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Ben.
Ben, i...
Ben!
I'm gonna kill you!
This is sickening. Let's get Danny home.
No, no, I want to find out what happened.
I'm not tired anyway.
You'll be tired by the time we get home. Come on.
It's only two blocks.
It's three. It's a long walk for you.
You've seen enough.
Do you mind if my man covers it?
Go ahead.
Adams!
All right.
Hatfield.
Play the story down a little, will you?
First, al Martin, now Willard stiles.
Both of them torn to pieces the same way.
How? How do I play it down?
- Ever seen a panic? - Panic sells papers.
- You gonna show me the diary? - No.
- Look, lieutenant, you... Lieutenant!
Men have been through every room in the house.
The cellar, the back yard, no rats.
Okay. Tell them to check the rest of the houses on the block.
Will do.
What's so important about the diary?
Give us a chance to study it, will you, hatfield?
You didn't answer my question.
You don't listen too well.
Well, you'll start listening well tomorrow,
when you read the papers.
You gonna give that diary to the press?
Oh, yeah, of course. Socrates, Ben, Willard "king of the rats".
Come on, Joe. I'm not that crazy.
What have you got, cliff?
I wish to god I knew.
Kelly.
Keep an eye on the front of the building.
- Reade, take the rear. - Right.
Border patrolmen will take over at 6:00 A.M.
- You afraid of rats? - Nah.
They're easy to handle. Give them a chance,
they'll always run away from you.
I know that, you know that, but do they know that?
Every animal will run away if you give it a chance.
We're the only ones that keep coming.
Kelly!
For god's sake! Kelly!
Sir, the door was open.
The light was on and there were dead rats all over.
But all I was... all I saw...
I saw him, i saw him.
Now, take it easy, Kelly. Take it easy.
Yes. And then there was traffic.
There was traffic on the street.
And I heard some shots.
Okay, Kelly, thanks.
Come on, you guys, move!
Get the rest of those panels off!
Come on, Kelly, you give them a hand, too.
- Joe! Damn it! Joe! - What?
I wasn't talking to you!
Get that exterminator down here tonight!
I mean, tonight. Not tomorrow. Tonight!
I want this place gassed from top to bottom.
I don't want a microbe alive in here when they're through!
Yes, sir.
You wish to disclose something to the press, lieutenant?
Just what the hell would I say?
To start, you could tell me what the hell
you're hiding in that diary.
Hatfield, you won't believe it either.
Try me.
Willard stiles trained thousands of intelligent rats.
Don't put me on.
Don't run, Danny.
I know how fast I can go.
Come on, Danny.
(Alright)!-
mom can't sell dresses that look like that.
They look silly.
Well, lots of good dresses look silly.
Not that silly.
All right, critic.
There's a sandwich in your workshop for you.
Good deal.
I'll eat the sandwich, you try and fix the sketches.
- Where's Danny? - Workshop.
He should be in the house. I don't like him out there
- all by himself. Well, he's safe enough.
It is not safe. There are men all over.
Searching houses, police cars, exterminators, everything.
- Did he rest today? - Not much.
- So stubborn. - That's what's kept him alive.
He's trying to take his father's place.
That's what's kept him alive.
And you.
Maybe.
God! It's not fair.
I wish you had a chance to go out once in a while.
You don't have any life of your own anymore,
just the house and Danny.
He's my brother.
A girl your age is entitled.
Mother, we're a family. We'll make it out.
He's going to make it, mother.
He will.
♪ Start today you've been asleep too long a'
♪ start the day and sing a happy song a'
♪ smile, smile at everyone you meet a'
♪ and dance your way down each street a'
♪ oompa, oompa-oompa oompa, oompa-oompa a'
♪ oompa, oompa-oompa oompa, oom-pa-pa a'
♪ oompa, oompa-oompa oompa, oompa-oompa a'
♪ oompa, oompa-oompa oompa, oom-pa-pa a'
♪ start the day it's time to rise and shine a'
♪ off we go the world is looking fine a'
♪ get dressed up put on your Sunday best a'
♪ tomorrow you all can rest I
♪ Dee-da, Dee-da, Dee-da Dee-da, Dee-da, Dee-da ♪
♪ Dee-da, Dee-da, Dee-da Dee-da, Dee-da-da ♪
♪ Dee-da, Dee-da, Dee-da Dee-da, Dee-da, Dee-da ♪
Don't be afraid. Please.
Come on in. I wouldn't hurt you.
I wouldn't.
Come on, get your lunch.
Oh, oh, you're welcome.
Hey, we're talking!
Oh, my god! Oh, god!
Oh! Oh!
Why?
Never saw people look like that before.
I did once.
In a town of West Virginia.
They were bringing some bodies out of a mine shaft.
That was Sally Harper on the phone.
They're getting out of the city, going to their beach house.
The Harpers were leaving town anyway.
Sally's just being dramatic.
How can you be so complacent, Eve?
Police.
Uh, excuse me, ma'am,
have you seen any evidence of rats around here?
No.
I'd like to bring some men around tomorrow
to spread some rat traps and some poison.
- Is anyone going to be at home? - Oh, my daughter will be here.
Right. You're... You're Mrs. Garrison, right?
Yes. This is my daughter, Eve.
How do you do?
All right, thank you, Mrs. Garrison.
We'll be along sometime in the morning, miss.
Is there any danger?
No, just a precautionary measure, Mrs. Garrison.
See you tomorrow. Thank you.
I'll try to get back before dark.
Don't worry, mother.
And I'm not complacent about it.
Don't help me.
- I have a friend. - Who?
- A rat. - A rat? Where?
He had to leave. He had things to do.
Where was it? Where, Danny?
It wasn't a real rat, mother.
Sure was.
We talked to each other.
Never had a rat friend before.
- Maybe he was Ben. - Who is Ben?
That's the name of the leader of the rats.
There were some pages from Willard's diary
in the newspapers.
Ben, that's a nice name.
The man on the radio says there are millions of rats.
More rats in the world than people.
- They're getting bigger. - Danny, stop it.
The police will handle things, mother.
Maybe I ought to close the shop.
There's nothing in the shop the rats would want.
Nobody's buying anyway-
we'll just keep the food covered.
We'll be all right.
Let's take a rest, slugger.
Ben, the two of us need look no more.
We've both found what we were looking for.
With a friend to call my own,
I'll never be alone.
And you, my friend, will see,
you've got a friend in me.
Ben, you're always running here and there.
You feel you're not wanted anywhere.
If you ever look behind
and don't like what you find
there is something you should know.
You've got a place to go.
I left your dinner in the oven, mother.
Our new shipment came in just as I left.
Hemmed them myself. Elsie quit.
Oh, no.
It's almost nine o'clock.
Well let him finish playing, mother.
The doctor said...
A few minutes more or less won't make that much difference.
- What are you playing, Danny? - I made it up.
- It's for my friend. - Lt's pretty.
- What do you call it? - "Ben's song".
♪ >A' I used to say a'
ilandme.“
♪ now, it's us a'
♪ now, it's we I
♪ Ben, most people would turn you away a'
♪ I don't listen to the words they say a'
♪ they don't see you as I do I
♪ I wish they would try to a'
♪ I'm sure they'll think again a'
♪ if they had a friend a'
♪ like Ben a'
twenty-six! Twenty-six! Rats! Rats!
Millions of them! Millions of rats at the supermarket.
I called the manager and I tried to explain what happened,
but he thought i was out of my mind.
Who?
The manager, what can I tell him?
Tell him somebody held an ecology meeting.
♪ Start the day oh, come along now, Ben a'
♪ come on out before I count to ten a'
♪ if you stay you will miss all the fun a'
♪ and there's room for everyone x
oh, you want to hear it again?
Okay.
♪ Start the day oh, come along now, Ben a'
♪ come on out ♪ ♪ before I count to ten ♪
♪ if you stay you will miss all the fun a'
♪ and there's room for everyone x
♪ cheep, cheep cheep, cheep, cheep, cheep... a'
♪ cheep, cheep, cheep, cheep ♪
You're my friend, aren't you?
You're my real friend.
I saved something for you.
Rats did that last night.
You did it, didn't you?
You're Ben, aren't you?
I mean, the real Ben.
You can tell me. I don't care.
I know you and your friends are hungry.
Just that you've got to learn
not to take so much from each place.
It upsets people.
I wrote a song for you.
They had to cut off my chest to fix my heart.
I gotta go slow, Ben.
See.
Miss. Garrison.
- Oh, hi. - Hi.
Uh, we're gonna have to get under your house, miss.
Any rats around?
- Just an imaginary one. - Hmm?
Well, my little brother collects imaginary animals.
Oh. Well, the rats we're looking for are real, miss.
Very real. Thank you.
Fellas, we're gonna have to to hurry this up.
We got three more blocks to cover.
It's the police, Ben.
They might see you.
I know what I'll do.
Come on, stay in there, Ben. You don't want to get found out.
That's it.
Don't talk now, Ben.
- Hello, son. - Hi.
What are you doing?
Well, we're rat proofing your house.
Do you have any dogs or cats?
No, sir.
Well, that's rat poison, so you be sure
and keep all neighborhood pets away from here, okay?
Sonny, when you build your house,
put a cellar under it.
And if you see any rats, tell your sister, all right?
But I already told her about Ben.
Sonny, this is no time for jokes.
If you see any real rats, tell your sister, all right?
But I already did.
And don't crawl around under there.
We've set traps.
Ben.
Wait here.
Ben, this is a trap.
Trap. It can kill you, Ben.
Watch.
Don't go near things like that, Ben.
Understand?
You understood what I said, didn't you, Ben?
You better go home now, Ben,
and don't get in any more trouble.
Hey, kid!
What have you got in that box?
- You live there? - Yeah.
How come you don't ever come out?
You're a sissy, that's what!
I bet you play with dolls, just like a girl.
- I do not! - Sure, you do!
Sure, you do! Go on, say it!
I do not! Ouch, let go of my arm.
Not until you say it.
Go on! Say it!
Come on, say it.
- I will not! - You better say it!
Hey! They're biting me! They're biting me!
Mother! Mother! Mother! Mother!
You shouldn't pick on people.
- Danny, lunch is ready. - Coming, Eve.
Bye, ben.
Now, you just sit here, dear.
If you people really cared about the little people of this city
- this wouldn't have happened. - Yes, ma'am.
Danny, this boy said you saw some rats attack him.
That's a big lie! There were hundreds of them.
And he sicced them on me.
Suppose you tell us what happened, son.
I was in the alley, he started after me.
He fell down in a rose bush.
That's a big lie.
Were you picking on this little boy, Henry?
I didn't hurt him.
- Henry, if you're lying to me... - He fell in a rose bush.
Look, son, this is very important.
- Did you see any rats? - Just Ben.
He stays in the workshop.
- Ben? - I told you about him.
I don't understand what's going on here.
I bet he keeps rats in his garage.
- You mind showing Ben to us? - If you want.
I don't like to be helped.
Okay, son.
All right, now. Show me Ben.
Sure!
Danny!
Oh, you just met Ben.
I think we better look for a rose bush, Mrs. gray.
Come in.
Danny, remember our deal? Always the whole truth.
Yeah.
Well...
Were you telling the truth to Mr. kirtland
about that other boy?
I don't have a deal with Mr. kirtland.
Danny, why?
They're putting poison underneath all the houses.
Killing all the rats.
I don't want them to kill Ben.
These are real rats, Danny. Rats are dangerous!
Some rats are okay.
Are you hiding something?
Wanna talk about it?
- I guess not. - Come on, Danny,
- let's stop this. - Am I gonna die?
Everybody dies, Danny.
I mean, am I gonna die soon?
I don't think so, not if you're careful.
What did Dr. Marcus say?
He said you might have to have another operation.
Did he say I might die?
Yes, he did. Might.
I like to know things the way they are.
And now you do. So do I.
You always tell me the truth.
You're my brother, and I love you.
I won't die! I won't!
Don't read too late.
Okay, okay, wait a second.
Hi, Ben. Policemen came.
I told them a big lie.
Eve's all mad at me.
I told them Henry fell in a rose bush.
Probably wishes he did.
I love you, Ben.
Now, look, kirtland...
We've been over this before and over and over.
We have searched 200 miles of drain.
- Nothing! - You look.
Here's the supermarket, here's Willard's house...
- Yeah. - The truck, the candy factory,
Martin's factory. They are ten miles apart.
What else could those rats be using but the drains?
Are you saying the rats walk through ten miles of drain
pop out, attack and then pop in again?
- Yeah - oh, hell. Kirtland!
I want every drain in the city examined.
- All 1,150 miles of pipe? - Every inch of it.
Don't make me go over your head.
All right.
All right, I'll put 30 teams out working day and night.
How long will that take?
Five days minimum.
You got 24 hours, maximum.
Not so hard, damn it!
How dare you?
Having fun, Ben?
- Ready to stop?
Well. Okay, Ben. Everybody out.
Time to go home.
You're the best friend i ever had.
Say, do you think you could show me where you live?
Great.
Oh, we have to be careful. You scare people.
Hey, that's an idea. Yeah.
You stay in there, I'll bring you down to the alley
and then you show me. Okay.
Oops, don't fall now.
Oh, I am going the right way, eh, ben?
All right.
Just wanted you to tell me that.
Turn right here?
Turn at the corner. All right.
That's where it is, eh, Ben?
Don't let them see you, Ben?
All right. Go on.
I could swear there was a kid there on the corner.
You're seeing things again, elmo.
Now, I'm completely out of touch of reality.
Yeah, me, too.
Wait for me, Ben.
This is where your home is?
Hold a second. I wanna, I wanna see it.
Well, you sure have a big family, Ben.
Oh, boy. You have a wonderful house.
I'd better go now. It's getting kind of late.
Ah, I'm gonna get yelled at.
Thanks for showing me around your house.
Bye, ben.
Ladies and gentlemen,
as of this moment the police have been unable to find
the source of the plague of rats
which has been terrorizing our city.
Commissioner pole stated today
that unless a successful and positive action is taken
to find and destroy the rats,
he will ask the governor to declare this city
a disaster area.
Keep tuned to the station for complete...
Hi, Ben. Good you brought some of your family.
Business is way off.
Things will pick up again, mother.
Wish we could move Danny upstairs.
Why, mother?
He left his window open again last night.
- Did you tell him about it? - He never listens to me anymore.
I'm losing him a little bit every day.
I wish I could spend more time with him.
He listens to you, mother.
He just has a strange way of showing it.
- He has so many talents. - Oh!
I'd trade all of that for one good heart.
Mother, he's...
I'll go check his window.
Oh, no!
- What's the matter? - Rats.
There were rats on his bed. I saw one on Danny's neck.
Rats! Did they bite you? Oh, my god!
It was just Ben and Mrs. Ben.
Did you open your window again, Danny?
Of course.
Of course?
What do you mean, "of course"?
Don't you know what's going on in this city?
They're my friends, mother. They wouldn't hurt me.
That other boy...
Henry...
Those really were rats that bit him, weren't they?
Weren't they, Danny? Tell me the truth.
He fell in a rosebush.
You lied to us, Danny.
You lied to us.
I'm gonna call the police right now.
Ben wouldn't hurt anybody. He wouldn't.
He just got scared and then the others got scared.
Ben.
Where did those rats come from, Danny?
Through the window.
- Danny, please, help them. - I am, mother.
Hey, what are you playing?
Moonlight sonata“ except I have to play it in three flats.
- See? - Yeah.
Danny, those rats killed three people!
Not my rats. They wouldn't kill anybody.
How did you happen to name one of your rats Ben?
I just thought it was a nice name.
Can you make them do what you want?
That's silly.
Danny, I want you to tell these men
everything you know about those rats!
They're gonna kill them. I heard it on the radio.
Starve them, it said, and then... then poison them.
Just tell us where your rats come from.
I guess I don't know that.
Danny, this is important.
This is kirtland.
I want the storm drains in the area bounded by wiltshire
and western and fourth and north checked out again.
Yeah, tonight! Don't argue with me!
I don't give a damn how many times you've done it!
Have you ever seen any other rats around here?
No. These are the only rats I've ever met.
What about the ones that bit the kid down the street?
He says you saw them bite him!
They're just little animals this big.
How could they possibly hurt anybody?
Now, look, I've had enough of this.
No. Stop it!
All right, Danny.
Alright, now you stay here.
I'm gonna get your medicine. Just in case you really need it.
Beginning to feel like a yo-yo.
This is the sixth time I've been down this drain.
Well, it's the first time you've been in it
in the middle of the night.
Yeah, come on. Overtime, overtime, overtime, overtime.
I found them! Hey, ed, I found the rats!
Somebody saw a rat!
Help me! Help! Help! Help! Help me!
Please help me! God! Someone please help me!
Help me! Help me! Oh, my god!
Okay, I'm gonna... Please help me! Help me!
Ed! Oh, oh, my...
Ed!
No! No! No, no!
No!
Somebody, help me! Somebody, help me! Somebody!
They came in a flood. There were...
Thousands of them, from there and there.
Me and my buddy went down there tonight.
I left him and I ran, I...
- I ran and I ran. - Don't sweat it.
What good is a dead hero?
You know what, kirtland, i want to show you something.
Right here, this is an old system
that's been cutoff for 20 years.
There's a seal here another one six blocks away.
Another one eight blocks in this direction.
And one here,
with the old distribution tank here in the middle.
Tell Murphy to get the Jack hammer crews, please.
- Right. - Wait a minute. Wait a minute!
I'm not gonna allow any more of my men in there.
Look mister, you're not giving orders, you're taking them.
Aii residents,
you are ordered to go in and stay in your houses.
Close all windows and doors.
Keep off the streets.
Repeat. Keep off the streets.
Stay in your houses.
All residents,
you are ordered to go in and stay in your houses
for your own protection.
Danny!
Danny! Danny!
Danny!
Danny, no!
Danny! Danny! Danny!
Danny!
Ah, no!
All the key men are here.
All right! All Jack hammer crews be in their assigned manholes.
First, we send in the flame throwers
followed by the firemen,
and have a shotgunner with each crew.
We'll try to drive the rats in the tank area.
The tank goes with the crew to sixth
and west of fifth and Van ness, and eighth and Wilshire.
I'll take care of it.
First men, all covers off,
as soon as the fire department is ready with the back-up crews.
Jack hammers, get those seals off
as soon as you get to them.
Good luck!
Danny! Danny!
Oh, no!
Ben! Ben!
Ben.
Ben! Ben, please answer me!
Ben.
Danny, please!
Ben.
Ben, they're coming for you. They're coming.
They're gonna burn you, Ben...
And then they're gonna drown you.
Run, Ben. Run, please. Please.
All right, I'll go. You go, too, Ben.
Danny!
I love you, Ben.
Please take your family and run.
Danny, please come out!
Danny, come out of there!
Oh, no!
- Please. - Danny!
Danny, please come out!
"Oh' my! Danny, Danny!
Oh, Danny! Come on!
Ben, please.
'-Danny! Danny!
Come out of there! Danny, please come out!
Oh, Danny!
Oh!
Can they get out of there except through those four exits?
There could be a dozen other pipes we don't know about.
Look behind you! They're going this way!
Get some more help down here!
Unit six, come in, unit six.
Oh, my god!
[Gunshofl
unit three, come in, unit three.
Unit three, what the hell is going on there?
Get them off of me! Get them off!
Ah, ah, help!
Help me! Help me!
Help me! Help! Help me!
Over there!
Help! They're eating us alive down there.
There's millions of them!
Somebody's got to do something.
Come on, let's get down there.
I wanna see what the hell is going on for myself.
You take over here, please.
You coming?
I get paid to write about heroes.
I don't have to be one.
Go down to first-aid counter.
Go on, fellas. Get the hose out. Hurry up. Get it down.
Get a hold of the hose. Let's get it down here.
Hurry it up! Come on, get it on the street.
I got my end. Come on, now. Let's go. Move!
Break through the lines there!
You, men! Yeah, you guys! Come in, come on!
Plug up those holes. Don't let them get through.
Come on! Get going! Joe, get that walkie-talkie for me.
Fan those flamethrowers low!
Sweep them, crisscross them, keep them back.
What happened to you?
Are you all right? Are you hurt?
- Just scared, mother. - L'll call Dr. Marcus.
I don't need the doctor.
He's getting stronger, mother. He saved me! He really did it!
Don't try to talk now. Come on into the house.
Unit five, over.
- Whose on the other side, Joe? - Unit six.
Unit six, come in, unit six.
Unit six, damn it, come in!
Unit three, come in, unit three.
This is unit three, go ahead. Go ahead!
Unit four, come in into force...
Come on, give me some help here.
Look out! They're behind us! Look out! Look out!
Unit three, come on in, unit three.
Unit three, over.
Start moving them towards the distribution tank.
Now, yeah!
- Unit four, come in, unit four. - Roger.
Start your move towards the distribution tank area.
Flamethrowers, fan them, sweep them, crisscross them.
Start moving towards the distribution tank area.
Enter the distribution tank area.
God help us if we have to go to war
with people with guts like them.
And with skill like them.
You know, if they were four feet tall, we would lose.
The territorial imperative. Lebensraum.
Living room, that's all they want.
That's all any of us want.
You know, you do look like mark twain.
♪ Ben, the two of us need look no more a'
♪ we both found what we were looking for a'
♪ with a friend to call my own a'
♪ I'll never be alone I
♪ and you my friend will see a'
♪ you've got a friend in me x
Ben.
♪ Ben, you're always running a'
♪ here and there ♪
♪ you feel you're not wanted anywhere a'
♪ if you ever look behind x
Ben!
♪ And don't like what you find a'
♪ there's something you should know e
♪ you've got a place to go 4'
you'll get well, Ben. And I'll get well.
- ♪ I used to say ♪ - we'll get well.
Ilandme.“
we'll get well, Ben.
♪ Now, it's us a'
♪ now, it's we I
no one is gonna hurt one of my friends.
No, sir. It's okay.
You're the only friend I have.
I love you, Ben.
♪ Ben, most people would turn you away a'
♪ turn you away ♪
♪ I don't listen to a word they say a'
♪ a word they say ♪
♪ they don't see you as I do I
♪ I wish they would try to a'
♪ I'm sure they'd think again a'
♪ if they had a friend like Ben a'
♪ a friend ♪
♪ like Ben a'
♪ like Ben ♪
♪ like Ben a'