After Dr. Bennell & Becky escape from the "pod people" inside a cave, Dr. Bennell starts to hear music which he thinks might mean that there are still some non-pod people around. But when he goes over to see, he sees that it is actually a ship filled with pods. When he returns to Becky, he eventually finds out that she also has been changed or converted to a pod person in the few minutes that Dr. Bennell left her. Dr. Bennell then goes running for his life as the pod people chase him. He then finds a highway where he tries to warn the people driving to stay away from the town. The film then returns to the institution, because in the beginning of the movie, Dr. Bennell was carried in because he was raving about his story. Just as the doctors of the institution are about to have Dr. Bennell locked up, someone comes by saying that he spotted giant pods earlier, proving Dr. Bennell's story. Everyone then starts picking up phones and calling the police & FBI and more to tell them about what has been going on and to hopefully stop the pod people.