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 to truck one.
Crescent City...
the first truck.
Redbank.
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.
Valley Springs...
the third truck.
Valley Springs...
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.
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!
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.
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!
If we 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.
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 had 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.
Not unless there's no other way.
Why didn't they
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 get three.
You're forgetting something,
darling... me.
It isn't three against one.
It's three against two.
Give me a knife.
No.
There.
Go by the desk.
What's going on in there?
Miles!
Unlock the door!
Miles, open the door!
Open the door, Miles!
Aah!
Open the door!
Oh! Aah!
Oh!
Our only hope is
to make it to the highway.
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.