The Outer Limits (1963–1965): Season 1, Episode 31 - The Chameleon - full transcript

To save Earth from invasion, scientists alter a human into a replica of one of the aliens. The human subject Mace is a remorseless killer, who easily adapts to any personality required. Giving up his body and life means little to him, he relishes this ultimate test of his chameleon powers. But how much loyalty will the vicious Mace have to his fellow humans ?

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You are about to experience
the awe and mystery

which reaches from
the inner mind to...

Attention.

If you can understand us,
please listen.

We are again asking you

to come out
and meet with us.

You will not be harmed.

Repeat... you will not
be harmed.

Please come out.

The race of man
is known for its mutability.

We can change our moods,
our faces, our lives

to suit whatever situation
confronts us.

Adapt and survive.

Even among the most changeable
of living things,



man is quicksilver...

More chameleon-like
than the chameleon,

determined to survive

no matter what
the cost to others

or to himself.

Don't you ever
go to sleep?

Do you?

I tried, but I only
have bad dreams.

You want some coffee?

No, thank you.

Well, what idea
do you people have now?

Sir, I think it would
be most advisable

for you to call off
your plan.

Leon, we've been
through all that.

It would be
a tragic mistake

to start shooting now.

Please.

An intelligence agent
preaching ethics

reminds me
of Dr. Johnson's line

about the dog walking
on his hind legs...

"it isn't done well,

but you're surprised
it's done at all."

General, I wish
you would listen to me.

Leon, I don't wanna
hear it.

Please understand
my position.

I'm a soldier,
and all I know

is that there are some
creatures inside that thing

who are both
cunning and brutal.

A dangerous combination,
and doubly so

because we don't know
to what end

they intend to use their
cunning and brutality.

How do you know that

they have any end
in mind at all?

They must have.

Not everyone has
an ulterior motive.

They didn't
come here to picnic...

And the way they
destroyed that patrol.

They might have been
frightened by them.

It's unfortunate,
General,

but you can't
declare war

over the loss of
a few men's lives.

Not on this Earth.
Not anymore.

There's got
to be another way!

Is that why you came here
at the crack of dawn?

To try to sell me that insane
scheme of yours again?

Only an insane scheme

has any chance
of working right now.

Do you know what I think?

I think you people
joined intelligence

because you haven't gotten
over wanting to play games.

Well, I can't afford
to play games.

We haven't been able to
establish contact with them,

and that leaves me
no choice.

At 0700, if we haven't
heard from them,

we destruct.

Well, then you better
be prepared for an explosion

that will destroy
half this state.

What are you
talking about?

That spacecraft,
or whatever it is,

contains
fissionable material...

Maybe fuel,
maybe weapons...

But enough
to make Hiroshima

look like a bonfire
if it's hit.

Where do you get
this information?

From the Caltech people.

Here's the report.

Well, that's
one nightmare

I didn't have.

Have I your permission
to go ahead with my plan?

Oh, it's just
too incredible.

Any case, you'd
never find anyone

who'd volunteer.

Once he finds out
exactly what

the job involves...
I mean, exactly...

No man would want
to risk his life

in quite that way.

Oh, I have my man.

I've had him all along.

Leave it here. I'm not
finished with it yet.

We want to talk.

Talk.

Not here.

Talk here in the company
of good Tequila...

And warm music.

Toca, por favor.

I can't fix it.

I'm good with my hands,
but not that way.

All I can offer is money.

It's not enough, is it?

You haven't lost
your touch, Mace.

No.

Who were they?

Old enemies.

Old enemies
never forget.

You don't seem
surprised to see me.

Sooner or later, I figured
you'd want me again.

You usually do.

This is an unusual
mission, Mace.

You want to know
what it involves?

Whatever it involves,
no one else would do it,

right?

Can you leave now?

Any time.

Want to go pack?

It was spotted from
the air about 4 days ago.

We're still not positive
what it is,

but we do know that
it's inhabited. Watch.

They seemed to sense
they were being observed.

Now, they don't show
any hostility here,

but later that day,
an army patrol

was sent out
to investigate.

The men's bodies
were found nearby,

all but disintegrated.

Leon... kill that, please.

I just got this report
on your volunteer.

I am just
a little bit amazed.

General, I was going
to talk to you about that.

You intelligence people
operate in strange

and devious ways.

You found a derelict
for this job.

I've gone along
with you so far, but...

General...

I picked the man I thought
was best for the mission.

Best? Are you on some
kind of scavenger hunt?

Evidently,
that report of yours

is not very complete.

Oh, it's
complete enough.

He's been living
in the wilds of Mexico.

No occupation,
no background,

nothing to indicate
the slightest shred

of reliability.

General...

The man
I brought up here

used to work for us.

He worked for us
for quite awhile,

and I can tell you

that he is
very reliable,

and I know exactly
what he can do.

Unfortunately,
his identity

was exposed by
one of our links.

He was,
in our vocabulary,

compromised.

He could
no longer function

as an agent for us.

We're lucky
to get him back now.

Is that...

Mace. Lewis Mace.

I'm sorry
if I said anything,

but I can't worry
about stepped-on toes

at this minute.

I understand.

We have a crisis
on our hands.

Chambers has convinced me
that this plan of his,

insane as it sounds,
has a chance of working.

With Mace, it has.

Do you think he's right?

Do you think it's possible
for you to pull off

a masquerade like that?

Masquerade?

You do know what
you volunteered for?

No.

It doesn't matter.

It doesn't?

The mission calls for
an experienced agent.

There are very few
experiences I haven't had.

On the plane,
Mr. Chambers promised me

a new experience.

Whatever it is,
I'll welcome it.

Leon, the blinds, please.

Whatever it is,
Mr. Mace, it's this.

We don't know who
those creatures are,

why they're here,
or what they want.

We can't try blasting them
off the Earth

because our tests show that
there's nuclear material

inside that saucer
or whatever it is.

And we could be
blasting ourselves

off the Earth, also.

Now, there's
one choice...

Dangerous,
improbable maybe...

And that's to get
an agent inside

with a hidden
audio camera

and let him try
to transmit back

everything he can
to our monitors.

And that way, we can make
some sort of an evaluation.

Do you want
to hear more?

Go on.

Here's the most
extraordinary part.

As an agent, you've
had to meet the enemy

on his ground,
correct?

Yes.

Sometimes it's
a foreign country,

so you're given
a foreign passport,

a foreign occupation.

In short, a foreign life.

The trick is
to blend yourself

into alien surroundings

so you can carry on
without being noticed

by the enemy, right?

Usually.

Well, this mission
requires you to spy

on those creatures.

But to do it at all,

you'll literally have to
become one of them.

Is it possible?

It's possible.

Dr. Tillyard
has been working

with the space agency
on projects related

to the adapting of man
to new environments.

He can change you.

And afterwards,
bring you back.

I think I can.

We've learned
a great deal

during the last few years
about the nature of genes.

And we've been experimenting
in the field

of altering their structure
to produce new characteristics.

Come on. I'll show you.

Now, this monkey
is one of my subjects.

I basically
wanted to adapt

a tropical creature
with a polar climate.

Note
the protective coloring,

something that blends in
with snow.

Underneath
that coat,

there's a layer
of what we call

a lymphoid tissue,

which provides
sufficient insulation.

Also, he eats fish now.

Yeah. Wouldn't
touch a banana.

Dr. Tillyard can
give you a new life.

Beyond that, we can't
guarantee anything.

You'll be
in enemy territory

and on your own.

That must be
clear to you.

Perfectly clear.

If you agree, we've got
to get started immediately.

You can imagine
the panic

if the public found out
about those creatures

before we learned
how to deal with them.

I told you I agreed
before I came here.

I'm ready to start
when you are.

Come this way.

That'll be all for now,

until I make a breakdown
of this blood sample.

Put your arm like that.

Try not to be nervous.

You try, also, doctor.

Mace, you're
an extraordinary man.

Perhaps
the most extraordinary

I've ever known.

I was about to say
the same about you.

To have found
a way of changing

the human structure...

That's truly remarkable.

Well, maybe,
but it's safe.

I don't risk my life.

I have one capacity,
Dr. Tillyard.

The capacity
to survive.

You've survived
against mortals.

And dangerous ones,
no doubt.

But these are aliens.

The scales
are balanced, then.

We are aliens
to them.

I'll survive,
Dr. Tillyard.

And once again,
their spaceship,

or whatever it is,

is located right here
in this canyon.

Now, aside from
the bizarre problem

of your identity,

this mission is not
terribly different in form

from any other.

You'll be provided
with a cover story.

Oh, yes, a cover story.

If they're
advanced enough

to have
fissionable material,

they might just
possibly have

the ability to monitor
our broadcasts

and translate
our language.

Well, we want them
to listen in now.

Because we are going
to fill the air with talk

of having spotted another
creature in the area.

You. We'll pretend
to chase you,

and hope that they'll
want to give you refuge.

Once you're with them,

you will tell them that you
landed long ago on Earth.

Crash-landed.

You remember nothing
of your origin.

What little language
you know,

you picked up
from humans.

They may not buy it,

but they may think
about it long enough

for you to accomplish
your mission.

This is a replica
of their clothing.

You will have
an audio camera

hidden in here.

This will transmit pictures
back to our monitor.

We'll see everything
you see simultaneously.

You'll also have
a buzzer link in here.

If, on the basis
of what we view,

we decide
that we want

to try to destroy
these creatures,

you will be given
a signal.

2 short buzzes...

Like that. Got it?

You ready for him?

Ready.

You haven't asked me yet
how this transformation

is going to be done.

I thought I'd find
out along the way.

It might ease
your mind a little

to know something
beforehand.

The facts do have a way
of dispelling fear.

If you'd like
to tell me.

Well, we a scraping of
one of those creatures.

We found it under
the fingernails

of a soldier
on that patrol.

I now have
an exact picture

of their gene structure.
It's on that tape.

And I intend to reconstruct,
by supersonic sound,

that structure in you.

Every cell,
every organ of your body

will be changed, except,
of course, your brain.

Naturally, your mind and
memory must remain intact

if you're to carry out
your mission.

Naturally.

Now, you'll be returned
to us afterwards

by reversing the process.

Your genes have been
formulized, also.

And one tape will erase
the other, so to speak.

You mean to say
that... All I am,

everything that's me,

is on that
spool of tape?

That's right.

Whatever you do,
don't lose that, doc.

Now, would it be
such a heavy loss?

You know you can still
change your mind.

No one will think
the less of you.

No, General.
I've come this far.

It's not too late.

I don't think
you understand me, General.

I'm not interested
in becoming a hero...

Nor do I have an
overdeveloped sense of duty.

I'm doing this because...

I'm nothing more than
an instrument for action.

Mr. Chambers
knows that, also.

Between missions,
I cease to exist.

I am what I've done...

And that's
not always very pretty.

But being ugly is better
than being nothing.

I have no one.

I care for no one.

And I'm cared for
by no one.

So, all I have...

Is what I can do.

All right, Mace.

Start counting backwards
from 100.

100... 99...

98...

97...

96...

95...

94...

93...

91...

89...

Is he gonna fix the guitar?

Not one constructive thing.

What's he talking about?

Build something
for a change.

You'll be doing something
worthwhile now, Mace.

Will I?

What you're hearing now is
Mace's life being rewritten.

How long is this
going to take?

Not long now.

The regrouping
has begun.

Is he all right?

Let's ask him.

Mace, can you
understand me?

Are you laughing?

Mace, what is it?

You do look
a little peculiar, man.

This is XY-24.

I've spotted it.

Check coordinates 64-37.

Repeat... it's in the vicinity
of coordinates 64-37.

Seems to be heading
in the direction

of that ship
up there. Over.

This is General Crawford.

Don't let him
out of your sight, Captain.

If you can, try to scare him
back toward us. Over.

Visibility is good.

I'll do everything
I can, General.

I'm sending out
units now.

Keep this hot.
Stay on it.

Well, he's got
his cover story now.

If they'll listen.

There he is now.

It's approaching
the ship now.

Mace'll make it if anybody can.
He's the best man we've got.

Is that good enough?

Well, his camera's
functioning.

And he's still alive.

Why does he keep
laughing that way?

I don't know,

but it's as if he knew something
that we could never know.

Don't try to struggle.

You're imprisoned
in a force field.

Heh heh heh.

It's a good impersonation,
Earth man,

but we know who you are.

The way one of your dogs
can tell a cat.

You can understand
our language.

And the rest about you.
Your spur is fear.

Your answer is destruction.

Your people would destroy us,
and we have done them no harm.

You killed those men
on that patrol.

They tried to kill us.

Well, I'm not here
to kill you.

I have no weapons. I couldn't
kill one of my kind.

One of my kind...

I... I... I meant that.

You're not one of our kind.

I feel I belong here,
that I've been here.

It's useless.
The charade is ended.

I think I know what this
equipment does.

That's a weapon there.

And that's a sun converter.

You're guessing.

You come from a warm
yellow planet.

And you crash-landed here
when your converter broke down.

You can't know about us.

I do. It was your genes from
the fingernails of a soldier

that transformed me.

I'm part you.

We shall be back.

We wish to decide about you.

I advise you not to try
and escape this force field.

You might harm yourself.

He was guessing about
all that, wasn't he?

I don't know.

The brain cells shouldn't
have been affected,

but... this is the first time
we've experimented

on a human being.

Are you suggesting...

General, we may
be losing our agent.

Not through death,
but through defection.

We've tried to adapt him

to those peculiar
surroundings, sir,

but I'm afraid he may
be adapting too well.

In trying to combat
those creatures,

we may have contributed

one more to
their number, sir.

Perhaps our cellular blueprints
did produce you.

On our planet,
the altering of genes

is well within
our knowledge.

And so we've decided.

We will not harm you.

We have no wish
to harm anyone.

We wish only
to return home safely.

But we must insist that you
come along with us.

You want me?

The reason we did not
communicate

with any of your people

is because we were instructed
not to make contact

with any
destructive society

or leave them any trace
of ourselves.

Our advanced knowledge must not
fall into the hands

of someone who would
pervert it

or use it ruthlessly
for aggressive purposes.

You are, if only in part,

one of us.

You know what we know now.

And for that reason,

you cannot be left
on Earth any more.

Go to another planet?

It will be a new
experience for you.

And a rich one.

We do not mistrust
each other there.

And we do not live
in fear of war.

That's true. And I also know
something else now...

You have no atomic weapons
up there. Or on this ship.

No, we do not.

But we were able to affect
your instruments

so it would appear that way.

It was our only way of thwarting
an attack from you.

Will you come with us
peacefully?

We leave just as soon
as our spaceship is repaired.

My origin is on this planet.

I still belong here.

Do you?

I'm an agent.
Was an agent.

I was sent here
to accomplish a mission.

I have a life
to go back to.

What kind of life?

Is it a better one
than the life we offer you?

It's a life
I've learned to accept.

Accept...

Or resign yourself to?

Please don't make it
necessary for us

to force you.

We want you to want to
share our life.

What a trick on Chambers.

Heh heh heh heh.

What a wild joke.

Heh heh heh.

But he'll understand me.
He always has.

You'll come?

I want to.

We can use your help in
completing our repairs.

Come.

He can't go with them.

He can.

And maybe that's all right.

For Mace, maybe that's
all right.

You don't understand.

We have as much
to worry about

from them holding
something human,

even partly human,

as they do from us
holding one of them.

With Mace in their hands,

they'd be in the position
of knowing all about us,

all our strengths
and our weaknesses.

They'd be in a position
to blackmail us

or even conquer us.

Get me red line.

General.

No, Leon. I can't be
talked out of it this time.

There are no atomic
explosives on that ship.

That's clear now.

Now we can deal with 'em
the way we should.

But they may be
telling the truth.

They may be just that...
A peace-loving people.

There's too much at stake
to take that chance.

Mace is in there. You'd
be killing him, too.

I'm sorry about that,
doctor, I really am.

Mace's life is precious

and it's an awful thing
to sacrifice a man,

but we can't
trust the unknown

without asking for something
far more awful. Hello?

It's General Crawford.
Get me Colonel Stevens.

General, wait. Let me
try one thing first.

The buzzer. Let me
give him the signal.

But he's joined them.
What good would it do?

I'm counting on
a conditioned reflex.

Mace has never been disloyal
in all the years I've known him.

He has always
executed his mission,

no matter what the cost.

This may be
our last hold on him.

Stand by with
your artillery, Colonel.

I'll get back to you.
Go ahead.

Mace, you've done things
you've hated before.

You've never failed me yet.

No!

Mace... Mace.

Well, we've got
our man back.

I'll send some help.

That won't be necessary,
General.

No.

You were right.

You see how destructive
we Earth people are?

You are right.

Would you still have me
come along with you?

It's a long journey
to my planet.

It would be better
to make it with a friend.

Come.

Mace. Mace.
Come back.

This is General Crawford.
I order you to come back!

I'm sorry, General,
I can't obey.

Mace, listen.
They could use you,

get information about us which
could prove disastrous to us

if they wanted
to exploit or attack us.

No. I'm neither Mace
nor one of them.

But I understand them
well enough

to know they spoke the truth.

You can't go with him.

I can. I've completed
your mission.

I'm going to a warm
yellow planet now

where there's no need
for a man of brutal action,

where the Chameleon

no longer has to change
his coloring to survive.

Red line. Get me red line.

I want
Colonel Stevens. Hurry.

Colonel, signal
your artillery.

I don't want that ship to...

I don't want that ship
to be interfered with.

Did you get that, Colonel?
Let it take off.

I want no interference.

No interference.

A man's survival
can take many shapes.

And the shape in which
a man finds his humanity

is not always a human one.

We now return control
of your television set to you

until next week
at this same time,

when the control voice
will take you to...