ?.
No, Mrs. Daylon.
Not a thing.
Well, maybe they
had an emergency
call to make.
Telephone people say no.
And that truck we couldn't
find this afternoon.
The phone company called up
and reported it missing.
Were they drunk or anything,
I mean, did you get it
on their breath ?.
Frank never drinks.
He's sick, I tell you.
Ifyou ask me, they
ain't ever coming back.
Otherwise, what would
they want to take
their clothes for ?.
Their clothes ?.
Yeah.
Well, it seems natural to take
a change of clothes. They said
they'd be gone overnight.
I know George.
Always on the move !
Always wantin' to go somewhere !
You best go home and get some
sleep, the both ofyou. I'll
check around and call you later.
Ellen,Johnny and I have some
things to talk over. Would you
mind taking the ladies home ?.
Oh, of course, and I'll stay
with Mrs. Daylon for awhile too.
We're taking your car,Johnny.
I'll see you later, Ellen.
Bye.
Bye.
Now are you ready
to believe me ?.
I'm trying to or I wouldn't
have sent foryou.
You've got to believe
that there's a ship buried
out there in the desert,
and that at least some of our
visitors from outer space...
got out of that ship
before it was covered over !
Go on.
Two of those visitors
I saw today.
So did you.
It's true, Matt !
Oh, it's no use, Johnny.
I try to stay with you,
but I can't.
You've got to ! I know
what you're thinking, Matt.
But you've got to believe that
what you saw today was only what
looked like Frank and George !
They didn't by any chance
tell you what they wanted ?.
They want us to trust them, to
believe that Frank and George...
are in no danger as long as
we don't interfere with them,
to give them time, time !
Did it ever occur to you
that you might be gambling
with their lives ?.
Yeah, what do you think
you were doing when you
refused to believe me ?.
Frank and George !
That's crazy !
I tell you, I came
face to face with them !
But how could they take over
anyone else's form, and where
is the real Frank and George ?.
- I don't know.
- And why would they want
to do that ?. Why ?.
Maybe to move about freely,
to come into town
without being stopped.
So they steal a telephone
truck, something that'll
stick out like a torch !
Now does that make sense ?.
It might.
Suppose they wanted
electrical equipment. That
truck was loaded with it.
As a matter of fact,
things have been happening
around here this evening.
The hardware store
was broken into.
They're missing
a coil of copper wire
and some metal parts.
Nothing else taken
but electrical equipment.
There you are !
Yeah ?. Yeah,
this is Sheriff Warren.
No, the last I saw
of Dr. Snell and his assistant
they were out at the crater.
Well, you let me know ifyou
hear anything. IfI hear
anything, I'll give you a ring.
What about Dr. Snell ?.
Would they have
any use for him ?.
They mi ght. He's
an astronomer. Why ?.
That was his secretary calling.
Haven't seen him
or his assistant.
Last I saw of them, they were
out on the desert workin' alone.
Let's go.
Well, they're not around here
and it's a cinch they just
didn't leave without their car.
I'd give anything if things were
the way they were this mornin'
with me callin' you a fool.
Is it reasonable
for anything to stay alive
after hitting Earth that hard ?.
It's reasonable
because it's true.
Believin' all this talk
about takin' over
other people's forms !
That's crazy, I tell ya !
Nothin' would ever add up !
I couldn't even be sure
that you're John Putnam
standing beside me.
That's right, you couldn't.
Wouldn't it be a fine trick
if I weren't really
John Putnam at all ?.
Something from anotherworld
come here to give you
a lot of false leads.
Frank, what're
you doing here ?.
I have been
waiting for you.
Oh.
W-We've been looking
all over for you.
Are you all right ?.
Yes.
Well, I'll
take you home.
No. Take me to the mine.
Oh, no !
No, please !
Hello ?.
Who is this ?.
Who ?. It's foryou.
This is John Putnam.
Wha--
But--
Yes.
They've got Ellen.
Ellen ?. Where ?.
Come on.
How do you know we're
supposed to stop here ?.
I know.
Well, let's go !
No !
They want to see me alone.
You wait here.
I was thinkin' about Ellen.
So am I.
She's safe, but...
ifyou come along,
I don't know.
All right, I'll wait.
How long ?.
As long as it takes.
Well, be careful.
Ellen ?.
Ellen !
Ellen, wait !
Ellen !
Ellen ?.
Ellen ?.
Here. Here !
Where's Ellen ?.
Where's Ellen !
Stay whereyou are !
Come out in the open !
Come out where
I can see you !
No !
Let me see you
as you really are.
What do you want ?.
What're you doing ?.
We are repairing our ship
to leaveyour world.
We needyour help.
You ask me to help you.
How can I when you've
kidnapped and stolen ?.
For all I know,
even murdered.
We have a long way to go.
By nightfall we will
have left your Earth.
You will not see us
until it is time.
Time for what ?.
Time to kill ?.
Time to take over ?.
We have souls and minds,
and we are good.
Then why are you hiding ?.
We are not yet ready
to meet in friendship.
Why not ?.
Because you would be
horrified at the sight of us.
Hadyou fallen
on our world,
it might have
been different.
We understand more.
Al I I understand is that you've
taken my friends captive.
And now the girl !
We hold her hostage
as well as the others.
Keep yourpeople away
or we will destroy them.
How do I know that
your whole mission here
isn't to destroy all of us ?.
Our mission was
to another world.
You must believe me.
Only an error
dragged us toward Earth.
Stand out in the sun !
In time, perhaps.
Then I can't believe you !
Let us stay apart, the people
ofyour world and ours.
For if we come together,
there will only be destruction.
I've got to see you
as you really are !
Come out, or I can't
take the responsibility
of protecting you.
Very well, then.
You asked to see this.
So you shall.
Where's Ellen ?.
She's safe.
Where ?.
What did they
do to you ?.
Nothing.
Men don't look the way
you look from nothing.
I saw them, Matt. I saw
them as they really are.
Horrible !
And you left
Ellen with them ?.
She's safe as long as
we don't interfere.
Well, maybe that's the way
you want it, but not me !
I want Ellen and the rest
of them out of there now !
You think I would've
walked off and left her
if I didn't have to ?.
They're leaving tonight !
They crashed here by mistake.
Now they're fixing
their ship to get out !
They can't get out !
They're buried
under tons of earth !
Now take me to Ellen !
I tell you, she's safe
as long as you don't interfere !
Then why don't they
come out in the open ?.
Because they don't trust us.
Because what we don't understand
we want to destroy.
I kill only
what tries to kill me.
That spider.
Why areyou afraid ofit ?
Because it has eight legs ?
Because its mouth moves
from side to side
instead of up and down ?.
If it came toward you,
what would you do ?.
This.
Exactly, as you'd destroy
anything you didn't understand.
Don't you see, Matt ?.
That's why they've been hiding
behind other men's faces
until they can clear out !
You're wastin' time ! Are you
gonna tell me where they are ?.
Or do I form a posse...
and run the desert until we find
them ?.
Once before you
wouldn't believe me.
When are you gonna
stop being a badge and
become a human being ?.
That's my job !
A thing is wrong,
you set it right !
Matt, listen to me !
They weren't fooling !
They need a few more hours !
Ifyou go to them
with men now, they'll--
they'll kill Ellen !
Is that what you want ?.
All right. We'll wait.
But the responsibility is yours.
Now, where are they ?.
They're in the old
Excelsior Mine shaft.
Now, come on, come on,
let's get back to town.
I want everyone
out of the area.
No exceptions.
And Reed, make it
sound like there's
nothing to it.
I think you're
making a mistake.
This fellow, Putnam,
he's done nothing but
talkyou out of things
and get his own way.
He runs you ragged.
Now he's got you sittin' by,
just waitin'.
So far, we don't know
any more than we knew
at the beginning.
And Ellen's still
missing ! If I was you,
I'd get them rifles...
into the hands of some
men and clean it up,
whatever it is.
I gave you an order !
Now get goin' !
Okay, Sheriff.
But I wouldn't want
the responsibility.
Well, I'm
playin' it your way
right down the line.
Even clearin' everyone
away from the crater.
That's the way you
wanted it, right ?.
It's got to be right.
What're you doin' here ?.
I thought you were gonna
sweat it out at home !
They paid me a visit, Matt.
They took some of my clothes.
Why do you suppose
they'd do that ?.
I don't know.
Couldn't be that
they've been lyin'
to you, could it ?.
That old mine they've been
hidin' in. There were
three men workin' it.
They ever tell you
what happened to them ?.
What do they want
with so many of us ?.
What are they planning ?.
Are they telling
the truth or what ?.
You keep
throwing these questions at me !
All I can do is guess.
Now your clothes too !
Could be any one of them !
Stop workin' yourself up, Matt.
It's hot enough without raisin'
your blood pressure.
Yeah.
Did you know, Putnam, that
more murders are committed...
at 92 degrees Fahrenheit
than any other temperature ?.
I read an article once.
Lower temperatures,
people are easygoin'.
Over 92, it's too hot to move.
But just 92 ! People get irritable !
That clock !
Don't do anything !
Look at him, walkin' around
like he belongs here !
The sooner they finish,
the sooner they'll clear out.
How do you know ?.
How do we know whether
they're really walkin'
around in our clothes ?.
We've come this far,
we've got to see it through !
What do you mean ?. They
could be all around us
and I wouldn't know it !
Hey, you !
Wait right there !
Matt !
Stay where you are.
Sorry, Matt.
It was the only way
I could stop you.
Charlie, come here !
You guys in the park
over there !
Joe, you in the truck !
I need help, all
the help I can get !
Look ! Some guy's
takin' off in your car !
We'll get to him later.
Come on !
All right, Bill, pass out
those rifles, will you ?.
You head for the point and we'll
see ifwe can cut off the truck
by takin' the East route.
Right. Mike, Harry !
Come with me !
Okay.
We'll cut out
into the desert here and
set up the barricade here !
All right, men !
Follow me !
All right, men !
Spread out across the road !
Throw some flares out
in the front and put
some in the back there !
Hey, Chuck !
That's it. Put another
one over there !
Now checkyour guns
and checkyour ammunition now !
He'll be comin' any minute !
Here he comes.
Here he comes now !
Hold your fire !
Get ready !
All right,
let 'im have it !
Who's there ?.
Ellen ?.
Ellen !
No,you're not Ellen.
You're dressed in her clothes,
but you're not Ellen.
They're on their way here.
You brought them !
Listen to me.
I came here to warn you.
I tried to stop them !
You don't know how I tried !
You've got to get out !
Just a few more hours.
Listen to me--
You wanted me
to fall into that. Why ?.
You can no longer be trusted.
Whoever you are,
whatever you are,
listen to me !
I'm sorry. We did not
want to use violence.
Now there's no other way.
Could you kill me too ?.
So this is the end,
the grand total
of all our dreams.
I came here to help you,
not to kill.
Stay whereyou are !
Yes, look at its power !
Powerto drive a ship
through space.
Power to tear
your earth apart !
You know how long
we've worked on this ?.
A thousand years
of reaching for the stars !
Now at last
we've conquered space !
Ah, the dreams we had
of knowing other worlds !
Listen to me !
There's still a way !
Is there ?.
With a mob after us ?.
All we needed was time !
Let the others go,
I'll try and hold off the mob !
And ifyou fail ?. No !
We'd rather have it end here
than fall into their hands.
Wait ! You speak of how
wonderful it was going to be
to know other worlds.
A thousand years ofwork
and you're willing to
see it all end here...
abruptly on this,
this strange planet ?.
Is that the way you want
it, when there might
still be a chance ?.
Then go and stop them !
Free the girl first.
Show the mob
you mean them no harm.
How can I trust you ?.
You can always reach out
and destroy us with that.
Send them out !
Johnny !
Come on ! Quick !
Come on !
There's the entrance !
Clear away, everybody !
Clear away !
Keep running, Ellen !
Hey ! Hey ! Any way
to close off this entrance ?.
There's some dynamite
back there.
Get it ! Quick ! Get it !
Hurry up ! We've
got to keep that posse
away from them !
Were they in there ?.
Yeah.
I guess that
takes care of them.
Yeah, that
takes care of them.
What's that ?.
Wait. Listen !
Well, they've gone.
For good, John ?.
No, just for now.
It wasn't the right time
for us to meet.
But there'll be other nights,
other stars for us to watch.
They'll be back.
.