- Operator? I was dialling direct.
I'll try the number, Mr Bennell.
- They're coming up here.
- Hang up, Matthew.
Matthew, do you have a gun?
No.
- What are we gonna do?
- Out the back door.
Hurry up! Jack!
That way. Under the stairs.
Go on. I'll catch up with you.
Go on, keep on running! Don't stop!
Go on!
Quickly. Follow me.
We're being cornered!
Jesus!
Get down!
Matthew, keep them here
and I'll come back with help.
Jack.
- Jack!
- No, Nancy.
- No, Jack! Jack!
- Get down.
Here I am, you pod bastard!
Hey, pods!
Come and get me, you scum!
Wharf area is secure. Ten-four.
Suspects escaping. Suspects escaping.
Oh, yeah, showtime!
Yes, sir, you're walking the right way.
We got nude girls...
It's all going on right here.
It's all live, it's all naked, sir.
Guaranteed action here.
Guaranteed to make you
feel like a new man.
Come on back here! Come on back here!
D'you hear me? Come on back here!
This is it.
We got male and female love back here...
- Where to?
- The airport.
Pacific and Hyde. Pacific and Hyde.
6-10 proceeding south to airport,
carrying two passengers, type H.
- Repeat. Type H.
- 6-10, confirmed.
Some night, eh?
- Take 280 south on ramp.
- Yeah.
Type H unit established
in Financial and South ofMarket.
Repeat. Financial and South ofMarket.
Lombard on the Golden Gate.
Where are you heading?
I said. The airport.
No. I mean which airline.
- Market and 14th. Market and 14th.
- United.
You got business outta town?
No, we're not leaving. We're meeting
someone coming in from Boston.
All fares at North Beach, regroup.
Divisadero and Haight. Divisadero
and Haight. Divisadero and Haight.
What is it?
What's going on?
Oh, nothing.
Both of 'em.
- Harry, pooch, wake up!
- Look, there's a pod.
All those with families
in Berkeley, Oakland and Elizabeth.
Unit Seven, special assistance.
Could we have you
over by the Health Department?
Red city, please.
All with red city families.
Look at them!
Right out in the open.
That's how they do it.
That's how they spread it.
All those people are changed.
Unit Seven, special assistance.
Could we have you over
by the Health Department immediately?
Matthew, we'll never be able to stop them!
Yes, we will.
We can't!
Look it, they control the whole city.
We'll find a way somehow.
Oh, Matthew, I can't go on!
I wanna go to sleep.
I can't stay awake any more.
You have to.
You have to stay awake.
Would somebody in transportation
report to the Grove Street terminal?
Yup. Boccardo's pills.
He eats these like candy... or he used to.
Take some.
- What are they?
- Speed. It'll keep us awake.
- How many are you supposed to take?
- It says "Take one".
Take five.
They know we're here.
Jack, my God!
No.
Would have been a lot easier
if we'd just gone to sleep last night.
David, no!
- Oh, my God! No! No! Matthew!
- Don't touch her!
David, don't let them touch her!
Don't let them touch her!
Don't let them touch her.
- What are you gonna do?
- We'll leave the city!
- Please, Geoffrey.
- David, let us go.
- Let us leave the city!
- You don't have to leave the city.
Nothing changes.
You can have the same life.
But what happens to us?
You'll be born again
into an untroubled world,
free of anxiety, fear,...
- Wait.
- ..hate.
- David, you're killing us.
- That's not true. David's right.
Your minds and memories'll be totally
absorbed. Everything remains intact.
You've never agreed with him in your life
before! What are you talking about?
What are you...
David, you're killing me.
- What is this supposed to do?
- Just a mild sedative to help you sleep.
- I hate you.
- We don't hate you.
There's no need for hate now...
or love.
I love you, Matthew.
There are people who will fight you.
They'll stop you.
In an hour... you won't want them to.
Don't be trapped by old concepts.
You're evolving into a new life form.
Come and watch.
We came here from a dying world.
We drift through