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You unlock this door with the key of imagination.
Beyond it is another dimension-
a dimension of sound,
a dimension of sight,
a dimension of mind.
You're moving into a land of both shadow and substance,
of things and ideas.
You've just crossed over into the twilight zone.
You know who they are?
No, i don't know.
Strange type for this neighborhood.
And you stay away from them, young lady.
Is that it, boys?
Yeah, man, that's it.
Ain't you got any furniture, any chairs or rugs or anything?
Man, i said that's it.
Okay, mac, okay.
We got work to do.
Three strangers arrive in a small town.
Three men in black leather jackets
in an empty rented house.
We'll call them steve and scott and fred,
but their names are not important.
Their missionis...
as three men on motorcycles lead us
into the twilight zone.
What's wrong with the tv?
It's not just the tv.
All the lights in the house are flickering.
Did you leave something on in the kitchen?
Dishwasher, anything like that?
No, dishes are all stacked.
Tv's still off.
It might be the aerial wire, stu,
it slipped loose or something once before.
I doubt if that would affect all the lights in the house
but it's easy enough to check.
It seems all right.
Martha, come here a moment.
Look.
That wasn't there this morning, was it?
No. The andersons took their antenna
with them when they moved.
Just our luck.
What?
Ham radio operators.
You know what they do
to radio and television reception.
Daddy?
Yeah, ellen?
I don't know what's the matter,
but i was listening to my radio while i was studying
and all of a sudden, it began picking up these weird voices.
Ham radio operators.
Is there anything we can do about it?
We can make sure they've got a license to operate.
Well, do you think you should, stu?
Those men seem so, kind of threatening, somehow.
Hello?
Anybody home?
Good evening.
I'm stu tillman.
Live over next door.
Been having a little trouble over there
with my electricity- it fades on and off.
Now you boys don't happen to be ham radio operators, do you?
What's so funny?
Big daddy want to know what's so funny.
Who are you boys any way?
We are monsters, daddy-o.
We came from outer space.
Take us to your leader.
Now just a minute...
cool it, daddy-o,
or i'll disintegrate you with my ray gun.
Now you...
look at this cat dance. No, wait, wait.
Wait, wait, wait.
Wait. Wait a minute!
Wait a minute!
I'm going to get the police on you fellas.
And i'm going to call my lawyer.
You're going to be sorry that you did this...
forget it.
Stu?
Stu, what is it?
What's happened to you?
Stu, those men, what have they done to you?
Nothing.
They didn't do anything.
Well, you were... you were going to ask them
about the television interference.
Oh, it wasn't them, they're nice boys.
They're three very nice boys.
Oh, hey, wait for me.
Darn you.
Trouble?
Did you see that bus?
It pulled right away.
It's like a game with them.
They like to make people suffer.
Why do they do that?
Beats me.
Thank your lucky stars
you don't have to depend on buses to get around.
Stars are lucky?
You know that old expression.
I understand about the constellations-
the nature of the galactic structure, but...
i mean, i dig stars, but they're lucky?
That's a gas.
Yeah, so are you.
One minute you sound like a professor
and the next minute, you're talking like a beatnik.
You need a ride?
You're not going by the library, are you?
I could.
With me on the backseat?
Why not?
You ready?
Yes.
I told her to stay away from those boys.
She missed her bus and he offered a ride.
I'm sure that's all it is.
I would have driven her.
But you're not a handsome, young man
on a motorcycle, dear.
I don't see any library.
Well, it's on the other side of park,
but you got me here so quickly,
i thought i'd walk.
Would you like to walk?
Sure.
Pretty, isn't it?
Mm-hmm.
You know, this is kind of a special place with me.
I come here some times
and i just try to figure things out.
Like what?
Well, for one thing,
did you know that you have lived next door to me
for a week and you've never said hello?
Hello.
My name is ellen.
My name is scott.
Where are you from?
I mean, where did you live before you moved next door?
Long way from here.
Where?
Oh, i doubt you ever even heard of it.
Could be- geography is one of my worst subjects.
Have you finished school?
Yes. Ten years ago.
Ten years ag... oh, you're not that old.
I'm older than you'd think.
My people just don't show their age.
Well, my family's the same way.
You know, my grandmother lived to be 90
and you would've taken her for 60
until the day she died.
What's the matter?
I've never seen anything so beautiful.
Thank you.
Well, i guess i'd better be going
before the library closes.
It's not as late as i thought it was.
Tell me more about yourself.
He'll be here, he got delayed.
I'm not interested in excuses.
Be at ease.
Where is your brother?
We no longer trust our brother.
What has he done?
Formed an attachment here with one of the people.
What kind of attachment?
I'm not sure yet.
He's with a young girl, in spite of our orders.
Proceed without him.
We've been in touch with all units.
The second wave has landed successfully
and is concealed as planned.
With the landing of the third wave
we will be in key positions throughout the country.
Excellent.
The people- are they suspicious?
Not a bit.
They're a stupid race, as our research told us.
An inferior breed given to killing, hatred,
making war, greed and cruelty to one another.
The universe can well do without them.
You will receive your instructions for the final move
in a few days.
Once again, your brother has failed to report.
He has ignored our orders.
He has spent the past five days
in the company of the girl.
We have seen it.
Now there is no other choice.
Proceed without him.
His fate is his own making.
Where are you from, scott?
Does it really matter?
No, i don't suppose so.
It's just that you're so different
from anybody else i've ever known.
Is that bad?
No, not really.
You like me, don't you?
Well, you know that, scott.
Very much?
Yes, very much.
Do you know the word...
"love"?
Well, of course, silly.
What an odd question.
What's odd about it?
Don't you read your newspapers, your magazines?
Listen to your television programs? Your radio?
We have.
We? Scott, who is we?
Well, that doesn't matter.
Your planet is filled with hate, ellen.
Hate, violence, mistrust.
I don't see how anyone as nice as you
has survived this long.
I'm certainly no different from anybody else.
I haven't seen a single report on anyone like you.
Report?
Scott, you talk in riddles.
Sometimes you make me feel like an insect under a microscope.
Please, i'd like to go home.
I'm very sorry
but i feel as though you have been lying to me.
I don't know why or what it is you're trying to hide,
but i know you're not what you seem.
What if i'm not?
Do you think you're in any position to judge me?
Any of you?
Please, i would like to go home.
I'm sorry, ellen.
It's my fault.
I expected too much.
I've done no harm.
I'm telling you the truth.
What have you been doing the last few days?
Yesterday when i sent you to the ship for food?
Last night, when you were supposed to be on guard?
You think i don't know?
I've been watching you every minute.
I told them before we came you were too young.
Loose your head,
you'd run into situations you couldn't handle.
I told you, i've done no harm.
Didn't tell her a thing?
No.
You're not getting a chance to.
We're too close to finishing this mission.
From here to the end,
you're just along for the ride.
Report.
Bacteria unit 59, reporting in.
The test has been an unqualified success.
Good.
Units 70 through 100 have reported the same results.
What is your time estimate?
30 minutes to the reservoir.
Approximately 24 hours
for the bacteria to contaminate the water.
How soon before you see results?
Within 30 hours, we shall witness 50% fatalities.
I'd estimate a total of approximately 48 hours
before complete extermination.
Have you coordinated with other units in your area?
We have. There are 29 bacteria units
covering water supplies in this state.
We should easily reach
complete population saturation within two days.
Very well.
Begin operation invasion phase two
at once.
Scott!
It doesn't matter anymore.
Scott...
come down, i've got to see you.
It's so late.
It's important.
All right.
Scott?
You're making a mistake, scott.
These people aren't worth it.
Scott?
Ellen, you've got to get away from here.
What do you mean?
Get away, you're in danger.
I don't understand.
Something terrible will happen, many people will die.
I'll take you someplace where you'll be safe.
You're frightening me.
What's going to happen?
I can't tell you that.
It wouldn't matter if i did.
We have to leave right now.
Are you frightening me into running away with you?
Listen to me!
In 24 hours, every man, woman, child, cat, dog,
everything alive is going to be dead.
Oh, scott, don't, please.
Not just in this town.
All over your country, all over your world.
My world?
Scott, it's your world, too.
No, it isn't.
What do you...
scott, who are you?
We came from out there, ellen,
from beyond those stars.
There are thousands of us on this planet now.
We need space, we've come to set up colonies.
Scott, you can't be serious.
We have had bacteria units
in every country on this planet for months.
Each unit has enough germs to poison the drinking supply
of the entire world population.
I will walk with you to your friends' house.
You had better let them call you a doctor.
No, you've got to listen to me.
Scott, please, i love you, but you're not well.
Ellen!
All right, ellen, what's this all about?
Oh, daddy, i don't know what to do.
Begin by telling me what you were doing outside.
Scott said he had to see me...
i think he's lost his mind, he's never been like this before.
He was almost raving.
What did he say?
Crazy things.
He's a space man, they're taking over the earth
and we're all going to die.
We better get him some help.
Deputy sheriff harper.
No, sheriff holly's on vacation.
This is his deputy.
Well, this is stuart tillman.
I live at 11575 amanda drive.
There's a young man next door to me
i think might be a little mentally disturbed.
I feel he ought to be picked up
before he can do harm to himself or somebody else.
What makes you think he's mentally disturbed?
He's been scaring my daughter with man from mars stories.
He claims he's part of an invasion force
that's going to take over the world or some such silly thing.
All right, mr. Tillman, i know exactly what to do.
Thank you for calling.
Yes?
Please listen to me.
You may speak.
What we're doing is wrong.
We should save these creatures, not exterminate them.
It's true they murder and hurt one another
and they're subject to unreasonable hate and prejudice.
But these are only the brutes, and you find them in any race.
Most of these people have the capacity for love.
I know it.
Our research disproves that.
They are a world of angry, frightened people.
No, i tell you, they learn love from their god
and teach it to their children.
There's more of love here than hate.
There's no need to kill them.
It is too late.
Not if you order them to stop.
For you... a defector?
A traitor to your own people?
No, i'm not.
A traitor.
Mr. Tillman?
Yes.
Deputy sheriff harper.
Oh, won't you come in?
Martha, ellen!
This is my daughter, ellen, and mrs. Tillman.
How do you do?
Hello.
Go ahead, tell him, ellen.
I don't know...
your father said the boy was mentally disturbed.
How did you decide that?
Well...
ellen! Ellen!
Ellen, there's no more time.
Come in, son.
Tell us all about it.
Don't listen to him.
He's one of us, he's with the advance units.
Advance units?
What kind of advance units, son?
They told me you were ill, son
so i took the necessary precautions.
No...
no!
Don't fight them, son.
It'll only make it more difficult for all of us.
Don't worry, folks.
We'll take good care of him.
Someday i'm sure he'll thank you.
Portrait of an american family
on the eve of invasion from outer space.
We know it's merely fiction.
And yet, think twice when you drink your next glass of water.
Find out if it's from your local reservoir
or possibly it came direct to you...
from the twilight zone.
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