Original subtitles

There's some more flowers, kids. Go pick them.

Oh, that's a pretty one.

- I don't have one. - Well, go look for one.

Over there.

That's beautiful. Let me look at that.

Let me look at that.

Take some home to your parents. Don't they smell nice?

Too much trouble to pick the mail up off the floor, Geoffrey?

Hello?

Look at this flower.

All right!

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 different species cross-pollinate...

and produce a third completely unique one.

And listen to this.

"Epilobic. From the Greek 'epi, upon'...

and 'lobus, a pod'.

Many of the species are dangerous weeds and should be avoided."

- Dangerous? - In the garden.

See? Look how quickly it roots.

"Their characteristic rapid and widespread growth pattern...

was even observed in many of the large war-torn cities of Europe.

Indeed, some of these plants may thrive on devastated ground."

Why don't we go to Vail for the weekend? Fly up Friday?

Okay, 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.

Okay, I'll put the earphones on. There. You happy?

Never mind. I'll go downstairs.

- Who is it? - Department of Health.

Bonsoir, Monsieur Bennell. How nice to see you.

What's that supposed to be?

It is cervelles en matelote.

In English, what would I be eating if I ate that?

- Calf's brains in red wine. - Red wine and what else?

Mais, c'est impossible. It's impossible.

It's a secret, Mr. Bennell.

We don't have any secrets from the Department of Health.

A good, young burgundy, a brown stock...

thyme, parsley, just a sprig, capers...

a fresh bay leaf and garlic.

- That's all? - Oui. Yes.

- What is that? - A caper.

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?

- Yeah. - Did I wake you?

- No. Hi, Matthew. - They busted the window of my car.

- Oh, no! - They threw a bottle of wine at it.

Not even a good wine.

The Warriors won. I guess your household's pretty happy.

Yes.

- What are you doing? - Nothing.

If you go to sleep now, you could get up early in the morning.

- Oh, Matthew. - If you can come in at 7:30...

you can run a test and get the stuff started before 8:00.

Stop, Matthew. I'm not coming in before 8:00 in the morning.

I gotta force the abatement hearing.

- Wednesday's the only slot free. - No, Matthew. Stop.

I will not be there before 8:00!

Did you know that I nominated you for "Civil Servant of the Year" award?

- It's true. I think you'll win. - Okay.

I'll be in at 7:30. I'll run a salmonella test for you.

Thank you. I'll 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?

I want to throw the book at the son-of-a-bitch.

Those scallops are cut up pieces of skate.

I'm sorry. I can start the test right away.

It's okay, Boccardo's doing it. Something's wrong with the potato.

Either the sour cream is phony, or the chives, or the butter.

I'm sorry, Matthew. I got up on time. It was Geoffrey.

What did the bad dentist get up to 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. Something's different.

It could 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.

Let me show you something that'll really 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? - It's a rat turd.

- But the sauce was delicious. - I've got you a rat.

- Did you find one? - I've got it.

It's a biggie.

We'll get a declaration of unsanitary on them.

- I'll talk to you later, okay? - Okay.

- 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 don't even know.

I understand today's plan. Yes.

Something's come up, Elizabeth. I have to go back out.

Now? Weren't we going to the game?

I gave the tickets to a patient.

You're not gonna see tonight's game?

No choice.

Geoffrey, what's the matter? Something's wrong.

I'm fine. I just have to go to a meeting.

A meeting? What kind?

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.

- What's the matter with you? - Nothing.

Come in.

Hi.

How are you doing?

You think it's 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.

I know.

On the outside, he's still Geoffrey. But on the inside...

I can tell there's something different.

- Something is missing. - What?

Emotion. Feelings.

He's just not the same person.

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. - Here, taste this anyway.

Eat, eat, eat.

We can eat outside. It's a beautiful night.

Take that meat there, will you? Chop it up.

Hand me some of the ginger, that stuff that's chopped up there.

And you want to 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.

Do you want to see my friend, David Kibner?

- The psychiatrist? - It's not like that.

You talk to him, he'll put things into perspective.

- I'm not crazy. - No, I'm serious.

He would eliminate a lot of things.

He would eliminate whether Geoffrey was having an affair...

whether he's become gay, had a social disease, became a Republican.

All the things that could have made you feel he changed, something he did.

You know what I mean? You want to go see him?

You think I'm nuts.

I don't think you're crazy. Can you still do that 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.

You want some more wine?

- Good morning. - Hello.

One, two... Mrs. Tong, this one's got a coffee stain on it.

- That not coffee. - That is coffee.

I put it there myself.

Maybe not come out.

You doctor, right?

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, uh...

No, different.

That not my wife!

How are you doing, Harry? Hey, Pooch.

Where have you been? I've been looking all over for you.

What's the matter with you? Are you all right?

Talk to me, Elizabeth.

I keep seeing these people...

all recognizing each other.

Something's 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 of strange people.

Things were being passed between them.

And none of them were people you knew?

- I didn't know any of them. - Maybe they were patients.

Oh, no, Matthew. I know they weren't.

I followed him all day, from one end of town to the other.

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?

Okay. 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...

a very intelligent man, which is what he is.

It's a book party. He's a celebrity. He's very famous.

You'll really like him if you forget he's a psychiatrist.

I don't know.

I've lived in this city all my life.

But somehow, today I felt everything had changed. People were different.

Not just 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 I?

They're trapped in the Sahara Desert.

They've been surrounded by Rommel for 40 days, and they're out of food.

The captain comes and makes an announcement to the men.

He says, "Men, I have some good news and some bad news for you."

- And one of the men says... - You have told me this one.

Can I tell it to you again?

- Look out! - Oh, my God! Lock the door!

- They're coming! - Maybe we should help him.

Help! They're coming!

- Listen to me! - He's smashed out of his skull.

You're next! Please! We're in danger!

Please, listen to me! Something terrible!

You're next! Here they are! They're already here!

They're coming!

He must have done something.

The policeman will help.

Oh, my God!

That poor man. What was he talking about?

I'll phone a witness report in when I get to the bookstore.

Matthew, thank God you're here.

These people are driving me nuts. Are we having dinner later?

No, I can't. Where's a telephone?

- Around the corner. - Elizabeth Driscoll, Jack Bellicec.

This is the Elizabeth?

Kibner's book is awful.

His ideas are pure garbage.

How can you say that about a man like Kibner?

I'm not saying it about a man like Kibner. I'm saying it about Kibner.

He dashes one of these things off every six months.

Takes me six months to write one line sometimes.

- Why? - I pick each word individually.

- What's so hard about that? - I wasn't talking to you, was I?

On the corner of Leavenworth and Turk.

Is that him?

Yes.

"What's so hard about that?"

You must have a report on it because there was a motorcycle officer there.

And there was an ambulance on the way.

- They don't understand me. - Ignore them.

- You don't have to prove yourself. - That's easy for you to say.

Of course I saw it. The man was running down the street.

He was being chased by people. He landed on my car.

He went off my car and was hit by the other.

Just a second. I'm talking to the police.

- He was lying bleeding on the road. - What seems to be the trouble?

- Hello? - Don't give your name to the cops.

- You want to get on their master list? - Leavenworth and Turk. I'll hold.

He isn't my husband. It's someone who looks like him.

He's an imposter!

He's your husband. You know him, and I know him.

I had to wait until today because 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 his hair cut 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 that you...

- Katherine. - Could I just say one thing?

All right. Just a minute. Give me a minute, will you?

Will you trust me? Please?

Trust me, will you?

Officer, I work for the County. This is a public spirited gesture.

I will give you my name if you will give me your name.

- I want to be able to report this. - I'm changing the world to fit people.

- We'll talk about it in a second. - Where is Homer?

Where is Kazantzakis?

- Where's Jack London? - Where's Elizabeth?

- I'm afraid. - I understand. I know.

Let me have your hand.

Isn't Dr. Kibner wonderful?

Come on. That's not so bad, is it?

- Who's this behind you? - Ted.

That's right. Hold on.

Just relax now. You gonna be all right?

- Yeah. - You feel better?

- You want to go home now? - Yes.

- Will you come and see me tomorrow? - Please, tomorrow.

We'll all talk. The three of us.

I think I'd better take her home.

It's gonna be all right.

- All right? - Okay.

There's too many people here.

Thank you. I've never heard anything like it in my life.

They don't want to hear about the accident.

- It's a conspiracy. - What's a conspiracy?

Everything.

Excuse me.

I understand what you're saying. My name is Elizabeth Driscoll.

The Public Health Department. Call me.

Come on, Katherine.

That woman's husband is not her husband!

I saw him today with Geoffrey. He's one of them.

She knows about it, and nobody's helping her.

- That's not true. Somebody's helping. - I'm glad you heard that.

- David Kibner, Elizabeth Driscoll. - Hi.

I've been hearing it all week. It's getting very popular.

- What's getting popular? - I was trying to tell you...

that I also know somebody who's changed.

Can we go outside and talk about it?

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 are stepping in and out of relationships too fast.

They don't want the responsibility.

That's why marriage is going to hell. The whole family unit is shot to hell.

David, you're not listening to her.

Please, stay out of this. You see? That's the point.

I'm listening to you, but he doesn't think I am. Why?

He doesn't expect me to bother enough...

or to care.

Bellicec, for the last time, I want you to stop!

- Stop what? - Stand still, be quiet...

and shut up!

How did you feel about what I just did?

- Why? He's a nut. - How did you feel?

You were probably shocked.

You wanted to shut your feelings off, withdraw...

maybe make believe it wasn't happening so you don't have to deal with it.

I want to deal with that woman in the bookstore.

Why?

Do you identify with her?

Yes.

Okay. Come on.

Suppose I were to tell you that Katherine...

is trying to escape from a relationship...

- He's treating her. - What does that have to do...

with pushing me up against the wall?

- She looks fine to me. - She is upset, Jack.

- You look upset to me now. - Do me a favor, will you?

- I'll do any favor you want. - Go home, and I'll call you later.

Leave us alone for a little bit.

- Okay? - Okay.

Thank you.

You're jumping to a very bizarre conclusion...

that this man you live with has been replaced by somebody else.

Isn't it more likely that 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.

I should talk to her some more.

You could bring her by my office tomorrow around 4:00.

What's the matter with her?

It's like there's some kind of hallucinatory flu going around.

People seem to get over it in a day or two.

All I can do is treat the symptoms.

She's gonna be okay?

A good night's sleep wouldn't hurt.

Is it contagious?

- Take her home to her boyfriend. - That wasn't what I was thinking.

I was wondering whether the Health Department should look at it.

Who knows? I don't know.

I wish I did.

Okay.

Take her home, Matthew.

How was the book party?

Is that Kibner's new book?

You didn't get to read your poetry?

I'm sorry, Jack.

Good evening, Bellicec Baths.

Yes, we recommend the 15-minute soak in Calistoga volcanic ash...

that's followed by an Aqua-Surge whirlpool dip.

Hey, can you help me out of here?

Bellicec, I'm talking to you. Give me a hand.

Help me out of this thing.

Every week we go through this.

- Why can't you be more... - Give me a towel!

You are really going to get hurt one of these days.

- You've got to be more patient. - Give me another towel.

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, just like people.

It's fascinating. This type of music...

stimulates the growth of the plants.

They've done tons of experiments.

Come on, turn the music off.

Relax. You're not going to enjoy this if you don't.

Mr. Gianni, what are you doing here?

This is must reading, Mrs. Bellicec. "Worlds in Collision" by Velikovsky.

Oh, yes. I've read that many times.

Have you read "Starmaker" 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.

By the way, thank you for that plant you gave me last time.

I'll walk you inside.

You don't have to.

That was sweet of him.

Are you all right?

I'll see you tomorrow morning.

Thank you, Matthew. You've really made me feel better.

I'll think about what your friend Kibner said.

- Okay. - Thanks for helping.

- Good night. - See you.

Jack?

Honey, where are you?

I don't want to disturb you if you're thinking.

I could do with some Chinese food. I haven't eaten all day.

Jack, you're going to suffocate.

My nose.

Let me out! Let me out!

My nose! It's bleeding!

Who is it?

It's Matthew.

What's the matter? What happened?

- Back here. - What's happened to your nose?

I called you here as a friend.

Do you report certain things when you run into them...

like a contagious disease or a dead body in a place of business?

- Would you 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? - Keep calm, Nancy.

- Is it contagious? - Any of your customers see this?

- No. - It would ruin us.

- Look, I'm calling the police. - No, don't do that.

Why?

I think Jack is right. It's not immature exactly.

- It'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 it's got no detail or 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 fetus.

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.

- Who are you calling? - Elizabeth.

Why?

Why are you calling Elizabeth?

- Matthew? - Why?

Hello? Elizabeth? Can you hear me? It's Matthew.

Elizabeth, what's the matter?

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.

Here's the number.

- What's the matter? - I'm tired.

Stand up. Now walk around!

Honey, I'm dry. I'm very dry.

I'll get you something to 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! It's eyes!

It opened it's eyes.

See?

Wake up.

I can't find anything in here that looks like a body.

- No body? - What are you talking about?

Did you check the last...

- I looked everywhere. There's no... - Hey!

Did you check the last booth on the left?

- There's no body there. - It's got to be here.

Did it have a pulse? A heartbeat?

- It opened it's eyes. - You actually saw that?

I saw it's 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 playing practical jokes.

I don't have any friends, Doctor Kibner.

Then some enemies.

Look.

Who opened this up?

Wait a second! Who is it?

- Matthew, the body's gone. Vanished. - Somebody took it.

- Did you see it? - There was nothing here to see.

Who are we waking up now, Matthew?

Police? I'd like to report a body.

Take her to my place fast. Don't let anybody in...

until we get back there.

These are the fellas that reported the body.

- You both saw it, right? - No, I was the one who saw it, sir.

Why don't you show me where you saw it.

It's right up here.

Where's Elizabeth?

- Where? - There.

- It's Elizabeth's double. - Where, Matthew?

That's leaves in a pot.

It was there, David. I swear to God it was there.

Officer, there was a body in there. It was a duplicate of Elizabeth.

- And it's been taken away. - Elizabeth is a missing woman.

- No, she's not missing. - Where is she?

She's at Matthew's.

- Don't tell him! - Then there's no missing body.

There is a missing body!

- And he's taken it away! - No, he took Elizabeth.

You took Elizabeth away?

- You broke in here. - I had to. She wasn't safe in here.

- You took Elizabeth out of here. - No, no! I took her from there.

Her other body was in here. That's what I'm trying to explain.

Please, stop that. That's enough!

Lieutenant, my name is Dr. David Kibner.

The psychiatrist. My wife reads your books.

- It's changed her life. - Good, I'm glad.

This sounds terribly complicated, but my friend...

has had some difficult emotional experiences the last couple of days.

I think this is something we can work out amongst ourselves.

- I'll leave this part of it with you. - I appreciate it.

That's enough. You can't accomplish anything here now.

We got to get outside. Now stop it!

You might want to consider filing an unlawful entry against Mr. Bennell.

I believe you, but we... outside.

I'll take Dr. Kibner's word that Elizabeth is all right.

- Fine. Then let's go. - Okay.

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 it's eyes. - It looked right at me.

And Bellicec, you saw it's eyes open.

- No, I saw it's nose bleed. - If you saw it's nose bleed...

and Nancy saw it's eyes open, he must have been alive.

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 place was like Jack...

but it wasn't as developed as the one at Elizabeth's place.

It had tendrils on it.

The one at Elizabeth's place was duplicating her.

If Matthew hadn't taken me out of there, the same thing...

that's happened to Geoffrey would've happened to me.

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!

The reason that you don't believe Elizabeth...

is because the other body disappeared.

Now, it disappeared because Geoffrey took it.

What happened to my other body then?

Oh, people, will you please listen to yourselves?

Will you please listen to what you're saying?

I can deal with the body being moved. I can even deal with...

the body getting up and leaving, but when you start talking about...

his other body, her other body, people being duplicated...

Will you listen to how that sounds?

We know how insane this sounds. What do you think we're doing?

- You think we're making it up? - What are you having trouble with?

Do you believe that my body looked like me? Her body looked like her?

- You think we're crazy? - You're trying to make us believe...

that we are seeing things.

Why are you trying to do that?

All I'm trying to do is help. You called me in the middle of the night.

You asked me to come and help. That's all I'm trying to do.

I'm sorry if we woke you up in the middle of the night.

If we inconvenienced you, I guess we owe you an apology.

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 it was there and 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 want to do?

If I could get official support, I'd institute...

the same kind of emergency procedures that we use...

for a cholera epidemic or Legionnaire's disease.

What do you want me to do?

I can handle the Health Department, I think, but...

If panic breaks out, we're gonna need the police and the Guard.

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 an 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'm 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 that we found... - That flower. Where'd you get that?

- In the vase with the other flowers. - Just stuck in there?

Yeah, why?

- Geoffrey gave me one of those. - So what?

There was a customer, Mr. Gianni, he brought one 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 of the books I looked in.

- Jack, put it down. - It's a pink flower, honey.

It could be toxic.

Look, I have seen these flowers all over.

They're growing like parasites on other plants all of a sudden.

- Where are they from? - Outer space?

- They're not coming from outer space. - Why not, Jack?

- They're not coming from outer space. - 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's bound to be other ways they can get into our systems.

That's right. They could be getting into us through touch...

or through their fragrance.

We would never even notice it, not from the impurities we have.

We eat junk and we breathe junk.

Look, I don't know where they're coming from...

but I know I feel as though I've been poisoned today.

We've gotta take those flowers in and have them analyzed.

This is the only thing we know. There's something here.

They could start getting into us, screwing up our genes, like DNA.

Recombining us, changing us. Of course, this is...

just the same way those rocket ships landed...

thousands of years ago so those spacemen could mate with monkeys...

and apes 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 later this afternoon.

Could you leave a message for him, please?

Would you say Matthew Bennell, B-E-N-N-E-L-L.

- Your number, please? - 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 imposters? - Yes.

- We're the first agency you called? - Yes.

That's good. Listen, Mr. Bennell, we don't want to create a panic.

No one in my department knows.

I'm gonna ask you to stay by your phone for a while.

I'm gonna have somebody call you back and take down everything you know.

All right. Thank you.

This is a busy lab, Elizabeth. We don't test flowers. They go...

I know where they go! I think this is our problem.

I think it is affecting people.

How?

Look, Alan, I've already said that I'm gonna do all of the testing.

You don't have to lift a finger. Can I?

You've been consistently late and you're behind in your work.

So I'll do the test 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. - You're with the Health Department?

- That's right. - This is Ted Jessup...

the Mayor's Special Assistant.

You've come across something strange in the last few days?

Yes.

I'd like to suggest that we meet in Union Square.

- I can't talk over the phone. - Right away.

So you'll meet me here again tomorrow, right, Mr. Bennell?

- Yeah. - Now don't say a word to anyone.

- Keep it quiet. - Whatever you say.

Please deposit 15 cents.

Operator, I put in a quarter. I...

This is Judy Hinkell, the Mayor's Special Assistant.

- My name is Matthew Bennell. - The Mayor's...

in conference right now, but he wants you to know that...

Dr. Kibner called him personally to express his concern as well.

And Mr. Bennell, we're asking for your discretion from now on...

because this whole thing might be abating.

- Hello? - Matthew Bennell?

I'm Michaels. I'm with the Federal Preparedness Agency.

- Yes. - Now, these reports of strange...

unexplained, diseased bodies...

My understanding is that you haven't actually analyzed anything.

- And you have no tissue samples? - No, I'm just...

Mr. Bennell, it does seem you're just winging your conclusion.

- Please keep an open mind. - I have no intention at all of...

Don't mention to anyone about duplicate bodies, for God's sake.

- I was gonna treat it as... - Excuse me, my other phone is ringing.

- Yes? - This is serious, Mr. Bennell.

- Hello? - Is this just a case of paranoia?

Do you know what mass hysteria looks like, Mr. Bennell?

- Have you seen anything? - We don't want to create a panic.

We have the primary authority in this matter.

- Now, what? - We have a complex problem.

I think the horizon's bright.

People are returning to normal.

No, no, she all right.

She better now. Much better now.

Did your husband ask you to come here?

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, uh...

I'm not getting any news here. Isn't there a 24-hour news?

I would think you'd have good reception up here on the hill.

There's a repair truck outside. Could that have anything to do with it?

She just needs something to help her sleep.

Tomorrow, she'll be as good as new.

I suggest you get some sleep too. You've done everything possible.

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, they're growing. They're all around.

Wake the others!

Elizabeth, wake up! They're growing.

- These pods. - I'll get the police.

Elizabeth, wake up!

They get you when you sleep. Sit up!

Elizabeth, would you wake up!

- Hello, Police. - Officer...

I would like to report four bodies in my back yard.

- Wait right 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 C.I.A.? The F.B.I.? They're all pods already.

I've got a friend in the Justice Dept. I know his home number.

I can call direct and avoid the San Francisco operator.

- 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.

What number are you calling from, please?

Operator, I was dialing direct!

I'll try the number for you, Mr. Bennell.

They're coming up here!

Hang up, Matthew!

- Do you have a gun? - No.

- What are we gonna do? - Go out the back door.

Hurry up!

Around that way, under the stairs.

Go on! I'll catch up with you.

Go on! Keep on running! Don't stop!

Go on!

This way! Follow me!

We're being cornered!

Jesus!

Get down!

Matthew, keep them here and I'll come back with help.

Here I am, you pod bastards!

Hey, pods! Come and get me, you scum!

Do you read us on the ground? Suspects escaping.

Show time!

You're walking the right way. We got totally nude girls live on stage.

The world famous Big Al's. It's all going on right here.

It's all live, all naked. Guaranteed action here!

Guaranteed to make you feel like a new man.

Come on back here!

You hear me? This is it!

Male and females here. Six different acts. No cover charge.

- Where to? - The airport.

Pacific and Hyde.

Six-ten proceeding south to airport...

carrying two passengers, type H.

- Repeat, type H. - Six-ten confirmed.

- Some night, eh? - Take 280 south on ramp.

Type H unit established at South and Market.

Repeat, South and Market.

Where exactly are you heading?

I said the airport.

I mean, which airline?

United.

You got business out of town?

No, we're not leaving. Meeting someone coming in from Boston.

What is it?

- What's going on? - Oh, nothing.

Both of them.

Harry, pooch! Wake up!

Look, there's a pod!

All those with families in Berkeley, Oakland...

Unit Seven, Special Assistance.

Could we have you over by the Health Department?

Marin cities, please. Those with Marin 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! They control the whole city!

We'll find a way somehow.

Oh, Matthew, I can't go on.

I want to go to sleep. I can't stay awake anymore.

You have to.

You have to stay awake.

Boccardo's pills.

He eats these like candy, or 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.

It would've been a lot easier if we'd gone to sleep last night.

- David, no! - My God, no!

Don't touch her! David, don't let them touch her!

What are you going to do? Please, listen to reason.

We'll leave the city! Please, Geoffrey.

Please, let us go. We won't do anything!

You don't have to leave the city. Nothing changes.

You can have the same life, same clothes, same car.

What happens to us?

You'll be born again into an untroubled world free of anxiety.

- Fear, hate. - Wait!

- David, you're killing us! - That's not true. David's right.

Your minds and memories will be 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? - 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, David.

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.

Open the freezer. Quick!

- This door? - Yes.

Shut the door!

How are we gonna get out of here?

Through the door. Come on.

What's that?

I've lost Jack.

- We got separated. - Oh, Nancy.

I don't know where he is. I've looked everywhere.

Have you seen him?

Nancy, they've got this building surrounded. How did you get in here?

I've been wondering among them 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.

Let's find Jack.

We're going to beat them. Okay?

Hey, the lines are over there.

XB-25. Station five, come in.

Yes, Station five. Proceeding as per Plan B.

Awaiting Kibner unit. XB-25.

In front of the Health Department. Request instructions.

Please keep moving right along.

Sausalito only, please.

Ask if you have a question.

The yellow zone is for loading and unloading only.

If you have other business...

stay clear of the yellow.

Stay clear of the yellow unless you're loading or unloading.

Get them!

Come on. Get up.

Oh, God!

See them?

This is where they grow and cultivate them.

It's enormous.

What are we gonna do? There are so many.

We've got to think of another way of stopping them.

Can you walk?

- I'll try. - Hold on to me. Try and walk.

You all right?

A factory.

They're growing them.

Elizabeth, I love you.

I love you.

Come on.

I can't.

Music.

Ships.

We can get away!

I'll go down there. I'll be back. Stay here.

Oh, God!

There will be a cooling trend with improved visibility off the coast.

Nighttime lows in the low 50s tonight and in the 40s Saturday.

Light winds becoming northwesterly 10 to 20 miles per hour.

Elizabeth, no! No!

Wake up!

I love you.

The boat's there, Elizabeth.

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 around here somewhere.

Let's all go this way!

He must be around here somewhere.

There's one over here, I think.

- We'll get him. - He can't stay awake forever.

Those meeting incoming school buses from Humboldt and Jackson County...

please report to the Civic Auditorium.

A schedule of incoming flights...

is posted by the information booth.

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 want to take a nap. I'm not tired.

Please pay attention to the following cities.

Santa Cruz, Santa Barbara, the greater Los Angeles areas.

Trucks and busses will be leaving at 3:25, 4:25...

5:25.

Sector Five city employees, Code Seven.

No!