After Matthew and Elizabeth escape from being turned into pod people by Jack, Geoffrey, and Kibner, they run into Nancy, who got separated from Jack. Nancy tells them that she's discovered she can walk among the pod people by keeping her emotions in check. They join the crowds of pod people who are unloading pods from trucks, but Elizabeth gives them away when she suddenly screams at seeing a dog with a man's face. Matthew and Elizabeth take off on a run, leaving Nancy behind. They hide in the back of a truck that takes them to the docks where pods are being prepared for transport to other places. Elizabeth twists her ankle, so they hide in an empty room where they declare their love for each other. Suddenly, Amazing Grace can be heard playing. Thinking that they might be able to board a ship and get away, Matthew goes off in search of the source only to find that the music is coming from a radio. In the meantime, Elizabeth has fallen asleep. By the time Matthew returns, she has been podded and her body disintegrates in Matthew's arms. He escapes from pod-Elizabeth and sets the pod warehouse on fire, but Elizabeth gives him away and the pod people go after him. Matthew hides under a pier as the pod people scurry around looking for him. "We'll find him," one of them says. "He can't stay awake forever." In the final scenes, Matthew is back at his job at the Department of Health watching children being herded into a theater for podding and listening to a loudspeaker announcing that all pod people with relatives in Eugene, Portland, Seattle, Vancouver, Santa Barbara, and Los Angeles should report to City Hall. He cuts out a newspaper article. His face is expressionless, and his demeanor is nonemotional, just like everyone else. However, it is still unclear whether he is pretending or has really been changed. As he leaves the building and walks across the lawn, Nancy runs up to him, calling out his name, obviously happy to see him. Matthew recognizes her, points, and shrieks.