(1956 b 80')
A small town is gradually taken over by aliens who use large seed pods to grow new bodies and take over the minds of the inhabitants, leaving them without feelings of love.
A police car with a siren arrives at the emergency hospital. Dr. Hill from the state mental hospital asks to see the patient, Dr. Miles J. Bennell (Kevin McCarthy), who tells his story.
He arrives in a town on a train and is met by Nurse Sally Withers (Jean Willes). He drives as she tells him about Becky Driscoll. She asks if he is interested, but he says his interest in married women is only professional. A boy runs in front of their car, and Mrs. Anne Grimaldi (Eileen Stevens) says he does not want to go to school. Miles gets back in the car, and Sally says she came in to see him also.
In his office Miles talks with Becky Driscoll (Dana Wynter) and walks out with her. She leaves him at a store, and he says she left him there before.
Miles goes back to his office and finds Jimmy Grimaldi (Bobby Clark) there. He says that Mrs. Grimaldi is not his mother. Miles says he will stay at his grandmother’s house. Miles tells his nurse he is going to see Wilma Lentz (Virginia Christine). He finds her with Becky, and she says he is not her Uncle Ira. He asks how if he is different. She says he seems the same, but something is missing. He asks if he has his memories. Wilma says he does, but he has no feeling. Miles says no one could impersonate his Uncle Ira. Miles says the trouble is inside her. Mrs. Eleda Lentz (Jean Andren) comes out and asks Becky where her glasses are. Becky says where she saw them and goes in with her. Wilma asks Miles if she is going crazy. He suggests she see Dr. Dan Kaufmann. Miles offers to drive Becky home, and he says hello to Uncle Ira Lentz (Tom Fadden), who is mowing the loan. Miles offers to pick up Becky at seven.
In a parking lot Miles and Becky see Dr. Danny Kaufmann (Larry Gates) and Dr. Ed Pursey (Everett Glass) backing out. Miles asks Danny to see the boy and the woman who need a “witch doctor.” Danny knows what they think, and Ed says he sent Danny several patients with the same symptom. They drive off, and Miles tells Becky he hopes she does not catch it because he likes her the way she is. They kiss and then go in the restaurant. Miles asks why no one is there. Miles dances with Becky to the jukebox music. Miles gets a phone call from his nurse, and Becky goes with him on the emergency.
They drive to the home of Jack Belicec (King Donovan) and see him in the driveway. His wife Teddy Belicec comes out, and Jack says they are not sick. Jack takes them inside and shows Miles a corpse on the pool table under a sheet. Miles examines the body, and they find no cause of death. They take finger prints, and they are blank. They decide to have a drink. Teddy asks whose face it is, and Miles says he does not know. She says Jack is the same height and weight, and Jack breaks a bottle. Miles treats his cut. Miles asks if there is a connection to the epidemic of mass hysteria in town. Miles says the body looks like Jack, and he asks Jack to sit up and watch to see if anything strange happens.
Miles and Becky drive back to Becky’s place, and he does not tell her he is really scared. They go in, and her father Stanley Driscoll (Kenneth Patterson) comes out of the basement.
Teddy screams and tells Jack that the body looks like him. Miles comes in and gives her a drink. Miles calls Danny Kaufmann and asks him to come over as fast as he can. Danny says okay. Miles hears a voice asking if Becky is all right. He runs out in his robe and drives his car to Becky’s. He does not ring the bell but sneaks around the side of the house. He breaks a basement window, opens it, and looks in. He climbs down and lights a match to see. He opens a door into the house. He opens a lid and sees the body of a woman. He goes upstairs and sees Stanley Driscoll asleep in bed. He goes into Becky’s room and tries to wake her. He carries her downstairs and out the front door.
Miles tells Jack, Teddy, and Danny that he found another body. Danny, Miles, and Jack go down to look at the body, but it is gone. Danny sees blood and says it was murder. Miles and Jack say they found no scratch on the body. Jack shows Danny the blank fingerprints. Danny asks whose body it is. Miles says he saw Becky’s double, and Danny agrees to go and look at it.
At the Driscoll house Danny opens the lid and finds there is no body. Danny says Miles’ mind started playing tricks. Miles says he saw her, but Danny says it was only in his mind. Stanley Driscoll comes in with a rifle. A siren is heard, and a policeman asks Danny what is happening. Jack says a body at his place is missing. The policeman says he found it in the morgue, and he tells them to go home.
Kevin finds Becky is in the kitchen, and she prepares breakfast for him. He says it was worth it dragging her out of bed. The gas man comes in and says hello. Miles says he lost his wife because he missed meals. Becky says she is mixed up with him already. Jack asks Miles if he wants him to take in two boarders.
Wilma tells Miles she does not need that appointment with a psychiatrist. He tells her that Becky is at his house now. Wilma goes back in and tells Stanley where Becky is.
Miles goes into his office, and his nurse Sally shows him that Mrs. Grimaldi and Jimmy are acting normally. Miles goes home and sees something unusual in his greenhouse. He calls Jack. Becky and Teddy come in too, and they see plants forming large seed pods. Becky says she noticed the difference also. Teddy says they must be destroyed, and Miles agrees. Becky suggests Miles call Danny, but he says it is too late. He calls the FBI in Los Angeles. He says the body in the cellar only needed a mind, and he calls it malignant. Jack and Teddy see a human body forming, and Teddy asks if that is her. Jack has a pitchfork. Miles says it is an emergency, and he asks for Sacramento. The operator says the circuits are busy. Miles tells Jack and Teddy to make a run for it. Becky says she is staying with Miles. Jack and Teddy leave to get help. Miles takes the pitchfork, but he sees a body that looks like Becky. He stabs another body. Becky answers the phone and tells Miles the circuits are still busy. Miles tells Becky they are leaving, and they run out.
Miles stops to call his nurse Sally at a gas station. They get gas and go. Miles stops the car, opens the trunk, and takes out two large pods and lights them on fire. They get in the car and go to Sally’s house. He sees cars in front of the house and parks. He leaves Becky in the car and goes around the house. He looks in the window and sees Stanley carrying a large pod. A policeman comes up and suggests that Miles go inside. Miles hits him and runs back to the car. Becky drives off with him.
Police get an alert to detain Miles and Becky. Miles tells Becky to go to his office. She parks in a used car lot, and they run down the alley and up stairs to his office. They hide while a policeman checks. Then they go in. He gives her and himself pills to stay awake. She asks if they might wake up changed. He talks about how precious love is and kisses her.
In the morning the phone rings, but he does not answer it. Miles sees people he knows in the street. They see a police car arrive with a siren, and people gather in a small park. Trucks arrive with large seed pods. A policeman orders individuals to go to the trucks and then dismisses the rest for the day. The trucks leave. Miles tells Becky he cannot wait for Jack. They hear a knock, and Jack comes in with Danny and a policeman. Jack says he was wrong to fight against it. Danny says they will not hurt them. Jack says he and Teddy were wrong. Danny says they cannot let Miles go. Jack says Miles will have to fall asleep. Danny explains that a solution came out of the sky with seeds that could reproduce themselves in any form of life. He says new bodies are taking them over, and they will be born into an untroubled world. Miles asks if everyone will be the same. Danny says yes, and they will be one of them. Danny says love is not needed. Miles says they cannot love or be loved. Danny says life is more simple without love. Danny tells Miles he has no choice. Miles tells that to Becky, and Danny leaves with Jack. Becky tells Miles she wants to love and be loved. Miles picks up a small bottle of medicine and puts it in a hypodermic needle. He makes a loud noise and then attacks Danny and Jack from behind. The policeman comes in, and Becky disables him with a needle. Miles tells Becky they must get out to the highway. He tells her to show no excitement. They go downstairs and walk into the street calmly.
Miles tells the policeman Sam that they are finally with him. Becky shows emotion when a truck nearly hits a dog. They walk away, and Sam becomes suspicious. Sam goes in and up the stairs. Miles and Becky run. Sam comes back out and calls that they got away. Miles and Becky run upstairs on a mountain. Sam and other people chase them. Miles and Becky run down a hill and up another. Becky is tired, and they go into a mine cave. Miles removes boards, and they hide under them. Sam leads others in, and they walk over the boards. They hear them leave and then wash with water. Becky says she cannot stay awake much longer. They hear music, and Miles goes to see if they are human. Becky goes back in the cave. Miles walks over a hill and sees men working with the large seed pods from trucks. He goes back to the cave and finds Becky very sleepy. He carries her out and falls in a puddle. He kisses her. She opens her eyes and says it happened while she was asleep. She tells him not to act like a fool but accept them. She screams he is in there. Miles runs off and is chased in the hills. At night he runs back to a street and asks cars for help, but no one stops for him. He says they are all insane, but no one helps him. He climbs on the back of a truck and sees more seed pods. He says they are in danger and asks who will be next.
Back in the hospital Miles tells Dr. Hill to call for help. Dr. Hill and Dr. Harvey Bassett walk out of the room, and Dr. Bassett says he is mad. A man injured in a traffic accident is brought in, and the attendant says he was found by some large seed pods. Dr. Hill asks where the truck was coming from, and he learns that it was from that town. Dr. Hill tells the police to stop all vehicles coming out of that town, and he calls the FBI about the emergency.
This science fiction horror story suggests that aliens could take over human bodies and use them with little emotional expression. Some have suggested that this symbolizes the anti-Communist hysteria that led to the McCarthy hearings and the blacklisting of talented people who may have had some contact with the Communist Party.