Matthew Bennell: [dials his phone] I'll get the police.
Telephone Operator: [voice] Police.
Matthew Bennell: Officer, I'd like to report four bodies in my backyard.
Telephone Operator: Wait right there Mr. Bennell.
Matthew Bennell: How do you know my name?
Jack Bellicec: [Jack's eyes widen with fear] Hang up, Matthew.
Matthew Bennell: [into the phone] I didn't tell you my name.
Jack Bellicec: Hang up!
Matthew Bennell: [hangs up the phone] I didn't tell them my name!
Nancy Bellicec: That's because they're all part of it. They're all pods, all of them!
Elizabeth Driscoll: I have seen these flowers all over. They are growing like parasites on other plants. All of a sudden. Where are they coming from?
Nancy Bellicec: Outer space?
Jack Bellicec: What are you talking about? A space flower?
Nancy Bellicec: Well why not a space flower? Why do we always expect metal ships?
Jack Bellicec: I've NEVER expected metal ships.
Matthew Bennell: [Bennell has just removed a small indistinct object from a stock pot with a pair of tweezers] What is that?
Cook: A caper.
Matthew Bennell: Nope.
Restaurant Owner: You presume to tell me what is in the stock?
Matthew Bennell: It's a rat turd.
Restaurant Owner: A what?
Matthew Bennell: A rat turd!
Restaurant Owner: [sniffs the "caper"] A caper!
Matthew Bennell: A rat turd.
Restaurant Owner: [sniffs again, now angry] A CAPER!
Matthew Bennell: If it's a caper, eat it.
[the restaurateur sheepishly demurs]
Mr. Tong: No, no... she alright. She betta now. Much betta now.
Elizabeth Driscoll: Yep, Boccardo's pills. He eats it like candy... or used to. Take some.
Matthew Bennell: What are they?
Elizabeth Driscoll: Speed. They'll keep us awake.
Matthew Bennell: How many are you suppose to take?
Elizabeth Driscoll: It says take one.
Matthew Bennell: Take five.
Dr. David Kibner: We came here from a dying world. We drift through the universe, from planet to planet, pushed on by the solar winds. We adapt and we survive. The function of life is survival.
Jack Bellicec: The rest of the world is trying to change people for fit the world. I'm trying to change the world to fit people.
Dr. David Kibner: Elizabeth, could you please tell me, in your opinion, what is going on?
Elizabeth Driscoll: People are being duplicated. And once it happens to you, you're part of this... thing. It almost happened to me!
Elizabeth Driscoll: I keep seeing these people, all recognizing each other. Something is passing between them all, some secret. It's a conspiracy, I know it.
Matthew Bennell: There can't be a conspiracy!
Elizabeth Driscoll: Matthew, I'm telling you something is going on here.
Elizabeth Driscoll: [Matthew finds that she has fallen asleep and has become a pod] There's nothing to be afraid of. They were right. It's painless. It's good. Come. Sleep. Matthew.
[Matthew begins to back away]
Elizabeth Driscoll: Matthew. Matthew!
Elizabeth Driscoll: Matthew, we'll never be able to stop them!
Matthew Bennell: Yes, we will.
Elizabeth Driscoll: We can't! Look it, they control the whole city.
Matthew Bennell: We'll find a way somehow.
Elizabeth Driscoll: Oh, Matthew, I can't go on! I wanna go to sleep. I can't stay awake any more.
Matthew Bennell: You have to. You have to stay awake.
Jack Bellicec: Here I am, you pod bastards! Hey, pods! Come and get me you scum!
Dr. David Kibner: Face it, Bellicec, you got some friends who enjoy playing practical jokes.
Jack Bellicec: I don't have any friends, Dr. Kibner.
Dr. David Kibner: Then, some enemies.
Jack Bellicec: It's a big conspiracy.
Matthew Bennell: What's a conspiracy?
Jack Bellicec: Everything.
Matthew Bennell: [Elizabeth and Matthew are captured by snathcers in the Health Department office. Kibner gives them sedatives, so that they can be snatched while asleep] Listen, we're not the last humans left. There are people who will fight you. They will find out what you're doing here.
Elizabeth Driscoll: They'll stop you.
Dr. David Kibner: In an hour... you won't want them to. In an hour, you'll be one of us.
Matthew Bennell: What is that suppose to be?
Chef: It is cervelles en matelote.
Matthew Bennell: In English, what would I be eating if I ate that?
Chef: Ah. Calves' brain in red wine.
Matthew Bennell: Red wine and what else?
Restaurant Owner: Mais, c'est impossible. It's impossible. It's a secret, Mr Bennell
Matthew Bennell: You don't have any secrets from the Department of Health, Henri.
[while Matthew drives Elizabeth through the city, a crazed man runs up to their car]
Elizabeth Driscoll: Look out!
[Matthew slams on the brakes, but the man's head still strikes the already broken windshield. Unfazed, the man immediately proceeds to pound on the windshield for attention]
Matthew Bennell: Oh, my God, oh my God! Lock the door! Lock the door!
Running man: [panicked shouting] Help! They're coming! They're coming!
Elizabeth Driscoll: Maybe we should help him.
Running man: Help! Help! They're coming! They're coming! Listen to me! Listen!
Matthew Bennell: No, he's smashed out of his skull.
Elizabeth Driscoll: He's terrified.
Running man: Help me! You're next! Please!
[the man moves to the driver's window]
Running man: Please! You're next! We're in danger!
[he tries the door handle, but it's locked]
Running man: Please, listen ot me! Something terrible! Please!
[he looks over his shoulder, then back]
Running man: You're nex- Here they are!
[he starts to run off, but still shouts at them]
Running man: They're already here! Help! You're next! They're coming! They're coming!
[he runs around the corner as a crowd chases him]
Matthew Bennell: He must have done something.
[a horn sounds, brakes screech, a thud his heard, and Elizabeth gasps involuntarily]
Matthew Bennell: [noting the approaching motorcycle with siren] The policeman will help.
[They make the turn and see a throng of expressionless people standing silently over the man's dead body in the street. The policeman waves them by]
Elizabeth Driscoll: Oh, my God! That poor man. What was he talking about?
Matthew Bennell: I'll phone a witness report in when I get to the bookstore.
Dr. David Kibner: It's like there's some kind of a hallucinatory flu going around. People seem to get over it in a day or two. All I can do is treat the symptoms.
Matthew Bennell: Do you want to go see my friend David Kibner?
Elizabeth Driscoll: The psychiatrist?
Matthew Bennell: Not like that. Talk to him. He would put things into perspective. -...
Elizabeth Driscoll: I'm not crazy.
Matthew Bennell: No, no, no. I'm serious. He would eliminate whether Geoffrey was having an affair, or had become gay. Whether he had a social disease, or had become a Republican. All the things that could have happened to have made you feel he had changed.