This is Sand Rock, Arizona...
of a late evening in early spring.
It's a nice town, knowing its past and sure of its future...
as it makes ready for the night and the predictable morning.
The desert blankets the earth, cooling...
resting for the fight with tomorrow's sun.
And in my house, near the town, we are also sure of the future.
So very sure.
12:00, sharp.
Trying to get rid of me? 'Cause if you are, it won't do you any good.
Well, I wouldn't want people to talk.
Let them. They do it anyway.
You know, I think it must be my money that impresses you.
- What money? - I got a cheque today.
Johnny, you sold another article!
Got enough to finish the outside of the house. All the comforts of home.
To think of the time I wasted living in the city.
It's nice out here.
Question is, would you keep this up if we were married?
Of course not.
As soon as I got your name on the marriage certificate...
I wouldn't have to do it any more.
Let's go see what the stars have to say.
I already know your horoscope.
You know who the stars say a man born under your sign should marry?
- No, who? - Me.
I'm a Scorpio, and a Scorpio always gets along well with a Sagittarius.
Really? What else do they say?
A Sagittarius is philosophical and very positive.
And has a blithe, happy-go-lucky manner.
Would starve if someone didn't come along to make him a meal occasionally.
And is quite helpless in certain situations.
Come here, look at my stars.
Tell me if they say whether a Sagittarius could support a Scorpio.
"Starlight, star bright First star I've seen tonight
"I wish I may, I wish I might
"Have the wish I wish tonight"
- What was that? - A meteor.
One of the biggest.
- Can you see it? - Yeah.
Yeah, there it is.
It's by the old Excelsior Mine.
- You're crazy. - He's dead serious.
Didn't you even hear it?
I didn't hear nothing until you kept banging on my door.
Look!
It's beautiful!
- Come on, let's go down. - All right, all right, keep your shirt on.
Holy cow!
Brother, that's really something.
It's the biggest thing that's ever happened in our time.
- I'm gonna take a closer look. - Oh, be careful, John.
- Go ahead, be a hero. - We'll take our chances.
Who said anything about you? You stay right here. You look after Pete.
This is where Pete's going to be, right here.
- Johnny! Johnny! - Wait a minute. You stay here.
- John! - I'm all right, Pete. Down here!
Are you all right?
- Yeah, I'm all right. - Come on, let's get out of here.
- Maybe you'll listen to me next time. - John! John, are you all right?
Johnny? Johnny!
- Yeah, I wasn't hurt, Ellen. - Well, then, what's the matter?
There's something down there.
Boy, you're not kidding. A couple of tons of earth that almost hit you.
- No, that's not what I mean. - What do you mean?
- What was it you saw down there? - I'm not sure.
Some kind of a ship, I think.
- A what? - A ship.
- What kind of a ship? - I don't know.
It's like nothing we've ever seen before.
Look, something must have hit this guy in the head. Come on.
It sounds crazy, but I tell you it was there. Part of it was still showing.
Boy, you've been up in the stars too long. Come on, let's get out of here.
It's like a huge ball, rammed there in the side of the crater.
Look, this is no place to hold a conversation.
Come on. Let's go before it starts falling again.
All right, all right. I'm not crazy, and I'm not imagining.
I tell you, I saw this thing.
- Oh, brother. - I saw an open port way.
So, what was inside?
Something. Then the door slammed shut and started the landslide.
That figures. Come on.
- Pete, will you listen to me? - I did.
I let maniacs drag me off in the middle of the night.
Now, on top of that, I get rocket ships thrown at me.
Here they come to find out what happened.
Oh, please. Don't tell them what you told us.
Ellen, I tell you, I was close enough to it.
- I could have reached out and touched it. - Oh, Johnny, please.
You're not going to tell those people you saw Martians running around down there?
What would you say if I had found a Martian down there?
I'd say, "Hold him for a circus."
I'd say, "Wait and find out what they're doing here, first."
Ellen, you don't believe me, either.
Oh, I don't know.
- That's Ellen and Putnam. - There's Pete's 'copter. Hi!
Hey, what's going on? How long you been up here? What happened?
- I'll tell you what happened. - Johnny.
It's a meteor. Johnny says the biggest one that ever hit us.
It must've been. I felt it clear down to my shoes.
- Lit up the sky like the end of all creation. - It was no meteor.
No meteor?
What's the amateur astronomer's point of view?
- There's some kind of a ship down there. - A ship?
Don't ask me what kind, 'cause I don't know.
Oh, you mean from one of those stars you write about?
Or the kind that Pete, here, operates?
I tell you, the evidence is buried right down there.
This may be the biggest thing that's ever happened.
If you're smart, you'll get this whole area sealed off...
until we know what we're up against.
- You see it, Ellen? - No...
- but if John says he saw it... - He could be mistaken. You, Pete?
I tell you, from its size and its appearance, this thing came from outer space.
I even have reason to believe that there's some form of life in it.
Must've been travelling pretty fast to hit the earth that hard and stay in one piece.
- That's right. - And even if it was in one piece...
would anyone still walk around after a concussion like that?
I'm just asking, Johnny.
I want to make sure I quote you right for the paper.
- I'll take you home, Ellen. - I don't mind, Matt. I'll be all right.
Don't tell me you're going back to Sand Rock.
When Loring gets through printing that statement of yours in his paper...
they won't let you walk around out in the open.
Oh, you too, Pete? We need help, not lecturing.
Come on, Ellen.
Isn't there anyone who would want to help?
What about Dr. Snell at the Wayne Observatory?
You've done a lot of work with him.
Yeah. I'll call him as soon as we get back.
Hey, slow down.
- Johnny? - Those fools.
You can't really blame them.
I did see it. I even saw some kind of tracks.
- I can't be just imagining it. - I'm just thinking of you, Johnny.
And people talking behind your back and laughing.
They've talked about me before. Even your old friend, the Sheriff.
Matt didn't mean anything by it.
He's known me all my life. You know how he looks after me.
I don't blame any of them.
Can I prove it? Even to myself?
Maybe if we really do find something...
You really have to, Johnny?
I have to, Ellen.
You'd better keep out of it for a while, though.
I wouldn't want them laughing at you.
- Look! - What's that?
- What was that? - I don't know.
Did you hit it?
I'll see.
- Keep the motor running, Johnny, please. - Yeah.
You stay here.
Come on, let's get back.
- What is it? - Thought I heard something.
- It's just a Joshua tree. - Let's get out of here.
- Did you get any good shots? - Pretty good.
The crater's about 1,000 yards around.
One of the biggest things that ever happened.
- Look how far down it goes. - Sure covers a wide area.
Hey, here comes our stargazer now. Come on.
- Snell's here. - So are the reporters.
And here they come. I'll try and steer them off.
- Good morning, John. Ellen. - Good morning.
- Missed you out at the house.
Dugan, American Press. Lober, Press Dispatch.
Gentlemen, this is Miss Fields.
How do you do? Quite a show you started. Any statement?
Why repeat it? It's all right here.
Stick around, I may really have something for you in a few minutes.
- Look, this is private. Do you mind? - Not at all.
How about it, Miss Fields?
- You add anything to this? - No.
- Hiya, Bob. - Hi.
- Well, well, John. - Hello, Dr. Snell. Glad you could get away.
I wouldn't have missed it for anything.
- How long you been here? - About an hour.
- You've just gotten started then. - Hardly. I've seen enough.
But you do believe me?
Look, John, last night you saw a meteor fall to earth.
That much has been substantiated by witnesses.
The presence of the crater itself...
its formation and characteristics, all support the theory that it was a meteor.
- But I tell you, I saw a ship. - You saw something that looked like a ship.
You can't prove it, John.
I can prove it if I can get you to help me dig it out of there.
I can't in good faith ask the University to do it.
We'd dig for months, and spend thousands, and maybe all we'd find would be these.
Note the black colouring, characteristic of the meteor.
The fusion from heat, the nickel and the iron. Facts, John. Facts.
Even the angle of contact with the earth. Everything points towards it being a meteor.
All right, all right. I'll admit I don't have all the answers...
And one more point, John. Come on.
- Find anything, Bob? - No, Doctor. Not a thing.
There you are. See, there's no sign of any excessive radioactivity...
anywhere in the area.
Odd, wouldn't you say, for something coming in from outer space?
I don't know what's odd and what isn't any more.
But I do know I expected you to be more open to the idea...
than the others. You're a man of science!
And therefore less inclined to witchcraft, John.
Not witchcraft, Dr. Snell. Imagination!
Willingness to believe that there are lots of things that we don't know anything about.
There was a time when people thought the earth was a level plain...
between two mountains that were set there to hold up the sky.
And that the stars were lamps hung from that sky.
Then a better idea came along, and people were willing to listen.
Be realistic, John. We've worked together before.
In the meantime, you can do an article for us.
Yeah.
Here. I already have.
- An intense young man. - Yeah, and an odd one, too.
More than odd, Bob. Individual and lonely. A man who thinks for himself.
Report on the Arrival of Strangers from Outer Space.
I had been hoping I'd run into you, Putnam.
What's the matter, Matt? Did I break a law or something?
Hey, you might call it that.
Ellen's supposed to be teaching school today.
I told her to stay out of this. You know Ellen.
Yeah, I know Ellen. I also knew her father. I was his deputy.
And I mean to keep an eye on her. Trouble is she keeps trailing after you.
See, this town doesn't understand you. Poking around out here in the desert...
squinting up at the stars. And now you come up with this story.
"This town"...
The reason I came out here to the desert...
was to try and get away from that kind of thinking.
Putnam, you frighten them.
And what frightens them, they're against. One way or another.
Look, Matt. I'm frightened, too.
You want to destroy yourself, that's your lookout. But leave Ellen alone.
She needs her job.
- Come on, Miss Fields. Give us a story. - Smile, please, Miss Fields.
Joe, get her, will you?
What about this monster you ran into last night?
Come on, fellows, come on. Stop bothering her, will you?
- Just checking your story. - What are you trying to prove?
That's what I was going to ask you.
Maybe you're getting publicity for a new book you're writing.
Don't get sore, Putnam. You're news now.
Just trying to get a story!
Snell agrees with the Sheriff, and the Sheriff agrees with the others.
- I'm crazy. - I know.
Matt was at me before he found you.
"A teacher has responsibilities to the community."
I just wish we had found one of them, that's all.
Just one little monster to toss into the principal's bedroom.
An occasion to make the soul tremble.
Thank you, sir. This is your local announcer again...
and here's Major Benson, of the United States Army, to give us his view.
Major, will the army attempt to dig underneath the crater?
Probably not.
Major, how do you feel about the report that a spaceship is buried there?
If there is, it'll have to wait until we can get around to it.
Then the army isn't afraid of any invaders?
Not if they are buried under hundreds of tons of...
Look.
Seems like it'll reach out.
It's alive.
And yet it looks so dead out there.
Oh no, it's alive and waiting for you.
Ready to kill you if you go too far.
The sun will get you, the cold at night.
A thousand ways the desert can kill.
Where are you?
What do you look like? What am I supposed to be looking for?
I know you're out there, hiding in the desert.
Maybe I'm looking right at you and don't even see you.
- Come on out! - But, John.
Hiya, Frank. George.
Where'd you two come from? Why aren't you back at the crater?
I don't much like the show they're putting on over there.
Hear they got you going, John. Are they riding you, boy?
They're trying to.
I read the morning papers. Don't let them ride you too much.
Have you two seen anything unusual this morning?
- You mean, like another meteor? - No, I don't mean like a meteor.
No, we ain't seen nothing. Have we, Frank?
- Have we, Frank? - What?
I said we haven't seen nothing, have we?
No, I haven't seen anything. But I'm sure hearing things.
Yeah?
- What kind of things? - I don't know. Darndest noise ever.
Never heard anything like it on the wires before.
- You've been out in the sun all morning. - No, it's not the sun.
- Mind if I give a listen? - Sure.
- Put him on the ladder, George. - You're the boss.
Here, listen. You hear it?
Yeah.
Any idea what it is?
I don't know.
It might be somebody up that way tapping the wires...
or back that way, listening to us, like we're listening to him.
- I wonder who it is. - I don't know.
After you've been working out on the desert...
fifteen years, like I have, you hear a lot of things.
See a lot of things, too. Sun in the sky...
and the heat.
All that sand out there with the rivers, lakes, that aren't real at all.
And sometimes you think that the wind gets in the wires and hums and listens and talks.
Just like what we're hearing now. Still hear it?
- No, it's gone. - That's the way it is. Comes and goes.
- Had enough? - Yeah.
Me, too.
- What do you make of it? - I'm not sure yet.
Wish I could figure it out.
Why don't we drive up the line a ways and take a squint?
Anything you say, boss.
- We'll have a look up the other way. - If you find anything, let us know.
Be glad to.
Got a big date with Jane tonight, boss.
If you're thinking of getting off early, the answer is no.
When are you gonna get married and settle down, George?
Soon as I find me a wife like yours.
- You always say the right thing, don't you? - Especially to the boss.
Look at that! What is it?
- Did you see something, John? - No. No, nothing up here.
We'd better go back and find Frank and George.
- And do you think they'll find something? - Could be.
- There. - Yeah.
Wait.
- Maybe they walked off in the desert. - Why would they leave the doors open?
They were in a hurry, all right. Maybe they chased something.
Or something chased them.
Blood.
Look, Johnny.
They saw something, all right. Whatever it was, it took them along.
- George. - Hello.
- You gave us a start. - Did I?
Where's Frank?
George, where's Frank?
He went off to look around.
There's blood on the truck. What happened?
- I cut my hand. See? - Is it bad...
What's wrong?
Nothing. The sun, I guess.
Playing tricks on me.
Yes, the sun. Beautiful.
You...
You found nothing up here?
Nothing.
We may as well get along, Johnny.
Don't worry about Frank. He'll be all right.
Yes.
I guess there's nothing more we can do up here.
So long, George. We'll be in touch with you.
So long.
What is it back there, John? What's the matter with his eyes?
He's lying.
I didn't want to start anything alone out here.
We've got to get into town and bring help.
- Something's happened to Frank. - He's dead.
- Are you all right? - What happened, George? Is the truck...
Don't be afraid.
It is within our power to transform ourselves...
to look like you, or anyone.
For a time, it will be necessary.
We cannot, we would not take your souls...
or minds, or bodies.
Don't be afraid.
Your friend is all right.
- Mind closing the door? - You're coming right out with us, Matt.
You wanted some proof, Matt? Maybe we've got something for you now.
- School principal was in here. - You've got to listen to him, Matt.
You're supposed to be teaching school.
Don't you hear us, Matt? We've got some proof for you now.
I'm a busy man, Ellen. And even if I wasn't...
he's not going to make a fool out of me, the way he has of you.
If you don't listen to him, you'll be the fool.
He's got you so you'll believe anything.
All right, just what did you see?
Come on, I'll show it to you. You better bring your gun.
The truck's gone.
It was right there, Matt. This time I saw, too.
The tracks, Johnny. Show him.
The tracks are gone.
Right here. This is where I saw him. I saw his hand.
Look. Blood.
Could have been a jackrabbit hit by a car, and crawled in through here.
I tell you, it was Frank. It had to be.
All right, it was Frank, and he's risen from the dead and gone off with his truck.
Now, I'm going back to town.
Thanks for the ride.
It's like beating against thin air. No marks, no signs, no nothing.
And, Ellen, the pallor of that face.
Maybe it was the sun, just playing tricks on us.
Was it?
The way he kept looking into the sun without blinking.
How could George do it?
- George couldn't. - What do you mean?
It's like some nightmare, where you're waiting and hoping for it to be over...
and then all of a sudden, you realise that it's just...
George? Frank?
Frank? George?
Wait! I want to talk to you.
George? Frank?
Keep away.
Where have you been? We've been looking all over for you.
I want to help you.
What happened out there, in the desert? Tell me, and we'll go to the Sheriff.
Stand back.
Whoever you are, whatever you are...
I want to understand you. I want to help you.
Then keep away.
Keep away, John Putnam.
We don't want to hurt you. You least of all. We don't want to hurt anyone.
- What have you done with them? - Your friends are alive.
They will not be harmed, if you do as we say.
What are we supposed to do?
Give us time. Time, or terrible things will happen.
Things so terrible, you have yet to dream of them.
Is old Tom back with that grub yet?
- I sure am getting powerful hungry. - Ain't seen him yet.
Ain't to my liking neither, hauling grub at this time of the night.
Come on, mule. Sam and Toby will be hungry.
Why, you crazy mule!
That you, Tom?
- What's going on in there? - Well, the way to tell is take a look.
It's just this poor old tunnel. Needs more propping up.
Like a man gets old. Needs propping up.
Wouldn't have needed it, if that meteor hadn't stuck its nose...
smack in that lower level.
Yes, we best check it in the morning.
- Must be Tom now. - Well, it took him long enough.
That you, Tom?
No one has yet turned up any bug-eyed monsters threatening Earth...
and so it must be set down as another one of those fantastic hoaxes.
This one by a young, publicity-seeking astronomer.
Of course, if he should turn up a spaceman or two...
this network cordially invites them to address us, one and all.
And now, for some last-minute news.
I was trying to help.
- What do we do now? - Nothing. We wait.
We sit and we wait and we trust them to make it clear for us.
Come on. I'll take you home.
You've got nothing to blame yourself about, John.
- What else could you do? - But, Ellen, are we right in just sitting by?
We are right, and we're not crazy.
And if we've been seeing things, it's because we did see them.
Evening, Miss Fields.
- What's the idea, Perry? - Sheriff wants to see Johnny.
- Yeah? What are you made-up for? - I'm a spaceman, out of the crater.
- Says for you to get over there, right away. - Okay, okay.
See you.
Matt.
- You know Frank's wife, Mrs. Daylon. - Of course.
- How do you do? - Miss Dean, a friend of George's.
- Hello, Jane. - Hi.
Mrs. Daylon, tell John, here, what you told me.
Well, the minute he came home, I knew there was something wrong.
It seems Frank took off under peculiar circumstances.
He came home and told her he was assigned...
to some sort of special job overnight, and left.
Something's wrong, I know it. He was so pale...
he had the queerest look in his eyes, and he never touched his food.
Same for George. His landlady told me he skipped dinner.
And that ain't like George, not with his appetite.
Mr. Putnam, the Sheriff says that you saw both of them this afternoon.
Did they say anything about going anywhere tonight?
No, Mrs. Daylon. Not a thing.
Maybe they had an emergency call to make.
Telephone people say no.
And that truck we couldn't find this afternoon.
The phone company called up and reported it missing.
Were they drunk or anything? Did you get it on their breath?
- Frank never drinks. He's sick, I tell you. - If you ask me, they ain't ever coming back.
Otherwise, what would they want to take their clothes for?
- Their clothes? - Yes.
It seems natural to take a change of clothes...
they said they'd be gone overnight, didn't they?
I know George. Always on the move, always wanting to go somewhere.
You best go home and get some sleep, the both of you.
I'll check around and call you later.
Ellen, Johnny and I have some things to talk over.
Would you mind taking the ladies home?
Of course, and I'll stay with Mrs. Daylon for a while, too.
- We're taking your car, Johnny. - I'll see you later, Ellen.
- Bye. - Bye.
Now are you ready to believe me?
I'm trying to, or I wouldn't have sent for you.
You got to believe that there's a ship buried out there in the desert.
And that at least some of our visitors from outer space...
got out of that ship before it was covered over.
Go on.
Two of those visitors I saw today, and so did you.
It's true, Matt.
It's no use, Johnny. I try to stay with you, but I can't.
You got to. I know what you're thinking, Matt.
But you've got to believe that what you saw today...
was only what looked like Frank and George.
They didn't, by any chance, tell you what they wanted?
They want us to trust them.
To believe that Frank and George are in no danger...
as long as we don't interfere with them. To give them time! Time!
Did it occur to you that you might be gambling with their lives?
Yes, what do you think you were doing when you refused to believe me?
- Frank and George, that's crazy. - I tell you, I came face to face with them.
But how could they take over anyone else's form?
- And where's the real Frank and George? - I don't know.
And why would they want to do that? Why?
Maybe to move about freely. To come into town without being stopped.
So they steal a telephone truck, something that'll stick out like a torch.
Now, does that make sense?
It might. Suppose they wanted electrical equipment. That truck was loaded with it.
As a matter of fact, things have been happening around here this evening.
The hardware store was broken into.
And they're missing a coil of copper wire and some metal parts.
Nothing else taken but electrical equipment.
There you are.
Yeah? Yeah, this is Sheriff Warren.
No, the last I saw of Dr. Snell and his assistant, they were out at the crater.
You let me know If you hear anything, and if I hear anything, I'll give you a ring.
What about Dr. Snell? Would they have any use for him?
- They might. He's an astronomer. Why? - That was his secretary calling.
They haven't seen him or his assistant.
Last I saw of them, they were out on the desert, working alone.
Let's go.
Well, they're not around here...
and it's a cinch they just didn't leave without their car.
I'd give anything if things were back the way were this morning...
with me calling you a fool.
Is it reasonable for anything to stay alive, after hitting Earth that hard?
It's reasonable, because it's true.
Believing all this talk about taking over other people's forms. That's crazy, I tell you.
Nothing would ever add up.
I couldn't even be sure that you're John Putnam standing beside me.
That's right, you couldn't.
Wouldn't it be a fine trick if I weren't really John Putnam at all?
Something from another world, come here to give you a lot of false leads.
Frank, what are you doing here?
I have been waiting for you.
We've been looking all over for you. Are you all right?
Yes.
- I'll take you home. - No. Take me to the mine.
No, please.
Hello? Who is this?
Who? It's for you.
This is John Putnam.
What? But...
Yes.
- They've got Ellen. - Ellen?
- Where? - Come on.
How do you know we're supposed to stop here?
- I know. - Well, let's go.
No. They want to see me alone.
You wait here.
- I was thinking about Ellen. - So am I.
She's safe, but if you come along, I don't know.
All right, I'll wait. How long?
- As long as it takes. - Well, be careful.
Ellen?
Ellen!
Ellen, wait!
Ellen?
Ellen!
Here.
Where's Ellen? Where's Ellen?
- Stay where you are. - Come out in the open.
- Come out where I can see you. - No.
Let me see you as you really are. What do you want? What are you doing?
We are repairing our ship, to leave your world.
We need your help.
You ask me to help you.
How can I, when you've kidnapped and stolen? For all I know, even murdered.
We have a long way to go. By nightfall, we will have left your earth.
You will not see us until it is time.
Time for what? Time to kill? Time to take over?
We have souls and minds, and we are good.
Then why are you hiding?
- We are not yet ready to meet in friendship. - Why not?
Because you would be horrified at the sight of us.
Had you fallen on our world, it might have been different.
We understand more.
All I understand is that you've taken my friends captive. And now the girl.
We hold her hostage, as well as the others.
Keep your people away, or we will destroy them.
How do I know that your whole mission here isn't to destroy all of us?
Our mission was to another world. You must believe me.
Only an error dragged us toward Earth.
- Stand out in the sun. - In time, perhaps.
Then I can't believe you.
Let us stay apart, the people of your world and ours.
For if we come together, there will only be destruction.
I've got to see you as you really are.
Come out, or I can't take the responsibility of protecting you.
Very well, then. You asked to see this.
So you shall.
Where's Ellen?
- She's safe. - Where?
- What did they do to you? - Nothing.
Men don't look the way you look for nothing.
I saw them, Matt. I saw them as they really are.
- Horrible. - You left Ellen with them?
She's safe, as long as we don't interfere.
Maybe that's the way you want it, but not me.
I want Ellen and the rest of them out now.
Think I would've walked off and left her, if I didn't have to?
They're leaving tonight.
They crashed here by mistake, and now they're fixing their ship to get out!
They can't get out. They're buried under tons of Earth. Now take me to Ellen.
I tell you, she's safe as long as you don't interfere!
Then why don't they come out in the open?
Because they don't trust us.
Because what we don't understand, we want to destroy.
I kill only what tries to kill me.
That spider...
why are you afraid of it? Because it has eight legs?
Because its mouth moves from side to side, instead of up and down?
If it came towards you, what would you do?
This.
Exactly as you'd destroy anything you didn't understand. Don't you see, Matt?
That's why they've been hiding behind other men's faces until they can clear out.
You're wasting time. Are you going to tell me where they are...
or do I form a posse and run the desert with a net until we find them?
Once before you wouldn't believe me.
When are you going to stop being a badge and become a human being?
That's my job. A thing is wrong, you set it right.
Matt, listen to me. They weren't fooling. They need a few more hours.
If you go to them with men now, they'll kill Ellen! Is that what you want?
All right, we'll wait.
But the responsibility is yours. Now, where are they?
They're in the old Excelsior mineshaft.
Now, come on, come on. Let's get back to town.
I want everyone out of the area. No exceptions.
Reed, make it sound like there's nothing to it.
I think you're making a mistake.
This fellow Putnam, he's done nothing but talk you out of things...
and get his own way.
He runs you ragged. Now he's got you sitting by, just waiting.
So far, we don't know any more than we knew at the beginning.
And Ellen's still missing. If I was you...
I'd get them rifles into the hands of some men and clean it up, whatever it is.
- I gave you an order, now get going! - Okay, Sheriff.
But I wouldn't want the responsibility.
Well, I'm playing it your way, right down the line.
Even clearing everyone away from the crater.
- That's the way you wanted it, right? - It's got to be right.
What are you doing here? I thought you were going to sweat it out at home.
They paid me a visit, Matt. They took some of my clothes.
- Why do you suppose they'd do that? - I don't know.
It's couldn't be that they've been lying to you, could it?
That old mine they've been hiding in. There were three men working it.
They ever tell you what happened to them?
What do they want with so many of us? What are they planning, Johnny?
- Are they telling the truth, or what? - You keep throwing these questions at me.
All I can do is guess.
Now your clothes, too. Could be any one of them.
Stop working yourself up, Matt.
It's hot enough without raising your blood pressure.
Yeah.
Did you know, Putnam, that more murders are committed at 92 degrees Fahrenheit...
than any other temperature?
I read an article once: Lower temperatures, people are easy-going.
Over 92, it's too hot to move. But just 92, people get irritable.
That clock...
Don't do anything.
Look at him. Walking around like he belongs here.
The sooner they finish, the sooner they'll clear out.
How do we know when they're really wearing our clothes...
or Frank's, or George's, or Ellen's?
We've come this far, we've got to see it through.
What do you mean? How do we know they're not taking over?
They could be all around us and I wouldn't know it.
- Hey you! Wait right there! - Matt!
Stay where you are.
Sorry, Matt. It was the only way I could stop you.
Johnny, come here. You guys in the park, over there.
Sir, you in the truck. I need help. All the help I can get!
Look, some guy's taking off in your car.
We'll get to him later. Come on.
All right, Bill, pass out those rifles, will you?
You head for the point at the highway...
and we'll cut off the truck by taking the east route.
- Mike, Harry, come with me. - Okay.
Cut out into the desert here, and set up the barricade here.
All right, men, follow me!
All right, men, spread out across the road.
Throw some flares up in the front, and put some in the back, there.
- There's his truck. - That's it, put another one over there.
All right. Check your guns and check your ammunition.
He'll be coming any minute.
Here he comes now!
Hold your fire. Get ready.
All right. Let him have it.
Who's there?
Ellen?
No, you're not Ellen.
You're dressed in her clothes, but you're not Ellen.
They're on their way here. You brought them.
Listen to me.
I came here to warn you. I tried to stop them, you don't know how I tried.
You've got to get out.
- Just a few more hours. - Listen to me.
You wanted me to fall into that. Why?
You can no longer be trusted.
Whoever you are, whatever you are, listen to me!
I'm sorry. We did not want to use violence.
Now there's no other way.
Would you kill me, too? So this is the end?
- The grand total of all our dreams. - I came here to help you, not to kill.
Stay where you are.
Yes, look at its power.
Power to drive a ship through space. Power to tear your earth apart.
You know how long we've worked on this? A thousand years of reaching for the stars.
Now, at last, we've conquered space.
Ah, the dreams we had of knowing other worlds.
- Listen to me. There's still a way. - Is there? With a mob after us?
All we needed was time.
Let the others go. I'll try and hold off the mob.
And if you fail?
No. We'd rather have it end here, than fall into their hands.
Wait!
You speak of how wonderful it was going to be to know other worlds.
A thousand years of work, and you're willing to see it all end...
here, abruptly, here on this strange planet?
Is that the way you want it? When there might still be a chance?
Then go and stop them.
Free the girl first. Show the mob you mean them no harm.
How can I trust you?
You can always reach out and destroy us with that.
Send them out.
Johnny!
- Come on, quick. - Come on.
There's the entrance.
Clear away, everybody. Clear away. Keep running, Ellen.
Hey! Any way to close off this entrance?
- There's some dynamite back there. - Get it. Quick. Get it!
Hurry up. We've got to keep that posse away from them.
- Were they in there? - Yes.
I guess that takes care of them.
Yes. That takes care of them.
What's that?
Wait. Listen.
- Well, they've gone. - For good, John?
No, just for now. It wasn't the right time for us to meet.
But there'll be other nights.
Other stars for us to watch.
They'll be back.