Tom Tryon

The story opens on the night of December 6, 1941, at a dance in the Officers' Club at Pearl Harbor. We are at first introduced to Lieutenant (j.g.) William 'Mac' McConnel (Tom Tryon) and his wife Beverly (Paula Prentiss), who can't help but notice a visibly inebriated Liz Eddington (Barbara Bouchet) dancing with an Army Air Corps major (Hugh O'Brian) - spiting her husband who is at sea on gunnery practice. When the band launches into an upbeat swing tune, Liz engages in an exotic dance that for better or for worse draws the attention of every person in the club. Mac finally asks the band to make an end and play something else, which is heeded to Liz's disappointment. Her lover escorts her from the premises and takes her to spend the rest of the night on a beach near the base. Morning breaks over the unnamed heavy cruiser commanded by Captain Rockwell 'Rock' Torrey (John Wayne), who is nonplussed to find that his executive officer, Liz's husband Paul Eddington (Kirk Douglas), has overslept reveille, the latest of a number of blemishes on his record that (along with his mounting alcoholism) can be laid to his unhappy marriage. He tells Eddington to 'fish or cut bait' and gives him one last chance to pull himself together. Eddington apologizes for his conduct, but is left wondering what Liz has gotten herself into in recent hours. In Pearl Harbor, Mac reports for duty as Officer of the Day on his destroyer, the U.S.S. Cassiday. With some consternation, he reads a radio dispatch from the destroyer U.S.S. Ward, which has depth-charged an unidentified submarine contact much too close to Pearl for comfort. Torrey's ship has received the same message; he orders alert status, then general quarters when one of his lookouts sights several large formations of planes flying over Oahu. The Japanese surprise attack is only minutes away. One formation flies over and strafes the beach where Liz Eddington and her lover are awakening, and they make a hasty escape back towards Pearl. As they hurtle around a curve, a truck barrels toward them in the wrong lane from the opposite direction, and the head-on collision sends them both plunging in flames off a cliff to their deaths. As nearly 350 Japanese aircraft descend on Pearl Harbor, an emergency sortie signal is sent to all ships; Mac, without waiting for his C.O. or further instructions, orders the Cassiday with cool-headed authority to get underway at once. The captain and executive officer give chase aboard a torpedo retriever, but Mac, knowing any attempt to stop and bring them aboard will render the Cassiday a sitting duck, ignores their shouts and plows out of the harbor at high speed. The Cassiday is one of not a dozen cruisers and destroyers to escape the harbor as the battleships and aircraft are decimated by the Japanese planes, much to the dismay of Admiral Kimmel (Franchot Tone), once he receives a situation report from his flag lieutenant. Torrey, meanwhile, gives orders for all outbreaking ships to group with his cruiser and reports his force strength to headquarters. It is a woefully small squadron of four cruisers and eight destroyers, a sneeze at a typhoon. Vice Admiral B.T. Broderick (Dana Andrews) urges Kimmel to position the force against a possible invasion, but Kimmel decides instead to have Torrey seek out and engage the Japanese. The orders are met with surprise and some anticipation by Torrey and his officers, who request underway refueling the following day. The morning of December 8 brings them nothing but an empty fleet oiler heading for home, leaving the task group without enough fuel to last half the day. Weighing his options, Torrey decides to cease zigzagging despite the known submarine threat. Not long thereafter, the American force is stalked by a Japanese submarine which is detected by the Cassiday as it approaches. Mac orders pursuit and depth-charging while Torrey orders zigzagging resumed. But the submarine gets into firing position and puts two torpedoes into the cruiser, causing severe damage in the engineering section and breaking Torrey's arm when he is thrown off his feet. Eddington goes below to take charge of damage control and finds the engineering deck a shambles of fire and out-of-control flooding. As DC parties scramble to save the ship, the Cassiday continues depth-charging, reporting a positive kill. Torrey orders all ships except the Cassiday back to Pearl Harbor, and conferring with Mac by megaphone, remembers him well from his days at the Naval Academy. Eddington reports the main damage under control as Mac complies with Torrey's request for a tow. A few days later, Torrey, his arm set and casted, reports to Admiral Kimmel's office where he is relieved of command for jeopardizing his force. He is reassigned to a desk to route convoys over his contention that the admiral's orders rendered the group 'expendable'. In the meantime, Eddington has learned of Liz's death and identifies her and her belongings at the Honolulu morgue, also learning of her companion's attachment to the Army Air Corps. In a rut of shock, he goes to a bar where he is offered a drink by another AAC officer who unwittingly rubs salt in the wound. The resulting brawl lands Eddington in the brig, where Torrey later arrives to have him released. They part ways in the sight of a new cruiser going to sea to replace their drydocked vessel - a baleful metaphor for the drydocking they both face. Three months later, Torrey's arm is pronounced healed by the X-rays of a nurse lieutenant named Maggie Haynes (Patricia Neal). His roommate, Commander Egan Powell (Burgess Meredith), a reserve intelligence officer, offers to celebrate at a social gathering in the Oahu hills. There, Torrey has a chance encounter with Maggie, who startles him with news of his estranged son - Jeremiah Torrey (Brandon De Wilde), now a reserve ensign who has been dating Maggie's roommate, Annalee Dorne (Jill Haworth). Torrey confesses that he has been divorced and not seen Jere in eighteen years. By the time Maggie drives him home and advises him that she's on temporary assignment, they have taken an obvious liking to each other. Torrey discovers that Jere is attached to a PT boat squadron in Pearl and goes to visit him, where they have a strained reunion; Jere lets it slip that he is about to be reassigned to Admiral Broderick's staff in preparation for an upcoming offensive called 'Skyhook'. Jere will be assistant to former Congressman Neal Owynn (Patrick O'Neal), serving in the Naval Reserve as Broderick's public-affairs officer. After a couple of weeks, a cheerful Powell arrives at Torrey's office, quietly letting on that he has been in Washington for the past ten days. Torrey takes him to lunch, and seeing Jere and Owynn sitting at a nearby table, takes the opportunity to ask Powell about Skyhook. Powell immediately puts a top-secret lid on it but is not surprised to discover that Owynn has been doing too much talking on Broderick's behalf. That evening, Torrey and Jere run into each other at Maggie and Annalee's apartment; there Maggie and Torrey remain while Jere and Annalee go to dinner at Owynn's house. As the evening wears on, Maggie and Torrey open up about each other's past of failed marriages and occupations chosen or unchosen. In the meantime, Owynn, obliging Jere's wishes, slips silently away to allow Jere a subtle run to second base. Annalee, wary of Owynn's disappearance and Jere's advances, puts the date - and their relationship - to an abrupt end. Torrey returns to his office after several days to find Powell waiting with a 'private little job': the routing of three hot and heavy convoys to a former Free French naval base on the island of Toulebonne in the South Pacific. Torrey figures out the Skyhook strategy, and explains to Powell that Broderick could use one of three nearby islands as a staging base to hit at a large island named Levu-Vana, whose central plain would make an ideal roost for B-17 squadrons. Powell wordlessly covers up the charts and leaves. Torrey arrives home that night to find Maggie sitting on his front steps; he invites her inside, where she regretfully tells him that her unit is being shipped out. Torrey, knowing where she's headed, calls on Powell to bunk out for the night, whereupon Maggie slips her shoes off in a classic 'fade to black' scene. Three weeks find the convoys safe and sound at Toulebonne, where Paul Eddington has been stationed since January overseeing piers and warehouses. Pursuant to a written request from Torrey, he boards the nurses' transport and asks to speak to Maggie, and welcomes her and several other nurses with flower chains, a basket of bananas and a hidden bottle of liquor. Maggie introduces him to Annalee and he immediately takes a shine to her. He gives Maggie the unexpected news that the convoy is due to shove off again that night for Broderick's advance base on Gavabutu, as 'that's where they're gonna need nurses'. Back in Hawaii, Torrey visits Beverly McConnel at her civil air defense post to give her the unpleasant news that Mac is MIA. She tearfully reads him a letter from Mac, written with his morale at a critical low, describing incessant air attacks on the Cassiday and the overall poor quality of Broderick's command, which has stalled the Skyhook advance and riddled the morale of the troops. Not long afterward, Torrey is summoned to a dinner party at Admiral Nimitz's quarters - and is shocked but pleased to find that the party is in honor of his promotion to rear admiral. Admiral Nimitz (Henry Fonda) tells him that he was correct in his guess at the Skyhook strategy, and awards tactical command of the operation to Torrey, effectively displacing Broderick from the action (or lack thereof). Broderick is incensed, and agrees with Owynn's suggestion to place a 'liaison officer' on Torrey's staff to keep him discreetly informed on Torrey's intentions, naming Owynn as that officer. Eddington arrives at Broderick's headquarters (having spent the past few hours at a whorehouse), and himself receives a surprise promotion to captain and an appointment as Torrey's chief of staff. Torrey and Eddington reunite on Gavabutu three days later and meet the rest of the staff, along with Australian coastwatcher Clayton Canfil (Stanley Holloway) and a ready and willing battalion of Marine paratroops. Their base almost immediately comes under a Japanese air raid and they make a mad dash for the command shelter, where Torrey outlines his plan to divide and conquer Gavabutu in three sections. At the all-clear, the staff scatter to their duties, and Eddington surreptitiously dismisses Owynn and Jere to prevent them from listening in on a scheme to procure additional transport planes. Torrey goes to the base hospital to visit Maggie, promising her that they'll make time for each other out here. The following Sunday, the Marines parachute into an open meadow on the north side of the island as an amphibious force lands on a northwestern beach, and a battalion of Marines, led by Canfil, crosses the mountains on foot. Torrey accompanies the paramarines aloft, ordering his plane's commander on a 'sightseeing trip' to overfly the mountains and deliver a change of orders to the foot battalion. Back at his HQ, Broderick, having arrived in the company of a group of war correspondents from Toulebonne, demonstrates a too-concise knowledge of the details, leading Eddington to suspect that Owynn has been quietly feeding him information. When Torrey returns, he is informed by his operations officer that the operation is well ahead of schedule - the Japanese garrison abandoned Gavabutu the previous night, presumably to reinforce Levu-Vana. He reports as much to Broderick and the correspondents, who are frustrated with the limited information Torrey gives them. Jere, earlier confronted by Eddington about his role in ratting on his father, renounces it in his newfound respect for him. Eddington later confronts Owynn as well, coercing him through harsh physical contact into returning to Toulebonne with Broderick. Owynn threatens a court-martial, but Jere, the only witness, refuses to bear him out, choosing instead to be transferred back to PT boats and remain under his father's command. Canfil returns to HQ from his guidance of the Marine battalion, and is promptly asked by Torrey and Eddington to reconnoiter the Japanese positions on Levu-Vana. He volunteers to go ashore alone with his intimate knowledge of the island and map the enemy emplacements. He is put ashore by a submarine under cover of darkness, sneaking into a Japanese camp and eavesdropping on a sake party. The next morning, Jere, back on duty with the PT squadron, is delivering mail to the hospital when he meets Maggie and Annalee; the latter shows him to the mail room, and old flames between them are rekindled, leading to an engagement to marriage after the war. Elsewhere in the world, other flames are fanned - Mac McConnel and the survivors of the Cassiday have been rescued and returned to the States for a month of survivors' leave. Beverly meets him in a passionate reunion at the pier in San Francisco, where he announces his promotion to lieutenant commander and his post-leave assignment as Torrey's flag secretary. Back on Gavabutu, Annalee, who is accompanying Eddington and a group of other personnel to a beach party, is warned by Maggie to be cautious around him, but insists on having a little fun. Maggie's warning is well warranted, for when Annalee separates from the group to go for a swim, Eddington follows her and watches from the beach. When she emerges from the water and tells him she's engaged, his reaction is less than rational - he flings her clothes out of her reach and rapes her, out of sight of the others. In her desperate attempt to fight back, she leaves her mark on his face, and it is noticed by Powell a couple of days later when Torrey and his staff put out to the harbor to meet his old ship, which along with several other cruisers and destroyers has just anchored at Gavabutu. Eddington dismisses the mark as 'just a friendly wound.' Aboard their old cruiser, Torrey and Eddington brief the senior officers of the task group on the planned invasion of Levu-Vana when they are interrupted by Canfil, just returned from his recon mission. He has painted a grim picture of the stronghold under construction, from tanks and troops to pillboxes and a nearly-completed airfield. Then he delivers the grimmest report of all - the Japanese are assembling a task force of their own at their nearby Cape Titan base. Torrey discusses options with his staff, deciding eventually that their best choice is to try and get a long-range recon plane from Pearl Harbor. In San Francisco, Mac McConnel returns from fleet HQ with ill tidings for him and Beverly: he has orders to proceed immediately to his new assignment on Gavabutu, despite having spent less than half of his leave. Beverly bursts into tears, lamenting that she may not get him back this time, and asks him to leave her with a baby. The rains are hammering Gavabutu and vicinity when Maggie returns to her barracks to find a note addressed to her. It is from Annalee - who has overdosed on sleeping pills, fearing pregnancy from the rape and being disbelieved by Eddington. Maggie desperately attempts to rouse Annalee, but finding that it's too late, she calls Torrey, who is discussing with Eddington and Powell the failure to secure a recon plane from Pearl. At Eddington's query, Torrey somberly tells him what has happened, leaving Eddington guilt-stricken as he heads for the nurse barracks. Maggie, boiling with anger, tells him the gist of the note, and Torrey promises to tell Jere personally before telling Maggie that Skyhook is starting very soon. She flings a farewell embrace on him and rushes away, as Torrey returns to HQ with his personal matters now weighing almost as much on his mind as his command responsibilities. First thing the next morning, Eddington dashes to the airfield and orders a long-range naval bomber prepared for him; he lifts off without telling a soul. Meanwhile, Torrey heads over to the PT boat base on the other side of the island, where he tells a grief-stricken Jere about Annalee and bids him farewell. He then repairs to HQ, where Mac has just arrived from Toulebonne, and sends Powell in search of Eddington before taking in a weather forecast. At the airfield, Powell finds out about Eddington's flight and summons Torrey and company, who arrive just as the radio operator makes contact. Eddington reports his position southwest of Cape Titan, but stops short as he sees a large task force heading south away from the cape. Ignoring a group of nearby Zero fighters, he drops out of the clouds for a closer look, counting twelve destroyers, four cruisers, and one gigantic battleship which he soon identifies as the Yamato - the largest and most heavily armed warship in the world. The Zeroes pounce on him again, and he has no time for evasive maneuvers before he and the bomber are destroyed. With the death of his best friend now compounding his concerns, Torrey dampens all optimism by concluding that the task force is headed straight for Levu-Vana to reinforce the land garrison. He decides to proceed with the invasion and then put back to sea with his own task group to try and stop the Japanese force at all costs. McConnel asks about a recommendation for a posthumous award to Eddington, but Torrey declines it, knowing that Eddington was trying to atone for his part in Annalee's death. Following the invasion, Torrey's cruisers and destroyers head for open sea to search and engage. They are unable at first to locate the enemy until they determine that the enemy is running through the narrow passage between Levu-Vana and neighboring Toko-Rota. Torrey orders the passage mined and the PT boats put in position. While waiting for a first report, he has a quiet conversation with Powell about battles at sea and the fear experienced by all men who take part in them - even admirals. All too soon, the Japanese reach the mine field, where several escorts are hit and disabled, prompting the PT boats to go in with guns blazing. The Japanese fight tooth and nail, and Jere, whose skipper is hit and killed by shrapnel, takes over command of his boat and manages to hit a heavy cruiser with two torpedoes before his boat is rammed and sunk by an enemy destroyer. The Yamato emerges from this stage of the battle unscathed. In the morning, amidst an unnervingly silent lull, Torrey receives the casualty report and is visibly devastated by the news of Jere's death in action. He is quiet but intent as he orders the destroyers to lay a smoke screen and prepare for the final engagement. The destroyers lay the screen as the cruisers turn broadside, lock and load, taking the first shots against the Japanese force. Many of the enemy escorts are hit hard; even the Yamato is lightly damaged, but presses on through the attack. Torrey orders evasive maneuvers as the Yamato opens fire. In spite of a number of hard course changes and pitched counterfire, the Americans are hopelessly outgunned, and the Yamato ultimately wrecks seven of their ships - Torrey's included. With the captain and bridge officers of his flagship killed, he attempts to take command but is hit and severely wounded by shell fragments from a magazine explosion. Mac, however, has stuck with him and gives the order to abandon ship, getting him into the water and onto a life raft. Torrey is in a coma for almost three weeks before he awakes aboard a hospital ship a day away from Pearl Harbor. His attending nurse summons Maggie, who rushes to his room to help him come around. She tells him all that transpired after he was knocked out - that he has lost his left leg and Mac is the only survivor of his staff. Torrey is all but traumatized, believing that he survived while the rest of his command was decimated to no good purpose. The next morning, with the hospital ship moored, Mac visits Torrey, telling him that the Japanese force turned tail and rushed back to Cape Titan for no fathomable reason. Admiral Nimitz comes aboard, and Torrey believes a court-martial is imminent until Nimitz sets him straight: he successfully turned back the Japanese task force and allowed Skyhook to take off, and the Japanese troops on Levu-Vana are now cornered. He further informs Torrey that he will be back in the Pacific theater on an artificial leg and commanding a new task force. Enlightened, Torrey drifts back to a well-earned sleep with Maggie watching over him.

The movie opens with title and credits shown with the Earth over a star field background. We zoom in on the Earth, and then fade to a pastoral scene of a park with a lake in the small town of Norrisville. A car drives up a two-lane road and pulls into the parking lot of the local bar and restaurant, King's. Two men exit the car and approach the entrance and we hear music coming from inside. They see a man and woman necking in a car. Five drunk men sit at a table. It is a bachelor party of sorts for Bill Farrell (Tom Tryon). He is getting married the next morning, so he leaves early. Sitting next to Bill on his right is his friend Sam Benson (Alan Dexter) and on list left is Mac Brody (Ty Hardin as Ty Hungerford). He reminds Bill that seeing his fiancé before the wedding is bad luck. Harry Phillips (Robert Ivers) jokes that Bill is such a nice guy, It's a shame it has to happen to him. Bill gets in his car and drives off to see Marge. He drives along the lake and sees a body in the middle of the road and stops. He gets out of the car, sure he hit a person, but there is nothing there. He observes, "I didn't think I had that much to drink." A strange, glowing arm with three pointed fingers touches his shoulder. Bill turns around and recoils at the sight of a very strange humanoid alien (an uncredited Charles Gemora). Bill sinks down along the front fender of the car to the ground and is enveloped in a dark, billowing cloud. When the cloud disappears, so does Bill. It is morning and we are in the wedding chapel. Mrs. Bradley (an uncredited Mary Treen), the mother of the bride enters the room with flowers and humming the Wedding March, much to her daughter's annoyance. Marge (Gloria Talbott) is anxious as Bill has not arrived for the wedding. Bill walks in and apologizes for being late. After the ceremony the couple exits the Wee Kirk Wedding Chapel and gets in the car. The well-wishers throw rice. Marge throws the bouquet and Helen Rhodes (Jean Carson) catches it. She wants to marry Sam and intends to soon, if she can get him to the altar. As Bill and Marge drive past the lake the alien watches them. Bill almost hits another car on the road. He "forgot" to turn on his headlights. When Marge innocently asks about the mishap, he snaps at her. They arrive at their honeymoon hotel near the ocean. Bill forgets to open the door of the car for his new wife. She tells Bill, "I know you've been absent-minded lately, but you can't have a honeymoon without a bride." They share glasses of champagne. A storm brews outside as the couple prepare for bed. Marge is starting to think something is strange with her new husband. Marge goes inside and Bill stays outside to watch the storm. A flash of lightning reveals it isn't Bill, but a hybrid of Bill and the alien he encountered on the highway. One year later Marge composes a letter to her mother. She complains that she is both frightened and bewildered. "Bill isn't the man I fell in love with. He's almost a stranger." Marge decides not to send the letter. Sam and Ted Hanks (Chuck Wassal) are sitting in a bar and talk about not seeing Bill Farrell any more. Sam gets his coat and tells the bartender, Max Grady (Max 'Slapsie Maxie' Rosenbloom) that he is a home-wrecker. Sam starts to walk home, but he feels ill and wanders into an alley to puke. He hears a strange noise and turns to investigate. He falls backwards in shock and is enveloped in a roiling black cloud, and like Bill, when the cloud disappears, so does Sam. Marge looks at an X-Ray of herself and complains, "That doesn't look like me at all." She is meeting with Dr. Wayne (Ken Lynch). She saw the doctor to find out why she hasn't been able to get pregnant. The doctor admits he and his wife, Doris, took five years to have their first child. Before Marge gets out the door, Dr. Wayne asks, "Why don't you have Bill come in and see me." Marge stopped at a pet store and placed the cage in her car. A car honks its horn and pulls up behind Marge. Helen Rhodes pulls up with Sam Benson. She announces she and Sam are to be married. Marge drives home and gets the cage out of the car. Bill is outside and calls to her, spoiling the surprise. She pulls the cover off the cage and the dog growls at Bill. The dog snaps at Bill when he puts his hand near the cage. Bill tells Marge that perhaps dogs don't like him, but she reminds him he's had dogs all his life. Bill tells Marge to put the puppy down in the basement. Later that evening Bill goes into the basement. The dog is just as aggressive. Bill reaches out to the dog and kills it. Marge runs to the basement to check on the noise. Bill tells Marge the puppy is dead. When Marge asks how, Bill lies and tells her, "Well, he must have strangled himself. I think his collar was too tight." Marge tells Bill she saw Dr. Wayne today. She tells him she wants children and Bill should see the doctor. The doorbell rings. Marge answers it. It is Sam and he wants to see Bill. They talk briefly, and Marge excuses herself and walks upstairs. Alone, Sam reveals himself to Bill. He asks Bill, "Did you make many mistakes at first?" Sam admits he likes the pleasures humans enjoy, despite the stupidity, bad design and short life span. Sam finally gets to the point, "They've improved the methane reservoirs in these bodies. You're due to report to the ship tonight." Sam reveals his alien/human hybrid face. A police car pulls up a street and stops. Officer Schultz (Jack Orrison) asks his partner, Officer Frank Swanson (Peter Baldwin) if everything is ok. They see a drunk in the alley and go to investigate. Swanson hits Schultz, and then he and the "drunk" carry him out of sight up against a wall. The cloud envelopes Officer Schultz. It is clear now that many of the men in town have been abducted. After checking on his wife, Bill leave the house. He is unaware that Marge has seen him leave. She grabs a coat and slips it on over her nightgown. She follows her husband. The sound of a screeching cat draws her attention. Bill wanders back to the ship with Marge closely behind. She follows the sounds of foot falls in dry brush and spots Bill. She sees a black vapor exit her husband and an alien materializes. The glowing alien walks into a spaceship. Bill remains standing and Marge walks over to him. He is unresponsive and when she touches him, he falls backward, his eyes staring into space. Marge runs. She wakes in the gutter in town. She is drawn to the noise in the bar. She tells Max Grady the Bartender she just saw a monster. Sitting and leering is Weldon (James Anderson) and he instantly takes an interest in Marge. He thinks she is drunk or having the DTs and comments to Max, "Funny thing. She didn't look like a lush." Francine (Valerie Allen), the town hooker walks over and talks to Weldon, but he expresses no interest. Marge stops two policemen (Swanson and Schultz) in their car and asks to see Chief Collins (John Eldredge). Collins offers her a cookie and pours her a cup of coffee in his office. He listens sympathetically and assures her she is sane. But he doesn't believe in the aliens invading the Earth. He convinces Marge to go home and pretend everything is fine. He asks Swanson to take Marge home. Collins walks over to the window. A flash of lightning reveals his true nature. At home, Marge walks slowly into the living room. Bill is there, in the dark, and turns the lamp on. They walk upstairs. It is Sam's wedding day and the rehearsal is underway. Bill is acting as Best Man, and Marge is the Matron of Honor. Marge asks to speak to Helen. Marge begs Helen not to marry Sam, not today, but sometime later. Marge is not specific, and Helen ignores her suggestion. Bill walks in to tell Helen she is needed outside. Weldon has Marge Farrell's address and walks over to her house. Inside, Marge is looking for a lighter. She asks Bill why he isn't drinking. Bill comments that Marge has changed over the last few weeks. She avoids his presence, and his touch. Bill looks out the window and see Weldon. Suspecting something, he mentally summons Officers Schultz and Swanson to the house. They confront Weldon and arrest him. Weldon admits he's been sniffing around Marge. He pulls out a gun and shoots Swanson point blank three times. Schultz cold cocks Weldon. He asks his partner if Weldon is any use to their cause. Frank shakes his head, no, so Schultz kills the man with his service revolver. The shot wakes Marge. She and Bill talk, he admits he's learning. Bill leaves the house. Francine is on the move at the bar. Bill, Sam and Harry sit and stare at their drinks while they talk. They discuss pretending to be human. Harry thinks they are disgusting, but Sam admits he like them. Sam reveals the ultimate goal of their visit to Earth, "Look, Harry, our scientists are working on a way right now to mutate human female chromosomes so we can have children with them." Max notices the three men haven't touched their liquor and confronts them. He hits Bill twice, but Bill is unfazed and responds by putting his hands in his pockets. Max is surprised and a little scared. Max stares at his bloodied knuckles. Francine decides to leave the bar. She adjusts her nylons, then saunters down the street. She sees a hooded figure staring into a toy shop display window. She tries to attract a potential customer by asking for the time. The hooded figure refuses to answer Francine. It finally turns to face her and she is shocked. She runs away screaming. The figure points a weapon at her, fires, and she disappears into a glowing mass. Several couples are enjoying a picnic in the park. Ted Hanks teases his wife, Caroline (an uncredited Darlene Fields) about her throwing arm. Helen and Sam are out on the lake in a row boat. Sam falls overboard, and Ted comments, "Oh, he can swim like a fish." Marge notes that he is not swimming. Ted dives in to rescue his friend, while the rest of the men stand and stare. Helen dives in after her new husband. On shore, Doctor Wayne gives Sam oxygen, but instead of reviving him, it seems to kill the man. Helen spends the night with the Farrells and Marge checks on her before walking downstairs. She goes back to see Capt. Collins. Collins warns Marge about her delusions. Marge tries to call Washington, D.C. on a pay phone, but can't get through. She walks over to the Western Union office and talks to Mr. Potter (an uncredited Tony Di Milo). She fills out a telegram form to the FBI, pays the fee and walks away. She sees, through the window, that Potter tears up the form. She tries to drive out of town but is stopped at a road block. Swanson claims the road was washed out. At home, Marge sits on the couch in the dark. When Bills asks her, "How about some light?" She tartly replies, "You don't need any." She finally confronts the Alien Bill and tells him, "I know you're not Bill. You're some thing that crept into Bill's body. Something that can't even breathe the same air we do. Sam died because oxygen was forced into his lungs." Bill tells Marge he comes from a planet in the Andromeda Constellation. Their sun became unstable so they built a fleet of space ships to get away and that all their females died. He reveals their plans to breed with human females. Marge reveals all to Dr. Wayne. He believes Marge and comes up with a solution for finding human men. He needs help. Ted walks over to announce his wife delivered twins. Dr. Wayne recruits the men waiting in the maternity ward. Marge returns home. Bill is waiting in the living room. The posse of men arrive on the road to the field where the spaceship is located. One man, Charles Mason (Steve London) brings his hunting dogs. They take the path and fan out to search. Bills calls Chief Collins on the phone to inquire about his wife. Bill easily knocks down the door to their bedroom. The posse approaches the ship. A strange detector, a series of pipes and cylinders, scans the area. As Bill shakes Marge, demanding to know who she spoke to, he senses the approaching danger to his ship. In fact, all the alien imposters know and respond to the danger. Bill tells Marge, "So your friends are attacking our ship?" The ship opens and a couple of aliens exit. Bill gets into the police car and returns to his ship. Dr. Wayne and Mason fire at the aliens, but bullets enter, and the wounds instantly seal up. The posse retreats, but Mason releases his dogs. One of the dogs pulls the aliens breathing tube off. It bleeds from the wound, and the creature falls to the ground. The other dog attacks an alien in a similar fashion and the alien is also killed. The men return and stare at the alien body that disintegrates into a pile of gel-like goo. A small explosion destroys their ray gun. The posse enters the ship. Suspended above the floor are the real humans. They are attached by wires to small machines on the floor. Collins, Bill, Sam, and the two police officers are along one wall. Five more men are on another wall, and they include Harry and Mac. Dr. Wayne concludes, "Electrical impulses from the real human bodies must give the monsters form and shape, even memories." Dr. Wayne disconnects Officer Schultz and his corresponding alien falls to the ground and turns into the gel-like goo in clothing. As Dr. Wayne disconnects more humans, more aliens are stopped. Alien Bill realizes the mission has failed. Alien Capt. Collins reports on a battery shaped device, "Earth mission has failed. They're alerted and dangerous. Suggest continuing on to another galaxy. Total personnel lost." With his human plug pulled, Alien Collins collapses in his office. He finishes his report, "Destroy scout ship." He then collapses and turns into the gel-like goo. As the posse removes more men, Marge approaches the Alien Bill. He tells Marge, "Your people have won. That makes you happy, doesn't it?" Bill's plug is pulled and his alien counterpart collapses and writhes in pain. His body turns into a Jello-like goo. The real Bill calls to Marge. He smiles and they embrace. The ship explodes, and Marge and Bill embrace. We close with a scene of the Earth in space and a fleet of flying saucers traveling away.

Two brothers and one bride fight amid carpetbaggers in Texas. Former dance hall girl Lorna, masquerading as a lady, meets and marries Confederate ex-officer Colt Saunders, returning to his rich Texas ranch. Everyone there is enchanted with Lorna. But the carpetbag government is set to grab all the big ranches, unless the ranchers (led by Colt) decide to fight. And one of the carpetbaggers knows Lorna's secret. —Rod Crawford <puffinus@u.washington.edu> After the American Civil War, Captain Colt Saunders returns to Texas to his homeland Bar S Ranch, which has belonged to his family for generations. While in town, he has an incident and meets the former gal from St. Louis Lorna Hunter and without knowing her past, he immediately proposes and gets married to her. When they arrive in Bar S, he meets his brother Beauregard 'Cinch' Saunders, the black-sheep of the family that lost one arm in his childhood and blames Colt for the accident. Colt has problems with the commissioner Harrison of the corrupt provisional government of Texas, and the situation gets worse when one of his men identify Lorna as "a flower of the Old South with whom he used to skip around with back in St. Louis". Colt has to deal with problems with the corrupt representative of the government that is collapsing, with his rancorous brother, with his pregnant wife and with his closest friend Innocencio Ortega. —Claudio Carvalho, Rio de Janeiro, Brazil