Twilight Zone’s “Number 12 Looks Just Like You”: Debating the Ending of a Season 5 Classic

You’d expect Twilight Zone fans to disagree over which episodes are best. Tastes can vary widely in the fifth dimension. But sometimes we can’t even agree on what happened in the stories themselves.

For example, in Season 4’s “The New Exhibit,” who committed the murders, Martin or the wax figures? In Season 1’s “A World of Difference,” what’s the true identity of the character played by Howard Duff, Arthur Curtis or Gerald Raigan?

Those are just two instances I’ve written about. There are others. In each case, I was sure I knew the answer — indeed, I didn’t even think there was another option! — until I ran into some fellow fans who felt differently. It’s been a bit disconcerting to ponder other possibilities, but also rather intriguing, frankly.

So let’s queue up another debate. This one’s about Season 5’s “Number 12 Looks Just Like You” by Charles Beaumont and John Tomerlin. (For those who haven’t seen it or forget what happens, consider watching first and then coming back before wading into the spoiler-filled details ahead.)

I’ve written about this excellent, thought-provoking episode before (you’ll find a link below). My question today, though, is this: Did Marilyn finally just give up at the end and decide to embrace her new identity? Or do we see her gushing over her new appearance because the Transformation alters not only your body, but also your mind?

I’m in the latter camp. I think the Marilyn we see at the end has essentially been brainwashed. But sometimes I hear from fans who say what a shame it is that she yielded — that she put up a valiant fight, but then threw in the towel. Faced with opposition at every turn, she finally adopted an “if you can’t beat ’em, join ’em” attitude and bowed to peer pressure.

I had honestly never considered this possibility before, but I can see where these fans are coming from. Since the episode is so heavily focused on one’s outward appearance — like its TZ sibling, “Eye of the Beholder” — why shouldn’t we assume the change is only skin-deep? Isn’t it essentially like putting your consciousness into a new body, as in “The Trade-Ins”? You’re still “you,” aren’t you, just in a new body?

I don’t think so.

I’ll admit that my initial impression was based solely on the fact that her attitude is so radically different, such a complete 180-degree turn, that it hardly seemed like it could be the same person — at least not without some “help.” The Marilyn we see throughout the story is very strong-willed and dedicated to the memory of her father, who was himself a dissenter from the Gospel of Superficial Beauty. He even, as Marilyn eventually admits, killed himself rather than live as a “transformed” person.

So I couldn’t imagine his headstrong daughter, who spends the episode arguing her point strenuously, would not only give up, but actually become an enthusiastic proponent of the Transformation. The Marilyn at the end acts just as robotically vacuous as the rest of society (at least the small slice we see of it).

But I’m certainly willing to entertain other theories, so I rewatched the episode carefully to see if I’d misjudged it on this point. If anything, though, I think the case for Marilyn’s having been brainwashed is even stronger than I had remembered.

For one thing, there are signs throughout that this society is awash in concoctions to alter your mood, if not your mind. Almost every time Marilyn argues her point of view, she’s offered something called “Instant Smile.” We never learn what’s in it, but judging from the perpetual Barbie-doll grins on the faces around her, I think it’s something more sinister than a few vitamins and minerals. These people seem programmed, not persuaded.

That would explain why everyone acts so maddeningly pleasant throughout, and why they seem incapable of empathizing with Marilyn. No one’s like, “I know how you feel. I wasn’t sure at first either. But then I saw the wisdom of it.” No, they’re simply astonished that anyone would even question the desirability of the Transformation. And if Marilyn doesn’t agree, well, she’s just nervous, or too attached to her father’s supposedly crazy ideas.

Speaking of her father, we really see how a Transformed person is something less than human in the scene where Marilyn’s friend Val questions her devotion to him. She doesn’t even pretend to sympathize. Val notes how she’s had numerous stepfathers, like most people in this world apparently do, and she insists she likes the steps better. Why, she wonders, is Marilyn all hung up on her biological father? He’s dead, so who cares?

Val is so casually callous in this scene that Marilyn turns to her incredulously, and asks:

“Valerie, can’t you feel … anything?”

Well, of course, silly. I feel … I feel good. I always feel good. Life is pretty, life is fun, I am all, and all is one.” 

This strongly suggests to me that the Transformation makes you more mannequin than man. But there are other hints, if you listen to what people say to Marilyn. For example, Dr. Rex tells her:

“Now, Marilyn, you must really try to understand, the Transformation is not merely desirable from an aesthetic point of view, but experience has shown us that it plays a very important role in psychological adjustment.”

One wonders what it takes to effect such a full and complete “adjustment,” to the point where not a single Tranformed person feels anything but “good” 24 hours a day, seven days a week. Perhaps, like Randall Patrick McMurphy in “One Flew Over the Cuckoo’s Nest,” they’ve had their, ahem, undesirable thoughts and attitudes neutralized in some manner.

Naturally, those in charge try to convey an illusion of free will. But the threat is always there, even if it’s couched in soothing language.

Marilyn: “Why are you going to force me to do something that I don’t want to do? You can’t make me do it, can you? Nobody can make me do it?”

Professor Sig: “Now, now, my dear child. No one has ever been forced to take the Transformation if he didn’t want it. You see, the problem is simply to discover why you don’t want it, and then to make the necessary corrections.”

I shudder to think what those “corrections” consist of. Whatever they are, it’s clear that the Transformation is more than just physical. As Dr. Rex tells Marilyn’s mother, “Occasionally a young person has difficulty adjusting to the idea. But we’ve improved methods since the old days, and now it always turns out well in the end.”

What are these “methods” that help someone “adjust to the idea,” and why do they always turn out “well”? That hardly seems possible if everyone is simply placed in a new synthetic body. No, they’re basically wiping your mind and enabling you to function as a compliant drone in their allegedly perfect and superficially beautiful society.

So what are your thoughts on “Number 12 Looks Just Like You”? Feel free to sound off below.


Don’t miss “The Lure of Forced Utopia: Twilight Zone’s Number 12 Looks Just Like You.

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About Paul

Fanning about the work of Rod Serling all over social media. If you enjoy pics, quotes, facts and blog posts about The Twilight Zone, Night Gallery and Serling's other projects, you've come to the right place.

Posted on 11/25/2022, in Twilight Zone and tagged , , , . Bookmark the permalink. 24 Comments.

  1. I always figured it was brainwashing or something similar. Never even considered the other possibility.

  2. Roger Scarlett

    Hi Paul. I totally agree with you. It is more than a cosmetic change. As a matter of fact, it reminds me of the Stepford wives. Yikes!

    And bringing it more topically to today’s political and cultural world, it reminds me a little bit of some of the gaslighting that’s going on these days in order to make someone question what they believe. Very unsettling to say the least.

    Anyway, I think you did a great job of defending your perspective. It’s hard to believe that one would believe that Marilyn would just totally give up on her strongly held beliefs.

    • Yes! I even had a reference to the Stepford Wives in an earlier draft. I wavered about including it simply because I wasn’t sure enough people would know the reference, honestly. (Isn’t that sad?)

      And yes, it’s very much like the gaslighting that goes on in today’s political and cultural realm. It’s just more literal here. But the effect is pretty much the same, which is very unsettling.

      Thanks for the compliment! Glad you enjoyed the post.

  3. Definitely saw her massive change to be due to brainwashing, or more likely – something of a lobotomy. Never considered the likelihood that mere vanity would instantly alter her mood like that…

    Though perhaps there is another commentary there if true – how much of our heartfelt ideologies only go skin deep? And if we were only a different-looking person, we may become an entirely different *soul* too? Hmm… Good article, thanks as always for your coverage on one of my favorite series!!

    • Thanks! I had the word “lobotomized” in an earlier draft. I took it out simply because I thought someone with more medical knowledge than me might say I was using it incorrectly (and maybe I would have been). But that’s just what it’s like.

      And yes, what an intriguing thought — that our appearance can have an effect, either positive or negative, on our outlook and our very personality. Fascinating to ponder …

  4. Do people seriously debate this? There is absolutely no question what happens at the end of this episode. It represents one of TZ’s darkest, most dystopian endings.

    • Agreed! I feel as if it’s perfectly clear what’s happened, but as I said at the outset, there’s a raft of different opinions out there. Of course, they’re not as well-informed and smart as you and I are. ;)

  5. Basically, you nailed it perfectly Paul. And not much more needs to be said. And I might add, you see the same brainwashing techniques in modern day cults. Having some experience with Amway motivational organizations, their version of “instant smile” is something called an “attitude session”.. It’s an unending, systematic regimen of slowly altering your mindset so you adhere more and more to the “philosophy” as time goes on. That being said, you are still a willing participant.

    • Exactly! It might not be as blatant as the techniques we see in, say, “The Manchurian Candidate,” but it’s out there, and it’s scary. Yeah, “attitude sessions.” God help us.

  6. So who are these BRAIN-DEAD Twilight Zone “fans” who think Marilyn just “changes her mind & goes along with it”?!?!? Seems to me THEIR brains need a “transformation” into ones that can actually THINK.

    • Right?! It sure seems obvious to me, but I’ve learned to take nothing for granted these days. I don’t know whether people just enjoy lobbing “out there” hot takes for the hell of it or what, but I hear all kinds of things.

      My other “Number 12” post, btw (the one I linked to at the end), was written in response to someone who actually asked if the Transformation is really so bad! I thought the guy was pulling my leg (and said as much), but he insisted he wasn’t. It’s Crazytown in some places, I swear.

  7. Paul, I think you make a strong argument for the claim that the Transformation procedure itself alters both body and mind, and the evidence you marshal supports that claim pretty well. That said, for my money, a richer, more interesting, and more Twilight Zone-ish interpretation is that the Transformation procedure itself alters only the body, and that the product of the Transformation is so stunning and physically transformative, that even the strongest-willed folk like Marilyn are transformed mentally as well. On this interpretation, what makes the episode even more terrifying (and more TZish) is the idea that, no matter how we valorize capacities like a person’s character, values, and internal goodness, the fact of the matter is that the power of physical beauty overwhelms even these, our most valued traits of character. What our culture recites as—and insists are—the true and important aspects of human value, turn out to be, at best, aspirations, and at worst, mere platitudes, bad-faith stories we tell ourselves in order to avoid association with the more superficial values exhibited by the Dr. Rex’s of the world. So, for me, it’s actually a stronger episode if the Transformation procedure itself alters only the body. In my view, this episode is not a case of “The Stepford Wives”. That’s a less interesting, and less TZish interpretation. Rather, this is case of a subject—even one as headstrong as Marilyn—being overcome by her own beauty, enough to transform who she is as a person. That’s what makes this episode a true horror story; that’s what makes this episode a dark commentary on ourselves and our cultural values. It’s not the machine that changes your mind. It’s you.

    • Yes, this is a point that Zsoro (a commenter above) brought up, and I do think it has some validity. There’s no question in my mind that one’s physical appearance can and often does affect how we view ourselves. Whether that view is “correct” or not is beside the point — someone who is beautiful in the most conventional sense of the term may view herself as rather plain, and vice versa — what matters is that it happens. What you think about your appearance can certainly affect your mentality, for good or for ill.

      However, I think the effect is too long-term to apply in Marilyn’s case. It’s one thing to see yourself over a period of years and come to a conclusion about yourself; it’s quite another to have just undergone an operation that alters your appearance in such a radical fashion and then make a complete U-turn in your thinking.

      The final scene, after all, takes place only a “few days” after her Transformation. Even if she’s starting to reconsider her objections (which, considering how vehemently she protested before, seems a big stretch to me), I can’t imagine she’d be ready to join everyone else at the altar of superficial perfection that completely and enthusiastically. Even if changed her mind, it would surely take much longer to occur.

      • Thanks, Paul. Perhaps you’re right. Perhaps it would take longer than a few days. But I think I’m making more of a meta-point. I guess the gist of what I am trying to say is that regardless of which interpretation is more consistent with facts about overall human psychology and behavior, as I write above, for me, a richer, more interesting, and more Twilight Zone-ish interpretation is that the Transformation procedure itself alters only the body. That seems more sinister, more terrifying, and more inline with the twists at the end of some of the darkest TZs.

  8. I’ve always thought it transforms the mind as well as the body. I think it’s sad, but I guess it’s a way to control a population.

    I think of this episode when I watch Star Trek Next Generation episode “The Outcast” (which I think might have been inspired by this Twilight Zone episode. The initial reluctance, argument and then the person gives in and is ultimately transformed.

    Both episodes make me sad. The thought that someone (government) would want to filter out individualism and passionate thinking is scary.

    • E. Tristan Booth

      As it happens, I play both “Number 12” and “The Outcast” in my communication and gender class. This is at the university undergraduate level. In both cases, I believe the transformation/psychotectic treatment included the forced mental change. In Soren’s case, the judge said “treatment will begin tomorrow,” but it actually was done immediately and therefore completed by the time Riker arrived that evening. In Marilyn’s case, I agree with Paul. I think the key is the line “we’ve improved methods since the old days” as compared to when her father was transformed but committed suicide as a result.

      • That’s interesting that you include those. I think the writers/producers in both cases probably hoped for that. There’s a clear message in both, although Serling’s message is a bit more subtle-you have to think about it. Star Trek comes closer to hitting you with the hammer, much like th original series episode with the half-white, half-black people but where it came down to what side was which color. Then again, I’m not sure subtle messages that ask us to think are all that effective these days.

  9. Thanks, Paul. Perhaps you’re right. Perhaps it would take longer than a few days. But I think I’m making more of a meta-point. I guess the gist of what I am trying to say is that regardless of which interpretation is more consistent with facts about overall human psychology and behavior, as I write above, for me, a richer, more interesting, and more Twilight Zone-ish interpretation is that the Transformation procedure itself alters only the body. That seems more sinister, more terrifying, and more inline with the twists at the end of some of the darkest TZs.

  10. I must admit that RCJ’s theory that the Transformation does NOT biologically alter your mind, that going from “ugly” to “beautiful” would be enough to change even the strongest-willed person who was originally opposed to it, has made me second-guess my own long-held belief that it was mind-altering. Maybe they needed to go with a REALLY “ugly” actress to make that “work,” vs. the great Colin Wilcox, who is immortal in the role, and was “merely” plain-looking vs. over-the-top “ugly.”

  11. Paul, terrific article. I agree with you that the Transformation DOES alter the mind (although I also agree with Arlen’s comment that RCJ’s theory is an intriguing one), and that was the premise I went with when I wrote about it myself last year ( Good discussion all around!

    • Quite a deep dive, Mitchell! I like that.

      I’m so used to people just saying that they like something with no commentary at all, or with a very superficial explanation. Sure, one can discuss this episode without getting into The Prisoner and John Stuart Mill, but for me (and you, obviously), part of the fun of TZ is that it *encourages* deeper thinking. So I’m glad you not only dropped by, but left a link to your post.

      Please forgive my belated reply (a family death occurred not long after I posted this). And thanks for the compliment!

  12. Paul,

    Thanks for the kind words, and I’m sorry to hear of the death in your family.

    I agree with you 100%. I like the occasional mindless show as much as anyone, but give me a show that does encourge thinking and conversation anytime!


  13. I just posted this on another video – my thoughts on Number 12:

    Number 12 was one of my favorite episodes. I loved seeing all the adult actors doubling and tripling as different characters – especially Richard Long who took the time to really make his various characters distinct from one another. Although I always thought they went a little too far when “Dr Sig Friend” showed up — in a world where everyone goes by their first name, they HAD to do a bad gag to shove the allegory in our faces. Just calling him “Sig” would have been sufficient. Still, in our own world where a quick facelift is only an hour away, and youth rules all, this episode hits even closer to home today than it did in the 1960s.

    What was interesting was how this episode starts out so happy and joyful, and then gradually the darkness of this society is made very clear. The last look of Pam Austin (as the Transformed Marilyn) looking at the camera with the same empty smile as everyone else is absolutely chilling.

    Another chilling moment comes when “Dr Rex” approaches Marilyn earlier in the episode, and he says almost matter of fact, “You see, the problem is simply to discover WHY you don’t want [the Transformation] and then to make the necessary correction.” This is really the first point in the episode where you realize the Transformation is more than it seemed, and makes the apparent “utopia” so much darker.

    One issue I had, which is really kind of minor, is that the episode could have done better pushing the empty-headed conformity that clearly rules in this world. We get a little bit of it with the references to “Instant Smile,” but I got a little confused by the late reference (by Pam Austin’s Valerie), “Life is pretty, life is fun, I am all and all is one.” That is the only time we get this phrase, and I think the episode would have done better by having the female characters repeat this phrase throughout – almost robotically. The focus being on conformity, it would show how much the characters pretty much act — and THINK — alike after the Transformation. The mental programming caused by the Transformation would have been much more obvious — and more disturbing.

    Of course, the episode is “Number 12 Looks Just Like You,” but in the end, Marilyn “chooses” Number 8. “And the nicest part of all, Val! I look just like you!” Scary.

    Also scary: There is actually a band that calls itself Number 12 Looks Just Like You.

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