Original subtitles

- Oh, Dr. Hill. - Dr. Bassett.

Where's the patient?

- I hated to drag you out of bed at this time of night.

- Will you let me go while there's still time?

- You'll soon see why I did.

Doc,

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.

- Listen, doctor, now you must listen to me.

You must understand me.

I'm a doctor, too. Lam not insane.

I am not insane. - Alright, alright.

Now suppose we just sit down over here Dr. Bennell

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 I'd been attending.

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?

- They're fine but it seems that

everybody else in Santa Mira needs a doctor.

You've got an office full of patients.

- Oh, no, on my first day back?

- Well, some of them been waiting for two weeks.

- Why didn't you send them to Percy

or Carmichael like I told you to?

- Most of them wouldn't go.

They wanna see you.

- Oh.

What's the matter with them?

- They wouldn't say.

You know usually people can't talk

enough about what's ailing them.

For instance Wally Eberhard was in twice

and called three times about something,

but he wouldn't tell me what it was.

- That's funny.

- Neither would anyone else 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.

- Jimmy, come back here.

Jimmy.

- What's the matter, Mrs. Grimaldi?

- It's nothing he just don't wanna 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 go see Doc Percy but she wouldn't.

She said only you could help her.

- Well, 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, Miles.

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 a moment?

- Well, 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...

Well, I guess you'd call it a delusion.

You know her uncle, Uncle Ira?

- Sure I'm his doctor.

- Well, Miles she's got herself thinking he isn't her uncle.

- How do you mean that they're not really related?

- No, she thinks he's an impostor or something

someone who only looks like Ira.

- Have you seen him?

- I just came from there.

- Well, 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?

- Well, Sally says that 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.

Well, I guess that makes us lodge brothers now.

- Yes.

- Except that I'm paying dues while you collect them.

- Miles.

- Hello, Jordan. - How are you?

Sam.

- Hello, doc. - 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.

- Say, 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.

- Well, here's where I leave you.

- You know something

this is where you left me the last time.

Hiya, Johnny.

Sally, I'm off.

Will you tell the answering service I'll be at home?

- Good night, doc. - Goodnight.

- I'm not going in there.

- You're gonna listen to me stop all this nonsense

and be a good boy come on.

- Hey, hey, hey, hey take it easy.

Isn't this Jimmy Grimaldi?

- Yes, doctor, can I talk to you a moment?

- Sure you know I almost ran you down this morning.

You've gotta be careful when you run out in the road.

- Come on now.

- Hey, hey, hey, hey slow down now.

Look 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 gonna get you, Jimmy.

- How long has this been going on?

- An hour ago I found him

hiding in the cellar having hysterics.

He wouldn't tell me 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? - Of course.

- 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 gonna get you, Jimmy.

- 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 gonna stay at your grandmother's house.

Will you call his mother and tell her that...

- She's not my mother. - Alright, alright,

alright run along, run along.

Everything's gonna be alright.

You be a good boy now go on, alright.

- Good bye, doctor. - Good night.

Sally, 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, call her and tell her what happened

and that I suggested it might be a good idea

if 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, alright.

- 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.

Can't 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 gonna find a way to help you.

Now 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.

- Well, maybe next time.

Wilma, where are my glasses?

- I think I saw them on the mantelpiece.

I'll go with you.

- Miles, 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.

- Alright.

But it's a waste of time.

There's nothing wrong with me.

We better break this up or he'll start wondering.

- Wondering what? - If I don't suspect.

You've been a big help.

I don't want you to worry about him me

or you either I'll be alright.

- 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 alright.

A boy who said his mother wasn't his mother.

A woman who said her uncle wasn't her uncle.

But I didn't listen.

Obviously, the boy's mother was his mother.

I'd 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 that 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,

and I know a bank 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.

- How do you do. - Watch out what you say.

Ed, you remember Becky.

- I should I brought her into the world.

- You did us all a favor.

- Hello, Dr. Percy. - This saves me a phone call.

I've got a mixed up kid and a woman who need a witch doctor.

- The 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 spread all over town.

- What causes it?

- Worry about what's going on in the world probably.

- Make room for Wilma Lentz tomorrow will you Danny?

Send her in around 2:00.

Good night. - So long, Danny.

Well, 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 that you weren't you.

- I'm not the high-school kid you used to romance,

so 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.

- Evening, doctor.

- What happened to the crowd tonight?

- I don't know it's been this way

for two or three weeks now.

- Well, at least we don't have to wait for a table.

- Take your pick in here or here.

- Here, I think.

Shall we? - Mm-hmm.

- Where's the band?

- Well, business started falling off,

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 d“!-

- 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, doctor.

He says it's urgent.

- Thank you.

Better hold those drinks.

Emergency.

Well, at least they called before we ordered dinner.

How hungry are you? - I can wait.

- It may be a while. - I can go with you.

- Sorry, we'll be back later.

There's Jack.

Hello, Jack, what's the matter?

Teddy sick? - No.

- Miles, thank heaven I thought you'd never get here.

- Well, if you're not sick who is?

- Nobody.

- Well, then why'd you drag me away from my dinner?

- Well, you won't believe it, Miles,

until you see it for yourself.

Hello, Becky, good to see you again.

Hi, Becky. Hi Teddy.

Would you be able to forget

that you're a doctor a while?

- Why? - I don't want you

to call the police right away.

- Quit acting like a writer what's going on?

- Maybe you can tell me you're the doctor.

Miles, put the light on over the pool table.

Go on pull it down.

Well, what do you make of it?

- Who is he?

- I have no idea.

- Its face, Miles, it's vague.

- It's like the first impression that's stamped on a coin.

It isn't finished. - You're right.

It has 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 should be one in the desk, why?

- I wanna take the corpse's fingerprints.

- Of course it's a dead man what else could it be?

- 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,

just 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.

- I think 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, honey, have you?

- How tall would you say that thing is?

- Oh, 5'10", thereabout.

- How much does it weigh?

- I don't know it's pretty thin.

Maybe 140 pounds.

- Jack's 5'10" and weighs 140 pounds.

- Teddy, will you stop talking nonsense?

- I'm sorry, darling.

- Come on let's have that hand.

- But it isn't nonsense.

Becky, you don't think it's nonsense, do you?

- Well, 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, don't you think we should 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 going on 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.

Now this isn't you yet

but there is a structural likeness.

It's fantastic but there must be some reason

why this thing is in your house.

Would you be willing to sit up with your strange friend

and see what his 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.

- Now nothing's going to happen.

- Good night, honey.

- Well, if it does it'll make a charming,

bloodcurdling mystery story.

- I was careful not to let Becky know

but for the first time 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.

- In that case I'd better stay and tuck you in.

- That way lies madness.

- What's wrong with madness?

- Madness.

Now good night.

- Well, it's about time you two got home.

- Dad, what are you doing in the basement

this time of night? - Working in my shop.

How about 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.

- 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 at our place is me

right down to the cut on my hand.

Sit down, baby.

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 and I've got to see you right away.

Will you get over here as fast as you can?

It's important.

- Oh, okay.

- He's on his way.

I'll make some coffee and be right with you.

- Good deal, Miles, thanks.

Miles, what about Becky.

Do you think she's all right?

- Dad, what are you doing in the basement

this time of night? - 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.

- Alright.

- Now, 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 was not an ordinary body and there wasn't a mark on it.

- I checked it too when I put it on the table.

There wasn't a scratch.

- You can kill a man by shoving an ice pick

into the base of his brain

and leave a puncture so small the naked eye can't see it.

- Danny, you're ignoring the fact

that this was not a normal body.

You heard what Teddy said about the hand.

- I heard lots of things Teddy said

and none of them made sense.

- Alright now hold onto it, pal, I was here too.

So was Miles.

Now 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 will you.

Let's face it we have a mystery on our hands.

- Sure you have 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

and I don't think you ought to make anymore of it.

- I wouldn't if I hadn't looked in Becky's cellar.

How do you explain away the body I saw there?

- I don't think you saw one there.

- You don't think I saw one here either?

- I know you did because 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.

- Yeah, a mighty uncomfortable.

- Alright let's go on to Becky's and have a look.

Alright where's your girlfriend's double?

- Okay, skeptic lift the lid.

- There's a body here, alright.

- 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 convince 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.

- Look come off it will you, Dan.

- I know, Miles, this all hard to believe,

but these things happen even to witch doctors like me.

- I saw her here she was real.

- You saw her alright in every tiny detail

as vividly as anyone has ever seen anything

but only in your mind.

- Look, Danny, you can talk all night,

but you're not gonna convince me.

- What in heaven's name are you doing in my cellar?

- Using it for an office, Mr. Driscoll.

These gentlemen are patients

badly in need of psychiatric treatment.

Stop talking nonsense.

- I'm not they've been having nightmares.

- Well, if you're drunk you'd better sober up quick.

The police are on their way here.

- No, we're not drunk. - Nothing that simple as that.

Pull up a chair.

- Why, you're crazy all of you.

- Hey, 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.

- Yeah, well, 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.

- But if you had seen it you'd understand why we waited.

- Thin man, 5'10", fingerprints burned off with acid

I Just seen it on the slab in the morgue.

It turned up in a burning haystack

on Mike Gessner's south pasture two hours ago.

Now break it up.

Go on home.

- Well, 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.

. Okay'

You know dragging you out of bed

in the middle of the night was a lot of 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.

- Well, I won't be bothering you anymore.

Putting the meter outside on the patio.

. Okay'

- The eggs will be hard-boiled.

- Did you do this for your husband?

- Mm-hmm.

Didn't your wife do this for you?

- Oh, 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.

Well, 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 know each other 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.

- Oh, she's wide-awake.

Got a good sleep. - Good.

- But I don't feel that she should

go home right away, Miles.

Would you mind taking in a couple boarders for a while?

Or do you have something else in mind?

- Well, 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 alright.

You don't know how relieved I am.

- Yes, I do.

Listen will you call Becky and tell her about it.

She was worried about you. - Alright.

- She's at my house.

- At your house why?

- Well, it's a long story but she'll tell you about it.

- Becky's still at his house.

- Alright.

- Good morning. - 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 wanna pour it on the charcoal.

I can't get this stuff to burn.

- A martini isn't dry enough.

I'll get you something to start it.

For drinking purposes.

You're looking shipshape. - Thank you, sir.

- Here we are.

Jack.

Jack.

- They're like huge seedpods.

- This must be the way that body in my closet was formed.

Miles, where do they come from?

- I don't know.

If they are seeds or seedpods

they must grow someplace on a plant probably.

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.

- I'm 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 have to be destroyed all of them.

- They will be every one of them.

Listen we're gonna have to search every building

every house in town.

Men, women, and children are gonna have to be examined.

We've got some phoning to do.

- Well, I'm gonna stay right here where I can watch them.

- I'm gonna 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.

- Well, what are you gonna do?

- Get help.

I hope whatever's taking place is confined to Santa Mira.

- Operator.

- Hello, this is Dr. Bennell.

This is an emergency I wanna talk to the

Federal Bureau of Investigation in Los Angeles.

- Can you make them believe you?

- I've got to.

- Where did they come from?

- So much has been discovered these past few years.

That 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, 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 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.

- On your call to Los Angeles, doctor

they don't answer. - Well, try again.

That office is open day and night.

If they've taken over the telephone office we're dead.

- ls that me?

- This is an emergency, emergency.

Now look there's been...

Operator, get me a better connection.

- I'll try, doctor.

It's no use all the Los Angeles circuits are dead.

- Alright try Sacramento.

Give me the state capital I wanna talk to the governor.

- The Sacramento circuits are busy, doctor.

I'll call you back.

- Alright.

Alright I'll wait for your call.

I'll take the phone outside.

Jack, they've got the phone.

Now you and the girls get in your car and make a run for it.

First town you get to yell for help.

- What about you? - In a little while

that phone is gonna ring soon.

If there's nobody here to answer it,

they'll know we've gone and blocked the roads out of town.

I'll stall them till you're out of reach.

- Well, then what are you gonna do?

- 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...

- Look 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. - Ls 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.

- Alright, hold on.

Miles, the circuits are still busy.

- Well, 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?

- Listen would you get me a couple gallons fast?

I'm in a hurry. - 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.

- Well, 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 now there was anyone I could trust,

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 over 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 1955

black and white Ford sedan

license number 2-X-3-7-7-9-6.

- We'll try to make it to my office.

Cut into that alley on the right.

- Do you think he'll come back?

- I don't think they'll check again before morning.

By then Jack should be here with help.

- What if Jack doesn't get through?

- He's gotta get through.

Here now 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, Miles.

- 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?

7:45.

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 11:00.

Farmers.

Grimaldi, Pixley, Gessner.

- Crescent City.

If you have Crescent City families,

step over to truck one.

Crescent City the first truck.

1.

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 the third truck.

- 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.

- But 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.

Jack, 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.

- Now 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.

- We'll 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.

Now 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 have 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 just 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 possibly get three of them.

- You're forgetting something, darling me.

It isn't three against one.

It's three against two give me a knife.

- No.

Here.

Go over by the desk.

- What's going on in there?

- Miles. - The door is locked.

- Miles, unlock the door. - Come on, Miles.

Miles, open the door. - Open the door, Miles.

- Open the door.

- Our only hope is to make it to the highway.

Well, 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 I'd get the call.

- He phoned but the line was busy.

He's calling again now.

- 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, Miles, I can't.

I can't go on.

- Yes, you can.

- Here's her sweater they must be in the tunnel.

Some of you go that way.

- Give up.

You can't get away from us.

We're not gonna 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.

I»

- 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.

Sol ran, I ran.

Iran as little Jimmy Grimaldi 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. - Go.

Come on we gotta go. - No, wait let him go.

They'll never believe him.

- Help. Help.

Help, wait.

Help, help, help wait.

Wait, wait stop.

Stop and listen to me.

Listen to me.

Listen, listen, listen.

More people are coming after me they're not human.

Listen to me we're in danger. - Get out of the street.

- Danger. - Go on get out of here.

- You're in danger please.

- Get out of here go on get out of here.

- Get out of the road. - All of us.

All of us they want all of us.

Now listen, listen, listen to me.

There isn't a human being left in Santa Mira.

Stop pull over. Please, hey, stop.

Pull over to the side of the road I need your help.

Something terrible has happened.

- Go on 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 and 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, doctor?

- Certainly.

- How badly is he hurt?

- Both legs and left arm broken all to bits.

We had to dig him out from under the most

peculiar things I ever saw.

- What things?

- Well, 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.