"[repeated line; in voice-over] In the right situation, we are all capable of the most terrible crimes. To imagine a world where this was not so, where every crisis did not result in new atrocities, where every newspaper is not full of war and violence. Well, this is to imagine a world where human beings cease to be human."

"[last lines]"

"Don't fight, Carol. There's no need for it. All you have to do is nothing. That's all we're asking. It doesn't hurt. Watch. It's just like catching a cold."

"Veronica Cartwright - Nancy Bellicec"

"[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] Matthew. Matthew!"

"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."

"[after being transformed] 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."

"The rest of the world is trying to change people for to fit the world. I'm trying to change the world to fit people."

"Here I am, you pod bastards! Hey, pods! Come and get me, you scum!"

"Get some sleep"

"Watch out! They get you while you're sleeping!"

"Sleep ... Sleep ... and be born again into a world without fear and hate!"

"You'll never close your eyes again."

"From deep space..."

"The seed is planted...terror grows."

"Donald Sutherland - Matthew Bennell"

"Brooke Adams - Elizabeth Driscoll"

"Jeff Goldblum - Jack Bellicec"

"Leonard Nimoy - Dr. David Kibner"

"Art Hindle - Dr. Geoffrey Howell"

"Kevin McCarthy - Running man"

"Don Siegel - Taxi driver"

"Keep your eyes a little wide and blank. Show no interest or excitement."

"[voiceover] It started — for me, it started — last Thursday, in response to an urgent message from my nurse, I hurried home from a medical convention I'd been attending. At first glance, everything looked the same. It wasn't. Something evil had taken possession of the town."

"In my practice, I've seen how people have allowed their humanity to drain away. Only it happened slowly instead of all at once. They didn't seem to mind... All of us — a little bit — we harden our hearts, grow callous. Only when we have to fight to stay human do we realize how precious it is to us, how dear."

"[voiceover] Driving home, I had a lot of questions and no answers. How could Jimmy and Wilma seem so normal now? Surely I had done nothing to cure them. Maybe they wanted me to feel secure, but why?"

"[voiceover] Sick people who couldn't wait to see me, then suddenly were perfectly all right. A boy who said his mother wasn't his mother. A woman who said her uncle wasn't her uncle."

"[discovering that Becky is also divorced] Well, I guess that makes us lodge brothers now...except that I'm paying dues while you collect them."

"Carolyn Jones - Theodora 'Teddy' Belicec"

"King Donovan - Jack Belicec"