TWELVE MONKEYS
	    
		          An original screenplay by

				David Peoples
  				     &
				Janet Peoples

				 Inspired by
	    
			LA JETEE, a Chris Marker Film





	Production Draft
	June 27, 1994








	FADE IN:

	INT.  CONCOURSE/AIRPORT TERMINAL - BAY

	CLOSE ON A FACE.  A nine year old boy, YOUNG COLE, his eyes wide
	with wonder. watching something intently.  We HEAR the sounds of
	the P.A. SYSTEM droning Flight Information mingled with the
	sounds of urgent SHOUTS, running FEET, EXCLAMATIONS.

	YOUNG COLE'S POV:  twenty yards away, a BLONDE MAN is sprawled on
	the floor, blood oozing from his gaudy Hawaiian shirt.

	A BRUNETTE in a tight dress, her face obscured from YOUNG COLE'S
	view, rushes to the injured man, kneels beside him, ministering
	to his wound.

	ANGLE ON YOUNG COLE, flanked by his PARENTS, their faces out of
	view, as they steer him away.

				FATHER'S VOICE (o.s.)
		Come on, Son --this is no place for us.

	YOUNG COLE resists momentarily, mesmerized by the drama.

	YOUNG COLE'S POV:  intermittently visible through a confusion of
	FIGURES rushing through the foreground, the BLONDE MAN reaching
	up and touching the cheek of the kneeling BRUNETTE in a gesture
	of enormous tenderness, a gesture of farewell, while the P.A.
	SYSTEM continues its monotonous monotone...

				P.A. SYSTEM
		Flight 784 for San Francisco is now
		ready for boarding at inmate number
		66578, Greely.

	INT.  PRISON DORMITORY/FUTURE - ETERNAL NIGHT

				PRISON P.A. SYSTEM
		--number 5429, Garcia -- number 87645, Cole...

	COLE, late thirties, dark hair, comes awake in a bunk cage, one
	of many stacked four high along both sides of a long dim
	corridor.  He blinks in the near dark, shaken, disoriented.

	Then, as he "recovers" from his very vivid dream, WE GET OUR
	FIRST LOOK AT HIS ENVIRONMENT...A WINDOWLESS UNDERGROUND WORLD OF
	ETERNAL NIGHT SOMETIME IN THE FUTURE...AN ALMOST COLORLESS
	"REALITY" OF BLURRED EDGES AND ECHOEY SOUNDS, MUCH MORE
	"DREAMLIKE" THAN HIS DREAM.

	Flashlights glare. In the half-light, COLE sees spooky figures,
	GUARDS, moving among the locked bunk/cages.

	COLE turns and whispers to the occupant of the next cage, JOSE...

				COLE
		Ssssst!  Jose, what's going on?

	JOSE's face is almost lost in shadow.  What there is of it is
	youthful.  He's just a scared Puerto Rican kid!

				JOSE
		"Volunteers" again.

	JOSE immediately rolls over and feigns sleep as SCARFACE, a
	menacing guard with a jagged scar running down his cheek, looms
	close to COLE's cage and unlocks it.

				SCARFACE
		"Volunteer duty".

    The PRISONERS in the other cages watch silently with narrowed eyes.

				COLE
		I didn't volunteer.

				SCARFACE
		You causing trouble again?

				COLE
			(controls his temper)
		No trouble.

	INT.  EQUIPMENT ROOM - ETERNAL NIGHT

	COLE's alone, struggling to get into what looks like a space suit
	in a room where suits hang like ghosts with blank eyes.

			TITLES BEGIN SUPERED OVER THE SCENE

	COLE has the torso of the suit on now and is trying to close it.

				OFFSCREEN VOICE (o.s.)
		All openings must be closed.

	COLE looks for the source of the voice, a tiny grate in the wall.

				OFFSCREEN VOICE (o.s.)
		If the integrity of the suit is compromised
		in any way, if the fabric is torn or a zipper
		not closed, readmittance will be denied.

	INT.  SEALED CHAMBER - MINUTES LATER (ETERNAL NIGHT)

	COLE, wearing the "space suit" and a helmet with a plastic visor,
	steps into a tiny chamber, a kind of air lock.  The heavy door
	clangs shut behind him.  He's alone.  COLE'S breath comes quicker
	now as he sucks oxygen from the air tanks on his back.

	On the opposite wall is another door with a huge wheel lock.
	COLE turns the heavy wheel, opens the door, steps through It

	INT.  ELEVATOR - SECONDS LATER (ETERNAL NIGHT)

	COLE'S in an ascending elevator that groans and creaks.  He looks
	down at a crudely drawn map he holds in his gloved hand.

	The map shows a series of tunnels and ladders.

	INT.  SEWER PIPE - MINUTES LATER (NIGHT)

	COLE pans a flashlight, probing the filthy sewer he's wading through

	RATS flee the blade of light, scurry across islands of rusting junk.

	The flashlight beam settles on a ladder mounted in the wall.

	Reaching the rusted ladder, COLE starts to climb awkwardly.

	EXT.  CITY STREET/FUTURE - MOMENTS LATER (NIGHT)

	A SCRAPING NOISE as a heavy man-hole cover is pushed up and moved
	aside.  COLE'S helmeted head emerges from below.

	COLE'S POV THROUGH HIS PLASTIC-VISORED HELMET:  a city in
	moonlight!  A surreal image of abandoned buildings.  No people
	anywhere.  The only sounds are the WIND and COLE'S BREATHING.

	EXT.  ANOTHER CITY STREET - MINUTES LATER (NIGHT)

	COLE'S light reveals abandoned vine-covered automobiles.
	
	Moving to the nearest car, COLE searches in the vines for
	something.  Finds it.  An insect.

	COLE takes the bug in his gloved hand.  As he clumsily inserts it
	into a collection tube, something makes him turn.

	There's something across the street in the dark.  Something alive.

	COLE points his flashlight and reveals...a BEAR!  Startled by the
	light, the animal blinks, then stands on its rear legs and ROARS.

	ANGLE ON COLE, staring wide-eyed.
	
	Then, the BEAR sinks down onto all fours and, trying to avoid the
	flashlight, it pads quickly down the street.

	INT.  SUBTERRANEAN PARKING GARAGE - NIGHT

	Using the flashlight to see, COLE reaches down to the cracked
	floor and gets another specimen.  DOGSHIT!

	The only sound is COLE'S labored BREATHING.

	Then, a different SOUND.  GRRRR!  A dog.  More GRRRRS.  More
	dogs.  Then, a YIP.  Then, VICIOUS GROWLS.  It's a DOGFIGHT!

	EXT.  STREET - NIGHT (FIRST LIGHT)

	A giant OWL, perched on an overhead traffic light, raises its wings
	and lifts off...rising higher and higher into the brightening sky.

	Below, on the street, COLE trudges along, passing deserted
	buildings, windows broken, rusted signs dangling.

	INT.  DEPARTMENT STORE - NIGHT (FIRST LIGHT)

	COLE'S light reveals a spider web just inside the store.  A large
	SPIDER tries to hide from the light.

	COLE reaches carefully into the web and plucks the spider and
	puts it into one of his specimen tubes.

	Then, he shines his light all around the once elegant store.  There's
	nothing but aisle after aisle of moldering consumer goods.

	EXT.  DEPARTMENT STORE - DAWN

	As COLE comes out of the store, the first rays of the sun hit the
	building.  COLE stops, squints into the light through his visor.

	COLE'S POV:  spray-painted on the wall a long time ago is a stenciled
	logo of twelve monkeys holding hands in a circle.  Over it is
	written, "WE DID IT!"

	COLE looks up.

	COLE'S POV:  high up on a building across the street, a LION
	patrols a ledge, pauses, looks out majestically over his world.

			TTTLES END

	INT.  FIRST UNDERGROUND DECONTAMINATION CHAMBER - ETERNAL NIGHT

	ROARING WATER, powerful torrents gushing from nozzles in the
	wall, pummel the still-suited COLE.

	INT.  SECOND UNDERGROUND DECONTAMINATION CHAMBER - ETERNAL NIGHT

	Stark naked and shivering, COLE is being scrubbed with brushes on
	long poles (like the ones used to wash cars) wielded by two HULKING
	FIGURES in bulky decontamination suits, their personas lost in their
	windowed masks.  It's a grim scene in a grim cement room with damp,
	dripping walls.  From an unseen source comes an AMPLIFIED VOICE,

				AMPLIFIED VOICE (o.s.)
		Raise your arms above your head.

	COLE lifts his arms and the FIGURES start scrubbing his armpits.

	INT.  TINY CHAMBER - SHORTLY (ETERNAL NIGHT)

	Still naked, COLE is seated on a stool while a MASKED TECHNICIAN
	in a less elaborate, less bulky decontamination outfit draws
	blood from COLE'S arm with an old-fashioned hypodermic needle.

	COLE glances toward a single, nearly opaque "window" of thick
	plastic in the rusty iron wall.  VAGUE FIGURES seem to lurk
	behind the translucent aperture, studying him.

	The TECHNICIAN slips the blood sample through a slot in the wall.

	INT.  ENGINEERING OFFICE/FUTURE WORLD - ETERNAL NIGHT

	Ushered in by two guards, TINY and SCARFACE, COLE looks around.

	COLE'S POV:  wails hidden by old headlines, articles, maps, charts...
	a blackboard covered with elaborate, sophisticated formulae...surfaces
	heaped with cracked monitors, gerry-rigged computers held together with
	string, lasers lost in tangles of cable, ancient tube amplifiers, a
	dilapidated cardboard reconstruction of a city, stacks of moldering
	books and tattered computer printouts...and, seated at a long conference
	table, staring at COLE, six SCIENTISTS:  an ASTROPHYSICIST, ENGINEER,
	BOTANIST, MICROBIOLOGIST, ZOOLOGIST, and a GEOLOGIST.  They represent
	a "modern" science where brilliant new ideas interface with crude,
	outdated, patched-together technologies.

				TINY
		James Cole.  Cleared from quarantine.

				MICROBIOLOGIST
		Thank you.  You two wait outside.

				SCARFACE
		He's got a history, Doctor.  Violence.

	COLE'S eyes return to the walls.

	Headlines:  "CLOCK TICKING!  NO CURE YET!"

				SCARFACE
		Anti-social six -- doing 25 to life.

				ENGINEER
		I don't think he's going to hurt us.  You're
		not going to hurt us, are you Mr. Cole?

	COLE'S head turns quickly to the ENGINEER.

				COLE
		No, sir.

	The GUARDS exchange a look, shrug, exit, closing the door.

				MICROBIOLOGIST
		Why don't you sit down, Mr. Cole.

	COLE goes to the empty chair at the conference table, sits down.

				ASTROPHYSICIST
		We want you to tell us about last
		night.

				COLE
		I went to the surface and I collected
		specimens like I was told.

	The SCIENTISTS don't say anything.  They just study him carefully.

				COLE
			(worried)
		I mashed the spider, didn't I?

				MICROBIOLOGIST
		We'll get to the spider later, Mr.
		Cole.  Right now, we want to know
		everything that you saw.

	INT.  ENGINEERING OFFICE - AN HOUR LATER (ETERNAL NIGHT)

	COLE, starting to look very tired now, stands at the blackboard
	sketching a detailed map of exactly where he was last night.

				ASTPOPHYSICIST
		Where you collected sample #4, what
		street was that?

				COLE
		Uh...

				BOTANIST
		It's important to observe everything.

				COLE
		I think it was...I'm sure it was 2nd Street.

	As the SCIENTISTS start to whisper animatedly among themselves,
	COLE'S eyes drift across the newspaper clippings taped to the
	wall.  One headline screams, "VIRUS MUTATING!"  Another features
	a photo of an OLD MAN (DR. MASON, who we'll see again later on)
	and the words, SCIENTIST SAYS, "IT'S TOO LATE FOR CURE".

				ASTROPHYSICIST'S VOICE (o.s.)
		Close your eyes, Cole.

	Startled, COLE closes his eyes obediently.

	BLACKNESS.  Like COLE, WE SEE NOTHING.  But we HEAR their VOICES.

				ENGINEER'S VOICE (o.s.)
		Tell us in detail what you've seen in
		this room.

				COLE'S VOICE (o.s.)
		Uh, in this room?  Uh...

				MICROBIOLOGIST'S VOICE (o.s.)
		How many of us are there?

				COLE'S VOICE (o.s.)
		Six...seven, if you count me.

				ASTROPHYSICIST'S VOICE (o.s.)
		Tell us about the pictures on the wall...

				COLE'S VOICE (o.s.)
		Uh, you mean the newspapers?

				A MONTAGE OF OVERLAPPING VOICES (o.s.)
		Tell us about the newspapers.  Can you
		hear my voice?  What do I look like?
		What does he look like, the man who
		just spoke?  How old were you when you
		left the surface?

	The VOICES blur into a cacophony and FADE INTO the droning P.A.
	SYSTEM at the airport.

	INT.  CONCOURSE/AIRPORT - DAY

	THE DREAM AGAIN!  But at an earlier moment.  YOUNG COLE, flanked
	by his PARENTS, whose faces are out of view, is watching a PLANE
	land through one of the big glass windows that lines the concourse
	leading to the departure gates.

				P.A. SYSTEM (o.s.)
		Flight 784 now boarding at gate...

	Suddenly, a SHOUT, followed by raised VOICES, interrupts the
	monotonous airport routine.  As YOUNG COLE and his PARENTS turn
	to see what's going on, a man we'll call MR. PONYTAIL, his face
	averted, hurries past them, bumping YOUNG COLE with a Chicago
	Hulls Sports Duffle Bag.

				MR. PONYTAIL
		WATCH IT!

	YOUNG COLE sees little more than the gaudy pants, the duffle, and
	the man's ponytail flopping as he rushes towards the gates.

	Just then, a WOMAN'S VOICE cries out, "NOOOOOOOOO!"

	YOUNG COLE turns back toward the Security Check Point just as
	TRAVELERS scatter madly, some diving to the floor, others
	running.  A TERRIFIED TRAVELER, hitting the floor close by, looks
	up at YOUNG COLE with panicky eyes, and asks....
	
				TERRIFIED TRAVELER
		Just exactly why did you volunteer?

	INT.  ENGINEERING OFFICE/FUTURE WORLD - (ETERNAL NIGHT)

	COLE comes abruptly awake.  Seated now, he's facing the SCIENTISTS.

				ASTROPHYSICIST
		Wake up, Cole.

				COLE
		Uh, I didn't hear the...

				MICROBIOLOGIST
			(tapping a pencil on the table)
		I asked you, why did you volunteer?

				COLE
		Well, the guard woke me up.  He told me
		I volunteered.

	The SCIENTISTS react, whispering urgently among themselves.

	COLE starts to nod off again, then comes awake with a start as
	the ENGINEER speaks to him.

				ENGINEER
		We appreciate you volunteering.  You're
		a very good observer, Cole.

				COLE
		Uh, thank you.

				ENGINEER
		You'll get a reduction in sentence.

	COLE keeps his face impassive.

				ASTROPHYSICIST
		To be determined by the proper authorities.

				ENGINEER
		You don't want to jeopardize that reduction,
		do you, Cole?  Have it taken away?

				COLE
		No, sir!

				ASTROPHYSICIST
		We have a very advanced program, something
		very different, requires very skilled people.

				MICROBIOLOGIST
		An opportunity to reduce your sentence
		considerably...

				ZOOLOGIST
		And possibly play an important role in
		returning the human race to the surface
		of the earth.

				ENGINEER
		We want tough minded people.  Strong
		mentally.  We've had some...misfortunes
		with "unstable" types.

				ASTROPHYSICIST
		For a man in your position...an opportunity.

				BOTANIST
		Not to volunteer could be a real mistake.

				MICROBIOLOGIST
			(tapping his pencil again)
		Definitely a mistake!

	COLE gives away nothing.  He's in a box here.  He has no choices.
	He stares at the tapping pencil.

	INT.  ART GALLERY - NIGHT

	A strikingly "real" world of bright colors.  Extravagant paintings
	adorn the walls.  A POET, tiny and ruddy faced, squints over his
	glasses as he reads in a booming voice to an AUDIENCE of thirty
	seated on folding chairs.

				POET
		Still among the myriad microwaves, the
		infra-red messages, the gigabytes of ones
		and zeroes, we find words, infinitesimally
		small, byte-sized now, tinier even than
		science lurking in some vague electricity
		where, if we listen we can hear the solitary
		voice of that poet telling us,
		"We are no other than a moving row
		Of Magic shadow-shapes that come and go
		Round with the Sun-illumined Lantern hold
		In Midnight by the Master of the show."

	As the POET reads, we STUDY the audience, mostly YUPPIE CULTURE
	JUNKIES or BOHEMIANS.  Among them, a light-haired woman of twenty-
	eight, soberly dressed, wearing glasses.  She's KATHRYN RAILLY.  And
	it's her beeper that suddenly BEEPS.  BEEP!  BEEP!

				POET'S VOICE (o.s.)
		"The Moving Finger writes; and, having writ,
		Moves on:  nor all your Piety nor Wit
		Shall lure it back to cancel half a Line,
		Nor all your Tears wash out a Word of it."

	BEEP!  BEEP!  Scowling at the outrageous interruption, the POET
	looks up from the text just as RAILLY, tumbling, shuts off the
	beeper and rises, embarrassed.  As she makes her way to an exit,
	the glaring POET continues...

				POET
		"Yesterday This Day's Madness did prepare;
		Tomorrow's Silence, Triumph or Despair:
		Drink!  for you know not whence you came, nor why:
		Drink!  for you know not why you go, nor where."

	INT.  CORRIDOR/POLICE STATION - NIGHT

	DETECTIVE FRANKI leads RAILLY past crowded holding cells.

				FRANKI
		-- so they get there and they ask the guy
		real nice for some kind of i.d., and he gets
		agitated, starts screaming about viruses.
		Totally irrational, totally disoriented,
		doesn't know where he is, what day it is,
		alla that stuff.  All they got was his
		name.  They figure he's stoned out of
		his mind, it's some kinda psychotic
		episode, so they're gonna bring him...

				RAILLY
		He's been tested for drugs?

				FRANKI
		Negative for drugs.  But he took on
		five cops like he was dusted to the
		eyeballs.  No drugs.  You believe that?

	FRANKI pauses, indicating a tiny observation window of thick meshed
	glass in an otherwise solid door, and RAILLY looks through it.

	RAILLY'S POV THROUGH THE WINDOW:  a MAN, his back to her, in
	strait-jacket and prison denims, examining the wall of the padded
	cell with the distorted intensity of a "mental case".

				RAILLY
		You have him in restraints.

				FRANKI
		Were you listening?  We got two officers in
		the hospital.  Yeah, he's in restraints, plus
		the medic gave him enough stellazine to kill
		a horse.  Look at him!  Still on his feet.

	RAILLY'S POV THROUGH THE WINDOW:  the MAN in the cell turns, looks
	right at her.  In spite of the cuts and welts, it's clearly COLE.

				RAILLY
		That would explain the bruises, I
		guess.  The struggle.

				FRANKI
		You want to go in?  Examine him?

				RAILLY
		Yes, please.  You said he gave a name...

				FRANKI
			(unlocking the door)
		James Cole.  That's everything we got.  None
		of the James Coles on the computer match him.
		No license, no prints, no warrants.  Nothing.
		You want me to go in with you?

				RAILLY
			(entering)
		No, thank you.

				FRANKI
		I'll be right here...just in case.

	INT.  ISOLATION CELL

	COLE stares at RAILLY.  The environment is intensely real...vivid
	colors...each sound, however slight, very distinct, almost loud...
	and yet she appears to him almost like a vision.

				RAILLY
		Mr. Cole?  My name is Doctor Railly.
		I'm a psychiatrist.  I work for the
		County -- I don't work for the police.
		My only concern is your well being --
		do you understand that?

				COLE
		I need to go now.

				RAILLY
		I'm going to be completely honest.  I'm
		not going to lie to you.  I can't make
		the police let you go...but I do want
		to help you.  And I want you to trust
		me.  Can you do that, James?  May I
		call you "James"?

				COLE
		"James"!  Nobody ever calls me that.

				RAILLY
			(frowns, studies him)
		Have you been a patient at County?
		Have I seen you someplace?

				COLE
		No, not possible.  Listen, I have to
		get out of here.  I'm supposed to be
		getting information.

				RAILLY
		What kind of information?

				COLE
		It won't help you.  You can't do anything
		about it.  You can't change anything.

				RAILLY
		Change what?

				COLE
		I need to go.

				RAILLY
		Do you know why you're here, James.

				COLE
		Because I'm a good observer.  Because I
		have a tough mind.

				RAILLY
		I see.  You don't remember assaulting a
		police officer...several officers?

				COLE
		They wanted identification.  I don't have
		any identification.  I wasn't trying to
		hurt them.

				RAILLY
		You don't have a driver's license,
		James?  Or a Social Security card?

				COLE
		No.
	
				RAILLY
		Why not?  Most people have some ID.

				COLE
		You wouldn't understand.

				RAILLY
		You've been in an institution, haven't
		you, James?  A hospital?

				COLE
		I have to go.

				RAILLY
		A jail?  Prison?

				COLE
		Underground.

				RAILLY
		Hiding?

				COLE
		I love this air.  This is wonderful air.

				RAILLY
		What's wonderful about the air, James?

				COLE
		It's so clean.  No germs.

				RAILLY
		You're afraid of germs?

				COLE
		I have to go.

				RAILLY
		Why do you think there aren't any germs
		in the air, James?

				COLE
		This is April, right?

				RAILLY
		July.

				COLE
			(sudden panic)
		July?!

				RAILLY
		Do you know what year it is?

				COLE
		What year is it?

				RAILLY
		What year do you think it is?

				COLE
		1995?

				RAILLY
		You think it's July of 1995?  That's
		the future, James.  Do you think you're
		living in the future?

				COLE
			(slightly confused)
		No, 1995 is the past.

				RAILLY
		1995 is the future, James.  This is 1989.

	COLE looks stunned.

	INT.  POLICE STATION CORRIDOR - MORNING

	COLE, bound tightly by the strait-jacket, heavy manacles on his
	ankles, is being escorted down the corridor by two surly POLICEMEN.

				COLE
		Where are you taking me?

				POLICEMAN #1
		South of France, buddy.  Fancy hotel.
		You're gonna love it.

				COLE
		South of France?!  I don't want to go
		to the South of France.  I want to make
		a telephone call.

	POLICEMAN #2 smirks as he unlocks a heavy steel door.

				POLICEMAN #2
		Zip it, scumbag -- you fooled the shrink
		with your act, but you don't fool us.

	Then, POLICEMAN #2 swings the steel door open and sunlight
	overwhelms COLE, blinding him in a dazzling fury of white light.

	EXT.  CITY STREET/MINI-VAN - DAY

	A Mini-van, the kind of vehicle used to transport a half dozen
	prisoners, crawls through a busy street.  The Police Department
	logo is prominent on the side of the van beneath barred windows.

	INT. COUNTY HOSPITAL/SHOWERS - AN HOUR LATER (MORNING)

	Fierce spray recalls the decontamination in the future.  COLE
	stands stark naked under the shower while two muscular attendants,
	PALMER and BILLINGS, supervise.

	As PALMER shuts off the water, BILLINGS hands COLE a towel and
	starts inspecting his scalp...

				BILLINGS
		Lemme see your head, Jimbo, see if you
		got any creepy crawlies.

				COLE
		I need to make a telephone call.

				BILLINGS
			(pulling Cole's head)
		Gotta work that out with a doctor, Jimbo.
		Can't make no calls 'til the doctor says.

				COLE
		It's very important.

				BILLINGS
		What chew gotta do, Jimbo, is take it
		easy, relax into things.  We all gonna
		get along fine if you just relax.

	COLE gets the hint of menace in the message and submits to the
	lice inspection, only his eyes revealing his frustration.

	INT.  HOSPITAL/DAYROOM - HALF AN HOUR LATER (DAY)

	COLE stands in the doorway, stunned by his first sight of the
	large room.  His eyes go to the heavily-grilled windows where
	light pours in from outside.  Then, to the TV, where a CARTOON
	COMMERCIAL makes raucous noises.

	PATIENTS, in K-Mart street clothes or ratty robes, stare gloomily
	at the TV, or play cards, pace, or just stare blankly.

	BILLINGS is at COLE'S side, beckoning to a patient, JEFFREY MASON,
	a twenty year old white youth dressed in khakis and a plaid shirt.

				BILLINGS
		Jeffrey.  Yo!  Jeffrey.  This here is James.
		Whyncha show James around?  Tell him the TV
		rules, show him the games an' stuff, okay?

				JEFFREY
			(with a sly look)
		How much you gonna pay me?  Huh?  I'd
		be doing your job.

				BILLINGS
		Five thousand dollars, my man.  That
		enough?  I'll wire it to your account
		as usual, okay?

				JEFFREY
		Okay, Billings.  Five thousand.  That's
		enough.  Five thousand dollars.  I'll
		give him the Deluxe Mental Hospital Tour.

	As BILLINGS walks away chuckling, JEFFREY turns to COLE.

				JEFFREY
		Kid around, kid around.  It makes them feel
		good, we're all pals.  We're prisoners, they're
		the guards, but it's all in good fun, you see?

	COLE nods and JEFFREY indicates card tables where PATIENTS are
	playing cards, checkers, chess, or working on jig saw puzzles.

				JEFFREY
		Here's the games.  Games vegitize you.
		If you play the games, you're
		voluntarily taking a tranquilizer.

	COLE sees a partially completed puzzle of the well-known painting,
	THE PEACEABLE KINGDOM, depicting a serene world of animals in harmony.

				JEFFREY
		What'd they give you?  Thorazine?  How
		much?  Learn your drugs -- know your doses.

				COLE
		I need to make a telephone call.

				JEFFREY
		A telephone call?  That's communication
		with the outside world!  Doctor's
		discretion.  Hey, if alla these nuts
		could just make phone calls, it could
		spread.  Insanity oozing through telephone
		cables, oozing into the ears of all those
		poor sane people, infecting them!  Whackos
		everywhere!  A plague of madness.
			(suddenly sly and confidential)
		In fact, very few of us here are actually
		mentally ill.  I'm not saying you're
		not mentally ill, for all I know you're
		crazy as a loon.  But that's not why
		you're here.  Why you're here is because
		of the system, because of the economy.
			(indicating the TV)
		There's the TV.  It's all right there.
		Commercials.  We are not productive
		anymore, they don't need us to make
		things anymore, it's all automated.  What
		are we for then?  We're consumers.  Okay,
		buy a lot of stuff, you're a good citizen.
		But if you don't buy a lot of stuff, you
		know what?  You're mentally ill! That's
		a fact!  If you don't buy things...toilet
		paper, new cars, computerized blenders,
		electrically operated sexual devices...
			(getting hysterical)
		SCREWDRIVERS WITH MINIATURE BUILT-IN
		RADAR DEVICES, STEREO SYSTEMS WITH
		BRAIN IMPLANTED HEADPHONES, VOICE-
		ACTIVATED COMPUTERS, AND...

	A woman orderly, TERRY, turns from the feeble PATIENT she's helping.

				TERRY
		Take it easy, Jeffrey.  Be calm.

	Abruptly, JEFFREY stifles his hysteria, takes a deep breath and
	continues, completely calm now.  But COLE isn't listening.  He's
	mesmerized by the TV.

				JEFFREY
		So if you want to watch a particular
		program, say "All My Children" or
		something, you go to the Charge Nurse
		and tell her what day and time the show
		you want to see is on.  But you have to
		tell her before the show is scheduled
		to be on.  There was this one guy who
		was always requesting shows that had already
		played.  He couldn't quite grasp the
		idea that the Charge Nurse couldn't
		just make it be yesterday for him, turn
		back time ha ha.  What a fruitcake!!

	This last thought actually penetrates COLE'S focus on the TV and
	he turns to JEFFREY who's picking up speed again.

				JEFFREY
		Seriously, more and more people are
		being defined now as mentally ill.  Why?
		Because they're not consuming on their
		own.  But as patients, they becone
		consumers of mental health care.  And
		this gives the so-called sane people work!
			(hysteria again)
		WHOOO!  SHOCK THERAPY!  GROUP THERAPY!
		HALLUCINATIONS!  THERAPEUTIC DRUGS!
		IGGIDY DIGGIDY DIG!  PERFECT!  THE
		SYSTEM IN HARMONY LIKE A BIG MACHINE...

				TERRY
		Okay, that's it, Jeffrey, you're gonna
		get a shot.  I warned you...

				JEFFREY
			(calming himself, smiling)
		Right!  Right!  Carried away, heh heh.
		I got "carried away".  Explaining the
		workings of...the institution.

	Just then, TJ WASHINGTON, a somber-looking African American in a
	bathrobe, taps COLE on the shoulder.

				TJ WASHINGTON
		I don't really come from outer space.

				JEFFREY
		This is TJ Washington, Jim -- he
		doesn't really come from outer space.

				TJ WASHINGTON
		Don't mock me, my friend.
			(to Cole)
		It's a condition of "mental divergence".
		I find myself on another planet, Ogo,
		part of an intellectual elite, preparing
		to subjugate barbarian hordes on Pluto.
		But even though it's a totally convincing
		reality in every way...I can feel, breathe,
		hear...nevertheless, Ogo is actually a
		construct of my psyche.  I am mentally
		divergent in that I am escaping certain
		unnamed realities that plague my life
		here.  When I stop going there, I will
		be well.  Are you also divergent, friend?

	The P.A. SYSTEM interrupts, startling COLE.

				P.A. SYSTEM (v.o.)
		James Cole.  Report to Staff.  James Cole!

				JEFFREY
		Staff!  Whoo!  Time for Staff.  Now the
		geniuses cure you.  Hallelujah!

	INT.  PSYCH WARD CONFERENCE ROOM - MINUTES LATER (DAY)

	COLE is agitated, speaking forcefully.

				COLE
		This is a place for crazy people!  I'm
		not crazy!

	RAILLY, four other PSYCHIATRIC RESIDENTS, including RAILLY'S best
	friend, MARILOU MARTIN, and their chief, DR. OWEN FLETCHER, sit
	around a beat-up conference table, watching COLE, who sits facing
	the doctors, with BILLINGS looming behind him.  (Some of the DOCTORS
	bear a strong resemblance to the SCIENTISTS OF THE FUTURE.)

				RESIDENT #1
		We don't use that term..."crazy", Mr. Cole.

				COLE
		Well, you've got some real nuts in here!
		Listen to me, all of you -- I have to
		tell you something that's going to be
		difficult for you to understand, but...

				DR. RAILLY
		James...please.  These are all doctors
		here and we want to help you.

				DR. FLETCHER
		Mr. Cole -- last night you told Dr.
		Railly you thought it was...
			(checking a file)
		1995. ... How about right now?  Do you
		know what year it is right now?

				COLE
		1989.  Look, I'm not confused.  There's been
		a mistake, I've been sent to the wrong place.

	Suddenly, COLE reaches out and BILLINGS lunges forward, but COLE
	is just grabbing a pad and pencil.

				COLE
		Hey, I'm not going to hurt anybody.

	FLETCHER restrains BILLINGS with a hand signal.

				COLE
			(drawing)
		Do any of you know anything about the
		Army of the Twelve Monkeys?  They paint
		this, stencil it, on buildings, all
		over the place.

	COLE waves a sketch of the dancing monkey logo we saw earlier.

				DR. CASEY
		Mr. Cole...

				COLE
		Right.  I guess you wouldn't, this is
		1989, they're probably not active yet.
		That makes sense!  Okay.  Listen to me,
		three billion people died in 1995.
		Three billion, got that?  Almost
		the whole population.  Of the world!
		Only about one percent survived.

	DOCTORS exchange knowing looks.  This is an old story, apparently.

				RESIDENT #2
		Are you going to save us, Mr. Cole?

				COLE
		Save you?  How can I save you?  It
		already happened!  I can't save you.  I'm
		simply trying to get some information for
		people in the present so that someday...
			(sees their eyes)
		You don't believe me.  You think I'm
		crazy.  But I'm not crazy.  I'm a convict,
		sure, I have a quick temper, but I'm as
		sane as anyone in this room.  I...

	COLE stops, sees DR. FLETCHER tapping his pencil.  COLE'S seen
	that tapping before -- in the future!  It disorients him.

				DR. RAILLY
		Can you tell us the name of the prison
		you've come from?

	COLE doesn't answer.  He's staring at the tapping pencil.

				DR. FLETCHER
		Does this bother you, Mr. Cole?

				COLE
			(recovering, new tack)
		No!  Look, I don't belong here!  What I
		need to do is make a telephone call to
		straighten everything out.

				DR. FLETCHER
		Who would you call, Mr. Cole, who would
		straighten everything out?

				COLE
		Scientists.  I'm supposed to report in
		to them.  They'll want to know they
		sent me to the wrong time.

				DR. FLETCHER
		So you could talk to these scientists
		and they do what?  Send you to the future?

				COLE
		No, no.  I can't talk to them.  It's called,
		"voice mail".  I'm supposed to leave messages.
		They monitor it from the present.

				RESIDENT #2
		"From the present."  We're not in the
		present now, Mr. Cole?

				COLE
		No, no.  This is the past.  This has
		already happened.  Listen...

				RESIDENT #3
		Mr. Cole, you belong in 1995 -- that's
		the present, is that it?

				COLE
		No, 1995 is the past, too.  Look...

				DR. FLETCHER
		These scientists, Mr. Cole?  Are they
		doctors like ourselves?

	Two of the residents exchange quick knowing looks.

				COLE
		No!  I mean yes, but... Look, I've been given
		a lot of drugs but I'm still perfectly lucid.
		You have to let me use the phone.  One call!

	COLE looks desperately toward RAILLY, pleading eyes meeting hers.

	INT.  LOW RENT APARTMENT - DAY

	Four little KIDS SCREAM and SQUABBLE while the phone CHIRPS
	insistently in the tiny, cluttered apartment and a harried MOTHER
	lunges for the phone, answers sharply...

				MOTHER
		Yes?
			(listens, frowns, then)
		Whaaaaat?  "Voice mail"!  I don't know
		what you're talkin' about. ... Is this
		a joke?  I don't know any scientists.
		James who?  Never heard of you!

	The MOTHER slams down the phone.

	INT.  RAILLY'S OFFICE/COUNTY HOSPITAL - DAY

	A dismayed COLE still has the receiver in his hand.  Sympathetically,
	RAILLY takes it from him.

				RAILLY
		It wasn't who you expected?

	COLE is clearly agitated, starts to pace, upset.  Nuts?

				COLE
		It was some lady.  She didn't know anything.

				RAILLY
		Perhaps it was a wrong number...

				COLE
		No.  That's the reason they chose me --
		I remember things.

	RAILLY frowns, studying the distracted man with intense interest.
	It's clear COLE is becoming a special patient and RAILLY'S cool,
	detached demeanor is giving way ever so slightly.

				RAILLY
		James, where did you grow up?  Was it
		around here?  Around Baltimore?

				COLE
			(lost in thought)
		What?

				RAILLY
		I have the...strangest feeling I've met
		you before...a long time ago, perhaps.
		Were you ever...?

				COLE
		Wait!  This is only 1989!  I'm supposed
		to be leaving messages in 1995.  It's
		not the right number yet.  That's the
		problem.  Damn!  How can I contact them?

	RAILLY recovers her distance, her poise, as she takes a bottle,
	pours out some tablets, and holds them out to COLE.

				RAILLY
		James, take these.
			(watching him step back)
		Please -- I helped you like I said I
		would.  Now I want you to trust me.

	INT.  AIRPORT CONCOURSE - DAY (THE DREAM)

	MR. PONYTAIL races past the startled YOUNG COLE.

				MR. PONYTAIL
		WATCH IT!

	Was it JEFFREY wearing gaudy pants and a ponytail?  It was
	definitely JEFFREY'S VOICE.

	TRAVELERS dive for cover as a WOMAN'S VOICE cries out...

				WOMAN'S VOICE
		NOOOOOOOOOO!

	The TERRIFIED TRAVELER looks up at YOUNG COLE, makes eye contact, but
	doesn't speak.  The TERRIFIED TRAVELER looks a lot like DR. FLETCHER!

	Just then, YOUNG COLE is distracted by a running figure.  It's
	the BLONDE MAN in the Hawaiian shirt, but he's not injured.  He's
	sprinting toward the gates, glancing back over his shoulder, his
	moustache slightly askew!

	A sharp CRACK of a GUNSHOT rings out!  Then, DAZZLING LIGHT.
	Everything goes white!

	INT.  DORMITORY (PSYCH WARD)/COUNTY HOSPITAL - NIGHT

	COLE'S eyes blink awake, blinded by a flashlight.

	He's lying in one of thirty beds in a darkened ward.  Disoriented.
	Which world is this?  The room is full of BREATHING, SNORING,
	occasional MOANS.  He can barely discern the shadowy figures of
	an ORDERLY and a NURSE, making their rounds, checking each bed.

	His eyes adjusting to the darkness, COLE watches them exit.

	He turns and sees a patch of moonlight coming in a barred window.

	With a quick glance at the sleeping PATIENTS, he slips out of
	bed, makes his way stealthily to the window, peers out.

	COLE'S POV:  the moon, glowing in the sky, illuminating a single
	tree.  Under the tree, in silhouette, a COUPLE embraces, kisses.

	ANGLE ON COLE, looking out the window, absorbed.

				VOICE (o.s.)
		It won't work. You can't open it.

	Alarmed, COLE turns, sees JEFFREY in the next bed.

				JEFFREY
		You think you can remove the grill but
		you can't.  It's welded.

	COLE checks the grill anyway.

				JEFFREY
		See?  I toldja.  And all the doors are
		locked, too.  They're protecting the
		people on the outside from us.  But the
		people outside are as crazy as us.

	COLE has become preoccupied with a small SPIDER creeping along
	the window sill.  He's staring at it when he's distracted by a
	sudden SOUND.  Grabbing the SPIDER, COLE scrambles back into bed
	just as the door opens and an ORDERLY probes the dark room with
	the blade of his flashlight.

	ANGLE ON COLE, in bed, feigning sleep.

	The flashlight clicks off and COLE hears the door close.

	For a long moment the ward is silent except for BREATHING,
	SNORES, occasional MOANS.  Then, COLE hears JEFFREY'S hoarse
	whisper, picking up right where he left off.

				JEFFREY
		You know what "crazy" is?  "crazy" is
		"majority rules".  Take germs for example.

	Although COLE is preoccupied with the SPIDER struggling to get
	out of his fist, he can't help reacting to the word, "germs"!

				COLE
		Germs?!

				JEFFREY
		In the 18th century there was no such
		thing!  Nobody'd ever imagined such a
		thing -- no sane person anyway.  Along
		comes this doctor...Semmelweiss, I
		think.  He tries to convince people...
		other doctors mostly...that there are
		these teeny tiny invisible "bad things"
		called germs that get into your body and
		make you...sick!  He's trying to get
		doctors to wash their hands.  What is
		this guy...crazy?  Teeny tiny invisible
		whaddayou call 'em?..."germs"!

	As JEFFREY warms to his subject, getting excited, COLE tries to
	figure out where to put the SPIDER.

				JEFFREY (cont.)
		So cut to the 20th century!  Last week
		in fact, right before I got dragged
		into this hellhole.  I order a burger
		in this fast food joint.  The waiter
		drops it on the floor.  He picks it up,
		wipes it off, hands it to me...like it
		was all okay.

	No alternative.  COLE pops the SPIDER in his mouth and swallows
	it as JEFFREY prattles on...

				JEFFREY
		"What about the germs?"  I say.  He
		goes, "I don't believe in germs.  Germs
		are just a plot they made up so they
		can sell you disinfectants and soap!"
		Now, he's crazy, right?  Hey, you
		believe in germs, don't you?

				COLE
		I'm not crazy.

				JEFFREY
		Of course not, I never thought you were.
		You want to escape, right?  That's very
		sane.  I can help you.  You want me to,
		don't you?  Get you out?

				COLE
		If you know how to escape, why don't you...?

				JEFFREY
		Why don't I escape, that's what you
		were going to ask me, right?  'Cause
		I'd be crazy to escape!  I'm all taken
		care of, see?  I've sent out word.

				COLE
		What's that mean?

				JEFFREY
		I've managed to contact certain underlings,
		evil spirits, secretaries of secretaries, and
		assorted minions, who will contact my father.
		When he learns I'm in this kind of place,
		he'll have them transfer me to one of those
		classy joints where they treat you...properly.
		LIKE A GUEST!  LIKE A PERSON!  SHEETS!
		TOWELS!  LIKE A BIG HOTEL WITH GREAT DRUGS
		FOR THE NUT CASE LUNATIC MANIAC DEVILS...

	PATIENTS are waking up as the NURSE and two ORDERLIES burst into the
	dorm and head straight for JEFFREY who's struggling to calm himself.

				JEFFREY
		Sorry.  Really sorry.  Got a little
		agitated.  The thought of escaping
		crossed my mind and suddenly...suddenly
		I felt LIKE BENDING THE FUCKING BARS
		BACK, RIPPING OFF THE GODDAMN WINDOW
		FRAMES AND...EATING THEM, YES, EATING
		THEM, AND LEAPING, LEAPING...

	COLE watches the ORDERLIES grab JEFFREY and haul him away.

				JEFFREY
		You dumb assholes!  I'm a mental patient!
		I'm supposed to act out.  Wait til you
		morons find out who I am.  My father's
		gonna be really upset.  AND WHEN MY
		FATHER GETS UPSET, THE GROUND SHAKES!
		MY FATHER IS GOD!  I WORSHIP MY FATHER.

	INT.  WARD DAYROOM - MORNING

	ANGLE ON TV SCREEN/A VIDEO IMAGE OF A LAB MONKEY, convulsing
	pathetically, a victim of shocks from the numerous wires attached
	to his tiny, restrained body.

	ANGLE ON COLE, sitting, writing intensely in a magazine with
	crayon, surrounded by dull-eyed PATIENTS in pajamas and ratty
	robes, staring at the shuddering LAB MONKEY on the TV screen.

				JEFFREY'S VOICE (o.s.)
		Torture!  Experiments!  We're all
		monkeys

	COLE locks up, startled, as JEFFREY, one eye bruised black, takes
	the seat next to him.

				COLE
		They hurt you!

				JEFFREY
		Not as bad as what they're doing to
		kitty.

	ANGLE ON TV, showing a laboratory CAT turning in mad circles,
	eating its own tail, while a NEWS REPORTER narrates.

				TV NEWS REPORTER (v.o.)
		These video tapes were obtained by
		animal rights activists who worked
		underground as laboratory assistants
		for several months.  Authorities say
		there is little they can do until...

	The video footage now shows LAB WORKERS watching the results of
	their experiments passively.

	ANGLE ON COLE, reacting angrily.

				COLE
		Look at those assholes, they're asking
		for it!  Maybe people deserved to be
		wiped out!

				JEFFREY
			(startled, turning)
		Wiping cut the human race!  That's a
		great idea!  But it's more of a long
		term thing -- right now we have to
		focus on more immediate goals.
			(sudden whisper)
		I didn't say a word about "you know
		what".

				COLE
		What are you talking about???

				JEFFREY
		You know -- your plan.

	As COLE stares, befuddled, JEFFREY sees COLE'S magazine.

				JEFFREY
		What're you writing?  You a reporter?

				COLE
			(shielding the magazine)
		It's private.

				JEFFREY
		A lawsuit?  You going to sue them?

	Just then BILLINGS looms over COLE, extending a cup full of pills.

				BILLINGS
		Yo, James -- time to take your meds.

	INT.  DAY ROOM/HOSPITAL - THIRTY MINUTES LATER (MORNING)

	ANGLE ON THE TV, a commercial playing:  a beautiful couple romps
	in the surf in slow motion while an eager NARRATOR encourages...

				NARRATOR (v.o.)
		Take a chance.  Live the moment.  Sunshine.
		Gorgeous beaches.  The Florida Keys!

	ANGLE ON COLE, very drugged, seated in front of the TV along with
	other drugged PATIENTS, staring at the screen.

	ANGLE ON THE TV, showing a picture of the Marx Brothers.

				TV AWNOUNCER (v.o.)
		We'll return to the Marx Brothers in
		"Monkey Business" following these
		messages.

				JEFFREY'S VOICE (o.s.)
		Monkey Business!  Monk Key Business.

	COLE sees JEFFREY sliding into the next chair and smirking.
	
				JEFFREY
		Get it?  Monk - Key.  Monk!
			(big grin)
		Key!

	JEFFREY flashes his palm open for one quick moment.  A KEY!

				COLE
			(groggy)
		What....???

				JEFFREY
		Wooooo, they really dosed you, bro.
		Major load!  Listen up -- try and get
		it together.  Focus!  Focus!  The plan!
		Remember?  I did my part.

				COLE
		What...???

				JEFFREY
		Not, "what", babe!  When!

		"When???"

				JEFFREY
			(pressing the key into Cole's hand)
		Now!

				VOICE/TV (o.s.)
		Let us guide you to the stocks and
		bonds that will enhance your portfolio.

				JEFFREY
			(leaping to his feet)
		YES -- NOW!  BUY NOW!  STOCKS AND BONDS!
		NO MORE MONKEY BUSINESS -- BUY NOW.

	ANGLE ON TV, almost mimicking JEFFREY with an ad...a BULL and a
	BEAR and a computer screen showing stock prices fluctuating.

				VOICE/TV (v.o.)
		A portfolio tailored to your specific
		needs and the needs of your loved ones...

	ANGLE ON COLE, dumbfounded, watching JEFFREY dance crazily.

				JEFFREY
		YES, YES.  ENHANCE YOUR PORTFOLIO NOW!

	ANGLE ON BILLINGS, across the ward, reacting to JEFFREY, lets go
	of the OLD MAN he's helping as another orderly, TERRY, presses a
	beeper, calling for help.

	ANGLE ON COLE, flabbergasted, as JEFFREY cavorts around the room.

				JEFFREY
		BUY!  SELL!  SEIZE THE OPPORTUNITY!

	ANGLE ON A HAND, inserting the last piece into the PEACEABLE
	KINGDOM JIGSAW PUZZLE.  Just then, JEFFREY'S HAND sweeps the
	puzzle off the table, scattering it into a thousand pieces.

	ANGLE ON JEFFREY, dancing away while the PATIENT who just
	completed the puzzle stares, very upset.

	Other PATIENTS are getting agitated, too, as JEFFREY avoids a
	lunge by BILLINGS and dances off, using PATIENTS as a shield.

				HEAVY WOMAN PATIENT
		I'M GETTING DIZZY.  MAKE HIM STOP!

				SKINNY MAN PATIENT
		HERE THEY COME!  THEY'RE COMING!

				OLD MAN PATIENT
		FIVE HUNDRED DOLLARS!  I GOT FIVE
		HUNDRED DOLLARS!  I'M INSURED!

				JEFFREY
		OPPORTUNITY!  DEFINITELY!  A WINDOW OF
		OPPORTUNITY!  OPENING NOW!  NOW'S THE TIME
		FOR ALL GOOD MEN TO SEIZE THE MOMENT!  YES!
		YES!  MASTERCARD!  VISA!  THE KEY TO HAPPINESS!

	ANGLE ON COLE, realizing through the haze of drugs that JEFFREY
	is sending a message to him.  COLE looks at the ward door.

	COLE'S POV:  the WARD DOOR opens and two husky ORDERLIES enter.
	One locks the door with a key, one of many on a key ring attached
	to his belt, as the other ORDERLY rushes to join the pursuit.

				JEFFREY
		SEIZE THE MOMENT!  GET RICH!  NOW'S THE
		TIME!  GO FOR IT!

				BILLINGS
			(missing a tackle)
		God damn you, Jeffrey, quit playing the fool.

	ANGLE ON COLE, hesitating.  He locks at the door...blurring in
	and out of focus.  He looks down at the key in his hand.

	ANGLE ON JEFFREY, being grabbed by the ORDERLIES.  JEFFREY
	resists wildly as they struggle to overpower him.

				JEFFREY
		LAST CHANCE!  LAST CHANCE!  HEY -- OW!

	ANGLE ON COLE, moving to the door.  He reaches it and tries to
	insert the key in the lock.

	ANGLE ON LOCK, as the key keeps missing the hole.

	ANGLE ON COLE, glancing nervously over his shoulder.

	COLE'S POV:  ORDERLIES swarm over JEFFREY, don't notice COLE.

	ANGLE ON COLE, managing to insert the key.  It won't turn.

	A PATIENT, close at hand, startles COLE, speaking into his ear.

				PATIENT
		Place to go would be...Florida.  The
		keys are lovely this tine of year.

	COLE, unnerved, desperate tries the key again.  It turns.

				PATIENT
		Be careful.  J. Edgar Hoover isn't really dead.

	COLE pauses, stares, not understanding.  Then, he opens the door.

	INT.  CORRIDOR/COUNTY HOSPITAL

	Stepping through the door, COLE finds himself in an ante-room
	facing several elevators.

	A uniformed SECURITY MAN sitting at a near-by desk doesn't even
	lock up from the magazine he's reading.

	Barely daring to breathe, COLE steps toward the elevators so his
	back is to the SECURITY MAN.  But he doesn't know how to control
	this elevator.  What should he do?

				SECURITY MAN'S VOICE (o.s.)
		Two's not working today.  Use one.

	COLE freezes, sneaks a glance over his shoulder.

	COLE'S POV:  the SECURITY MAN continues his reading.  He's a big
	guy with reading glasses perched on his nose.  He looks exactly
	like the MENACING GUARD IN THE FUTURE...SCARFACE!

	ANGLE ON COLE, stunned!

	Just then, an elevator door slides open.  The elevator's empty.

	COLE steps into it.

	INT.  ELEVATOR/COUNTY HOSPITAL

	The door closes, isolating COLE in the elevator.

	COLE finds the down button, is about to push it when the elevator
	springs to life.  The numbers on the indicator over the door
	start to rise.  7...8...9.

	Then, the elevator stops and the door opens.

	Two DOCTORS and an AIDE stand in front of the door, waiting.

	COLE hesitates.

	They look at him.  They seem to expect him to exit.

	Avoiding eye contact, COLE exits the elevator.

	As they enter the elevator, the DOCTORS look back at COLE and frown.

	INT.  RAILLY'S OFFICE - MORNING

	RAILLY has just arrived for work.  She's slipping on her white
	doctor's coat when...

	DR. CASEY, one of the other residents, sticks his head in the
	door waving a crayoned message on a page torn from a magazine.

				DR. CASEY
		This was in my box, but I have a slight
		suspicion it wasn't meant for me.

	CASEY enters the room, reading the scrawled words dramatically.

				DR. CASEY
		"You are the most beautiful woman I have
		ever seen.  You live in a beautiful
		world.  But you don't know it.  You have
		freedom, sunshine, air you can breathe."

				RAILLY
			(smiling)
		Cole.  James Cole -- right?

	She reaches for the note but CASEY moves it out of her grasp.

				DR. CASEY
		"I would do anything to stay here, but
		I must leave.  Please, help me."

				RAILLY
		Poor man...

	CASEY is handing her the note when another resident, DR. GOODINS,
	sticks his head in the door.  He's upset.

				DR. GOODINS
		Hey, Kathryn, James Cole is one of
		yours, right?

	RAILLY and CASEY stare at him.

				DR. GOODINS
		He got out.  Took off.  Last seen, he
		was up on nine.

    INT.  X-RAY DEPARTMENT/BASEMENT - DAY

    A PATIENT is being swallowed by a large tube, a CAT SCANNER,
    while a DOCTOR in a white coat speaks reassuringly.

				DOCTOR
		Just relax -- don't fight it.  We have
		to know exactly what's there so we can...

	The DOCTOR stops, astonished, as the door bursts open.

	It's COLE!  He stares at the PATIENT and the Cat Scanner.

	The PATIENT lifts his head up and stares at COLE.

				DOCTOR
		Eh, excuse me.  Can I help you?

	COLE turns and rushes back out the door.

	INT.  CORRIDOR/COUNTY HOSPITAL

	COLE steps into the corridor, turns to his right, freezes.

	A POSSE of SECURITY GUARDS is headed in his direction.

	COLE turns to his left.

	Four ORDERLIES are coming that way.

	COLE'S trapped.  A beat.  He attacks the nearest man.  BILLINGS.

	INT.  TECH ROOM/PSYCH WARD - SHORTLY (DAY)

	RAILLY prepares a hypo, turns to COLE who is strapped tightly on
	a gurney with BILLINGS and an RN standing on either side, tense
	for more trouble.  One of BILLINGS' eyes is starting to swell shut.

				RAILLY
		It's just a shot to calm you.

				COLE
		No more drugs.  Please...

				RAILLY
		I have to do this, James.  You're very
		confused.

	RAILLY pushes the needle into COLE'S skin.

	INT.  CONFERENCE ROOM/PSYCH WARD - LATER (DAY)

	DR. FLETCHER faces RAILLY across the conference table.  DR.
	CASEY, DR. GOODINS, DR. MARILOU MARTIN are also there.

				DR. FLETCHER
		Don't be defensive, Kathryn, this isn't
		an inquisition.

				RAILLY
		I didn't think I was being defensive.
		I was just...

				DR. FLETCHER
		He should have been in restraints.  It
		was bad judgment on your part, plain
		and simple.  why not just cop to it?

				RAILLY
		Okay, it was bad judgment.  But I have
		the strangest feeling about him -- I've
		seen him somewhere and...

				DR. FLETCHER
			(impatient, not interested)
		Two policemen were already in the
		hospital and now we have an orderly
		with a broken arm and a Security
		Officer with a fractured skull.

				RAILLY
		I said it was bad judgment!  What else
		do you want me to say?

				DR. FLETCHER
		You see what I mean?  You're being defensive.
			(to Dr. Casey)
		Isn't she being defensive, Bob?

	But just then, BILLINGS sticks his head in the door.

				BILLINGS
		Uh, Dr. Fletcher -- we got another...
		situation.

	INT.  CORRIDOR/PSYCH WARD - MOMENTS LATER (DAY)

	DR. FLETCHER looks into an empty padded cell as RAILLY, MARTIN,
	GOODIN, BILLINGS, PALMER and the NURSE crowd behind him.

				DR. FLETCHER
		He was in full restraints?  And the
		door was locked?

				BILLINGS
		Yes, sir.  Did it myself.

				DR. FLETCHER
		And he was fully sedated?

				RAILLY
		He was fully sedated!

				DR. FLETCHER
		Then are you trying to tell me that a
		fully sedated, fully restrained patient
		somehow slipped out that vent, replaced
		the grill behind him and that he's wriggling
		through the ventilation system right now?

	DR. FLETCHER indicates an impossibly tiny vent high in the wall.

	INT.  CONCOURSE/AIRPORT - DAY (THE DREAM)

	Seen through the glass windows, a 747 takes off, climbing into
	the sky as the airport P.A. System drones...

				P.A. SYSTEM
		Flight 784 to San Francisco now
		boarding at Gate 38...

	YOUNG COLE, watching the 747, whirls at the SOUND of a COMMOTION.

	MR. PONYTAIL bumps him.

	The BLONDE MAN sprints past.  The WOMAN'S VOICE calls out!

				WOMAN'S VOICE
		NOOOOOOOOOO!

	TRAVELERS dive for cover briefly revealing the mysterious BRUNETTE
	running after the BLONDE MAN!  But this time, YOUNG COLE catches
	just a glimpse of her face.  She looks a little like RAILLY except
	for the dark hair, the make-up. and the flashy earrings.  She
	calls out, her VOICE blending weirdly with the P.A. SYSTEM...

				BRUNETTE/P. A. SYSTEM
		The Freedom For Animals Headquarters
		now boarding on Second Avenue.  The
		Army of the Twelve Monkeys...

				ENGINEER'S VOICE (o.s.)
		Cole, you moron -- wake up!

	INT.  ENGINEERING OFFICE - ETERNAL NIGHT OF THE FUTURE

	As COLE blinks awake, the digitized monotone of the P.A. SYSTEM
	continues to drone in an unearthly VOICE...

				UNEARTHLY VOICE/P.A. SYSTEM
		-- they're the ones who are going to do it...

	COLE'S eyes seek the source of the sound and find it on the table
	in front of the panel of disapproving SCIENTISTS facing him.  It's
	a beat-up old tape recorder.

				UNEARTHLY VOICE/TAPE RECORDER
		I can't do anything more.  The Police
		are after me.

	The tape ends, runs off the reel, flap...flap...flap...

				ASTROPHYSICIST
		Well?

				COLE
		Uh, what?

				ENGINEER
		He's drugged out of his mind!  He's
		completely zoned out.

				ASTROPHYSICIST
		Cole, did you or did you not record
		that message?

				COLE
		Uh, that message...me?

				MICROBIOLOGIST
		It's a digital reconstruction of a
		message, Cole, from a weak signal on our
		contact number.  Did you make that call?

				COLE
			(angrily)
		I couldn't call!  You sent me to the
		wrong year!  It was 1989.

				SCIENTISTS
		1989!

	The SCIENTISTS react, exchanging looks, whispers.  Then,

				ZOOLOGIST
		You're certain of that?

				GEOLOGIST
			(before Cole can answer)
		What did you do with your time, Cole?
		Did you waste it on drugs?  Women?

				COLE
		They forced me to take drugs.

				BOTANIST
		Forced you!  Why would someone force
		you to take drugs?

				COLE
		I got into trouble.  I got arrested.
		But I still got you a specimen -- a
		spider -- but I didn't have anyplace to
		put it, so I ate it.  It was the wrong
		year anyway, so I guess it doesn't matter.

	The SCIENTISTS stare incredulously, then turn, exchange knowing
	looks, huddle, start whispering to one another.

	Struggling to stay awake COLE sees, blurrily, the MICROBIOLOGIST
	staring at COLE intently.  For one moment, the face belongs to
	DR. FLETCHER!

	COLE blinks hard...and the MICROBIOLOGIST has his own face, again.

	COLE'S head slumps forward now...and everything goes dark.

				GEOLOGIST'S VOICE (o.s.)
		Cole!

	INT.  ENGINEERING OFFICE - ETERNAL NIGHT OF THE FUTURE

	COLE comes awake with a start.  The room is dark now, except...

	a slide is being projected on a torn screen.  It's a picture of a
	stenciled graffiti...the logo of The Army of the 12 Monkeys.

				ENGINEER
		What about it, Cole?

				ZOOLOGIST
		Did you see it?

				COLE
		Uh, no, sir.  I...

	Another slide CLICKS into place.  Youthful PROTESTERS, their
	placards featuring slogans and images of Animal Atrocities,
	confront POLICE in riot gear.

				ASTROPHYSICIST
		What about these people?  Did you see
		any of these people?

	Zooming in, panning, the SCIENTISTS emphasize the FACES of the
	PROTESTERS.  The FACES are unfamiliar to COLE (though WE will
	recognize some of them later on).

				COLE (o.s.)
		Uh, no, sir, I...wait!

	The image pans back to a much enlarged blurry FACE among the
	PROTESTERS.  In spite of the poor image, the expression of rage
	is clear, and it seems to resemble a somewhat older JEFFREY MASON.

				ASTROPHYSICIST
		Him?  You saw that man?

				COLE
		Uh, I think so.  In the mental hospital.

				MICRO3IOLOGIST
			(switching on the light)
		You were in a mental institution?!

	The SCIENTISTS MUTTER disapprovingly among themselves.

				ASTROPHYSICIST
		You were sent to make very important
		observations!

				BOTANIST
		You could have made a real contribution.

				GEOLOGIST
		Helped to reclaim the planet...

				ZOOLOGIST
		As well as reducing your sentence.

				MICROBIOLOGIST
		The question is, Cole -- "Do you want
		another chance?"

	COLE stares at them, trying to figure out what they mean.

	INT.  CONCOURSE/AIRPORT - DAY (THE DREAM)

	The BRUNETTE runs up the concourse, her back to YOUNG COLE, as
	frightened PASSENGERS duck for cover, SHOUTING!

				RASPY VOICE (o.s.)
		Hey!  Who's that?

	INT.  CELL - ETERNAL NIGHT

	COLE opens his eyes.  Where is he?  Silence as he examines the
	tiny cell.  Bare cement walls.  High ceiling.  Same color and
	size as the isolation room at the county hospital.

				RASPY VOICE (o.s.)
		Hey, Bob...what's your name?

	COLE looks around frantically.  Up, down.  Where is the VOICE
	coming from?  Maybe from that tiny vent high in the wall...

				COLE
		Where are you?

				RASPY VOICE (o.s.)
		You can talk!  Wah'dja do, Bobby boy?
		Volunteer?

				COLE
		My name's not "Bob".

				RASPY VOICE (o.s.)
		Not a prob, Bob.  Where'd they send you?

				COLE
		Where are you?

				RASPY VOICE (o.s.)
		Another cell. ...  Maybe.

				COLE
		What do you mean, "maybe"?  What's that
		supposed to mean?

				RASPY VOICE (o.s.)
		Maybe.  Means "maybe" I'm in the next cell,
		another "volunteer" like you -- or "maybe"
		I'm in the Central Office spying on you
		for all those science bozos.  Or, hey, "maybe"
		I'm not even here.  "Maybe" I'm just in
		your head.  No way to confirm anything.
		Ha Ha.  Where'd they send you?

	COLE doesn't answer.

				RASPY VOICE (o.s.)
		Not talking, huh, Bob?  That's okay
		I can handle that.

				COLE
		1989.

				RASPY VOICE (o.s.)
		89!  How was it?  Good drugs?  Lotsa
		pussy?  Hey, Bob, you do the job?  D'ju
		find out the "big info"?...Army of the
		Twelve Monkeys...where the virus was
		prior to mutation?

				COLE
		It was supposed to be 1995.

				RASPY VOICE (o.s.)
		Science isn't an exact science with
		these clowns.  You're lucky you didn't
		end up in ancient Egypt!

	INT.  LAB - ETERNAL NIGHT OF THE FUTURE

	COLE is strapped on a gurney.  SCIENTISTS hover near-by,
	whispering.  The walls of the gloomy chamber are damp, sweating.

				GEOLOGIST
		No mistakes this time, Cole.

				ASTROPHYSICIST
		Stay alert.  Keep your eyes open.

				ZOOLOGIST
		Good thinking about that spider, Cole.
		Try and do something like that again.

				MICROBIOLOGIST
		Just relax now -- don't fight it.  We
		have to know exactly what's there so we
		can fix it.

	The gurney is being wheeled into a crudely welded steel tube...
	reminiscent of the cat scanner in County Hospital.

	COLE'S POV:  a last glimpse of anxious FACES, then the chamber
	door is CLANGED shut.

	EVERYTHING IS BLACK.  A HUM BUILDS.  THE BLACKNESS VIBRATES, THE
	HUM REACHES A DEAFENING LEVEL, THEN DIMUENDOS.  WE BEGIN TO HEAR
	BURSTS OF MACHINE GUN FIRE, VOICES SHOUTING IN FRENCH, A SUDDEN
	HUGE EXPLOSION!  THEN...

	EXT.  TRENCH/FRANCE - DAY

	DRIZZLING RAIN.  And SCREAMS.  COLE'S in a deep trench, naked,
	eyes wide with terror. What's going on? Where is he?  SOLDIERS
	in gas masks push urgently past him rushing toward their injured
	COMRADES who've been ripped apart by the shell that just hit
	fifteen yards away.  Muffled VOICES shout through gas masks...
	in FRENCH.  COLE doesn't know it, but this is World War I!
	Suddenly, a SERGEANT confronts him, shouting in French.

				SERGEANT
			(FRENCH, subtitled)
		Where's your mask?!  And your clothes...
		and your weapon, you idiot?!

				COLE
		What?  What??

	COLE looks around desperately.  A horribly WOUNDED MAN is being
	stretchered past them in the narrow trench.  Machine guns chatter
	close at hand.  AAK AAK AAK.  A grenade EXPLODES.  Reacting to the
	foreign word, the SERGEANT jams his bayonet into COLE'S ribs...

				SERGEANT
			(FRENCH, subtitled)
		Captain!  A Kraut!  We got a Kraut!

				COLE
		I don't understand.  Where am I?

	The CAPTAIN hurries over, snapping at COLE in German.

				CAPTAIN
			(GERMAN, subtitled)
		How'd you get here, soldier?  What's
		your rank?  Where are your clothes?

				COLE
		I...don't understand.

				CAPTAIN
			(frowning, GERMAN, subtitled)
		German!  Speak German!  What are you
		doing here?

				VOICE (o.s.)
			(pleading in English)
		I gotta find 'em.  I gotta find 'em.
		Please, you gotta help me!

	COLE turns, sees...

	It's his friend, JOSE, the Puerto Rican kid from the next cell in
	the "underground" time.  He's being carried past COLE now on a
	stretcher, blood all over his torso, horribly wounded.

				COLE
		JOSE!

				JOSE
		Cole!  Oh, God, Cole, where are we?

	JOSE reaches out to COLE just as a PHOTOGRAPHER takes a FLASH
	PICTURE of the kid being carried off on the stretcher.  SUDDENLY,
	SHOTS RING OUT.  COLE goes down.  Hit in the leg!

	SOLDIERS in gas masks rush past him like giant insects.

	Looking to his left, COLE sees the CAPTAIN lying beside him, dead
	from a chest wound, his gas mask half off.

	COLE is reaching for the mask when...

	A SHELL HITS CLOSE BY WITH AN ENORMOUS EXPLOSION.

	EXT.  COLLEGE CAMPUS - NIGHT

	Stunningly quiet.  We are on a placid campus looking at the
	dignified architecture of Breitrose Hall.  MOVING IN we FOCUS ON
	a large poster advertising "The Alexander Lectures, Spring 1995".
	WE SKIM the listings (Jon Else on The Nuclear Agony, Dr. Andrew
	Miksztal on Biological Ethics, etc.) until we SETTLE ON...

				DR. KATHRYN RAILLY
			MADNESS AND APOCALYPTIC VISIONS
					MAY 17

	INT.  AUDITORIUM/BREITROSE HALL - NIGHT

	A large screen dominates the auditorium stage.  On the screen is
	a slide of an engraving from the Middle Ages showing a MADMAN in
	apparent agony, his mouth shaped to a scream, as he is restrained
	by PEASANTS.  The projector ZOOMS slowly in on the agonized FACE
	of this MADMAN as we HEAR RAILLY'S VOICE lecturing.

				RAILLY'S VOICE (o.s.)
		According to the accounts of local
		officials at that time, this gentleman,
		judged to be about forty years of age,
		appeared suddenly in the village of Wyle
		near Stonehenge in the West of England in
		April of 1162.  Using unfamiliar words and
		speaking in a strange accent, the man made
		dire prognostications about a pestilence
		which he predicted would wipe out humanity
		in approximately 8OO years.  Deranged and
		hysterical, the man raped a young woman of the
		village, was taken into custody, but then
		mysteriously escaped and was not heard of again.

	WE DISCOVER RAILLY, six years older now, standing at a lectern
	in a pool of light.  She's dwarfed by the giant screen where the
	engraving is replaced by a series of slides of woodcuts showing
	scenes of pestilence in the Middle Ages as she lectures to an
	audience of mostly SCHOLARLY TYPES.

					RAILLY (cont.)
		In 1841, Mackay wrote, "During seasons
		of great pestilence, men have often
		believed the prophecies of crazed
		fanatics, that the end of the world was
		come."  Obviously, this plague/doomsday
		scenario is considerably more compelling
		when reality supports it in some form,
		whether it's the Bubonic Plague, smallpox,
		or AIDS.  In addition to these "natural"
		contagions, there are now technological
		horrors as well:  besides radiation,
		consider our lurking fear of germ
		warfare and its close approximation,
		chemical warfare, which first reared
		its ugly head in the deadly mustard
		gas attacks during the First World War.

	ON THE SCREEN, a SERIES of SLIDES show images of WORLD WAR I
	SOLDIERS in gas masks, in death throes, etc..

				RAILLY'S VOICE (cont. o.s.)
		During such an attack in the French
		trenches in October, 1917, we have an
		account of this soldier...

	ON THE SCREEN, a slide of an old deteriorated photograph shows
	JOSE, the Puerto Rican kid, strapped to a stretcher, being carried
	by SOLDIERS through the trenches during an attack.  JOSE appears
	to be ranting madly as the projector ZOOMS CLOSER on his face until
	the image approximates Munch's famous painting.

				RAILLY'S VOICE (cant. o.s.)
		-- who, during an assault, was wounded
		by shrapnel and hospitalized behind the
		lines where Doctors discovered he had
		lost all comprehension of French but
		spoke English fluently, albeit in a
		regional dialect they didn't recognize.
		The man, although physically unaffected
		by the gas, was hysterical.  He claimed
		he had come from the future, that he was
		looking for a pure germ that would
		ultimately wipe mankind off the face of
		the earth in the year... 1995!

	The AUDIENCE gives a nervous CHUCKLE.

	ON THE SCREEN, a different old photograph of JOSE.  This time
	he's in a military hospital, gaunt, haunted, very ill.

				RAILLY'S VOICE (cont. o.s.)
		Although seriously injured, the young
		soldier disappeared from the hospital
		before more data could be gathered.  No
		doubt, he was trying to carry on his
		mission to warn others, substituting
		for the agony of war...a self-inflicted
		agony we call the "Cassandra Complex".

	As RAILLY continues, we SCAN the AUDIENCE and DISCOVER MARILOU MARTIN,
	RAILLY'S friend, and MARILOU'S HUSBAND, WAYNE CHANG, both listening
	attentively.  Further away, another MAN listens intently.  A MAN with
	shoulder-length carrot-colored hair.  His name is DR. PETERS.

				RAILLY (cont.)
		Cassandra, in Greek legend you will recall,
		was condemned to know the future but to be
		disbelieved when she foretold it.  Hence,
		the agony of foreknowledge combined with
		impotence to do anything about it.

	INT.  RECEPTION ROOM - AN HOUR LATER (NIGHT)

	A stack of new books.  THE DOOMSDAY SYNDROME, Apocalyptic
	Visions of the Mentally Ill by Dr. Kathryn Railly

	Surrounded by enthusiastic members of the audience, RAILLY is
	seated at the table signing books but DR. PETERS has her ear.

				DR. PETERS
		I think, Dr. Railly, you have given
		your alarmists a bad name.  Surely
		there is very real and very convincing
		data that the planet cannot survive the
		excesses of the human race:  proliferation
		of atomic devices, uncontrolled breeding
		habits, the rape of the environment, the
		pollution of land, sea, and air.  In this
		context, isn't it obvious that "Chicken
		Little" represents the sane vision and
		that Homo Sapiens' motto, "Let's go
		shopping!" is the cry of the true lunatic?

	DR. PETERS smiles self-importantly at RAILLY as an elderly
	disheveled PROFESSOR elbows in front of him.
 
				DISHEVELED PROFESSOR
		Doctor Railly -- please!  I wonder if
		you're aware of my own studies which
		indicate that certain cycles of the
		moon actually impact on the incidence
		of apocalyptic predictions as observed
		in urban emergency rooms and...

	As the PROFESSOR babbles, MARILOU MARTIN and her husband, WAYNE
	CHANG, appear and whisper...

				MARILOU
		You were great.

				RAILLY
		You're leaving?

				MARILOU
		The reservation's at nine thirty --
		it's getting late.

				DISHEVELED PROFESSOR
		Doctor Railly -- please -- this is very
		important!

				WAYNE CHANG
			(checking the professor)
		You sure you're gonna be all right?

				RAILLY
			(smiles, checks her watch)
		I'll be there in twenty minutes.

				DISHEVELED PROFESSOR
		Dr. Railly, I simply cannot understand
		your exclusion of the moon in relation
		to apocalyptic dementia...

	EXT.  PARKING LOT/BREITROSE HALL - NIGHT

	A full moon.

	COLLEAGUES in a VOLVO pull out of the parking lot, calling,
	"Congratulations" to RAILLY.

	She waves back as she hurries to her black ACURA, one of the last
	cars left in the lot.

	The outside lights of Breitrose Hall go off.

	RAILLY seems to be alone in the lot as she fishes keys from her
	purse, unlocks her car door, starts to open it when...

	Suddenly, she's grabbed from behind in a choke-hold by a large
	shadowy MAN looming out of the darkness behind her.

				MAN'S VOICE
		Get in!

	Unable to scream, she writhes and kicks as he forces her into the
	front seat.

				MAN'S VOICE
		I've got a gun.

	RAILLY freezes, terrified, as he opens the rear door and
	scrambles in behind her.

	INT.  ACURA/PARKING LOT

	Fighting to suppress the quaver in her voice, RAILLY says...

				RAILLY
		You can have my purse.  I have a lot of
		cash and credit...

				MAN'S VOICE (o.s.)
		Start the car.

	Glancing in the rear view mirror, RAILLY sees penetrating eyes
	peering out of the shadows, no other features.

	Half-turning in the seat, she holds out the keys to him.

				RAILLY
		Here!  You can have the keys.  You can...

	He grabs her hair and yanks her head back hard, speaking fiercely
	into her ear, his face last in shadow.

				MAN
		START THE CAR!  NOW!

	EXT.  ACURA/PARKING LOT

	The engine STARTS, the Acura backs up, then heads for the exit.

	INT.  ACURA

	Steering fearfully, RAILLY hears him speak more calmly now.

				MAN'S VOICE (o.s.)
		I don't want to hurt you.  But I will.
		I've hurt people before when...when I
		had no choice.  Turn left.

	As she makes the turn, RAILLY glances in the rear view mirror,
	sees him unfolding a tattered map.  His face is lost in darkness
	but she glimpses ragged, torn clothing as he tries to read the
	map by the intermittent glow of passing street lights.

				RAILLY
		Where... where are we going'

				MAN
		I need you to drive me to Philadelphia.

				RAILLY
			(startled, horrified)
		But that's... that's more than 200 miles!

				MAN
		That's why I can't walk there.  Turn
		here... I think...

	RAILLY obeys.  She glances in the mirror again, hesitates, then
	boldly switches on the dome light, holding her breath fearfully
	for his reaction.

	He grunts appreciatively.  Relieved, she looks in the mirror
	again, trying to get a better look at him, but now his features
	are concealed by the map.

				RAILLY
		If you make me go with you, it's
		kidnapping.  That's a serious crime.
		If you let me go, you could just take
		the car and...

				MAN
		I don't know how to drive!  We went
		underground when I was nine, I told you
		that.  When you come to the corner,
		turn right.

	Startled, RAILLY whirls, looks right at him.

	He's lowered the map.  It's COLE!  Haggard, unshaven, dirty.

				RAILLY
		Cole!  James Cole!  You escaped from a
		locked room six years ago.

				COLE
		1989.  Six years for you.  There's the
		sign!  Right here!

	COLE is indicating a freeway entrance.

	RAILLY turns the wheel sharply.

	EXT.  FREEWAY - NIGHT

	The Acura veers up the ramp and onto the freeway.

	INT.  ACURA/FREEWAY - NIGHT

	RAILLY glances in the mirror, sees COLE settling back wearily
	against the seat.  She says carefully...

				RAILLY
		I can't believe this is a coincidence,
		Mr. Cole.  Have you been...following me?

				COLE
		You told me you'd help me.  I know this
		isn't what you meant, but...I was desperate...
		no money...bum leg... sleeping on the streets.
		I probably smell bad.  Sorry about that.
		But then I saw your book in a store window
		with a notice about your lecture.
			(sudden pride)
		I can read, remember?

				RAILLY
		Yes, I remember.
			(a beat, then)
		Why do you want to go to Philadelphia?

				COLE
		It's the next step.  I checked out the
		Baltimore information, it was nothing.
		It's Philadelphia, that's where they
		are, the ones who killed everyone.
			(pointing suddenly, eagerly)
		Zs that a radio?  Does it play music?

	RAILLY turns on the radio and immediately WE HEAR the SOUND of SURF
	and the CRIES of gulls, background to an oozing baritone COMMERCIAL.

				COMMERCIAL/RADIO (o.s.)
		This is a personal message to you.

	COLE sits up, alert, listening intently.

				COMMERCIAL/RADIO (cont. o.s.)
		Are you at the end of your rope?  Are
		you dying to get away?

	COLE'S eyes narrow, concentrating on this personal message.

				COMMERCAIL/RADIO (cont. o.s.}
		The Florida Keys are waiting for you.

	COLE frowns as the SOUND of breaking SURF and crying GULLS fills
	the car.  It's confusing!  He blurts out...

				COLE
		I've never seen the ocean!

	Observing his confusion in the mirror, RAILLY assumes her
	professional tone.

				RAILLY
		It's an advertisement, Mr. Cole.  You
		do understand that, don't you?  It's
		not really a special message to you.

	COLE frowns.  He did think it was for him, but she's probably right.

				COLE
		You used to call me "James".

				RAILLY
		You'd prefer that? ... James...you
		don't really have a gun, do you.

				COLE
			(cynical laugh)
		Everybody's got a gun.  In this city...

	He breaks off reacting to the RADIO MUSIC!  FATS DOMINO singing
	"BLUEBERRY HILL"!  COLE grins, mouth agape, eyes wide like a kid's.

				COLE
		Can you...can you make it louder?  I
		love hearing twentieth century music!
		Hearing music and breathing air!

	As RAILLY cranks up the volume, she watches the mirror
	incredulously, sees him stick his head out the window into the
	wind, mouth open, "eating" the air hungrily.

	EXT.  FREEWAY/ACURA - NIGHT

	"BLUEBERRY HILL" BLARES as the Acura, COLE'S head out the rear
	window, zips past a sign at 65 mph.

	The sign says, "PHILADELPHIA 233 MILES."

	INT.  ACURA/FREEWAY - NIGHT

	RAILLY glances in the mirror at the nut in the rear seat with his
	head out the window.  what can she do?  Just then, while she's
	trying to figure something out, an ANNOUNCER'S VOICE breaks in...

				ANNOUNCER/RADIO (o.s.)
		This just in from Fresno, California:
		emergency crews are converging on a
		cornfield where playmates of nine year
		old Ricky Neuman say they saw him
		disappear right before their eyes.

	COLE pulls his head back inside with a frown, troubled now.

				ANNOUNCER/RADIO (cont. o.s.)
		Young Neuman apparently stepped into an
		abandoned well shaft and is lodged somewhere
		in the narrow 150 foot pipe, possibly alive,
		possibly seriously injured.  Playmates claim
		they heard him cry out faintly but since then
		there has been no contact with...

				COLE
		"Never cry wolf!"

				RAILLY
		What?

				COLE
		My father told me that.  "Never cry
		wolf."  Then people won't believe you
		if...something really happens.

				RAILLY
		"If something really happens"...like
		what, James?

				COLE
		Something bad.  Is that all the music?
		I don't want to hear this stuff...

	RAILLY glances at him as she scans stations.

				RAILLY
		Did something terrible happen to you when
		you were a child?  Something so bad...?

				COLE
		Ohhhh, that one!  Can we hear that one?

	It's IVORY JOE HUNTER singing, "SINCE I MET YOU, BABY".

				IVORY JOE/RADIO (o.s.)
		"Since I met you, baby,
		My whole life has changed...

	Ecstatic, COLE sticks his head out the window again.

	EXT.  ACURA/FREEWAY

	COLE'S POV:  the heavens, glittering with a million stars and a
	lover's moon as IVORY JOE croons the achingly romantic lyrics...

				IVORY JOE/RADIO (cont. o.s.)
		"-- cause since I met you, baby.
		All I need is you..."

	ANGLE ON COLE, wind in his hair, eyes shining, gulping air blissfully.

	INT.  RAILLY'S APARTMENT - MORNING

	Two POLICE OFFICERS and an anxious MARILOU MARTIN listen to an
	answering machine's message while a hungry CAT cries plaintively.

				ANSWERING MACHINE
		Dr. Railly -- this is Palmer from Psych
		Admitting.  There was a guy here this
		afternoon looking for you.  He seemed
		very agitated.  We tried to keep him, but
		he refused 'n I kept thinking, I know
		this guy.  Then, just a few minutes ago,
		it came to me.  It's Cole!  James Cole.
		Remember him?  The paranoid who pulled
		the Houdini back in '89.  Well, he's
		back and he's...cuckoo...and he's looking
		for you.  I thought you oughta know.

	The machine switches off.  The POLICE OFFICERS exchange a look.

				MARILOU MARTIN
		It's just as I told you -- my husband
		and I had gone ahead -- she never
		showed.  That's totally unlike her!

				OFFICER TWO
			(pulls out his notebook)
		Do you happen to know the make of her car?

				MARILOU MARTIN
		Um...Acura...'92 Acura. ... Also, that
		cat's starving!  She would never neglect
		her cat!

	EXT.  MOTEL - MORNING

	The ACURA is parked outside room 46 of the HIGHWAYS & BYWAYS
	MOTEL, which has definitely seen better days.

	INT.  MOTEL ROOM 46

	The TV is on.  A commercial is just starting.  A catfood jingle.

	The sound of HEAVY BREATHING.

	ANGLE ON COLE, sweating, BREATHING HEAVILY, sprawled on one side
	of the double bed, sound asleep.

	INT.  CONCOURSE/AIRPORT - DAY (THE DREAM)

	GUNSHOT!  YOUNG COLE glimpses the BLONDE MAN staggering, wounded.

	The mysterious BRUNETTE races past him toward the BLONDE MAN, and
	YOUNG COLE again glimpses the resemblance to RAILLY, in spite of
	the dark hair, the make-up, the flashy earrings.

	Close at hand, YOUNG COLE'S FATHER, his face still out of view, says,

				FATHER'S VOICE (o.s.)
		Son, it's important for your cat to
		have the nourishment necessary for
		healthy bones and a rich coat.

	INT.  MOTEL ROOM 46

	COLE comes awake with a start.  He stares, disoriented, at the
	CATFOOD COMMERCIAL on the TV.

				RAILLY'S VOICE (o.s.)
		Please untie me.  I'm very uncomfortable.

	COLE turns to RAILLY, beside him on the bed, frightened and
	helpless, her jacket arranged to restrain her like a strait-jacket.

	COLE'S instinct is to free her at once, but he controls his
	impulse.  He looks away, gets up, and, wincing, limps to the
	dresser, stepping around empty fast-food cartons.  He pulls a
	razor and shaving soap from a paper bag, then goes into the
	bathroom, leaving the door open, and starts to shave.

				COLE
		You were in my dream just now.  Your hair
		was different, but I'm sure it was you.

				RAILLY
		We dream about what's important in our lives.
		And I seem to have become pretty important
		in yours.  What was the dream about?

				COLE
		About an airport...before everything
		happened.  It's the same dream I always
		have -- the only one.  I'm a little kid
		in it.

				RAILLY
		And I was in it?  What did I do?

				COLE
		You were very upset.  You're always
		very upset in the dream, but I never
		knew it was you before.

				RAILLY
		It wasn't me before, James.  It's
		become me now because of...what's
		happening.  Please untie me.

	Finished shaving, COLE re-enters the bedroom, toweling his face.

				COLE
		No, I think it was always you.  It's
		very strange.

				RAILLY
		You're flushed.  And you were moaning.
		I think you're running a fever.  What
		are you doing?

	COLE is rummaging through RAILLY'S wallet, pulling out money.

				COLE
		I'll be back in a minute.

	He heads for the door.

				RAILLY
		No!  Don't leave me here like this!

	Too late!  He shuts the door behind him, leaving her alone.

	ANGLE ON THE TV SCREEN, where an ANCHORMAN sits at a News Set.

				TV ANCHORMAN
		And in Fresno, California...crews
		continue to attempt to rescue nine year
		old Ricky Neuman.

	ANGLE ON RAILLY, twisting and struggling on the bed, trying to
	get loose, tears welling in her eyes.

				TV ANCHORMAN (cont. o.s.)
		The boy was playing ball with four
		other children when he literally
		disappeared off the face of the earth.

	EXT.  MOTEL CORRIDOR - MORNING

	COLE puzzles over a junk food vending machine, inserts coins tentatively.

	INT.  MOTEL ROOM

	ANGLE ON TV, the picture of RAILLY filling the screen.


	----------------------- PAGE 52 MISSING -----------------------


				COLE
		My notes.  Observations.  Clues.

				RAILLY
		Clues?  What kind of clues?

				COLE
		A secret army.  The Army of The Twelve
		Monkeys.  I've told you about them.
		They spread the virus.  That's why we
		have to get to Philadelphia.  I have to
		find them -- it's my assignment.

				RAILLY
		What will you do...when you find
		this...secret army?

				COLE
		I just have to locate the virus in its
		original form before it mutates.  So
		scientists can come back and study it
		and find a cure.  So that those of us
		who survived can go back to the surface
		of the earth.

	RAILLY maintains a professional deadpan, says nothing as they pass
	a pickup truck with a MOTHER, FATHER, and five KIDS in the back.

	COLE stares at the KIDS, a sad look in his eyes.

				COLE
		You won't think I'm crazy next month.
		People are going to start dying.  At
		first the papers will say it's some
		weird fever, some virus.  Then they'll
		begin to catch on.  They'll get it.

				RADIO NEWSCASTER (o.s.)
		We interrupt this program with a
		special bulletin...

	RAILLY and COLE both react to the radio, suddenly alert.

				RADIO NEWSCASTER (o.s.)
		This report just in from Fresno,
		California.  Naval sonar specialists
		who were flown to the site...

				COLE
		I thought it was about us.  I thought
		maybe they'd found us and arrested me
		or something.

	RAILLY stares at COLE.

				COLE
		Just a joke.

				RADIO NEWSCASTER (o.s.)
		-- an hour ago have been unable to
		determine the location of the boy in the
		150 foot shaft...but a TV sound man who
		lowered an ultra-sensitive microphone into
		the narrow tube claims he heard breathing
		sounds coming from approximately seventy
		feet down...

	COLE reaches over and changes stations.  MUSIC again.

				RAILLY
		Does that disturb you, James?  Thinking
		about that little boy in the well?

				COLE
		When I was a kid I identified with that
		kid, down there alone in that pipe...a
		hundred feet down -- doesn't know if
		they're going to save him.

				RAILLY
		What do you mean -- when you were a kid?

				COLE
		Nevermind.  It's not real -- it's a
		hoax.  A prank.  He's hiding in a barn.
		Hey, turn left here.  Left!

	COLE quickly checks the map as RAILLY stares, then turns left.

	EXT.  SKID ROW STREET/PHILADELPHIA - DAY

	An elderly EVANGELIST with long stringy hair, wearing a tattered
	bathrobe, stands on a Skid Row corner WAVING a worn Bible as he
	rants at disinterested DERELICTS, WINOS, and BAG LADIES.

				EVANGELIST
		"And the wild beasts of the islands
		shall cry in their desolate houses and
		dragons in their pleasant palaces:  and
		her time is near to come, and her days
		shall not be prolonged."

	ANGLE ON RAILLY'S ACURA, crawling down the street, RAILLY driving,
	COLE, beside her, staring out the window.

	INT.  ACURA/SKID ROW STREET

	COLE is scrutinizing the crumbling walls, boarded-up store
	fronts, tattered posters, decaying signs, miserable "RESIDENTS".

				COLE
		Where I come from we think of this as Eden.
		If we could just see the sun, eat sun-grown
		food.  Eden!  Look at them!  They donut
		know what they have.  They don't see the
		sky.  They don't feel the air!

	COLE'S POV:  a BMW speeds toward them, passes, its radio BLARING!

				COLE (o.s.)
		And the ones who aren't hungry are so smug
		they haven't a clue.  WAIT!  STOP!

	EXT.  ACURA/SKID ROW

	On foot now, COLE pulls an astonished RAILLY to a wall covered with
	graffiti, a hopeless tangle of symbols, words, and crude pictures.

	Clueless, RAILLY stares at the wall, then at COLE.

	COLE touches a bit of red-stenciled graffiti hidden under gang
	insignias.  We can just see TWELVE MONKEYS holding hands in a circle.

				COLE
		The Twelve Monkeys!!!  They're here.
			(looks around)
		Somewhere.  Come on!

	He pulls her along the sidewalk.  No question, he's insane.

	At the next alley entrance, COLE stops abruptly.  Then, still
	keeping a firm grip on RAILLY'S arm, he starts ripping down newly
	tacked-up posters announcing a Rap concert.

	RAILLY stares at him, then turns and is looking all around when,
	suddenly, COLE pulls her up tight and threatens...

				COLE
		Look, I'm warning you.  You do anything,
		I'm going to go crazy -- hurt people!

				RAILLY
		I'm not going to "do" anything, I
		promise.  But you need help, James.
		None of this is what you think it is.

	ANGLE ON COLE, not listening, staring triumphantly!  He's found
	another partially obscured stencil of THE TWELVE MONKEYS!

	But just then, a raspy VOICE startles COLE.

				RASPY VOICE (o.s)
		You can't hide from them, Bob.

	COLE whirls, sees a derelict, LOUIE, leering at him, speaking in a
	voice eerily like the RASPY VOICE from the next cell in the future.

				LOUIE
		No, sir, Old Bob -- don't even try.
			(conspiratorially)
		They hear everything.  They got that
		tracking device on you.  They can find
		you anywhere.  Anytime.  Ha Ha!

	RAILLY looks from LOUIS to COLE, sees COLE'S stunned reaction.

				LOUIE
			(touches his back jaw)
		In the tooth, Bob!  Right?
			(sudden triumphant grin)
		But I fooled 'em, old buddy!

	He opens his mouth wide.  NO TEETH'

	COLE grabs RAILLY and pulls her into the alley and down it.

				COLE
		They're keeping an eye on me.

				RAILLY
		Who's keeping an eye on you?

				COLE
		The man...with the voice.  I recognized
		him.  He's from the present.  He...

	COLE breaks off, freezes as he sees...

	there on a brick wall is a stencil of the DANCING MONKEYS

	And further on, another red stencil!

	EXT.  VACANT LOT - MOMENTS LATER (DAY)

	CRACKHEADS huddle against a building, sucking their pipes,
	oblivious to COLE pulling RAILLY past.

	COLE scans the walls for messages in the confusion of graffiti.

	RAILLY is considering her surroundings dubiously when, suddenly,
	COLE pulls her toward the mouth of a dark and forbidding alley.

				RAILLY
		James, no -- we shouldn't be here!

	COLE ignores her, yanking her after him into the alley.

	INT.  DARK ALLEY - DAY

	Two TOM CATS face off, arching their backs and HISSING menacingly.

	COLE avoids them as he pulls RAILLY into the gloom.

	ANGLE ON RAILLY, seeing something alarming twenty yards ahead!

	RAILLY'S POV:  TWO THUGS, standing over a MAN, kicking him.

	RAILLY tries to stop, but COLE, intent on the wall messages,
	doesn't notice the THUGS.

	The TWO THUGS turn and spot COLE and RAILLY moving toward them.

	These creeps have mean eyes, predator faces.

	RAILLY digs her heels in, forcing COLE to stop.

				RAILLY
		James!  We have to go back.  Those men...

	Too late.  While COLE turns and stares at her, uncomprehending,
	the TWO THUGS are approaching.

				FIRST THUG
		Hey, buddy.

	Startled, COLE turns to face them.

	The SECOND THUG lunges for RAILLY'S purse, yanks it from her.

	COLE reaches to grab it back, but...WHACK!  The FIRST THUG smacks
	COLE hard across the face with something metallic.

	Bloody-faced, dazed, COLE doesn't even have a chance to clear his
	head as the FIRST THUG shoves the hard object against COLE'S
	cheek.  It's a cheap thirty-eight pistol.

	RAILLY turns to run, gets two steps before the SECOND THUG knocks
	her roughly to the ground.

				SECOND THUG
		Stick around, bitch.

	Looming over her, the SECOND THUG starts to unzip his fly.
	RAILLY looks over to COLE, SEES...

	COLE dropping to his knees, groveling at the FIRST THUG'S feet.

				COLE
		Please!  Please don't hurt me!

	The FIRST THUG steps close, kicks COLE contemptuously, cocks his
	foot for a second kick when...

	COLE uncoils, lunging, rising, his strong arms around the bigger
	man's calves, lifting him mightily, high off the ground.

	The gun FIRES wildly as COLE staggers forward with the FIRST THUG
	in his arms and smashes the man into the brick wail behind him.
	The FIRST THUG goes down in a heap, dropping the pistol.

	Zipping his fly hastily, the SECOND THUG turns to deal with COLE
	but COLE attacks him....rocking him again and again with savage
	blows that come one after another with lightning speed.  The SECOND
	THUG staggers back, bloody and dazed as RAILLY watches, amazed.

	Turning back to the FIRST THUG, COLE sees the MAN reaching for
	the dropped pistol.

	COLE kicks him viciously in the jaw.  The FIRST THUG'S head whips
	back.  SNAP!  He collapses against the brick wall.

	COLE turns back to see the SECOND THUG retreating down the alley
	as fast as he can stagger.

	RAILLY stares up at COLE.  He looks very dangerous.  He glances
	in her direction as he pockets the pistol.

				COLE
		Are you hurt?

				RAILLY
		Uh, no.  Yes.  I mean, just some scrapes...

	As RAILLY gets to her feet, she sees COLE bend over the
	motionless THUG and quickly go through his pockets.

				RAILLY
		Is he...alive?

	COLE ignores the question as he pockets the man's wallet and a
	handful of bullets, then turns and snaps at RAILLY.

				COLE
		Come an.  We're running out of time.
		You can't help him.

	As COLE yanks her roughly away, she looks back, sees the FIRST
	THUG'S sightless eyes, wide open...staring blankly.

				RAILLY
		Oh, Jesus, James!  You killed him!

				COLE
		I did him a favor.  Now come on.

	COLE, pulling her again, sees more "12 MONKEYS" on the wall.

				RAILLY
		You didn't have a gun before, did you?

				COLE
		I've got one now.

	EXT.  SECOND AVE - DAY

	The EVANGELIST, spotting COLE and RAILLY hurrying past him,
	points urgently at COLE.

				EVANGELIST
		You!  You!  You're one of us, aren't you?

	But COLE has stopped and is staring at...

	A STOREFRONT OFFICE...its windows covered with posters.  The sign
	over the office says, FREEDOM FOR ANIMALS ASSOCIATION.

	INT.  FAA STORE - MOMENTS LATER (DAY)

	Earnest young activists, FALE, deathly pale, BEN, long haired,
	and TEDDY, muscular, are gathered around a counter collating
	leaflets that demand an END TO SPECIEISM.  Behind them, a large
	poster proclaims, "ANIMALS HAVE SOULS, TOO".  Just then, there's
	a tremendous CLAP OF THUNDER as the ACTIVISTS look up and see
	COLE and RAILLY enter.

	COLE looks startled.  It sounds like torrential RAIN POURING in
	here.  Maintaining a tight grip on RAILLY'S wrist, he looks
	around frantically for an explanation for the tropical downpour.

	Bookshelves line two walls.  The front window is blanked cut with
	posters of Animal Rights demonstrations, newspaper clippings,
	photos of animal atrocities.  The fourth wall features the
	counter where the three ACTIVISTS face COLE as a JUNGLE BIRD
	SCREAMS in the DOWNPOUR.

				FALE
		Uh, can we help you?

	COLE looks confused as the RAIN abates and an ELEPHANT trumpets
	an urgent warning.

				FALE
		Excuse me.  You looking for something
		in particular?

				RAILLY
		It's all right, James -- it's just a tape.

	COLE'S eyes follow her look.  It's a tape recorder underneath a
	sign advertising, "THE TRUE MUSIC OF THE WORLD".

				COLE
		I, uh, I'm looking for the, ah, the
		Army of the Twelve Monkeys.

	FALE glances at BEN and TEDDY.  "We have a problem!" the look says.
	MONKEYS start CHATTERING on the tape as TEDDY comes around the
	counter, bigger than COLE, physically imposing, menacing.

				TEDDY
		We don't know anything about any "Army
		of the Twelve Monkeys", so why don't
		you and your friend disappear, okay?

	COLE backs away, a firm grip on RAILLY, as a LION ROARS.

				COLE
		I just need some information...

				TEDDY
		Didn't you hear me?  We're not...

	TEDDY breaks off mid-sentence...freezes.

	COLE is pointing a pistol at them.  A TIGER SNARLS.

				RAILLY
		James, no -- don't hurt them.
			(to the activists)
		Please, I'm a psychiatrist -- just do
		whatever he tells you to do.  He's...
		upset -- disturbed.  Please -- he's
		dangerous -- just cooperate.

	MONKEYS CHATTER wildly as TEDDY backs up.

				FALE
		What do you want -- money?  We only
		have a few bucks.

	COLE is suddenly very much in charge and self-confident again.  A
	BABOON HOWLS with laughter.

				COLE
		I told you what I want.
			(snaps at Railly)
		Lock the door!

				RAILLY
		James, why don't we...?

				COLE
		Lock it now!

	RAILLY hurries to the door to lock it as BEN says to FALE,

				BEN
		I told you that fuckhead Mason would
		get us into something like this.

				FALE
		Shut up!

				COLE
		Mason???

				RAILLY
		Jeffrey Mason?

				BEN
		Yeah, tucking, crazy Jeffrey Mason.

	INT.  FAA STORE BASEMENT - TWENTY MINUTES LATER (DAY)

	The three ACTIVISTS are tied tightly together in the middle of
	the floor in this dimly-lit, windowless basement.  They're very
	frightened, eager to cooperate.

				FALE
		Then, Jeffrey becomes like this...big
		star -- the media latch on to him
		because he's picketing his own father,
		a "famous Nobel Prize winning virologist".
		You musta seen all that on TV.

				COLE
		No, I don't watch TV.

	COLE, the gun next to him, rummages through boxes of papers while
	RAILLY watches helplessly.  Suddenly, COLE finds something he
	thinks he's seen before.  He holds it up.

				COLE
		Is this him -- Dr. Mason?

	It's a photograph of DR. MALCOLM MASON, being escorted by a
	phalanx of riot cops through a mob of raging activists.

				FALE
		That's him.

				BEN
			(very frightened)
		What are you going to do with us?

				COLE
			(stares at the photo, then)
		Tell me more about Jeffrey.

				FALE
			(a helpless shrug to his cohorts)
		Jeffrey started getting bored with the
		shit we do...picketing, leafleting,
		letter-writing stuff.  He said we were,
		"ineffectual liberal jerkoffs".  He
		wanted to do guerrilla "actions" to
		"educate" the public.

	COLE holds up a clipping showing horrified SENATORS standing on
	their desks as RATTLESNAKES slither along the Senate Floor.

				FALE
		Yeah, that's when he let a hundred
		snakes loose in the Senate.

				TEDDY
		But we weren't into that kind of stuff.
		It's counter productive, we told him.

				FALE
		So he and eleven others split off and
		became this underground..."army"

				COLE
		The Army of The Twelve Monkeys.

				BEN
		They started planning a "Human Hunt".

				TEDDY
		They bought stun guns and nets and bear
		traps.  They were gonna go to Wall
		Street and trap lawyers and bankers...

				BEN
		But they didn't do it.  They didn't do
		any of it.

				TEDDY
		Yeah, just like always, Mr. Big Shot
		sold his friends out!

				COLE
		What's that mean?

				FALE
		He goes on TV, gives a news conference,
		tells the whole world he just realized
		his daddy's experiments are vital for
		humanity and that the use of animals is
		absolutely necessary and that he, Jeffrey
		Mason, from now on, is going to personally
		supervise the labs to make sure all the
		little animals aren't going to suffer.

				COLE
			(holding up a rolodex)
		What's this?

	EXT.  FREEWAY - AFTERNOON

	In the crawling traffic, WE FIND a battered FORD covered with
	bumper stickers and painted slogans.  "I BRAKE FOR ANIMALS"...
	"FREE THE ANIMALS"..."WOULD YOU LET A MINK WEAR YOUR SKIN?"

				RAILLY (v.o.)
		You can't just barge in on a famous
		scientist.  They'll have security guards,
		gates, alarm systems.  It's insane, James.

	INT.  MOVING FORD/FREEWAY

	A ROLODEX CARD with an address on "Outerbridge Road" for "Jeffrey
	Mason c/o Dr. Malcolm Mason" rests on a map spread across COLE'S
	lap.  COLE is in the passenger seat, RAILLY'S at the wheel,
	maneuvering in heavy traffic.

				RAILLY
		If those young men don't get loose,
		they could die in that basement.

	COLE glances out the window, indicates the PEOPLE in passing
	cars...COMMUTERS, FAMILIES, TRUCKERS.

				COLE
		All I see are dead people.  Everywhere.
		What's three more?

				RAILLY
			(a beat, carefully, a new tack)
		You know Dr. Mason's son, Jeffrey
		Mason, don't you, James?  You met him
		in the County Hospital six years ago.

	COLE is studying the map again.

				COLE
		The guy was a total fruitcake.

				RAILLY
		And he told you then his father was a
		famous virologist.

	COLE is absorbed in the map, his finger tracing "Outerbridge Road".

				COLE
		No -- he said his father was "God"!

	EXT./INT.  FORD/COUNTRY HIGHWAY - LATER (DAY)

	The RADIO BLARES a country song as the Ford zips along an open
	highway.  COLE has his head out the window, sucking air, loving
	the music, but his bliss is feverish now -- he's not well.  As
	the SONG ends, he pulls his head inside.  An ANNOUNCER'S VOICE
	intones over the RADIO...

				RADIO ANNOUNCER (o.s.)
		This just in:  police are widening
		their search for Dr. Kathryn Railly,
		prominent psychiatrist and author.
		Authorities confirm that Dr. Railly has
		been abducted by escaped mental patient,
		James Cole. The two are believed to be
		traveling in Railly's 1992 black Acura,
		license plate H-E-A-D-D-R.

	RAILLY glances at him, sees he's in pain.  She feels so badly for
	him.  She wants to help him.  She says, tenderly...

				RAILLY
		This can't go on, James.  You're not
		well.  You're burning with fever.

	COLE, refusing to succumb, instead, leans over to check the gas gauge.

				COLE
		We need gas.

				RAILLY
		I thought you didn't know how to drive.

				COLE
		I said I was too young to drive.  I
		didn't say I was stupid.

				RAILLY
		What's the matter with your leg?

				COLE
		I got shot.  Look -- there's a gas
		station up ahead.

				RAILLY
		Shot!  Who shot you?

				COLE
		It was some kind of...war.  Never mind,
		you wouldn't believe me.  Turn off here.

	INT.  PARKED FORD/GAS STATION - MINUTES LATER (AFTERNOON)

	The GAS STATION ATTENDANT checks the oil while COLE and RAILLY
	remain in the car.  She's pulling a gas card from her wallet.

				COLE
		You were going to run out off gas on
		purpose, weren't you?

				RAILLY
		No.  I want you to turn yourself in, James --
		It'll go much better for you if you do
		-- but I'm not going to trick you.

				COLE
			(sees the credit card)
		That has your name on it.  Give him cash.

	RAILLY puts the card back into her wallet and pulls out cash as
	the GAS STATION ATTENDANT slams the hood down.

	RAILLY starts opening the door.  Alarmed, COLE tries to stop her.

				COLE
		Where are you going?

	She looks him in the eye, then indicates the tiny Convenience
	Store appended to the Gas Station.

				RAILLY
		You can come with me.  I have to get
		some things.  Scissors, bandages, some
		alcohol or whiskey. ... I have to look
		at your leg, James.  I'm a doctor.

	COLE looks helpless, hesitant.  She's in charge...for the moment.

	EXT.  CLEARING/WOODS - AN HOUR LATER (AFTERNOON)

	The sun dazzles through the canopy of leaves.  We HEAR the CAR
	RADIO but not the engine.

				RADIO ANNOUNCER (v.o.)
		Meanwhile in Fresno, where mining
		engineers continue their desperate
		attempt to sink a shaft parallel to the
		ant in which nine year old...

	COLE, in his underwear, leans back on a large rock beside the
	Ford, his pants hanging on the car's open door.  He's staring up
	at the sun and the sky.  RAILLY finishes bandaging his thigh.

				RAILLY
		You shouldn't put your weight on it.
		You need stitches and antibiotics.
		Lucky for you it was near the surface.

	RAILLY wraps the bullet in some gauze and sticks it in her pocket
	while COLE continues staring up at the sky.

				COLE
		I love seeing the sun.

	A beat.  COLE tries to stand up.

				RAILLY
		Wait -- let me help you.

	RAILLY puts an arm around him and helps him to his feet.  A beat.
	They're very close.  They don't move.  RAILLY looks like she can
	barely breathe.

				COLE
			(leans closer, shuts his eyes)
		You smell so good.

				RAILLY
			(trying to concentrate)
		You have to give yourself up, you know.

	A beat.  The spell is broken.  He reaches for his pants, then
	turns back to her, suddenly grim.

				COLE
		I have to do something now.  Something
		I don't want to do.  I'm so sorry.

	RAILLY reacts, sudden fear in her eyes.  He looms over her.  He's
	cold now, steeled.

				COLE
		I have a mission.  It's important.

	RAILLY steps back...horrified, realizing she's going to die.

	EXT.  MASON MANSION - NIGHT

	A SECRET SERVICE AGENT ambles vigilantly among the rows of luxury
	cars parked beside the brightly-lit rural mansion.  Encountering
	another AGENT, he pauses.

				FIRST AGENT
		They find him?

				SECOND AGENT
		Who??

				FIRST AGENT
		That kid.  The one in the pipe.

				SECOND AGENT
		You believe this?  They're dropping a monkey
		down there with a miniature infra-red camera
		strapped on him and a roast beef sandwich
		wrapped in tinfoil.

				FIRST AGENT
		You're making that up!

	ANGLE UNDER A PARKED MERCEDES, where COLE is hiding, listening to
	the receding VOICES of the AGENTS.

				SECOND AGENT (o.s.)
		I shit you not. ... Man, life is weird!
		A monkey and a sandwich.  Wonder who
		thought that one up.

				FIRST AGENT (o.s.)
		Probly give the sonafabitch a Nobel
		Prize!

	Quickly, COLE rolls to the next car and under it.  He doesn't
	see...the pistol fell out of his pocket, under the Mercedes.

	INT.  MASON MANSION/DINING ROOM - NIGHT

	A formal dinner for forty.  Desert has been served.  DR. MALCOLM
	MASON rises to the enthusiastic applause of the GUESTS.

				DR. MASON
		Would that I could enjoy this opulent
		dinner and this excellent and
		stimulating company for itself, with no
		sense of purpose.  But alas, I am
		"burdened" with the sense that with all
		this excess of public attention and
		this cacophony of praise, there comes
		great responsibility.  Indeed, I
		practically feel a soapbox growing
		under my feet whenever I stand for more
		than a few seconds.

	While GUESTS laugh at DR. MASON'S last remark, SECRET SERVICE
	AGENT #3 enters the room, scowling, looking for someone.

				DR. MASON (o.s.)
		The dangers of science are a time worn
		threat, from Prometheus stealing fire
		from the Gods to the Cold War era of
		the Dr. Strangelove Terror.

	AGENT #3 spots who he's looking for.  JEFFREY MASON!

				DR. MASON (cont.)
		But never before, not even at Los Alamos
		when the scientists made bets on whether
		their first atomic bomb test would wipe out
		New Mexico, has science given us so much
		reason to fear the power we have at hand.

	ANGLE ON JEFFREY, as AGENT #3 whispers in his ear.

				JEFFREY
		What are you talking about?  What
		friend?  I'm not expecting anyone.

	ANGLE ON DR. MASON, reacting with irritation to the disturbance.

				DR. MASON
		Current genetic engineering as well as
		my own work with viruses has presented
		us with powers as terrifying as any...

	ANGLE ON JEFFREY, following the AGENT out of the dining room,
	grumbling loudly enough to disturb his father's audience.

				JEFFREY
		This is ridiculous.  My father is
		making a major address.

	INT.  HALLWAY/MASON MANSION

	The conversation continues as JEFFREY and AGENT #3 enter the hall.

				AGENT #3
		Normally if we caught a guy sneaking
		around like this with no I.D., we'd
		bust his ass, excuse the French, but
		this one said he knows you...
			(smirk, smirk)
		-- and, since you seem to have had
		some...uh...unusual...uh..."associates",
		we certainly didn't want to arrest one
		of your, uh, closest...pals.

	INT.  LIBRARY/MASON MANSION

	COLE, smudged with dirt and car grease, sitting in the shadows in
	a wingback chair, looks up as JEFFREY and AGENT #3 enter the
	room.  A FOURTH AGENT looms beside the wingback chair.

				JEFFREY
			(dismissing Cole casually)
		Never saw him before in my life.  Go
		ahead and shoot him or torture him or
		whatever it is you do.

				COLE
			(rising)
		You do know me.  You helped me once.

				JEFFREY
			(turning to leave)
		That would be totally out of character.
		Helping people is against my principles.
			(to the Agents)
		See, he definitely doesn't know me.  Now,
		I'm going to go back and listen to my
		father's very eloquent discourse on the
		perils of science WHILE YOU TORTURE THIS
		INTRUDER TO DEATH.

				COLE
		I'm here about some monkeys.

	Halfway out the door, JEFFREY freezes.  A beat.

				JEFFREY
		Excuse me -- what did you say?

				COLE
		Monkeys.  Twelve of them.

	JEFFREY frowns, turns, considers COLE.  Then, suddenly, JEFFREY
	rushes to COLE and embraces him.

				JEFFREY
		Arnold...Arnold.

	COLE is astonished.  The AGENTS are, too.

				JEFFREY
			(stepping back)
		My God, Arnie, what's happened to you?
		You look like shit

				AGENT #3
			(dubious)
		You know this man?

				JEFFREY
		Of course I know him.  What do you
		think -- I act like this to strangers?
		Listen -- you fellas are terrific.  I
		thought you were pulling a number on
		me.  What a terrible thing if you'd
		thrown old Arnie out.  I owe you guys
		the big apologia!  Mea culpa, fellas.
			(turning to Cole)
		Christ, Arnie, it's black tie!  I mean,
		I said, "drop by," but, like, this is
		Dad's big "do"...vips, senators, secret
		service, and...and everything.

	JEFFREY throws an arm around COLE'S shoulder and starts leading
	him toward the door as the two AGENTS exchange narrow-eyed looks.

				AGENT #4
		"Arnie?"

				JEFFREY
		Arnold Pettibone.  Old Arnie Pettibone.
		Used to be my best friend.  Still is.
		What've you lost, Arnie -- forty pounds?
		No wonder I didn't know you. You hungry?
		Lots of dead cow, dead lamb, dead pig.
		Real killer feast we're putting on tonight.

	The AGENTS watch JEFFREY lead the limping, disheveled COLE out.

				AGENT #4
		These people -- all of 'em -- are true
		weirdoes!

				AGENT #3
			(moving to the phone)
		I'm gonna call in a description of this
		"Pettibone" character.  You go keep an
		eye on him.  Make sure he doesn't do
		one of the guests with a fork.

	INT.  HALLWAY/MASON MANSION

	GUESTS pouring from the dining room into the hall meet JEFFREY
	and a very disconcerted COLE.

				JEFFREY
		Hey, nice ta see ya.  Lookin' good!  Hi,
		there.  Yes, it has been a long time.

	In the b.g., too far away to hear them, AGENT #4 trails JEFFREY and
	COLE as they maneuver through the GUESTS toward the grand staircase.

				JEFFREY
			(whispers to Cole)
		County Hospital, right?  1989.  The
		"Immaculate Escape" -- am I right?
			(smiling to guests)
		Why, thank you -- you look wonderful, too.

				COLE
		Listen to me -- I can't do anything
		about what you're going to do. I can't
		change anything.  I can't stop you.  I
		just want some information...

				JEFFREY
		We need to talk.  Come on.  Upstairs.
			(to a guest)
		I am a new person!  I'm completely
		adjusted.  Witness the tux.  It's Armani.
			(whispers to Cole)
		Who chattered?  Goines?  Weller?

				COLE
		I just need to have access to the pure
		virus, that's all!  For the future!

	JEFFREY studies COLE.  COLE doesn't just talk crazy.  He looks crazy!

				JEFFREY
		Come on, follow me.  You don't lock so good.

	JEFFREY starts guiding COLE up the grand staircase as COLE, glancing
	back, spots AGENT #3 and AGENT #4, both keeping an eye on him now.

				COLE
		I don't have time to go upstairs.  The
		police are looking for me.  I need to
		know where it is and exactly what it is.

				JEFFREY
			(brightening suddenly)
		I get it!  This is your old plan, right?

				COLE
		Plan?  What are you talking about?

				JEFFREY
		Remember?  We were in the dayroom,
		watching TV, and you were all upset
		about the...desecration of the planet.
		And you said to me, "Wouldn't it be
		great if there was a germ or a virus
		that could wipe out mankind and leave
		the plants and animals just as they
		are?"  You do remember that, don't you?

				COLE
		Bulishit!  You're fucking with my head!

				JEFFREY
		And that's when I told you my father was
		this famous virologist and you said, "Hey,
		he could make a germ and we could steal it!"

				COLE
			(grabbing Jeffrey)
		Listen, you dumb fuck!  The thing mutates
		We live underground!  The world belongs
		to the fucking dogs and cats.  We're
		like moles or worms.  All we want to do
		is study the original...

				AGENT #4'S VOICE
		Okay -- take it easy.  We know who you
		are, Mr. Cole.

	COLE feels a firm grip on his shoulder, turns and sees AGERT #4

				AGENT #4
		Let's go somewhere and talk this thing
		over. Okay? Just come with me...

				JEFFREY
		You're right!  Absolutely right.  Me's
		a nut case, totally deranged.  Delusional!
		Paranoid.  HIS PROCESSOR'S ALL FUCKED
		UP, HIS INFORMATION TRAY IS JAMMED.

	AGENT #4 is wishing JEFFREY would chill out even as the THIRD
	AGENT is climbing up the staircase to help.

	COLE is like a trapped animal. He's being led down the staircase
	now with JEFFREY, right on his heels, yelling so EVERYONE can hear.

				JEFFREY
		YOU KNOW WHAT IT IS, THE "ARMY OF THE
		TWELVE MONKEYS"?  IT'S A COLLECTION OF
		NATURE KOOKS WHO RUN A STORE DOWNTOWN.
		SPACE-CASE DO-GOODERS SAVING RAIN
		FORESTS. I HAVE NOTHING TO DO WITH
		THOSE BOZOS ANYMORE. I QUIT BEING THE
		RICH KID FALL GUY FOR A BUNCH OF
		INEFFECTUAL BANANAS. SO MUCH FOR YOUR
		GRAND PLOT!

	COLE stares back at JEFFREY as both AGENTS hustle COLE down the
	stairs.  It sounds true!  JEFFREY'S so confident.

				AGENT #3
		Take it easy, Mr. Mason, we've got him.
		Everything's...

				JEFFREY
		MY FATHER HAS BEEN WARNING PEOPLE ABOUT
		THE DANGERS OF EXPERIMENTATION WITH
		VIRUSES AND DNA FOR YEARS. YOU'VE
		"PROCESSED" THAT INFORMATION THROUGH
		YOUR ADDLED PARANOID INFRA-STRUCTURE AND
		LO AND BEHOLD, I'M FRANKENSTEIN AND THE
		"ARMY OF THE TWELVE MONKEYS" BECOMES
		SOME SORT OF SINISTER REVOLUTIONARY
		CABAL. THIS MAN IS TOTALLY BATSHIT! YOU
		KNOW WHERE HE THINKS HE COMES FROM???

	Suddenly, COLE, catching the AGENTS by surprise, wrenches free,
	shoves them aside, and stumbles down the rest of the staircase.

	INT.  FOYER/MASON MANSION

	COLE heads for the front door, but there's an AGENT there!  COLE
	turns and limps madly toward the dining room, pushing his way
	through the crowd of amazed GUESTS.

	INT.  DINING ROOM/MASON MANSION

	SERVANTS, clearing the table, look up astonished as two AGENTS
	burst into the room.

				AGENT #4
		Did a man just come through here...limping?

	INT.  KITCHEN/MASON MANSION

	COOKS stare, amazed, as two OTHER AGENTS burst into the kitchen
	and look about urgently.

	INT.  DEN/MASON MANSION

	A large projection TV is on and a knot of GUESTS is gathered in
	front of it...watching the spooky VIDEO IMAGES.

				TV REPORTER (v.o.)
		These pictures we are seeing are coming
		to us live from deep inside the pipe.
		You can just make out the metal wall
		behind those roots and I guess those
		must be spider webs.

	MRS. McCANN, a guest, watching the TV, expresses concern...

				MRS. McCANN
		Well, if you ask me, I think that monkey
		is going to eat the sandwich himself.

	Just then, two AGENTS burst into the den.

	The GUESTS turn from the TV, startled, stare open-mouthed, but
	the AGENTS have spotted an open window and are hurrying to it.

	AGENTS POV OUT THE WINDOW:  the rows of expensive parked CARS.

	ON THE TV SCREEN, RAILLY'S photograph appears.

				TV ANCHOR (v.o.)
		This just in:  Police say that the body of
		a woman found strangled in the Knutson state
		Park could be kidnap victim, Dr. Kathryn Railly.

	As the AGENTS run out of the room, a photo of RAILLY'S abandoned
	Acura comes up on the TV screen.

				TV ANCHOR (v.o.)
		Earlier in the day, police located
		Railly's abandoned car not far from a
		building where three animal rights
		activists were found bound and gagged...

	EXT.  MASON MANSION - MINUTES LATER (NIGHT)

	Pistols drawn, AGENTS move cautiously among the rows of parked
	luxury cars, checking inside and under the vehicles.

				AN AGENT'S VOICE (o.s.)
		COME ON OUT, MR COLE -- WE'RE NOT GOING
		TO HURT YOU.

	INT.  PARKED GREEN JAGUAR

	COLE, scrunched down on the floor next to the driver's seat,
	spots the key dangling from the ignition, then lifts his head
	slightly to study the shift mechanism, trying to figure it out.

	EXT.  PARKED CARS/MASON MANSION

	AGENTS continue to move cautiously among the parked cars.

	INT.  PARKED GREEN JAGUAR

	COLE eases himself into the driver's seat, tentatively slides the
	shift into "Drive", then turns the key.  Nothing happens.

	Panic.  COLE studies the shift again.

	EXT.  PARKED CARS/MANSION

	AGENT #5 approaches the row where the Jaguar is parked.

	INT.  PARKED GREEN JAGUAR

	COLE slides the shift from D (Drive) to N (Neutral).  He twists
	the key again.  The engine ROARS...SEVEN THOUSAND RPM!

	EXT.  LAWN/MANSION

	AGENT #5 whirls at the sound.

	SMASH.  The JAGUAR clips the Mercedes parked in front of it and
	accelerates right at him!

	AGENT #5 dives aside just as the speeding JAGUAR whizzes past
	him, slams into a parked Cadillac, bounces off, grinds between
	two other parked vehicles with a fierce scream of tearing metal.

	INT.  MOVING JAGUAR

	Caught between two cars, COLE can only lean on the gas pedal.

	The JAGUAR comes free with a great SCCCREEEEECH...

	COLE sees the driveway ahead in the moonlight.  Steering madly,
	he plows through shrubs and gardens heading for the driveway.

	EXT.  MASON MANSION - NIGHT

	Lights off, veering wildly, the JAGUAR reaches the driveway.

	AGENTS are leaping into cars and a HELICOPTER is coming to life,
	its rotors whipping around.

	INT.  SPEEDING JAGUAR/OUTERHRIDGE ?OAD - NIGHT

	COLE turns onto the road, careening crazily from one side to the
	other, unable to see ahead with no headlights.

				COLE
		LIGHTS!  LIGHTS!

	He starts hitting switches.  The wipers come on, the RADIO BLARES.

				RADIO REPORTER'S VOICE/RADIO (o.s.)
		---when they pulled the monkey out, it
		was still clutching the tinfoil wrapped
		sandwich.

	Rounding a bend, an ONCOMING CAR heads straight at COLE.

	COLE yanks the wheel as the OTHER CAR, horn BLARING, just misses him.

	Recovering, COLE loses the road, speeds crazily along the shoulder.

	INT.  FLYING HELICOPTER - NIGHT

	The PILOT, an agent, steers the chopper while the CO-PILOT pans a
	spotlight over the two lane road beneath them.

	Just then, the PILOT sees headlights below.

				PILOT
		There!  He's showing lights.

	INT.  SPEEDING JAGUAR - NIGHT

	COLE can see the road now in his headlights as the windshield
	wipers scrape frantically and the RADIO BLARES...

				RADIO REPORTER'S VOICE/RADIO (o.s.)
		We don't know what to think.  They
		didn't locate him and they don't know
		how much longer he can last, that's
		assuming the boy is still alive.

	A spotlight hits the car and COLE hears the sound of the
	HELICOPTER as it lowers over him!

	EXT.  OUTERBRIDGE ROAD

	The HELICOPTER maneuvers over the speeding JAGUAR.

	INT.  SPEEDING JAGUAR

	COLE can see the underbelly of the HELICOPTER a few feet above
	his front windshield.

	Desperate, he yanks the wheel hard, veering off the road.

	COLE'S POV THROUGH THE WINDSHIELD:  dense woods ahead.

	EXT.  HELICOPTER/WOODS

	The chopper pulls up sharply, avoiding the trees, then levels out.

	INT.  HELICOPTER

	The PILOT skims the top of the trees while the CO-PILOT rakes the
	forest below with his spotlight.

				PILOT
		Goddamnit!  Where is he?

	The CO-PILOT gets a brief glimpse of headlights through the leaves.

				CO-PILOT
		There!  Over there.

				PILOT
		Where?
				CO-PILOT
		Eight o'clock!  He was right there.

	The headlights are gone.  Nothing but darkness below.

				PILOT
		He musta turned his lights of if.

				CO-PILOT
		Couldn't drive down there without
		lights.  We just can't see 'em.

				PILOT
		Maybe he's not driving!

	EXT.  WOODS - LATER (NIGHT)

	A weather forecast BLARES from the radio of the steaming Jaguar,
	crumpled into a tree, the driver's door open.

	A POLICE OFFICER, pistol drawn, approaches the car cautiously, as
	OTHER OFFICERS and AGENTS stay behind trees, weapons ready.

	The POLICE OFFICER lunges forward, pointing his weapon into the
	Jaguar.  He inspects the car, then turns and calls out...
 
				POLICE OFFICER
		He's not in here.

	EXT.  WOODS/CLEARING - NIGHT

	Limping, bleeding from various cuts, COLE CRASHES through
	underbrush as he follows a stream through the woods.

	Suddenly, he sees what he's looking for.

	The FORD...barely visible in the moonlight, parked in the trees
	beside the stream.  The car looks empty.

	INT.  TRUNK/FORD

	Total blackness!  The sound of keys in the lock.

	Then, the trunk swings open and COLE stands in the moonlight,
	looking down

	RAILLY is in the trunk, tears of rage and frustration in her eyes.

				RAILLY
		You bastard!  You total bastard!

	EXT.  FORD

	COLE backs away, as RAILLY scrambles out of the trunk, swinging.

	He slips, falls, and she starts kicking him as she rants hysterically.

				RAILLY
		I could have died in there.  If something
		had happened to you I would have died.

	COLE is lying on the ground, looking up, his lip caked with blood.

				COLE
		I...I...I'm really sorry.

	Noticing his cuts and torn clothes, she stops kicking him.

				RAILLY
		What have you done?  Did you...kill someone?

				COLE
			(getting to his feet)
		No!  I...don't think so.  I stole a car
		and they chased me.  I hit a tree.

				RAILLY
		See -- you can drive after all!

				COLE
		Yeah, sort of, I guess.  I...I'm sorry
		I locked you up.  I thought...I thought...
		I think maybe I am crazy!

	She looks at him.  Breakthrough?  Very calm now, the doctor.

				RAILLY
		What made you think that?

				COLE
		Jeffrey Mason said it was my idea about
		the virus.  And suddenly, I wasn't
		sure.  We talked when I was in the
		institution, and it was all...fuzzy.
		The drugs and stuff.
			(horrified)
		You think maybe I'm the one who wiped
		out the human race?  It was my idea?

				RAILLY
		Nobody is going to wipe out the human
		race.  Not you or Jeffrey or anybody
		else.  You've created something in your
		mind, James -- a substitute reality.
		In order to avoid something you don't
		want to face.

				COLE
		I'm..."mentally divergent".  I would
		love to believe that.

				RAILLY
		It can be dealt with, but only if you
		want to.  I can help you.

	COLE reacts to the sound of VOICES in the woods, dogs BARKING.

				COLE
		I need help all right.  They're coming
		after me.

				RAILLY
		First, it's important that you
		surrender to them instead of them
		catching you running.  Okay?

				COLE
			(brightening)
		It would be great if I'm crazy.  If I'm
		wrong about everything...the world will be
		okay.  I'll never have to live underground.

				RAILLY
		Give me the gun.

				COLE
		The gun! ... I lost it

				RAILLY
		You're sure?

				COLE
			(showing her)
		No gun!
			(looking up)
		Stars!  Air!  I can live here.  Breathe!

	RAILLY starts around to the front of the car.

				RAILLY
		I'm going to attract their attention,
		let them know where we are, okay?

	RAILLY gets in the driver's seat...and starts to HONK the horn.

				RAILLY
			(calling out)
		They'll tell you to put your hands on top
		of your head.  Do what they tell you.  You're
		going to get better, James -- I know it!

	ANGLE ON COLE, spotting something on the ground.  An insect!  He
	reaches down to grab it, but, instead, grins, grabs some grass,
	stands, and starts rubbing it happily all over his face.  The
	HORN BLARES as COLE looks up at the sky.

	ANGLE ON THE NIGHT SKY, the moon full, the sky rich with stars.

	ANGLE ON COLE, tears of joy running down his face.

				COLE
		I love this world!

	ANGLE ON RAILLY, in the driver's seat, hearing near-by SHOUTS
	from the woods.  The police are almost here.  She gets out of the
	car, starts around toward COLE.

				RAILLY
		Remember, I'm going to help you.  I'll
		stay with you.  I won't let them...

	She breaks off mid-sentence...stares, stunned!

	COLE is gone.  Disappeared.

	INT.  POLICE STATION OFFICE - MORNING

	RAILLY is being "debriefed" by POLICE OFFICERS and FBI AGENTS.

				RAILLY
		Then I said something to him about
		cooperating and he said he would do
		that, so I got in the car and started
		honking the horn.  When I got out, he
		was gone.

				LIEUTENANT HALPERIN
		You lucked out.  For a while we thought
		you were a body they found down state...
		mutilated.

	A COP enters, hands a photo to LIEUTENANT HALPERIN who studies it.

				RAILLY
		He wouldn't do something like that -- he...

				LIEUTENANT RALPERIN
			(interrupts, hands her the photo)
		This the man he attacked?

	RAILLY looks at the photo, an 8 x 10 of the FIRST THUG, slumped
	against the alley wall, obviously dead.

				RAILLY
		I'd like to be clear about this.  That
		man and the other one were..."severely"
		beating us.  James Cole didn't start
		it.  In fact -- he saved me!

				LIEUTENANT RALPERIN
		Funny thing, Doctor, maybe you can
		explain it to me, you being a psychiatrist
		-- why do kidnap victims almost always
		try to tell us about the guys who grabbed
		'em and try to make us understand how
		kind these bastards really were?

				RAILLY
			(as if reciting)
		It's a normal reaction to a life-
		threatening situation.
			(suddenly animated)
		He's sick.  He thinks he comes from the
		future.  He's been living in a carefully
		constructed fantasy world and that world
		is starting to disintegrate.  He needs
		help!

	INT.  AIRPORT CONCOURSE/THE DREAM

	YOUNG COLE stares, eyes wide.

	He sees the BRUNETTE, cradling the head of the BLONDE MAN as he
	sprawls on the concourse...

				ASTROPHYSICIST'S VOICE (O.S.)
		Wake up! Wake up!

				GEOLOGIST'S VOICE (O.S.)
		I think we gave him too much.

				MICROBIOLOGIST'S VOICE (O.S.)
		WAKE UP, PRISONER!

	INT.  SCIENTISTS' CHAMBER - ETERNAL NIGHT

	COLE blinks awake. All he can see are blurry faces hovering over
	him, hammering him with questions.

				ASTROPHYSICIST
		Come on, Cole, cooperate!

				GEOLOGIST
		Spit it out... you went to the home of
		a famous virologist...

				COLE
			(weakly)
		You...don't...exist!  You're in
		my mind...

				SCIENTISTS (IN RAPID SUCCESSION)
		What?  What's that?  What did he say?  His
		brain's fried.  Give him another shot!
		SPEAK UP, COLE.  WHAT DID YOU DO NEXT?

	INT.  RAILLY'S APARTMENT - EVENING

	The TV shows film of RAILLY leaving the police station.

				TV REPORTER (v.o.)
		The kidnap victim seemed exhausted but
		apparently unharmed by her 30 hour ordeal
		as she left the police station in
		Philadelphia this morning.  So far she
		has refused to make a public statement.

	RAILLY'S friends, MARILOU and WAYNE, are watching the TV.

	A door opens and KATHRYN RAILLY, wearing a robe, comes out of her
	bedroom.  She still looks exhausted   Followed by her cat, she
	enters the kitchen area and turns on the kettle as WAYNE hastily
	turns down the TV.

				WAYNE
		Sorry.

				RAILLY
		No -- I'm in a state of hyper-
		alertness.  I can't sleep.

				MARILOU
		Did you take the sedative?

				RAILLY
		I hate those things.  They mess my head
		up.

	The old mug shot of COLE appears on the screen and RAILLY remotes
	the volume up.

				TV REPORTER (v.o.)
		Along with the kidnapping of the Baltimore
		woman, James Cole is now also wanted in
		connection with the brutal slaying of
		Rodney Wiggins, an ex-convict from...

	RAILLY goes to the window, pushes aside the drape, and sees...

	HER POV:  ACROSS THE STREET...A COP keeps watch.

				RAILLY (o.s.)
		Do they really expect him to come here?

	RAILLY returns to the kitchen area where MARILOU is getting the
	tea things out.

				TV REPORTER on air
		And in Fresno, California...

				RAILLY
			(glances sadly toward the TV)
		He's dead, isn't he -- that little boy?

				WAYNE
		He's fine.  It was just a "prank" he
		and his friends pulled.

	CLOSE ON RAILLY'S FACE... SHOCKED.

	ANGLE ON THE TV SCREEN, showing footage of a sheepish nine year
	old boy being led out of a barn by the police.  The cops look grim.

				TV REPORTER (v.o.)
		Authorities have so far been noncommittal
		about whether they will try to file
		charges against the families of the
		children involved in the hoax.

	RAILLY stares at the TV, stunned.

	INT.  "HOSPITAL" ROOM - ETERNAL NIGHT

	VOICES!  SINGING!  COLE blinks awake, looks around, confused, then
	stares in disbelief....

	Crowded around COLE'S bed, the SCIENTISTS are concluding a
	ragged, out of tune, rendition of "BLUEBERRY HILL."

				SCIENTISTS
		---found my thrills on Blueberry Hill...

	Seeing he's awake, SCIENTISTS break off the song and applaud.

				SCIENTISTS
		Well done, James!  Well done!  Nice
		going!  Congratulations!  Good for you!

				BOTANIST
		During your "interview," while you
		were..."under the influence," you told
		us you liked music!

	COLE, confused, looks around, sees he's in a one-bed windowless
	room adorned with cheap reproductions of 19th and 20th century
	landscapes.

	The BOTANIST responds to COLE'S obvious disbelief with a
	friendly smile and the others join in rapid fire, overlapping.

				ZOOLOGIST
		This isn't the prison, James.

				BOTANIST
		This is a hospital.

				ASTROPHYSICIST
		But just until you recover your,
		uh,... equilibrium.

				ENGINEER
		You're still a little... disoriented.

				GEOLOGIST
		Stress!  Time travel!

				ASTROPHYSICIST
		You stood up very well, considering...

				GEOLOGIST
		Superior work!  Superior!

				BOTANIST
		You connected the Army of the 12
		Monkeys to a world famous virologist
		and his son...

				MICROBIOLOGIST
		Others will take over now...

				ZOOLOGIST
		We'll be back on the surface in a
		matter of months....

				GEOLOGIST
		We'll retake the planet.

				ASTROPHYSICIST
		We're very close!  Because of you!

				ENGINEER
			(unrolling a document)
		This is it, James...what you've been
		working for.

				BOTANIST
		A full pardon!

				MICROBIOLOGIST
		You'll be out of here in no time.

				ASTROPHYSICIST
		Women will want to get to know you...

				COLE
		I DON'T WANT YOUR "WOMEN," YOU
		BRAINLESS TWIT! I WANT TO BE WELL!

	Unseen until now, two guards, TINY and SCARFACE, suddenly break
	through the ring of SCIENTISTS, push COLE down, and tighten the
	loose restraints, already in place, but unnoticed before.

				ASTROPHYSICIST
			(sympathetically)
		Of course you want to be well, James.
		And you will be...soon.

	COLE bursts into hysterical laughter.

				COLE
		YOU DON'T EXIST, YOU SILLY BOZOS!
		YOU'RE NOT REAL! HA HA HA! PEOPLE DON'T
		TRAVEL IN TIME! YOU AREN'T HERE.
		MADE YOU UP!  YOU CAN'T TRICK ME!
		YOU'RE IN MY MIND! I'M INSANE AND
		YOU'RE MY INSANITY!

	INT.  PSYCHIATRIST'S OFFICE - DAY

	CLOSE ON KATHRYN RAILLY, insisting fiercely to someone,

				RAILLY
		He not only used the word "prank" -- he
		said the boy was hiding in a barn.

	RAILLY's talking to her former boss, DR. OWEN FLETCHER, psychiatrist
	sitting across from her in his office, tapping his pen.

				DR. FLETCHER
		He kidnapped you, Kathryn.  You saw him
		murder someone.  You knew there was a real
		possibility he would kill you, too.  You
		were under tremendous emotional stress.

				RAILLY
		For God sakes, Owen, listen to me -- he
		knew about the boy in Fresno and he says
		three billion people are going to die!

				DR. FLETCHER
		Kathryn, you know he can't possibly
		know that.  You're a rational person.
		You're a trained psychiatrist.  You
		know the difference between what's real
		and what's not.

				RAILLY
		And what we believe is what's accepted as
		"truth" now, isn't it, Owen?  Psychiatry --
		it's the latest religion.  And we're the
		priests -- we decide what's right and what's
		wrong --we decide who's crazy and who isn't. ...
		I'm in trouble, Owen.  I'm losing my faith.

	INT. "HOSPITAL" CELL - ETERNAL NIGHT

	Alone in his "hospital" room, COLE struggles without success to
	free himself from his restraints.

				RASPY VOICE (o.s.)
		You sure fucked up, Bob!

	Startled, COLE freezes, then ignores the RASPY VOICE and
	continues his feverish struggle.

				RASPY VOICE (o.s.)
		But I can understand you don't want
		your mistakes pointed out to you. I can
		relate to that, old Bob.

	COLE looks around in spite of himself.  Nothing to see but the
	walls and the landscape paintings.

				RASPY VOICE (o.s.)
		Hey, I know what you're thinking.  You're
		thinking I don't exist except in your
		head.  I can see that point of view.  But
		you could still talk to me, couldn't you?
		Carry on a decent conversation?

				COLE
			(blurting)
		I saw you! In 1995!  In the real world!
		You were a bum!  You pulled out your teeth.

				RASPY VOICE (o.s.)
		Why would I pull out my teeth, Bob?
		They don't like that.  That's a no-no.
		And when did you say you saw me?
		In...1872?

				COLE
		FUCK YOU!

				RASPY VOICE (o.s.)
		Yelling won't get you what you want.  You
		have to be smart to get what you want.

				COLE
		Oh, yeah?  What do I want?

				RASPY VOICE (o.s.)
		You don't know what you want?  Sure you
		do, Bob.  You know what you want.

	COLE, agitated, rocks back and forth.  Then...

				COLE
		Tell me.  Tell me what I want.

				RASPY VOICE (o.s.)
		To see the sky -- and the ocean -- to
		be topside -- breathe the air -- to be
		with her. ... Isn't that right?  Isn't
		that what you want?

	Completely shaken, COLE hesitates for a long moment.  When he
	speaks, it comes out of him like air...a whisper.

				COLE
		More...than...anything.

	INT.  RAILLY'S BEDROOM - MORNING

	RAILLY'S in bed, asleep, having a very bad dream.  Suddenly, the
	bedside phone RINGS.  Her eyes snap open.  A beat to orient
	herself.  RING.  She reaches for the phone.

	INTERCUT LIEUTENANT HALPERIN'S OFFICE/RAILLY'S BEDROOM

	CLOSE ON HALPERIN, at his desk, talking into the phone.

				LIEUTENANT HALPERIN
		Dr. Railly?  Jim Halperin, Philly P.D..
		Sorry to call so early but...

	CLOSE ON RAILLY, eager, concerned. into the phone,

				RAILLY
		You found him?  Is he all right?

	CLOSE ON HALPEPIN, noting her reaction with raised eyebrows
	giving an "I told you so" look to the BLACK PLAINCLOTHES cop
	across his desk, then continuing into the phone,

				LIEUTENANT HALPERIN
		Au contraire, Doctor.  No sign of your
		good friend, the kidnapper.  However,
		the plot thickens.  I have a ballistic
		report on my desk that says the bullet
		you claim you removed from Mr. Cole's
		thigh is an antique...and all indications
		are it was fired...sometime prior to 1920.

	ANGLE ON RAILLY, reacting, stunned.

	ANGLE ON HALPERIN, continuing soberly now,

				LIEUTENANT RALPERIN
		So what I was thinking was, maybe if I
		sent a detective down there to talk
		with you, you could maybe revise or
		amplify on the circumstances....
		Hello?  Hello?  Dr. Railly?

	HALPERIN considers the dead phone, glances at the COP again.

	INT.  RAILLY'S BEDROOM/STUDY

	Her hand still on the receiver, RAILLY looks shocked.  Then, she
	hurries into her study and starts frantically pulling neatly
	arranged piles of papers and books from a bookcase until she
	finds a copy of her book.  She leafs through it hurriedly,
	locates the picture of the Puerto Rican KID (JOSE) in WWI.

	Peering closely, she tries to see everything in the picture.
	Then, she turns and reaches for a research folder of old
	photographs and rummages through it until she finds...!!!

				RAILLY
		No!

	It's an uncropped shot of JOSE being carried on the stretcher in
	the trenches.  And there in the corner with no helmet, no gas
	mask, and just a bit of bare shoulder showing...it's COLE!!!

	INT.  SCIENTISTS' CHAMBER - ETERNAL NIGHT

	Clean shaven, clear eyed, COLE sits before the frowning SCIENTISTS.

				ASTROPHYSICIST
		The food, the sky, the certain, uh,
		sexual temptations -- you haven't
		become "addicted" have you, Cole?  To
		that "dying" world'

				COLE
		No, sir!  I just want to do my part.
		To get us back on top...in charge of
		the planet.  And I have the experience,
		I know who the people are...

				BIOLOGIST
		He really is the most qualified...

				GEOLOGIST
		But all that..."behavior"...

				ASTROPHYSICIST
			(to Cole, a little hurt)
		You said we weren't "real," Cole...

				COLE
		Well, sir, I don't think the human mind
		was built to exist in two different...
		whatever you call it..."dimensions."
		It's stressful, you said it yourselves,
		it gets you confused.  You don't know
		what's real and what's not.

				MICROBIOLOGIST
		But you know what's real now?

				COLE
		Yes, sir.

	The SCIENTISTS start to confer openly among themselves

				GEOLOGIST
		He'd have to bone up, catch up to our
		research, the latest clues...

				ZOOLOGIST
		He's proved to be a quick study...

	The ASTROPHYSICIST fixes COLE with a sharp, penetrating look.

				ASTROPHYSICIST
		You can't trick us, you know.  It
		wouldn't work.

				BIOLOGIST
		And why would you want to?  It'll be
		dangerously close to the end.

				COLE
		I understand.  There'd be no point.

				ASTROPHYSICIST
		We're going to think about it, Cole.
		Among ourselves.  We'll get back to you.

	INT.  DR. MASON'S OFFICE - DAY

	Standing in front of a wall of glass in his office, overlooking a
	hi-tech lab below where WORKERS in white "space suits" work
	methodically, DR. MASON speaks angrily into a phone.  His male
	ASSISTANT, whose features we don't see, stops writing a formula
	on a blackboard and listens.

				DR. MASON
		You have reason to believe that my son
		may be planning to do what?!!!

	INT.  RAILLY'S APARTMENT/STUDY

	RAILLY, trying to stay calm, is talking to Dr. Mason on the phone.

				RAILLY
		Please, I know it sounds insane but...

	INT.  DR. MASON'S OFFICE

	Dr. Mason on the phone.

				DR. MASON
			(into the phone)
		I'm afraid this doesn't seem very
		professional to me, in fact it's
		distressingly unprofessional for some-
		one who treated my son briefly (if
		indeed you actually are who you say you
		are) to take a sudden unsolicited interest
		in his mental health six years later,
		and to telephone a parent to express
		opinions that would be inappropriate...
			(breaks off, listens, then)
		I don't know anything about "Monkey
		armies", Doctor.  Nothing whatsoever.
		If my son ever was involved in...
			(listens, then,)
		It would be doubly inappropriate to
		discuss matters of security with you,
		Dr. Railly, but if it will put you at
		ease, neither my son nor any other
		unauthorized person has access to any
		potentially dangerous organisms in this
		laboratory.  Thank you for your concern.

	DR. MASON hangs up angrily and glares.

				DR. MASON'S ASSISTANT (o.s.)
		Dr. "Kathryn" Railly????

				DR. MASON
		The psychiatrist who was kidnapped by
		that man who broke into my house.  She
		seems to have been suddenly struck by
		the most preposterous notion about Jeffrey.

				DR. MASON'S ASSISTANT (o.s.)
		I attended a lecture once...Apocalyptic
		visions.

	We see Dr. Mason's ASSISTANT now.  It's DR. PETERS, the red-
	haired man who insisted to Dr. Railly you didn't have to be
	insane to think the world was coming to an end.

				DR. PETERS (cont.)
		Has she succumbed to her own
		theoretical..."disease"?

	But DR. MASON is lost in thought, not listening.

				DR. MASON
		Given the nature of our work, we can't ever
		be careful enough.  I think we should review
		our security procedures, perhaps upgrade them.

	INT.  SCIENTISTS' CHAMBER - ETERNAL NIGHT

	COLE is facing the BOTANIST who's using a pointer to indicate
	various fading photos and newspaper clippings tacked on the wall.

				BOTANIST
		Let's consider again our current
		information -- if the symptoms were
		first detected in Philadelphia on June
		28, 1995, that makes us know that...?

				COLE
		It was released in Philadelphia,
		probably on June 14, 1995.

				BOTANIST
		And it appeared sequentially after that
		in...?

	With a quick glance at the panel of SCIENTISTS staring at him
	from behind the long table, COLE replies like a good pupil,

				COLE
		San Francisco, New Orleans, Rio de
		Janeiro, Rome, Kinshasa, Karachi,
		Bangkok, then Peking.

				BOTANIST
		Meaning...???

				COLE
		That the virus was taken from Philadelphia
		to San Francisco, then to New Orleans,
		Rio de Janeiro, Rome, Kinshasa, Karachi,
		Bangkok, then Peking.

				BOTANIST
		And your only goal is...???

				COLE
		To find out where the virus is so a
		qualified scientist can travel back into
		the past and study the original virus.

				BOTANIST
		So that...???

				COLE
		Uh, so that a vaccine can be developed
		that will, uh, allow mankind to reclaim
		the surface of the earth.

	COLE glances nervously at the suspicious SCIENTISTS as the
	BOTANIST switches on a slide projector and projects...

	a magazine photo of wall graffiti:  "ATTENTION!!!  POLICE ARE
	WATCHING!  IS THERE A VIRUS?  IS THIS THE SOURCE?  3 BILLION DIE?"

				BOTANIST (o.s.)
		This is from a magazine printed in late
		September, 1995.  The writer speculated
		that this graffiti might be related to
		the epidemic that by that time had
		already killed thirty million people
		world-wide and was getting worse.  He
		says, certain people, unnamed, were
		questioned, but what came of that is not
		known.  But it is a clue you should pursue.

	COLE stares at the picture.

	EXT.  FAA STOREFRONT - DAY

	LOUD BANGING!  The storefront window, completely covered with
	posters, quivers violently.  Images of MONKEYS covered with
	electrodes, BABY SEALS being viciously clubbed, DOGS jammed into
	tiny cages quiver as somebody beats on the window.  It's RAILLY.

				RAILLY
		IS ANYBODY IN THERE?  HELLO?  IS
		SOMEONE IN THERE?  IF YOU'RE IN THERE,
		I NEED TO TALK TO YOU.

	INT.  FAA STORE

	JEFFREY, BEN, TEDDY, and two of JEFFREY'S youthful cohorts, SANDY
	and KWESKIN, wait motionless beside a heap of cardboard cartons
	as FALE peeks out the front window through a slit between posters.

				FALE
		It's the kidnap woman -- the one who
		was with the guy who tied us up.

				BEN
		What's she doing?

				FALE
		She's drawing attention to us, that's
		what she's doing. ... I don't know what
		you're up to this time, Mason, but
		you're gonna get us in deep shit!

				JEFFREY
		Whine, whine, whine.  What about walkie
		talkies?  We used to have walkie talkies.

	EXT.  FAA STOREFRONT

	From littered doorways, DERELICTS sneak peeks at RAILLY as she,
	seemingly mad, shakes the doorknob, then hammers on the door.

				RAILLY
		I SAW YOU!  I SAW SOMEONE MOVING.  I
		KNOW YOU'RE IN THERE!

				RASPY VOICE (o.s)
		Secret experiments!

	RAILLY whirls, sees LOUIE, the raspy-voiced toothless derelict.

				LOUIE
		That's what they do -- secret weird stuff!

				RAILLY
		You!  I know you!

	But LOUIE is studying the pictures of the tortured animals now.

				LOUIE
		Not just on them.  Do 'em on people,
		too -- down at the shelters.  Feed 'em
		chemicals 'n take pictures of 'em.

				RAILLY
		Have you seen James Cole?  The man...?

				LOUIE
		They're watchin' you.  Takin' pictures.

	RAILLY follows his look.

	ANGLE ON AN OLD CHEVY, parked across the street, the PLAINCLOTHES
	COP slouched at the wheel, pretending to read a newspaper.

				RAILLY
		The police.  I know.  Listen, I need to
		talk to James, but he has to be careful
		how he contacts me.  He mustn't get
		caught.  Do you understand me?

				LOUIS
		Uh, yeah, sure.  Uh...who's James?

				RAILLY
		He was with me, he spoke to you.
		Several weeks ago.  He said you were
		from the future...watching him.

	LOUIS gives her a look that says, "I'm outta here!"

	But just then, RAILLY spots two TEZNAGE PUNKS surreptitiously
	"tagging" their way along the street with cans of spray paint.

	RAILLY stares at the PUNKS.

	INT.  FAA STORE

	FALE watches JEFFREY go over a check list while KWESKIN, SANDY,
	and TEDDY organize materials, and BEN peeks out the small opening
	between posters at the front window.

				JEFFREY
		You get the bolt cutters?

				KWESKIN
		One dozen.  They're in the van.

				FALE
		One dozen bolt cutters!  Whadda you
		gonna do with one dozen bolt cutters?

				JEFFREY
			(grins)
		You really want to know?

				FALE
		No!  Absolutely not. Don't tell me anything.

				BEN
		Hey!  Do you know what she's doing?

	Everybody freezes, looking toward 3EN, who's peeking outside.

	Then, except for JEFFREY, they all crowd around BEN to get a look.

	POV THROUGH SLIT:  a glimpse of RAILLY, spray painting the front
	of the store!

				TEDDY
		What's it say?

				BEN
		I can't see it.

				JEFFREY
			(erupting)
		WHY DON'T WE FORGET MY GODDAMN
		PSYCHIATRIST AND DEAL WITH THE TASK AT
		HAND.  THIS IS IMPORTANT.

				FALE
			(spinning around)
		Your psychiatrist?  Did you just say,
		"your psychiatrist"?

				JEFFREY
		Ex-psychiatrist!  Now, what about
		flashlights?  How many flashlights...?

				FALE
		That woman is...was...your...
		psychiatrist?  And now she's spray-
		painting our building?

	EXT.  FAA STOREFRONT/SECOND AVENUE

	ANGLE ON SLACK PLAINCLOTHES COP, across the street in the CHEVY,
	amazed, watching RAILLY spray painting.  He shakes his head wearily.

	ANGLZ ON STREET TYPES, inching closer, watching RAILLY with
	amazement, too.  They include...

	an IRISH DRUNK, white haired, red-faced, bloated...

	a NATIVE AMERICAN with tormented eyes and a mangled ear...

	an AFRICAN AMERICAN with one eye...

	the TEENAGED PUNKS...

	a WHITE MAN, shabbily dressed, joining the knot of ONLOOKERS,
	reacting at the sight of RAILLY.  It's COLE!  He pushes toward her.

				COLE
		Kathryn!

	RAILLY stops spraying, whips around at the sound of his VOICE.

				RAILLY
		James!

	With a quick glance toward the PLAINCLOTHES COP, RAILLY takes
	urgent charge of the situation.

				RAILLY
		James!  That's a policeman.  Pretend
		you don't know me.  If he sees you...

				COLE
			(turning, looking)
		No, I want to turn myself in.  Where is he?
			(placing his hands on his head)
		Don't worry -- it's all okay now.  I'm
		not crazy any more!  I mean, I am
		crazy, mentally divergent, actually,
		but I know it now and I want you to
		help me.  I want to get well...

	ANGLE on RAILLY, desperately pulling COLE'S hands off his head as
	she tries to block the COP'S view of COLE.

				RAILLY
		James -- put your hands down and listen
		to me.  Things have changed!

	ANGLE ON THE PLAINCLOTHES COP, checking the mug shot of COLE on
	his clipboard, then reaching for his radio mike.

	ANGLE ON RAILLY, reacting to the COP speaking into his mike:  she
	tosses the spray paint can aside, grabs COLE and tries to pull
	him along...but COLE isn't moving.  He's staring at the front of
	the FAA Store with disbelief!

				RAILLY
		James, come on!  We have to get out of here!

	COLE looks from the wall to the can rolling on the sidewalk,
	then back to the wall where RAILLY has sprayed the huge words:

			ATTENTION!!!  POLICE ARE WATCHING!
			IS THERE A VIRUS?  IS THIS THE
			SOURCE?  THREE BILLION DIE?

	It's the graffiti COLE saw in the future, in the picture!

				COLE
		I've seen that...before.

	But RAILLY'S total attention is on their dilemma.

				RAILLY
		James, trust me.  We're in terrible
		trouble.  We have to run.

	Very confused, COLE lets her drag him along the sidewalk, past
	ONLOOKERS.  She looks crazier than he does.

	ANGLE ON THE CHEVY, making a sudden, urgent u-turn, almost
	colliding with a passing car.  BRAKES SQUEAL and a HORN BLARES.

	INT.  FAA STORE - DAY

	ANGLE ON BEN, peeking out, reacting to the drama.

				BEN
		Wow, a guy in a Chevy is chasing her
		and some other guy I can't see.

				FALE
		Hey, no problem, it's probably just
		another kidnapping featuring Jeffrey's
		shrink, pardon me, make that ex-shrink.
			(indicating Jeffrey to the others)
		This is your leader, a certifiable lunatic
		who told his former psychiatrist all his
		plans for God knows what whacko irresponsible
		schemes, and now who knows what she's
		painted out there on our wall?

				JEFFREY
		WHO CARES WHAT PSYCHIATRISTS WRITE ON
		WALLS?
			(moves to Fale, jabs him with a finger)
		You think I told her about the Army of
		the 12 Monkeys?  Impossible!  Know why,
		you pathetically ineffectual and
		pusillanimous "pretend-friend-to-
		animals"?!  I'll tell you why:  because
		when I had anything to do with her six
		years ago, there was no such thing -- I
		hadn't even thought of it yet!

				FALE
			(triumphant)
		Then how come she knows what's going on?

	JEFFREY abruptly switches from rage to good humor, adopting a
	supercilious smile and a patronizing tone.

				JEFFREY
		Here's my theory on that.  While I was
		institutionalized, my brain was studied
		exhaustively in the guise of mental health.
		I was interrogated, x-rayed, studied
		thoroughly.  Then, everything about me
		was entered into a computer where they
		created a model of my mind.

	They all stare, mesmerized, at the strutting JEFFREY.  Is he
	serious?  Is he crazy?  Doesn't matter -- he's charismatic.

				JEFFREY (cont.)
		Then, using the computer model, they
		generated every thought I could possibly
		have in the next, say ten years, which
		they then filtered through a probability
		matrix to determine everything I was
		going to do in that period.  So you
		see, she knew I was going to lead the
		Army of the Twelve Monkeys into the
		pages of history before it ever even
		occurred to me.  She knows everything
		I'm ever going to do before I know it
		myself.  How about that?

	JEFFREY smiles smugly into FALE'S flabbergasted face.

				JEFFREY
		Now I have to get going -- do my part.
		You guys check all this stuff out and
		load up the van.  Make sure you have
		everything.  I'm outta here.

	JEFFREY exits.  The others stare at the door.

				FALE
		He's seriously crazy -- you know that.

	EXT.  SKID ROW ALLEY - DAY

	An overflowing dumpster squats near the mouth of an alley.

	The unmarked CHEVY crawls slowly past the alley, the PLAINCLOTHES
	COP'S eyes searching everywhere.

	Trash stirs in the dumpster and RAILLY'S eyes peer up out of the
	torn cardboard boxes, rotting food, and styrofoam litter.

	HER POV:  the POLICE CAR passes from view.

	ANGLE ON RAILLY, emerging from the refuse, hissing,

				RAILLY
		James!  Come on.

	A confused COLE emerges from the opposite end of the dumpster,
	bits of lettuce in his hair.

				COLE
		I don't understand what we're doing.
	
				RAILLY
			(climbing out of the dumpster)
		We're avoiding the police until I
		can....talk to you.

				COLE
			(climbing out after her)
		You mean, treat me?  Cure me?  Kathryn,
		those words on the wall -- I've seen
		them before...  I...I...dreamed them.

	But she's not listening.  She's peeking out the alley entrance.

	RAILLY'S POV:  across the street is a run-down skid row hotel,
	THE GLOBE, ROOMS WEEKLY, DAILY.

	INT.  GLOBE HOTEL/LOBBY - MINUTES LATER

	The DESK CLERK, an old alkie who hates trouble but finds it often,
	stares across the counter suspiciously at RAILLY and COLE.

				DESK CLERK
		Twenty five bucks an hour.

				RAILLY
		An hour?!

				DESK CLERK
		You want quarter hours, go someplace else.

				RAILLY
			(catches on, pulls out her last bills)
		Here's ninety eight.  For the night.  Deal?

	The DESK CLERK squints warily at this turn of events.  Then, he
	turns, gets a key, turns back and hands it to her.

				DESK CLERK
		Forty four.  Fourth floor, turn right.
		Elevator's busted.

	RAILLY turns, COLE follows, and they walk quickly to the stairs
	passing the stares of gloomy RESIDENTS sitting on torn sofas
	chairs in front of an old TV with hideous color.

	ANGLE ON THE DESK CLERK, watching RAILLY and COLE climb
	stairs.  As they disappear from view, he picks up the phone,
	punches a number, speaks into the phone.

				DESK CLERK
		Tommy?  This is Charlie at the Globe.
		You know if Wallace has a new girl?
		Sort of a rookie type?  Blonde?

	INT.  GLOBE HOTEL ROOM 44 - MINUTES LATER (DAY)

	COLE sits on the lumpy bed in the dingy room, watching RAILLY
	pace back and forth like a mad woman.

				RAILLY
		Okay...you were standing there looking
		at the moon...you were eating grass...
		then what?

				COLE
		I thought I was in...prison again.

				RAILLY
		Just like that?  You were in prison?

				COLE
		No, not really.  It's...it's in my
		mind.  Like you said.

				RAILLY
		You disappeared!  One minute you were
		there, the next minute you were gone.
		Did you run through the woods?

				COLE
		I don't know -- I don't remember.

				RAILLY
		The boy in the well.  How did you know
		that was just a hoax?

				COLE
		It was?  I didn't...know.

				RAILLY
		James, you said he was hiding in the barn...

				COLE
		I think I saw a TV show like that when
		I was a kid.  Where a boy...

				RAILLY
		IT WASN'T A TV SHOW!  IT WAS REAL!

	COLE looks at her.  She's really upset.

				COLE
		Well, maybe that kid saw the same TV
		show and copied it.  Listen, you were
		right, it's all in my head.  I'm mentally
		ill, I imagine all that stuff.  I know
		they're not real, I can trick them, make
		them do what I want.  I just worked on
		them in my head and I got back here.  I
		can get better.  I can stay here.

	RAILLY pulls a photo from her purse, shows it to COLE.

	It's the uncropped picture from her book, the photo of JOSE in
	WWI with a fuzzy image of COLE on the edge of the frame,

				RAILLY
		What does this mean to you?

				COLE
		...I had a dream about...something
		like that.

				RAILLY
		You had a bullet from World War One in
		your leg, James!  How did it get there?

				COLE
		You said I had delusions -- that I
		created a world -- you said you could
		explain everything...

				RAILLY
		Well, I can't. ... I mean...I'm trying
		to.  I can't believe that everything we
		do or say has already happened, that we
		can't change what's going to happen,
		that I'm one of the three billion
		people who are going to die...soon.

	COLE stands, moves close to her.

				COLE
		I want to be here.  In this time.  With
		you.  I want to become...become a whole
		person.  I want this to be the present.
		I want the future to be unknown.

				RAILLY
			(sudden hopeful idea!)
		James...do you remember...six years
		ago...you had a phone number!  You
		tried to call and...

	WHAM!  The door flies open, kicked violently, the flimsy lock not
	holding.  A menacing figure stands in the doorway.  WALLACE.  A
	wiry biker-type with jail house tattoos and mean eyes.

	COLE and RAILLY are too stunned to say anything as WALLACE looks
	them over coldly, insolently, then advances on RAILLY.

				WALLACE
		This is my territory, bitch!

				COLE
			(confused, turns to Railly)
		Is this real -- or is this one of my
		delusions?

				RAILLY
		This is definitely real:
			(to Wallace)
		Excuse me, I think we have a little
		misunderstanding here...

	WALLACE smashes RAILLY in the face.  She flies back against the
	wall and onto the floor as WALLACE spins around to COLE who is
	stepping toward him, but WALLACE is now holding a knife

				WALLACE
		What're you -- some kind of tough guy?
		You wanna be a hero?  You gonna try and
		mess with me?  Come on...

	A beat.  COLE puts his hands up placatingly as he backs around
	WALLACE and moves to RAILLY, whose eye is already swelling.

				WALLACE
		Now that's a smart boy.  But you,
		honey, you think you can go 'round
		me and peddle your fancy ass in this
		part of town, you bet your life we got
		what I would call a major goddamn
		misunderstandin'.

	RAILLY reaches a hand up to COLE for assistance, but, he grabs
	her purse instead, swings it around, SMASHES WALLACE in the face
	with it, then grabs the pimp's arm and SNAPS it like it was a
	twig!  The knife clatters to the floor as WALLACE yelps in pain
	and COLE slams him to the floor, straddles his chest, retrieves
	the near-by knife, and presses it sharply against WALLACE'S neck.

				RAILLY
		JAMES -- DON'T!

	COLE hesitates.

				WALLACE
			(eyes bulging)
		You...heard...her.  Don't do it, man.

				RAILLY
			(gets up, looks around)
		Put him in the closet, ... But get his
		money first.

				COLE
			(amazed)
		You want me to rob him?

				RAILLY
		I...I...We need cash, James.

	A shadow.  RAILLY turns toward the door and glimpses a FACE
	disappearing, then hears SHOUTS from the hallway...

				SHOUTS (o.s.)
		They're killing him!  Call the cops.

	Being very careful not to move his neck, WALLACE reaches into his
	pocket and produces a thick roll of bills, which RAILLY grabs.

				WALLACE
		You two are crazy.  I got friends.  You
		put me in a closet, they're gonna be
		really pissed.

	COLE moves off Wallace and, keeping the knife close, yanks him to
his teeth while RAILLY hurries to the window and looks out.

	HER POV:  A fire escape leads down into an alley.

	RAILLY turns just in time to see COLE shove WALLACE into the
	bathroom, follow him in, slam the door behind them, and LOCK it.

				RAILLY
		James, no!

	INT.  BATHROOM

				RAILLY'S VOICE (from the other room)
			(rattling the door knob)
		James, what are you doing?

	WALLACE cowers back against the shower stall.

				WALLACE
		I have friends, man -- if you cut me...

	WALLACE breaks off, bug-eyed, reacting to something we don't see!

				WALLACE
		What...the...fuck..are you doing???

	INT.  GLOBE MOTEL ROOM 44

	RAILLY is pounding on the bathroom door now as, suddenly, it
	opens and COLE steps out, the knife in his right hand, dripping
	with blood.

				RAILLY
		Oh, my God, James.  Did you kill him?

	COLE shakes his head "no" as blood oozes from his mouth.

				COLE
		Just...just in case.  In case I'm not
		crazy...
			(holds up two bloody molars)
		That's how they find us.  By our teeth.
			(a beat, eye contact)
		I don't want them to find me.  Ever.  I
		don't want to go back.

	RAILLY's astonishment turns to emotion as it dawns on her the
	choice he's made.  Given up the future (if it exists, and it's
	looking like it does)!  Risking his life to be with her!  For
	this brief time!  She's overwhelmed, lips trembling, tears
	welling in her eyes.  But just then, the SOUNDS of SHOUTS and
	feet THUNDERING up the stairs snap her back to reality.

	INT.  STAIRWELL/GLOBE HOTEL

	COPS' boots THUNDER up the stairwell.

	INT.  ROOM 44/GLOBE HOTEL

	In between nervous glances toward the door, RAILLY supervises as
	COLE obediently blocks the bathroom door with the bureau.

				RAILLY
		Push it tight!

				WALLACE'S VOICE (from the bathroom)
		NO PROBLEM!  I'LL JUST STAY IN HERE!
		DON'T WORRY ABOUT ME.

	INT.  4TH FLOOR HALLWAY/GLOBE HOTEL

	POLICE OFFICERS, led by the PLAINCLOTHES COP, make a cautious
	entrance onto the 4th floor, guns drawn.

	Seedy HOTEL RESIDENTS point to Room 44, then cower back into
	their doorways.

	EXT.  GLOBE HOTEL FIRE ESCAPE/ALLEY - DAY

	COLE and RAILLY clatter down the fire-escape, COLE in the lead.
	They come to the end of the metal stairway.  It's a long distance
	to the ground.  COLE jumps down, turns, reaches up to her.

	She lets herself down to him.  Their eyes meet.  He holds her in
	his arms for a moment.  Then, reluctantly, he puts her down.
	They start running down the alley.

	INT.  GLOBE HOTEL FOURTH FLOOR - DAY

	The PLAINCLOTHES COP has his pistol out, his back to the wall
	alongside the open doorway to Room 44.  The UNIFORMED OFFICERS
	are backing him up, weapons drawn.

				PLAINCLOTHES COP
		POLICE!  THROW YOUR WEAPONS OUT AND
		COME OUTTA THERE!

	No response.

	INT.  GLOBE HOTEL ROOM 44

	The PLAINCLOTHES COP charges into the room in a crouch, pistol
	extended in both hands.  He pans the gun around the empty room.

	HIS POV:  the open window...the blood on the floor.

				WALLACE'S VOICE (from the bathroom)
		HEY!  ZAT THE POLICE!  I'M AN INNOCENT
		VICTIM IN HERE!  I WAS ATTACKED BY A
		COKED-UP WHORE AND A CRAZY DENTIST!

	EXT.  BUS STOP/DOWNTOWN - LATE AFTERNOON

	A city bus disgorges a stream of PASSENGERS at a stop in the
	toney downtown shopping district.  Among them, RAILLY looks
	furtively left and right, COLE on her heels.  She's hidden her
	bruised eye behind sun glasses; he's holding a bloody
	handkerchief to his mouth.

	As he steps to the sidewalk, COLE is overwhelmed by the bustling
	city, the tall downtown buildings.  His eyes go up.

	COLE'S POV:  a building, towering toward the sky.  A building
	with a ledge.  The same ledge the lion prowled in the future!!!

	ANGLE ON COLE, shaken, as RAILLY ushers him into the recessed
	entrance to a store.

				RAILLY
		Wait here.  I'm going to try that phone
		number.  Let's hope it's nothing!

	Dazed by his experience and the flow of SHOPPERS, COLE watches
	her hurry to a pay phone twenty yards away, his view of her made
	intermittent by PEDESTRIANS streaming past him, their FACES
	looming frighteningly close.

	A BUSINESSMAN jostles COLE, forcing him back against the display
	window.  Turning, he faces the angry jaws of a BEAR only inches away

	Recovering from a jolt of terror, COLE realizes the BEAR is a life-size
	toy in the display window.  Relieved, he looks back at RAILLY.

	COLE'S POV:  RAILLY, well out of earshot, speaking earnestly into
	the phone.

	ANGLE ON COLE, startled, as a BUSINESSMAN, mistaking him for a
	panhandler, shoves a dollar into his hand.  Confused, COLE stares
	at the dollar, then turns to say something to the retreating
	BUSINESSMAN, but just then he sees RAILLY rushing toward him,
	eyes sparkling with happiness, LAUGHING, ebullient.

				RAILLY
		James!  James!  It's okay.  We're
		insane!  We're crazy!

	COLE doesn't know how to respond, but a PASSERBY gives them a look.

				RAILLY
		It's a Carpet Cleaning Company...

				COLE
		A Carpet Cleaning Company?

				RAILLY
			(laughing)
		No superiors!  No scientists.  No
		people from the future.  It's just a
		Carpet Cleaning Company.  They have
		voice mail -- you leave a message
		telling them when you want your carpet
		cleaned.

				COLE
		You... you left them a message?
	
				RAILLY
			(impishly)
		I couldn't resist.  I was so relieved.
		Wait'll they hear this nutty woman
		telling them...they better watch out
		for the Army of the Twelve Monkeys...

	Looking at her laughing face, COLE is struck with horror as he
	realizes the truth!  He starts to recite...

				COLE
		"The Army of the Twelve Monkeys --
		they're the ones who are going to do
		it.  I can't do anything more.  The
		police are watching me."

	Now she's stunned.  She glances back and sees the phone booth
	twenty yards away.

				RAILLY
		You... you couldn't have heard me.

				COLE
		They got your message, Kathryn.  They
		played it for me.  It was a bad
		recording...distorted.  I didn't
		recognize your voice.

	RAILLY'S eyes fill with horror as she grasps the meaning.

	ANGLE ON A UNIFORMED COP, staring out the window of a POLICE
	CRUISER as it inches along in the bumper to bumper traffic.
	Noticing something, he reaches for his radio.

	ANGLE ON RAILLY, spotting the CRUISER, grabbing COLE, pulling him
	into the CROWD.

				RAILLY
		Come on.

	INT.  DEPARTMENT STORE/MEN'S DEPARTMENT - 6:00 PM

	RAILLY, whose sun glasses don't really hide her bruised eye, adds
	a man's Hawaiian shirt to the pile of other men's things heaped
	on a counter in front of a very suspicious CLERK.

				RAILLY
		And this.
			(turning)
		Anything else?

	But COLE'S not here.  He's a short distance away...staring.

	COLE'S POV:  aisle after aisle of eager shoppers and a bounty of
	brand new consumer goods.

	ANGLE ON COLE, remembering another department store, dark and
	full of moldering merchandise.

	ANGLE ON RAILLY, turning again to the CLERK.

				RAILLY
		I guess that's it.

				CLERK
		Shall I put this on your account, Ma'am?

				RAILLY
			(producing Wallace's roll of bills)
		No -- I'll pay cash.

	The CLERK stares at the huge roll of bills!

				RAILLY
		What floor are the wigs on, please?

	EXT.  PEST CONTROL VAN - NIGHT

	Surrounded by stripped and abandoned vehicles, the VAN, with a
	PEST CONTROL logo on its side, is parked on a trash-littered
	street beside the massive pillars of a towering freeway.

	INT.  PARKED PEST CONTROL VAN

	The VAN is packed with SIX ACTIVISTS, SANDY and KWESKIN among
	them, all wearing black.  Some of them have climbing gear, tool
	belts, all sorts of paraphernalia.  KWESKIN is telling his story.

				KWESKIN
		So then he goes into this incredible riff
		about how his shrink, like, replicated
		his brain while he was in the nut house.
		Turned it into a computer.

				WELLER
		And Fale believed it?

				KWESKIN
		Oh, you know Fale!  He's like, "If you
		guys get nailed -- and I'm sure you will --
		I never saw you before in nay life!"

	LAUGHTER from all of them.  Then, there's a sharp, rhythmic
	series of RAPS on the side door, a signal.

	POPE quickly slides the door open.  It's JEFFREY...grinning.

	Three other activists, GOINES, ICHIOKA, and BRUHNS, stagger out of
	the darkness behind JEFFREY, lugging a huge, squirming GARBAGE BAG.

	The van occupants react with murmurs of "Awwwwwright" and "Far
	out", then they help maneuver the writhing bag into the van.

	Then, JEFFREY and the other three scramble in, too.

				JEFFREY
		Let's do it!

	EXT.  VAN/FREEWAY

	The PEST CONTROL VAN lumbers up a ramp and onto the freeway.

	INT.  PEST CONTROL VAN/MOVING

	The GARBAGE BAG squirms and grunts as JEFFREY holds a map under a
	flashlight and goes over "the plan" with the other ACTIVISTS.

				JEFFREY
		Okay, that's Stage One.  In Stage Two,
		Monkey Four is over here...

	A loud GROAN from the bag distracts the others.

				GOINES
		What's the harm in opening the bag?
		His eyes are taped.

				SANDY
		Yeah, it's cruel leaving him like that.

				JEFFREY
		Ah, but cruelty is his specialty.

				ICHIOKA
		So why should we be like him?

	Shrugging cheerfully, JEFFREY tears open the garbage bag revealing
	DR. MASON, trussed up, duct tape covering his eyes and mouth.

				JEFFREY
		Want the full effect?

	Grinning wickedly, JEFFREY rips the tape from his father's mouth.

				DR. MASON
		Jeffrey?  I know it's you, Jeffrey.  I
		recognize your voice.

	JEFFREY puts his finger to his lips, silencing everyone.

				DR. MASON
		JEFFREY???  ... Very well.  You're out
		of your mind, Jeffrey.  I know all
		about your insane plan.  That woman --
		your psychiatrist -- she told me.

	JEFFREY raises his eyebrows.  This he hadn't expected.

				DR. MASON
		I didn't believe her -- it seemed too crazy
		even for you.  But, just in case, I took steps
		to make sure you couldn't do it.  I took myself
		out of the loop!  I don't have the code any
		more.  I don't have access to the virus.  So,
		go ahead -- torture me, but you can't extract
		anything of use to yourself.

	The ACTIVISTS are all exchanging puzzled looks.

				JEFFREY
		What...virus?

				DR. MASON
			(spins his head toward Jeffrey)
		She knew about it, Jeffrey.  She knew
		you were going to try this.

				JEFFREY
		What virus are we talking about, Dad?

				DR. MASON
		You're insane, Jeffrey.

				JEFFREY
		You "develop" viruses and you're calling
		me insane?  Typical.  What does this
		virus attack?  Don't tell me, you sick
		fuck, it doesn't matter.
			(to the others)
		Have I ever "developed" a virus?  Do I
		put helpless animals in cages and measure
		their reactions to electrical stimuli?
		Do I inject radioactive substances into
		living creatures and examine their
		bowel movements?  Wow!  And I'm crazy!

				DR. MASON
		Please tell me, Jeffrey, what exactly
		are you going to do?  I don't have to
		tell you I'm afraid.

				JEFFREY
		THIS IS A FUCKING EXPERIMENT!  YOU'RE
		OUR HELPLESS LITTLE TEST ANIMAL, DADDY.
		GOT THAT?  NOW -- WHAT FUCKING VIRUS
		HAVE YOU COME UP WITH, YOU DEMENTED
		FUCKING MANIAC?

	INT.  MOVIE SCREEN/THEATER - NIGHT

	Spooky BERNARD HERRMAN MUSIC, giant redwoods looming skyward.
	It's DAYTIME in Muir Woods.  SCOTTY (JAMES STEWART) AND MADELINE
	(KIM NOVAK) walk toward a display of a cross cut section of a
	redwood tree.  We're watching Hitchcock's VERTIGO.

				SCOTTY (up on the screen)
		Here's a cross section of one of the
		old trees that's been cut down.

	They look at the lines of the tree marked with cards that say,
	"BIRTH OF CHRIST", "DISCOVERY OF AMERICA", "MAGNA CARTA SIGNED",
	"1066 - BATTLE OF HASTINGS", and "1930 TREE CUT DOWN".

	ANGLE ON THE THEATER AUDIENCE, empty seats dimly visible in the
	flickering light, a few shadowy MOVIEGOERS scattered here and there.

	ANGLE ON THE SCREEN, MADELINE pointing, saying with profound melancholy.

				MADELINE (up on the screen)
		Somewhere in here I was born.  And here
		-- I die.  There's only a moment for
		you.  You don't notice.

	ANGLE ON THE AUDIENCE, a shadowy COUPLE near the back of the
	theater.  WE CAN'T REALLY SEE THEM, but we recognize their VOICES

				RAILLY
		Here, let me help you.

	The theater is briefly illuminated by a very bright scene on the
	screen, revealing enough of COLE and RAILLY for us to see she's
	doing something to his upper lip while he tries to watch the movie.

				COLE
		I think I've seen this movie before.
		When I was a kid.  It was on TV.

				RAILLY
			(fussing with his upper lip)
		Shh -- don't talk.  Hold still.

				COLE
			(moving his head to see the film)
		I have seen it, but I don't remember
		this part.  Funny, it's like what's
		happening to us, like the past.  The
		movie never changes -- it can't change
		-- but everytime you see it, it seems
		to be different because you're different
		-- you notice different things.

				RAILLY
		If we can't change anything...because
		it's already happened, then we ought to
		at least smell the flowers.

				COLE
		Flowers!  What flowers?

	From the darkness, a MOVIE PATRON makes a SSSSHHHHH shound.

				RAILLY
			(whispering)
		It's an expression.  Here...

	She's pulling something from a shopping bag at her feet, placing
	it on COLE'S head, adjusting it...

				COLE
		Why are we doing this?

				RAILLY
		So we can stick our heads out the
		window and feel the wind and listen to
		the music.  So we can appreciate what
		we have while we have it.  Forgive me,
		psychiatrists don't cry.

	There are tears in her eyes.  They discomfit COLE.

				COLE
		But maybe I'm wrong.  Maybe you're
		wrong.  Maybe we're both crazy.

				RAILLY
		In a few weeks, it will have started or
		it won't.  If there are still baseball
		games and traffic jams, armed robberies
		and boring TV shows -- we'll be so
		happy, we'll be glad to turn ourselves
		in to the police.

				SHADOWY MOVIEGOER
		SHHHHHHH    

				COLE
			(whispers)
		Where can we hide for a few weeks?

	ANGLE ON THE SCREEN, where SCOTTY and MADELINE are in the foreground,
	the OCEAN behind them.

				RAILLY
		You said you'd never seen the ocean...

	EXT.  GORILLA'S PEN/ZOO - NIGHT

	CLOSE ON A GORILLA, by moonlight, angry, a true nightmare vision.

	URGENT WHISPERS off screen, RUSTLING SOUNDS.  Then, METAL ON METAL.
	Only now are we aware that the GORILLA is in an outdoor zoo pen
	with phony rocks.  Stalking back and forth.  Huge.  Upset.

	CLANK.  CLANK.  METAL ON METAL.  GRUNTS of effort, then, DR.
	MASON'S VOICE, plaintive, frightened.

				DR. MASON'S VOICE (o.s.)
		What are you doing to me?  Where are
		we?  Jeffrey, please...

				SANDY'S VOICE (o.s.)
		For God's sake, put the tape back on
		his mouth!

	The GORILLA bellows angrily, beating his chest.

				JEFFREY'S VOICE (o.s.)
		Forget the tape.  The monkey's louder than
		he is.  You gonna tape the monkey's mouth?

	EXT.  PANTHERS' PEN/ZOO - NIGHT

	Under the full moon, PANTHERS pace back and forth, back and
	forth, uttering ominous guttural SNARLS.

	EXT.  LION'S PEN/ZOO

	The KING OF BEASTS gives a deep, fierce ROAR.  From the darkness,
	unseen ELEPHANTS TRUMPET their response.

	EXT.  AVIARIES/ZOO

	A PANDEMONIUM of WINGS RUSTLING, the sharp metallic CLINKING of
	metal on metal, the MUTTER of HUMAN VOICES, then a cacophonous
	CRESCENDO of frenzied SCREECHING as PARROTS, COCKATOOS and other
	EXOTIC BIRDS careen madly in their cages.

	INT.  MOVIE THEATER AUDITORIUM

	CLOSE ON COLE, dozing fitfully, as the SOUNDS of SCREAMING BIRDS
	continue.  Suddenly, he comes awake with a start...sees the movie
	filling his field of vision.

	HIS POV:  the MOVIE SCREEN.  TIPPI HEDRIN, overwhelmed by
	screeching BIRDS in an attic in Hitchcock's THE BIRDS.

	ANGLE ON COLE, orienting himself, looking around.  Empty seats on
	both sides of him.  He's alone.  He panics.

				COLE
		Kathryn?!

	INT.  THEATER LOBBY

	A lobby poster boasts "Classics 24 Hours A Day" and "Hitchcock
	Festival".  PANNING OFF the poster, passing a SNORING USHER, dead
	to the world in an old velvet chair, WE DISCOVER a BRUNETTE in a
	tight dress, just hanging up the lobby pay phone.  Turning, she
	reveals heavy make-up, gaudy costume jewelry, and sun glasses.
	She's the BRUNETTE in COLE'S DREAM!  Crossing the lobby toward
	the auditorium, it's a pleasure to watch her nice body undulate
	in the tight dress.

	Just then, the auditorium doors burst open and a BLONDE MAN in a
	Hawaiian shirt appears, the man from COLE'S DREAM, except this
	man's moustache is fixed firmly on his upper lip.  The BLONDE MAN
	stops, stunned at the sight of the BRUNETTE.

				BRUNETTE
		We're booked on a 9:30 flight to Key West.

	The Brunette is RAILLY, no longer the frazzled professional,
	revealed now by her disguise as a sexy babe.  The Blonde Man is
	COLE!  He's confused.

				COLE
		You were in my dream just now.  I
		didn't recognize you.

				RAILLY
		Well, you look pretty different, too.

				COLE
		I mean in my dream -- I didn't realize
		it was you.  Then...I woke up and I...I
		thought you were gone.

				RAILLY
			(studies him seriously)
		I remember you...like this.  I feel
		I've known you before.  I feel I've
		always known you.

	Their eyes lock.  Suddenly, she backs up, gently maneuvering him
	with her, past the sleeping USHER, to and through an unlocked,
	unmarked door, then closing it behind them.

	INT.  STORAGE ROOM/MOVIE THEATER

	RAILLY and COLE are in a dimly lit cluttered storage room.  She
	kisses him hungrily amid the brooms, plastic trash barrels, other
	janitorial items.  COLE responds to her passion as they move
	deeper into the room, its walls covered with old movie posters.
	Tearing at each other's clothes, they collapse on a rolled
	theater curtain among stacks of ancient theater seats.

	EXT.  SUBURBS - DAWN

	The red rim of the rising sun is just becoming visible beyond the
	silhouetted roofs of an upper middle-class suburban neighborhood.
	The early light is so vague that when a huge SIBERIAN TIGER pads
	across a neatly-trimmed lawn, he's more a shadowy vision than
	reality.  Did we really see him at all?

	EXT.  CONSTRUCTION SITE - DAWN

	The rising sun flares behind the towering silhouette of an unfinished
	building, deserted in the early morning light.  High up, a MONKEY
	his head around a girder.

	Four stories below, other MONKEYS are climbing.

	EXT.  SHOPPING MALL - DAWN

	Deserted in the first light of dawn, the stores face each other
	across a broad promenade with blank staring windows.

	Nothing happens.  For a long moment.  Then, an AFRICAN BULL
	ELEPHANT appears, turning the corner, lumbering toward us along
	the promenade, raising his trunk to TRUMPET triumphantly to the
	other ELEPHANTS trotting into view behind him.

	INT.  TAXICAB/CITY STREETS - EARLY MORNING

	A fiftyish WOMAN CABBIE with white hair and a Southern twang is
	at the wheel of the cab.

				WOMAN CABBlE
		What time's your flight, friends?

	In the back seat, COLE, in the blonde wig and moustache, looks to
	his companion, the sexy babe in sun glasses and heavy make-up, RAILLY.

				RAILLY
		Nine thirty

				WOMAN CABBIE
		Might be tight.

				RAILLY
			(startled, checks her watch)
		Tight?  My watch says 7:30.

				WOMAN CABBIE
		On your normal mornin', okay, plenty a
		time, but today, gotta take inta account
		your Army-of-the-Twelve-Monkeys factor.

				RAILLY
		What?  What did you say?

				WOMAN CABBIE
		Twelve Monkeys, honey.  Guess you folks
		didn't turn on your radio this morning.

	COLE and RAILLY exchange a quick look.

				WOMAN CABBIE
		Bunch a weirdoes let all the animals outta
		the zoo last night.  Then they locked up
		this big shot scientist in one of the cages.
		Scientist's own kid was one a the ones did it!

	RAILLY and COLE stare at the cabbie, stunned.

				WOMAN CABBlE
		Now they got animals all over the
		place.  Buncha zebras shut down the
		thruway 'bout an hour ago and some
		kinda thing called an "e-mu" it's got
		traffic blocked for miles over on 22.

	Flabbergasted, RAILLY'S eyes suddenly fill with hope.

				RAILLY
		That's what they were up to!  Freeing
		animals!

				COLE
		On the walls -- they meant the animals
		when they said, "We did it."

				WOMAN CABBIE
		You can hear it on the radio all the
		stations...

	As the WOMAN CAEBIE switches on the RADIO, RA:LLY points and COLE
	follows her look.

	COLE'S POV:  two CHEETAHS, sleek and magnificent against the
	cityscape, streaking past the cab at ninety mph!

				ANNOUNCER/RADIO (o.s.)
		In the meantime, numerous animal rights
		activists have joined the chorus
		condemning what they're calling the
		"loose canon" activities of Jeffrey
		Mason and his Army of the Twelve
		Monkeys.
				RIGHTS ACTIVIST/RADIO (o.s.)
		Can these fools seriously believe that
		releasing a captive animal into an
		urban environment is being compassionate
		to the animal?  It's mindlessly cruel,
		almost as indefensible as holding the
		animal in captivity in the first place.

	RAILLY and COLE are watching FLAMINGOS cross the sky against a
	backdrop of skyscrapers in silhouette.

				RAILLY
		Maybe it's going to be okay.

	INT.  TICKET COUNTER/AIRPORT TERMINAL - MORNING

	CLOSY ON copies of the mug shot of COLE and a photo of RAILLY
	while the airport P.A. SYSTEM DRONES in the b.g..

	REVEAL a DETECTIVE, giving the flyers to the uniformed SUPERVISOR
	at one end of the ticket counter.

				DETECTIVE
		Tell your people if they spot either
		one of them, not to try and apprehend
		then.  They should notify us and...

	ANGLE ON RAILLY AND COLE, thirty yards away, entering the terminal.

				P.A. SYSTEM
		-- Flight 531 for Chicago is now ready
		for boarding at Gate Seventeen.

	ANGLE ON COLE, reacting to the P.A., stopping, seeing the
	bustling airport lobby.

				COLE
		I know this place! ... This is my dream.

				RAILLY
		Airports all look the same.  Maybe
		it's...
			(turning, reacting)
		James!  Your moustache!  It's slipping.

	But COLE isn't listening.  He's looking around, mesmerized.

				COLE
		It's not just my dream.  I was actually
		here!  I remember now.  My parents
		brought me to meet my uncle.  About a
		week or two before...before...before
		everybody started dying.

	RAILLY glances around nervously.

	RAILLY'S POV:  two UNIFORMED POLICEMEN, strolling through the
	lobby, their eyes scanning the faces of TRAVELERS.

	ANGLE ON RAILLY, pulling a small tube from her purse.

				RAILLY
		They may be looking for us, James.
			(placing the tube in his hand)
		Use this.  You can fix it in the Men's Room.
  
				COLE
			(confounded)
		I was here...as a kid.  I think you
		were here, too.  But you...looked just
		like you look now.

				RAILLY
			(getting desperate)
		James, if we're identified, they're
		going to send us someplace...but not to
		Key West!

				COLE
			(snaps out of it, hand to moustache)
		Right!  You're right.  I have to fix this.

				RAILLY
			(indicating a sign)
		I'll get the tickets and meet you... in
		the Gift Shop.

	COLE follows her look, nods, then heads for the Men's Room as
	RAILLY, in sun glasses, gaudy outfit, high heels, starts clip
	clopping toward the ticket counter, her ass attracting admiring
	glances.

	INT.  TELEPHONES/LOBBY - DAY

	BUSINESS TRAVELERS huddle over pay phones, talking earnestly, as
	COLE walks past on his way to the Men's Room.

	Seeing an unoccupied phone, COLE hesitates, considers it.  Coming
	to a decision, he reaches into his pocket, pulls out some change.

	INT.  TZCKET COUNTER/TERMINAL

	CLOSE ON the flyer of COLE and RAILLY taped under the counter,
	hidden from the customers, but in clear view of the TICKET AGENT
	who has just finished serving a PORTLY GENTLEMAN.  The GENTLEMAN
	walks away.

	ANGLE ON RAILLY, stepping up to the counter, smiling, looking
	nothing like the Railly on the flyer.

				RAILLY
		Judy Simmons.  I have reservations for
		Key West.

	INT.  PAY PHONES/TERMINAL

	COLE is speaking into the phone very low, very private, very intense.

				COLE
		Listen, I don't know whether you're
		there or not.  Maybe you just clean
		carpets.  If you do, you're lucky --
		you're gonna live a long, happy life.
		But if you other guys exist and you're
		picking this up -- forget about the
		Army of The Twelve Monkeys -- they
		didn't do it.  It was a mistake'
		Someone else did it.  The Army of The
		Twelve Monkeys are just dumb kids
		playing revolutionaries.  It was
		someone else!

	COLE looks around nervously, catches a BUSINESSMAN at the next
	phone looking away quickly.  COLE touches his loose moustache as
	he averts his face and speaks into the phone in an urgent whisper.

				COLE
		I've done my job.  I did what you wanted.
		Good luck.  I'm not coming back!

	COLE hangs up the phone, looks around, catches a few stares.
	Averting his face, he heads for the Men's Room.

	INT.  TICKET COUNTER - DAY

	The TICKET AGENT is counting out a stack of bills.

				TICKET AGENT
		Don't see a lot of this... cash.

				RAILLY
		It's...a long story.

				TICKET AGENT
			(smiles, hands over the tickets)
		They'll begin boarding in about twenty
		minutes.  Have a nice flight, Mrs. Simmons.

	Turning to go, RAILLY fumbles the tickets while trying to put
	them in her purse and they flutter to the floor.  As she kneels
	to retrieve them, WE SEE the long line of waiting TRAVELERS from
	the waist down.  WE SEE a familiar Chicago Bulls Sports Bag
	resting on the floor beside sneakers and gaudy baggy pants.
	we've seen this outfit before...in COLE'S dream...on MR. PONYTAIL!

	INT.  MEN'S ROOM/AIRPORT - DAY

	The P.A. DRONES as CCLE, head down, lingers at a sink, washing
	and rewashing his hands while another TRAVELER finishes drying
	his hands, gives COLE a quizzical look, then leaves.

	Quickly, COLE glances around, checks the seemingly empty Men's
	Room, then takes the tube of adhesive from his pocket, puts some
	goop under the loose edge of his moustache and presses it firmly
	against his face as he leans close to the mirror.

				RASPY VOICE (o.s.)
		Got yourself a prob, Bob?

	COLE whirls, looks for the source of the VOICE.  Nothing!  Until
	he spots shoes peeking from dropped trousers indicating an
	occupied stall.  It must be him!

				COLE
		Leave me alone!  I made a report.  I
		didn't have to do that.

				RASPY VOICE (o.s.)
		Point of fact -- you don't belong here.
		It's not permitted to let you stay.

	A toilet FLUSHES in the "occupied" stall.  COLE'S answer is loud
	and defiant.

				COLE
		This is the present.  This is not the past.
		This is not the future.  This is right now!

	A PLUMP BUSINESSMAN emerges from the "occupied" stall, gives COLE
	a wary look and a wide berth as he heads for a sink.

				COLE
		I'm staying here! You got that?  You
		can't stop me!

				PLUMP MAN
			(high pitched voice)
		Anything you say, chief.  It's none of
		my business.

	COLE looks dismayed.  This guy couldn't be "THE VOICE"!  And there
	are no feet showing under the other stalls.  Did he imagine it?

	INT.  TICKET COUNTER - DAY

	The Chicago Bulls bag!  It's on the counter in front of the
	TICKET AGENT who's reviewing a stack of tickets in awe...

				TICKET AGENT
		Woooo-eeee.  San Francisco, New
		Orleans, Rio de Janeiro, Rome,
		Kinshasa, Karachi, Bangkok, Peking!
		That's some trip you're taking, sir,
		All in one week!

				MR. PONYTAIL (o.s.)
		Business.

				TICKET AGENT
			(handing over the tickets)
		Have a good one, sir.

	INT.  TERMINAL LOBBY

	COLE emerges from the Men's Room, shaken, paranoid.  He glances
	around nervously.  Then, keeping his head down, he starts walking
	toward the Gift Shop.  Before he gets more than a few steps,
	someone suddenly grabs his shoulder from behind.

				FAMILIAR VOICE (o.s.)
		You gotta be crazy, man!

	COLE whirls, finds himself facing a Puerto Rican youth in an L.A.
	Raiders jacket, a sideways baseball cap, and mirrored sun glasses

				COLE
		Jo...Jose????

				JOSE
		Pulling out the tooth, man, that was
		nuts!  Here, take this.

	JOSE tries to slip COLE a 9mm pistol.  Astonished, COLE resists!

				COLE
		What?  What for?  Are you crazy?

	Frustrated, JOSE conceals the gun but keeps a grip on COLE'S arm.

				JOSE
		Me?  Are you kiddin?  You're the one!
		You were a hero, man.  They gave you a
		pardon!  And whadda you do?  You come
		back and fuck with your teeth!  Wow!

				COLE
		How did you find me?

				JOSE
		The phone call, man.  The phone call.

				COLE
		The call I just made?  Five minutes ago?

				JOSE
		Hey, five minutes ago, thirty years ago!
		Yes, that phone call.  I been in training
		for this a couple a months now -- ever
		since I got back from that... "weird"
		war we were in.  You remember that?
			(pressing the pistol on Cole)
		Here, take it, man!  You could still be
		a hero if you'd cooperate!

	INT.  GIFT SHOP/TERMINAL - DAY

	RAILLY takes a travel book on Key West from a rack, considers it,
	includes it with several magazines she's holding.  She doesn't
	notice MR. PONYTAZL enter the Gift Shop behind her!

	The P.A. System DRONES flight info as RAILLY checks her watch and
	frowns.  It's getting late and where's Cole?  She turns, heads
	for the cash register to make her purchases.

	MR. PONYTAIL, seen from behind, is at the cash register already.
	He sets a newspaper on the counter and searches for change.

	The paper features a banner headline..."ANIMALS SET FREE" and a
	sub head..."PROMINENT SCIENTIST FOUND LOCKED IN GORILLA CAGE"
	over a photo of DR. MASON being released from the cage and
	another photo of a GORILLA perched atop a parked car.

	Stepping in line behind MR. PONYTAIL, RAILLY checks her watch
	again. Then, MR. PONYTAIL, having paid, turns to go and RAILLY
	looks up and sees his face. though it is not visible to us.

	Startled, RAILLY frowns.  Does she know this man?

	MR. PONYTAIL pauses for a moment, considering the babe in the
	shades, gaudy earrings, the tight skirt, and high heels.

	RAILLY doesn't recognize the man, but we do!  He's DR. MASON'S
	ASSISTANT, DR. PETERS...the man who attended RAILLY's lecture!

	Smiling, DR. PETERS steps around RAILLY and exits the Gift Shop.

	Still puzzled, RAILLY puts her purchases on the counter and the
	CLERK starts ringing them up as a DELIVERY MAN comes in and drops
	a bundle of newspapers at her feet.

	RAILLY'S POV:  the front page shows a photo of three frightened
	GIRAFFES in freeway gridlock under a headline proclaiming, "TERRORISTS
	CREATE CHAOS".  Further down are two more photos...DR. MASON in the
	gorilla cage and a file photo of DR. MASON in his lab.

	CLOSE ON THE SHOT OF DR. MASON in his lab.  There's someone else
	in the picture.  It's a man wearing a lab coat and a PONYTAIL!

	ANGLE ON RAILLY, reacting, suddenly remembering!

	MEMORY FLASHBACK!  INT.  RECEPTION ROOM/BREITROSE HALL - NIGHT

	RAILLY looks up from the book she's signing and sees DR. PETERS.

				DR. PETERS
		Isn't it obvious that "Chicken Little"
		represents the sane vision and that
		Homo Sapiens' motto, "Let's go shopping!"
		is the cry of the true lunatic?

	INT.  GIFT SHOP - DAY

	RAILLY, stunned, stares in the direction PETERS/PONYTAIL went.

				RAILLY
		Oh, my God!

				P.A  SYSTEM
		-- flight 764 for San Francisco is now
		ready for boarding at Gate 36.

	INT.  LOBBY - DAY

	In the confusion of TRAVELERS streaming in different directions,
	COLE hurries toward the Gift Shop while JOSE struggles to keep up.

				JOSE
		Coma on, Cole, don't be an asshole.
			(then, blurting it out)
		Look, I got orders, man!  You know what
		I'm sposed to do if you don't go along?
		I'm sposed to shoot the lady!  You got
		that?  They said, "If Cole don't obey
		this time, Garcia, you gotta shoot his
		girlfriend!"

	COLE stops in his tracks, blown away, too stunned to speak.

				JOSE
		I got no choice, man.  These are my
		orders.  Just take it, okay?

	COLE accepts the gun this time, resigned now.  They've got him.

				COLE
		This part isn't about the virus, is it?

				JOSE
		Hey, man...

				COLE
		It's about obeying, about doing what
		you're told.

				JOSE
		They gave you a pardon, man.  Whatdaya
		want?

				COLE
		Who am I supposed to shoot?

	Just then, RAILLY rushes up to COLE, not even noticing JOSE.

				RAILLY
		James!  Thank God!  I thought you'd
		disappeared.  Listen, I think I know
		who it is!  I saw him!  It's Dr. Mason's
		assistant.  An apocalypse nut!  The next
		flight to San Francisco leaves from Gate 38.
		If he's there, it has to be him.

	JOSE, having heard this, steps back into the crowd as RAILLY
	grabs COLE and pulls him toward the Security Check Points.

				COLE
		I love you, Kathryn.  Remember that.

	She doesn't hear him or see the look of doom in his eyes.

				RAILLY
		Maybe we can stop him.  Maybe we can
		actually do something.

	INT.  SECURITY CHECK POINT/TERMINAL - DAY

	A young boy of nine passes through the magnetic arch grinning.
	YOUNG COLE!  Exactly as he appears in the dream!

	He joins his PARENTS, who are only visible from their chests
	down, and they continue along the concourse.  WE LINGER and
	DISCOVER two DETECTIVES watching TRAVELERS as they pass through
	the magnetic arch and retrieve their bags from the X-ray machine,
	comparing their faces to photos of COLE and RAILLY.

	ANGLE ON A SECURITY OFFICER, watching the x-ray monitor.

	ANGLE ON THE MONITOR, showing the X-RAY IMAGE of a sports bag moving
	along the conveyer belt.  The bag contains some strange objects.

	ANGLE ON THE SECURITY OFFICER, reacting.

				SECURITY OFFICER
		Excuse me, sir.  Would you mind letting me
		have a look at the contents of your bag?

	ANGLE ON DR. PETERS, coming through the magnetic arch, reacting.

				DR. PETERS
		Me?  Oh, yes, of course.  My samples.
		I have the appropriate papers.

	INT.  END OF LINE/SECURITY CHECK POINT

	RAILLY AND COLE arrive at the very long suddenly stalled line of
	TRAVELERS waiting to pass through security.

				RAILLY
		Oh, God, we don't have time for this.

	ANGLE ON THE SECURITY CHECK POINT, where DR. PETERS unpacks his
	Bulls bag, pulls out six metal cylinders along with a change of
	clothes and a Walkman.

				DR. PETERS
		Biological samples.  I have the
		paperwork right here.

	DR. PETERS produces a sheaf of official papers while the SECURITY
	OFFICER examines one of the tubes, turning it over in his hands.

				SECURITY OFFICER
		I'm going to have to ask you to open
		this, sir.

				DR. PETERS
		Open it?
			(blinks stupidly, then)
		Of course.

	DR. PETERS takes the metal cylinder and starts opening it.

	There's a SOUND of VOICES RAISED behind them.  DR. PETERS pays no
	attention, but the SECURITY OFFICER turns toward the NOISE.

	SECURITY OFFICER'S POV:  RAILLY, trying to explain something to a
	SECOND SECURITY OFFICER.

	ANGLE ON THE TWO DETECTIVES, nearby, showing interest in the
	commotion.

	ANGLE ON DR. PETERS, oblivious to the fuss, pulling a closed
	glass tube out of the metal cylinder.

				DR. PETERS
		Here!  You see?  Biological!  Check the
		papers -- it's all proper.  I have a
		permit.

				SECURITY OFFICER
		It's empty!

	Indeed, it looks like a sealed clear glass tube with nothing in it.

				DR. PETERS
		Well, yes, to be sure, it looks empty!
		But I assure you, it's not.

	ANGLE ON RAILLY, at the end of the line, arguing with the SECOND
	SECURITY OFFICER.

				RAILLY
		Please listen to me -- this is very urgent!

				SECOND SECURITY OFFICER
		You'll have to get in line, ma'am.

				TRAVELER
		We're all in a hurry, lady.  What's so
		special about you?

	ANGLE ON DR. PETERS, producing the glass tubes from the other
	metal cylinders as the SECURITY OFFICER examines the papers.

				DR. PETERS
		You see!  Also invisible to the naked eye.

	A beat.  OR. PETERS grins suddenly, opens one of the glass tubes,
	and waves it under the SECURITY OFFICER'S nose!

				DR. PETERS
		It doesn't even have an odor.

	The SECURITY OFFICER glances up, sees what DR. PETERS is doing,
	and smiles as he hands the papers back to the scientist.

				SECURITY OFFICER
		That's not necessary, sir.  Here you
		go.  Thanks for your cooperation.  Have
		a good flight.

	Hastily, DR. PETERS snatches up all the tubes and cylinders and
	shoves them back into his gym bag.

	ANGLE ON RAILLY, raging as the SECOND SECURITY OFFICER jabs her
	with his finger.

				SECOND SECURITY OFFICER
		Who are you calling a "moron"?

				COLE
		Get your hands off her!

	The SECOND SECURITY OFFICER stiffens for trouble.

	ANGLE ON THE DETECTIVES, watching the fuss, ready to get
	involved.  Suddenly, the FIRST DETECTIVE frowns.

	FIRST DETECTIVE9S POV:  COLE'S moustache is slipping.  COLE
	senses it, reaches up to touch it, catches the DETECTIVE'S look.
	For half a second their eyes meet, then COLE looks away.

	ANGLE ON DR. PETERS, hurrying away.

				SECURITY OFFICER'S VOICE (o.s.}
		HOLD IT!  JUST A MOMENT.

	DR. PETERS freezes, turns, ashen.

	The SECURITY OFFICER is retrieving a pair of jockey shorts from
	the floor beside the search table.  He waves them at DR. PETERS.

	DR. PETERS hurries back for his underpants.

	ANGLE ON COLE, trying to keep his head turned away as he
	confronts the SECURITY OFFICER.

				COLE
		I said, get your hands off her.  She's
		not a criminal.  She's a doctor...a
		psychiatrist.

	RAILLY looks alarmed at that.

	ANGLE ON THE DETECTIVES, coming this way.  The FIRST DETECTIVE
	has the photos in his hand.

	ANGLE OW DR. PETERS, bagging his jockey shorts, then starting
	hastily down the windowed concourse toward the gates.

	ANGLE ON RAZZLY, suddenly spotting DR. PETERS!

				RAILLY
		THERE HE IS!  HE'S CARRYING A DEADLY
		VIRUS!  STOP HIM!

	ANGLE ON COLE, following RAILLY'S look, seeing MR. PONYTAIL, THE
	MAN FROM HIS DREAM!

	ANGLE ON DR. PETERS, frightened, glancing back, walking faster.

				RAILLY (o.s.)
		PLEASE, SOMEBODY -- STOP HIM!

	ANGLE ON DETECTIVES, reaching RAILLY and COLE.

				FIRST DETECTIVE
			(raising his badge)
		Police Officers.  Would you step over
		here, please.

	ANGLE ON COLE, spotting something behind the DETECTIVES!

	COLE'S POV:  SCARFACE, dressed like a "businessman"!  He gives
	COLE a cold look.

	A beat.  COLE lunges at the SECOND DETECTIVE, knocking him off
	balance, then sprints toward the magnetic arch and through it.

	The ALARM goes off!!!!

	The FIRST SECURITY OFFICER tries to stop COLE, but COLE knocks
	him aside like a rag doll.

	ANGLE ON DR. PETERS, fifty yards up the concourse, glancing back.

	ANGLE ON COLE, pulling his pistol.

	ANGLE ON THE SECOND SECURITY OFFICER.

				FIRST SECURITY OFFICER
		HE'S GOT A GUN!

	ANGLE ON THE FIRST DETECTIVE, raising his pistol at COLE.

				FIRST DETECTIVE
			STOP OR I'LL SHOOT!
	
	ANGLE ON COLE, gun in hand, sprinting along the concourse toward
	DR. PETERS as frightened TRAVELERS SCREAM and dive for cover.

	ANGLE ON YOUNG COLE, standing at a concourse window, watching a
	plane land, flanked by his parents whose faces we don't see.

	IT'S SUDDENLY AS IF THE DREAM IS HAPPENING IN REAL LIFE!!!  THE
	SAME MOKENTS INTERSPERSED WITH "NEW" MOMENTS FROM THE POV OF
	YOUNG COLE who, hearing the commotion, turns just as DR. PETERS
	hurries by.  DR. PETERS bumps into YOUNG COLE and reacts by
	pulling his Bulls bag close to his body and calling...

				DR. PETERS
		WATCH IT!

	ANGLE ON YOUNG COLE, wide eyed, watching...

	YOUNG COLE'S POV:  a BLONDE MAN. dashing up the concourse, his
	moustache slipping over his lip, a pistol in his hand.

	YOUNG COLE'S POV:  the FIRST DETECTIVE aims, looking for a clear
	shot in the crowded passageway.

	YOUNG COLE'S POV:  a BRUNETTE in flashy clothes, gaudy earrings,
	high heels, and sun glasses SCREAMS...

				BRUNETTE (RAILLY)
		N0OOOOO0O!!!!!!

	YOUNG COLE'S POV:  the FIRST DETECTIVE, firing!  CRACK!

	YOUNG COLE'S POV:  the BLONDE MAN, shuddering, staggering, falling.

	ANGLE ON YOUNG COLE, stunned, as his PARENTS try to shield him.

				MOTHER'S VOICE (o.s.)
		My God!  They shot that man!

	Mesmerized, YOUNG COLE watches the BRUNETTE rush to the BLONDE
	MAN, kneel beside him, minister to his bloody wound.

	YOUNG COLE'S POV:  the BLONDE MAN, fatalistically reaching up
	and tenderly touching the BRUNETTE'S cheek, touching her tears.
	(WE'VE SEEN THIS EXACT IMAGE IN COLE'S DREAM, A POWERFUL MOMENT,
	UNFOLDING UNNATURALLY SLOWLY, OPENING LIKE A FLOWER.)

	ANGLE ON YOUNG COLE, not able to hear their words, but he can see
	emotion as the BLONDE MAN tries to tell the sobbing BRUNETTE something.

	YOUNG COLE'S POV:  PARAMEDICS, breaking the spell, pushing the
	BRUNETTE aside as they crouch beside the BLONDE MAN.

				FATHER'S VOICE (o.s.)
		Come along, son, this is no place for us.

	ANGLE ON YOUNG COLE, as his FATHER'S ARM drapes over his shoulder,
	steering him.  YOUNG COLE turns to look back as he's led away.

	YOUNG COLE'S POV:  the PARAMEDICS, exchanging glances, shrugging
	helplessly.  It's too late.  The BLONDE MAN is dead.

	YOUNG COLE sees the BRUNETTE, her face streaked with tears,
	suddenly turn and look around, scanning the crowd, searching for
	something.  POLICE OFFICERS approach her, say something to her.
	Even as she responds, her eyes continue to scan the concourse.

	ANGLE ON YOUNG COLE, being hurried toward the lobby by his PARENTS
	(whose faces remain out of view).  He can't help sneaking another
	look back.

	YOUNG COLE'S POV:  POLICE, handcuffing a distracted, unresisting
	RAILLY.  Even now, she continues to look around almost frantically.

	Suddenly, her gaze falls on YOUNG COLE and she reacts...she's
	found what she's looking for!

	ANGLE ON YOUNG COLE, reacting to the intensity of her look.

	ANGLE ON RAILLY, her eyes speaking to the boy across the crowded
	concourse.

	ANGLE ON YOUNG COLE, overwhelmed by the look.

				FATHER'S VOICE (o.s.)
		Hurry up, son.

	With a last lingering look toward the mysterious BRUNETTE, YOUNG
	COLE turns away, tears welling in his eyes.  WE MOVE IN...CLOSE...
	CLOSE...CLOSER...on his eyes.  WE WANT TO KNOW WHAT THE TEAR MEANS,
	BUT THERE IS NO WAY TO TELL.  WE DON'T KNOW WHAT HE IS THINKING,
	BUT WE KNOW VERY WELL WHAT HE WILL REMEMBER!

				MOTHER'S VOICE (o.s.)
		Pretend it was just a bad dream, Jimmy.

	INT.  747 CABIN - DAY

	DR. PETERS closes the door to the overhead luggage rack
	containing his Chicago Bulls bag and takes his seat.  Next to
	him, a FELLOW TRAVELER, unseen, says...

				FELLOW TRAVELER'S VOICE (o.s.)
		It's obscene, all the violence, all the
		lunacy.  Shootings even at airports now.
		You might say...we're the next endangered
		species...human beings!

	CLOSE ON DR. PETERS, smiling affably, turning to his neighbor.

				DR. PETERS
		I think you're right. sir.  I think
		you've hit the nail on the head.

	DR. PETERS' POV:  the FELLOW TRAVELER, a silver haired gentleman
	in a business suit, offering his hand congenially.  DR. PETERS
	doesn't know who this man is, but we do.  It's the ASTROPHYSICIST!

				ASTROPHYSICIST
		Jones is my name.  I'm in insurance.

	EXT.   PARKING LOT/AIRPORT

	As YOUNG COLE'S PARENTS (seen only as sleeves and torsos) usher
	YOUNG COLE into their station wagon, the boy hesitates, looks
	back, watches a 747 climb into the sky.

							FADE OUT:


Note from poster to Kubrick newsgroup:

I found this on a bbs a while ago and I thought I'd pass it along to all 
of you Kubrick freaks out there.

02/23/89
Transcriber's note:

For all you Clarke/Kubrick/2001 fans,

I found the original paper copy of this screenplay a while back and felt 
compelled to transcribe it to disk and upload it to various bulletin 
boards for the enjoyment of all.

The final movie deviates from this screenplay in a number of interesting 
ways. I've tried to maintain the format of the original document except 
the number of lines per page of the original. In order to reduce the 
length of this file I've used a bar of "------" to delimit the pages as 
there was a lot of whitespace per original screenplay page.


------------------------------------------------------------------------
				    
				    2001: A SPACE ODYSSEY

					    Screenplay

						   by
 
			   Stanley Kubrick and Arthur C. Clark

					    Hawk Films Ltd.,
					    c/o. M-G-M Studios,
					    Boreham Wood,
					    Herts.
------------------------------------------------------------------------

TITLE					    PART I
					    AFRICA
					    3,000,000 YEARS AGO
------------------------------------------------------------------------
A1
VIEWS OF AFRICAN DRYLANDS - DROUGHT

The remorseless drought had lasted now for ten million years,
and would not end for another million. The reign of the ter-
rible lizards had long since passed, but here on the continent
which would one day be known as Africa, the battle for survival
had reached a new climax of ferocity, and the victor was not
yet in sight. In this dry and barren land, only the small or
the swift or the fierce could flourish, or even hope to exist.

10/13/65										 a1
------------------------------------------------------------------------
A2
INT & EXT CAVES - MOONWATCHER

The man-apes of the field had none of these attributes, and
they were on the long, pathetic road to racial extinction.
About twenty of them occupied a group of caves overlooking
a small, parched valley, divided by a sluggish, brown stream.

The tribe had always been hungry, and now it was starving.
As the first dim glow of dawn creeps into the cave, Moonwatcher
discovers that his father has died during the night. He did not know
the Old One was his father, for such a relationship was beyond
his understanding. but as he stands looking down at the emac-
iated body he feels something, something akin to sadness. Then
he carries his dead father out of the cave, and leaves him for the
hyenas.

Among his kind, Moonwatcher is almost a giant. He is nearly
five feet high, and though badly undernourished, weighs over
a hundred pounds. His hairy, muscular body is quite man-like,
and his head is already nearer man than ape. The forehead is
low, and there are great ridges over the eye-sockets, yet he
unmistakably holds in his genes the promise of humanity. As
he looks out now upon the hostile world, there is already

10/13/65										 a2
------------------------------------------------------------------------
A2
CONTINUED

something in his gaze beyond the grasp of any ape. In those
dark, deep-set eyes is a dawning awareness-the first intima-
tions of an intelligence which would not fulfill itself for another
two million years.

10/13/65										 a3
------------------------------------------------------------------------
A3
EXT  THE STREAM - THE OTHERS

As the dawn sky brightens, Moonwatcher and his tribe reach
the shallow stream.

The Others are already there. They were there on the other
side every day - that did not make it any less annoying.

There are eighteen of them, and it is impossible to distinguish
them from the members of Moonwatcher's own tribe. As
they see him coming, the Others begin to angrily dance and
shriek on their side of the stream, and his own people reply
In kind.

The confrontation lasts a few minutes - then the display dies
out as quickly as it has begun, and everyone drinks his fill of
the muddy water. Honor has been satisfied - each group has
staked its claim to its own territory.

10/13/65										 a4
------------------------------------------------------------------------
A4
EXT  AFRICAN PLAIN - HERBIVORES

Moonwatcher and his companions search for berries, fruit
and leaves, and fight off pangs of hunger, while all around
them, competing with them for the samr fodder, is a potential
source of more food than they could ever hope to eat. Yet
all the thousands of tons of meat roaming over the parched
savanna and through the brush is not only beyond their reach;
the idea of eating it is beyond their imagination. They are
slowly starving to death in the midst of plenty.

10/13/65										 a5
------------------------------------------------------------------------
A5
EXT  PARCHED COUNTRYSIDE - THE LION

The tribe slowly wanders across the bare, flat country-
side foraging for roots and occasional berries.

Eight of them are irregularly strung out on the open plain,
about fifty feet apart.

The ground is flat for miles around.

Suddenly, Moonwatcher becomes aware of a lion, stalking
them about 300 yards away.

Defenceless and with nowhere to hide, they scatter in all
directions, but the lion brings one to the ground.

10/13/65										 a6
------------------------------------------------------------------------
A6
EXT  DEAD TREE - FINDS HONEY

It had not been a good day, though as Moonwatcher had no
real remembrance of the past he could not compare one day
with another. But on the way back to the caves he finds a
hive of bees in the stump of a dead tree, and so enjoys the
finest delicacy his people could ever know. Of course, he
also collects a good many stings, but he scacely notices
them. He is now as near to contentment as he is ever
likely to be; for thought he is still hungry, he is not actually
weak with hunger. That was the most that any hominid could
hope for.

10/13/65										 a7
------------------------------------------------------------------------
A7
INT & EXT  CAVES - NIGHT TERRORS

Over the valley, a full moon rises, and a cold wind blows down
from the distant mountains. It would be very cold tonight -
but cold, like hunger, was not a matter for any real concern;
it was merely part of the background of life.

This Little Sun, that only shone at night and gave no warmth,
was dangerous; there would be enemies abroad. Moonwatcher
crawls out of the cave, clambers on to a large boulder besides
the entrance, and squats there where he can survey the valley.
If any hunting beast approached, he would have time to get back
to the relative safety of the cave.

Of all the creatures who had ever lived on Earth, Moonwatcher's
race was the first to raise their eyes with interest to the Moon,
and though he could not remember it, when he was young,
Moonwatcher would reach out and try to touch its ghostly face.
Now he new he would have to find a tree that was high
enough.

He stirs when shrieks and screams echo up the slope from
one of the lower caves, and he does not need to hear the

10/13/65										 a8
------------------------------------------------------------------------
A7
CONTINUED

occasional growl of the lion to know what is happening. Down
there in the darkness, old One-Eye and his family are dying,
and the thought that he might help in some way never crosses
Moonwatcher's mind. The harsh logic of survival rules out
such fancies. Every cave is silent, lest it attract disaster.

And in the caves, in tortured spells of fitful dozing and
fearful waiting, were gathered the nightmares of generations
yet to come.

10/13/65										 a9
------------------------------------------------------------------------
A8
EXT  THE STREAM - INVASION

The Others are growing desperate; the forage on their side of
the valley is almost exhausted. Perhaps they realise that
Moonwatcher's tribe has lost three of its numbers during the
night, for they choose this mourning to break the truce. When
they meet at the river in the still, misty dawn, there is a
deeper and more menacing note in their challenge. The noisy
but usually harmless confrontation lasts only a few seconds
before the invasion begins.

In an uncertainly-moving horde, the Others cross the river,
shieking threats and hunched for the attack. They are led
by a big-toothed hominid of Moonwatcher's own size and age.

Startled and frightened, the tribe retreats before the first
advance, throwing nothing more substantial than imprecations
at the invaders. Moonwatcher moves with them, his mind a
mist of rage and confusion. To be driven from their own
territory is a great badness, but to lose the river is death.
He does not know what to do; it is a situation beyond his
experience.

Then he becomes dimly aware that the Others are slowing

10/13/65										 a10
------------------------------------------------------------------------
A8
CONTINUED

down, and advancing with obvious reluctance. The further they
move from their own side, the more uncertain and unhappy
they become. Only Big-Tooth still retains any of his original
drive, and he is rapidly being seperated from his followers.

As he sees this, Moonwatcher's own morale immediately
revives. He slows down his retreat, and begins to make
reassuring noises to his companions. Novel sensations fill
his dim mind - the first faint precursors of bravery and
leadership.

Before he realizes it, he is face to face with Big-Tooth, and
the two tribes come to a halt many paces away.

The disorganized and unscientific conflict could have ended
quickly if either had used his fist as a club, but this
innovation still lay hundreds of thousands of years in the
future. Instead, the slowly weakening fighters claw and
scratch and try to bite each other.

Rolling over and over, they come to a patch of stony ground,
and when they reach it Moonwatcher is on top. By chance,

10/13/65										 a11
------------------------------------------------------------------------
A8
CONTINUED

he chooses this moment to grab the hair on Big-Tooth's scalp,
and bang his head on the ground. The resulting CRACK is
so satisfactory, and produces such an immediate weakening
In Big - Tooth's resistance, that he quickly repeats it.

Even when Big-Tooth ceases to move for some time, Moon-
watcher keeps up the exhilirating game.

With shrieks of panic, the Others retreat back, across the
stream. The defenders cautiously pursue them as far as
The water's edge.

10/13/65										 a12
------------------------------------------------------------------------
EXT  CAVE - NEW SOUND

Dozing fitfully and weakened by his stuggle, Moonwatcher is
startled by a sound.

He sits up in the fetid darkness of the cave, straining his
senses out into the night, and fear creeps slowly into his soul.
Never in his life - already twice as long as most members of
his species could expect - has he heard a sound like this. The
great cats approached in silence, and the only thing that
betrayed them was a rare slide of earth, or the occasional
cracking of a twig. Yet this is a continuing crunching noise
that grows steadily louder. It seemed that some enormous
beast was moving through the night, making no attempt at
concealment, and ignoring all obstacles.

And then there came a sound which Moonwatcher could not
possibly have identified, for it had never been heard before
in the history of this planet.

10/13/65										 a13
------------------------------------------------------------------------
A10
EXT CAVE - NEW ROCK

Moonwatcher comes face to face with the New Rock when he
leads the tribe down to the river in the first light of morning.
He had almost forgotten the terror of the night, because nothing
had happened after that initial noise, so he does not even
associate this strange thing with danger or with fear. There
is nothing in the least alarming about it.

It is a cube about fifteen feet on a side, and it is made of
some completely transparent material; indeed, it is not easy
to see except when the light of the sun glints on its edges.
There are no natural objects to which Moonwatcher can
compare this apparition. Though he is wisely cautious
of most new things, he does not hesitate to walk up to it.
As nothing happens, he puts out his hand, and feels a warm,
hard surface.

After several minutes of intense thought, he arrives at a
brilliant explanation. It is a rock, of course, and it
must have grown during the night. There are many plants
that do this - white, pulpy things shaped like pebbles, that
seem to shoot up in the hours of darkness. It is true that
they are small and round, whereas this is large and square;

10/13/65										 a14
------------------------------------------------------------------------
A10
CONTINUED

but greater and later philosophers than Moonwatcher would be
prepared to overlook equally striking exceptions to their laws.

This really superb piece of abstract thinking leads Moonwatcher
to a deduction which he immediately puts to the test. The white,
round pebble-plants are very tasty (though there were a few
that made one violently sick); perhaps this square one...?

A few licks and attempted nibbles quickly disillusion him.
There is no nourishment here; so like a sensible hominid, he
continues on his way to the river and forgets all about the Cube.

10/13/65										 a15
------------------------------------------------------------------------
A11
EXT CUBE - FIRST LESSON

They are still a hundred yards from the New Rock when the
sound begins.

It is quite soft, and it stops them in their tracks, so that they
stand paralyzed on the trail with their jaws hanging. A simple,
maddeningly repetitious rhythm pulses out of the crystal cube
and hypnotises all who come within its spell. For the first
time - and the last, for two million year - the sound of
drumming is heard in Africa.

The throbbing grows louder, more insistent. Presently the
hominids begin to move forward like sleep-walkers, towards
the source of that magnetic sound. Sometimes they take little
dancing steps, as their blood responds to the rhythms that
their descendants will not create for ages yet.

Totally entranced, they gather around the Cube, forgetting
the hardships of the day, the perils of the approaching dusk,
and the hunger in their bellies.

Now, spinning wheels of light begin to merge, and the spokes
fuse into luminous bars that slowly recede into the distance,

10/13/65										 a16
------------------------------------------------------------------------
A11
CONTINUED

rotating on their axes as they do; and the hominids watch, wide-
eyed, mesmerized captives of the Crystal Cube.

Then by some magic - though it was no more magical than all
that had gone on before - a perfectly normal scene appears. It
is as if a cubical block had been carved out of the day and
shifted into the night. Inside that block is a group of four
hominids, who might have been members of Moonwatcher's
own tribe, eating chunks of meat. The carcass of a wart-hog
lies near them.

This little family of male and female and two children is gorged
and replete, with sleek and glossy pelts - and this was a
condition of life that Moonwatcher had never imagined. From
time to time they stir lazily, as they loll at ease near the
entrance of their cave, apparently at peace with the world.
The spectacle of domestic bliss merges into a totally
different scene.

The family is no longer reposing peacefully outside its cave;
it is foraging, searching for food like any normal hominids.

10/13/65										 a17
------------------------------------------------------------------------
A11
CONTINUED

A small wart-hog ambles past the group of browsing humanoids
without giving them more than a glance, for they had never been
the slightest danger to its species.

But that happy state of affairs is about to end. The big male
suddenly bends down, picks up a heavy stone lying at his feet -
and hurls it upon the unfortunate pig. The stone descends upon
its skull, making exactly the same noise that Moonwatcher had
produced in his now almost forgotten encounter with Big-Tooth.
And the result, too, is much the same - the warthog gives one
amazed, indignant squeal, and collapses in a motionless heap.

Then the whole sequence begins again, but this time it unfolds
itself with incredible slowness. Every detail of the movement
can be followed; the stone arches leisurely through the air, the
pig crumples up and sinks to the ground. There the scene
freezes for long moments, the slayer standing motionless
above the slain, the first of all weapons in his hand.

The scene suddenly fades out. The cube is no more than a
glimmering outline in the darkness; the hominids stir, as if

10/13/65										 a18
------------------------------------------------------------------------
A11
CONTINUED

awakening from a dream, realise where they are, and scuttle
back to their caves.

They have no concious memory of what they had seen; but that
night, as he sits brooding at the entrance of his lair, his ears
attuned to the noises of the world around him, Moonwatcher
feels the first faint twinges of a new and potent emotion - the urge
to kill. He had taken his first step towards humanity.

10/13/65										 a19
------------------------------------------------------------------------
A12
EXT cave AND PLAINS - Utopia

Babies were born and sometimes lived; feeble, toothless thirty-
year-olds died; the lion took its toll in the night; the Others
threatened daily across the river - and the trib prospered.
In the course of a single year, Moonwatcher and his companions
had changed almost beyond recognition.

They had become as plump as the family in the Cave, who no
longer haunted their dreams. They had learned their lessons
well; now they could handle all the stone tools and weapons that
the Cube had revealed to them.

They were no longer half-numbed with starvation, and they
had time both for leisure and for the first rudiments of thought.
Their new way of life was casually accepted, and they did
not associate it in any way with the crystal cube still standing
outside their cave.

But no Utopia is perfect, and this one had two blemishes. The
first was the marauding lion, whose passion for hominids
seemed to have grown even stronger now that they were better
nourished. The second was the tribe across the river; for

10/13/65										 a20
------------------------------------------------------------------------
A12
CONTINUED

somehow the Others had survived, and had stubbornly refused to
die of starvation.

10/13/65										 a21
------------------------------------------------------------------------
A13
EXT CAVES - KILLING THE LION

With the partly devoured carcass of a warthog laid out on the
ground at the point he hope the boulder would impact, Moon-
watcher and three of his bravest companions wait for two
consecutive nights. On the third the lion comes,
betraying his presences by a small pebble slide.

When they can here the lion below, softly tearing at the meat,
they strain themselves against the massive boulder. The sound
of the lion stops; he is listening. Again they silently heave
against the enormous stone, exerting the final limits of their
strength. The rock begin to tip to a new balance point.

The lion twitches alert to this sound, but having no fear of these
creatures, he makes the first of two mistakes which will cost
him his life; he goes back to his meal.

The rock moves slowly over the ledge, picking up speed with
amazing suddeness. It strikes a projection in the cliff about
fifteen feet above the ground, which deflects its path outward.

Just at this instant, the lion reacts instinctively and leaps
away from the face of the cliff directly into the path of the

10/13/65										 a22
------------------------------------------------------------------------
A13
CONTINUED

onrushing boulder. He has combined the errors of over-
confidence and bad luck.

The next morning they find the lion in front of the cave. They
also find one of their tribe who had incautiously peeped out to
see what was happening, and was apparently killed by a small
rock torn loose by the boulder; but this was a small price to
pay for such a great victory.

					  * * * * * * * *

And then one night the crystal cube was gone, and not even
Moonwatcher ever thought of it again. He was still wholly
unaware of all that it had done.

10/13/65										 a23
------------------------------------------------------------------------
A14
EXT STREAM - MASTER OF THE WORLD

From their side of the stream, in the never violated safety of
their own territory, the Others see Moonwatcher and fourteen
males of his tribe appear from behind a small hillock over-
looking the stream, silhouetted against the dawn sky.

The Others begin to scream their daily challenge. But today
something is different, though the Others do not immediatly
recognize this fact.

Instead of joining the verbal onslaught, as they had always done,
Moonwatcher and his small band decended from the rise, and
begin to move forward to the stream with a quiet purposefulness
never befor seen.

As the Others watch the figures silently approaching in the
morning mist, they become aware of the terrible strangness
of this encounter, and their rage gradually subsides down to
an uneasy silence.

At the water's edge, Moonwatcher and his band stop. They
carry their bone clubs and bone knives.

10/13/65										 a24
------------------------------------------------------------------------
A14
CONTINUED

Led by One-ear, the Others half-heartly resume the battle-
chant. But they are suddenly confrunted with a vision that cuts
the sound from their throats, and strikes terror into their
hearts.

Moonwatcher, who had been partly concealed by two males who
walked before him, thrusts his arm high into the air. In his
hand he holds a stoud tree branch. Mounted atop the branch is
the bloody head of the lion, its mouth jammed open with a stick,
displaying its frightful fangs.

The Others gape in fearful disbelief at this display of power.

Moonwatchers stands motionless, thrusting the lion's head high.
Then with majestic deliberation, still carrying his mangled
standard above his head, he begins to cross the stream, followed
by his band.

The Others fade back from the stream, seeming to lack even
the ability to flee.

Moonwatcher steps ashore and walks to One-Ear, who stands

10/13/65										 a25
------------------------------------------------------------------------
A14
CONTINUED

unsurely in front of his band.

Though he is a veteran of numerous combats at the water's edge,
One-Ear has never been attacked by an enemy who had not first
displayed his fighting rage; and he had never before been attacked
with a weapon. One-Ear, merely looks up at the raised club
until the heavey thigh bone of an antelope brings the darkness
down around him.

The Others stare in wonder at Moonwatcher's power.

Moonwatcher surveys the scene. Now he was master of the
world, and he was not sure what to do next. But he would
think of something.

10/13/65										 a26
------------------------------------------------------------------------
					    A SECTION TIMING

			    A1    00.30
			    A2    00.45
			    A3    01.30
			    A4    00.30
			    A5    01.00
			    A6    01.00
			    A7    01.00
			    A8    03.00
			    A9    00.45
			    A10   02.00
			    A11   04.00
			    A12   02.00
			    A13   02.30
			    A14   02.30

					    A SECTION TOTAL: @23 MIN. 00 SECS
------------------------------------------------------------------------ 
			    TITLE					PART II

							    YEAR 2001

											    a26a
------------------------------------------------------------------------ 
B1
EARTH FROM 200 MILES UP					 NARRATOR		
						    By the year 2001, overpopulation has
B1a						 replaced the problem of starvation
THOUSAND MEGATON			   but this was ominously offset by the
NUCLEAR BOMB IN ORBIT		   absolute and utter perfection of the
ABOVE THE EARTH,			   weapon.
RUSSIAN INSIGNIA AND
CCCP MARKINGS

B1b							 NARRATOR
AMERICAN THOUSAND			  Hundreds of giant bombs had been
MEGATON BOMB IN ORBIT		   placed in perpetual orbit above the
ABOVE THE EARTH.			   Earth. They were capable of
						    incinerating the entire Earth's
						    surface from an altitude of 100
						    miles.

B1c
FRENCH BOMB						   NARRATOR
					    Matters were further complicated
					    by the presence of twenty-seven
					    nations in the nuclear club. There
					    had been no deliberate or acciden-
B1d						 tal use of nuclear weapons since
GERMAN BOMB				   World War II and some people felt
					    sercure in this knowledge. But to
					    others, the situation seemed
						    comparible to an airline with a
B1f						 perfect safety record; in showed
CHINESE BOMB				  admirable care and skill but no
						    one expected it to last forever.

10/4/65											  b1
------------------------------------------------------------------------ 
B2
ORION-III SPACECRAFT
IN FIGHT AWAY FROM
EARTH, 200 MILES
ALTITUDE.

10/4/65											  b2
------------------------------------------------------------------------ 
B3
ORION-III PASSENGER AREA.
DR. HEYWOOD FLOYD IS THE
ONLY PASSENGER IN THE
ELEGANT CABIN DESIGNED
FOR 30 PEOPLE. HE IS
ASLEEP.

HIS PEN FLOATS NEAR HIS
HAND.

10/4/65											  b3   
------------------------------------------------------------------------ 
B4
ORION-III COCKPIT.
PILOT, CO-PILOT.
FLOYD CAN BE SEEN
ASLEEP ON A SMALL
TV MONITOR.
STEWARDESS IS PUTTING
ON LIPSTICK. SHE SEES
PEN.

10/4/65											  b4   
------------------------------------------------------------------------ 
B5
STEWARDESS GOES BACK
TO PASSENGER AREA,
RESCUES PEN AND CLIPS
IT BACK IN FLOYD'S
POCKET.

10/4/65											  b5   
------------------------------------------------------------------------ 
B6
SPACE STATION-5. THE
RAW SUNLIGHT OF SPACE
DAZZLES FROM THE
POLISHED METAL SURFACES
OF THE SLOWLY REVOLVING,
THOUSAND-FOOT DIAMETER
SPACE STATION. DRIFTING
IN THE SAME ORBIT, WE SEE
SWEPT-BACK TITOV-V
SPACECRAFT. ALSO THE
ALMOST SPHERICAL ARIES-IB

10/4/65											  b6   
------------------------------------------------------------------------
B7
ORION-III PASSENGER AREA
FLOYD AWAKE BUT GROGGY,
LOOKS OUT OF WINDOW.

10/4/65											  b7   
------------------------------------------------------------------------
B8
ORION-III COCKPIT.
THE CO-PILOT IN RADIO
COMMUNICATION WITH THE
SPACE STATION.

10/4/65											  b8   
------------------------------------------------------------------------
B9
THE ORION-III SPACECRAFT
IN DOCKING APPROACH. THE
EARTH IS SEEN IN BREATH-
TAKING VIEW IN B.G.

10/4/65											  b9
------------------------------------------------------------------------
B10
INSIDE DOCKING CONTROL.
WE SEE ORION-III MANO-
UVERING. IN BACKGROUND.

10/4/65											  b10
------------------------------------------------------------------------
B11
FROM DOCKING PORT WE
SEE THE ORION-III INCHING
IN TO COMPLETE ITS
DOCKING. WE SEE VARIOUS
WINDOWED BOOTHS INSIDE
DOCKING PORT. WE SEE
THE PILOT AND CO-PILOT
INSIDE THE ORION-III
COCKPIT.

10/4/65											  b11
------------------------------------------------------------------------
B12
SPACE STATION
RECEPTION AREA

RECEPTIONIST AT DESK.
MILLER ENTERS, HUR-
RYING. HE GOES TO
THE ELEVATOR AND
PRESSES BUTTON. HE
WAITS IMPATIENTLY.

WE SEE ELEVATOR
INDICATOR WORKING

ELEVATOR DOOR OPENS
AND FLOYD IS SEEN
UNSTRAPPING HIMSELF.
THE ELEVATOR GIRL IS
SEATED BY THE DOOR
						    MILLER
						    Oh, good morning, Dr. Floyd.
						    I'm Nick Miller.

						    FLOYD
						    How do you do, Mr. Miller?

						    MILLER
						    I'm terribly sorry. I was just
						    on my way down to meet you. I
						    saw your ship dock and I knew I
						    had plenty of time, and I was on
						    my way out of the office when,
						    suddenly, the phone rang.

12/7/65											  b12   
------------------------------------------------------------------------
B12
CONTINUED

					    FLOYD
					    Oh, please don't worry about it.

					    MILLER
					    Well, thank you very much for
					    being so understanding.

					    FLOYD
					    Please, it really doesn't matter.

					    MILLER
					    Well.. Did you have a pleaant
					    flight?

					    FLOYD
					    Yes, very pleasant.

					    MILLER
					    Well, shall we go through
					    Documentation?

					    FLOYD
					    Fine.

					    RECEPTIONIST
					    Will you use number eight,
					    please?

					    MILLER
					    Thank you, Miss Turner.

12/7/65										  b13
------------------------------------------------------------------------
B12
CONTINUED

THEY ENTER PASSPORT
AREA

RECEPTIONIST PRESSES
"ENGLISH" BAR ON HER
CONSOLE AND SMILES
AS FLOYD GOES THROUGH.

12/7/65										  b13a
------------------------------------------------------------------------
IN AUTOMATED PASSPORT
SECTION. THEY STOP IN
FRONT OF A BOOTH
FEATURING A TV SCREEN
					    
					    PASSPORT GIRL (TV)
					    Good morning and welcome to voice
					    Print Identification. When you see
					    the red light go on would you please
					    state in the following order; your
					    desitination, your nationality and
					    your full name. Surname first,
					    christian name and initial. For
					    example: Moon, American,
					    Smith, John, D. Thank you.

THERE IS A PAUSE
AND A RED BAR LIGHTS UP

					    FLOYD
					    Moon, American, Floyd, Heywood,
					    R.

THE RED LIGHT GOES OFF.
THERE IS A DELAY OF
ABOUT TWO SECONDS AND
THE WOMAN'S FACE
REAPPEARS

					    FLOYD
					    I've always wondered....

12/7/65										  b14   
------------------------------------------------------------------------
B13
CONTINUED
					    PASSPORT GIRL (TV)
					    (Interrupting)  Thank you. Despite
					    and excellent and continually
					    improving safety record there are
					    certain risks inherent in space
					    travel and an extremely high cost
					    of pay load. Because of this it
					    is necessary for the Space Carrier
					    to advise you that it cannot be
					    responsible for the return of your
					    body to Earth should you become
					    deceased on the Moon or en route
					    to the Moon. However, it wishes
					    to advise you that insurance
					    covering this contingency is
					    available in the Main Lounge.
					    Thank you. You are cleared
					    through Voice Print Identification.

THE LIGHTS GO OFF
AND THE WOMAN'S
FACE DISAPPEARS

THE MEN EXIT THE
PASSPORT AREA

					    MILLER
					    I've reserved a table for you in
					    the Earth Light room. Your
					    connecting flight will be
					    leaving in about one hour.

12/7/65										  b15 
------------------------------------------------------------------------
B13
CONTINUED

						FLOYD
						Oh, that's wonderful.

12/7/65										  b16 
------------------------------------------------------------------------
B14
INT SPACE STATION - LOUNGE

FLOYD AND MILLER WALKING

					    MILLER
					    Let's see, we haven't had the
					    pleasure of a visit from you not
					    since... It was about eight or
					    nine months ago, wasn't it?

					    FLOYD
					    Yes, I think so. Just about
					    then.

					    MILLER
					    I suppose you saw the work on
					    our new section while you
					    were docking.

					    FLOYD
					    Yes, it's coming along very well.

THEY PASS THE VISION
PHONE BOOTH

						FLOYD
						Oh, look, I've got to make a
						phone call. Why don't you go
						on into the Restaurant and I'll
						meet you in there.

12/7/65										  b17 
------------------------------------------------------------------------
B14
CONTINUED

					    MILLER
					    Fine. I'll see you at the bar.

FLOYD ENTERS PHONE
BOOTH. SIGN ON
VISION PHONE SCREEN
"SORRY, TEMPORARILY
OUT OF ORDER."

HE ENTERS THE SECOND
BOOTH AND SITS DOWN

12/7/65										  b18	 
------------------------------------------------------------------------
B15
DELETED

B16
DELETED

PAGES b19 - b22 DELETED

12/7/65
------------------------------------------------------------------------
B17
FLOYD IN VISION PHONE

LITTLE GIRL OF FIVE
ANSWERS

						CHILD
						Hello.

VISION PHONE SCREEN
DISPLAY SIGN 'YOUR
PARTY HAS NOT CONNECTED
VISION'

A FEW SECONDS LATER,
THE SCREEN CHANGES
TO AN IMAGE OF THE
CHILD
					    FLOYD
					    Hello, darling, how are you?

					    CHILD
					    Hello Daddy. Where are you?

					    FLOYD
					    I'm at Space Station Five,
					    darling. How are you?

					    CHILD
					    I'm fine, Daddy. When are
					    you coming home?

12/6/65										  b23 
------------------------------------------------------------------------
B17
CONTINUED

					    FLOYD
					    Well, I hope in a few days,
					    sweetheart.

					    CHILD
					    I'm having a party tomorrow.

					    FLOYD
					    Yes, I know that sweetheart.

					    CHILD
					    Are you coming to my party?

					    FLOYD
					    No, I'm sorry, darling, I
					    told you I won't be home for a
					    few days.

					    CHILD
					    When are you coming home?

					    FLOYD
					    In three days, darling, I
					    hope.

FLOYD HOLDS UP
THREE FINGERS.

12/6/65										  b24 
------------------------------------------------------------------------
B17

					    FLOYD
					    One, two, three. Can I
					    speak to Mommy?

					    CHILD
					    Mommy's out to the hair-
					    dresser.

					    FLOYD
					    Where is Mrs. Brown?

					    CHILD
					    She's in the bathroom.

					    FLOYD
					    Okay, sweetheart. Well, I
					    have to go now. Tell Mommy
					    that I called.

					    CHILD
					    How many days until you
					    come home?

					    FLOYD
					    Three, darling. One... two
					    ... three. Be sure to tell
					    Mommy I called.

12/6/65										  b24a 
------------------------------------------------------------------------
B17
CONTINUED

					    CHILD
					    I will, Daddy.

					    FLOYD
					    Okay, sweetheart. Have a
					    lovely Birthday Party
					    tomorrow.

					    CHILD
					    Thank you, Daddy.

					    FLOYD
					    I'll wish you a happy
					    Birthday now and I'll see you
					    soon. All right, Darling?

					    CHILD
					    Yes, Daddy.

					    FLOYD
					    'Bye, 'bye, now, sweetheart.

					    CHILD
					    Goodbye, Daddy.

12/6/65										  b24b 
------------------------------------------------------------------------
B18
VISION PHONE
PROCEDURE FOR
INFORMATION

VISION PHONE
PROCEDURE FOR
DIALLING

					    OPERATOR
					    Good morning, Macy's.

					    FLOYD
					    Good morning. I'd like the
					    Vision shopper for the Pet
					    Shop, please.

					    OPERATOR
					    Just one moment.

12/7/65										  b25 
------------------------------------------------------------------------
B19
THE PICTURE FLIPS AND
WE SEE A WOMAN STANDING
IN FORN OF A SPECIALLY-
DESIGNED DISPLAY SCREEN

					    VISION SALES GIRL
					    Good morning, sir, may I help you?

					    FLOYD
					    Yes, I'd like to buy a bush baby.

					    VISION SALES GIRL
					    Just a moment, sir.

THE GIRL KEYS SOME
INPUTS AND A MOVING
PICTURE APPEARS ON
THE SCREEN OF A CAGE
CONTAINING ABOUT SIX
BUSH BABIES,
BEAUTIFULLY DISPLAYED
AGAINST A WHITE BACK-
GROUND

					    VISION SALES GIRL
					    Here you are, sir. Here is a 
					    lovely assortment of African
					    bush babies. They are twenty
					    Dollars each.

12/7/65										  b26 
------------------------------------------------------------------------
B19
CONTINUED

					    FLOYD
					    Yes, well... Pick out a nice one
					    for me, a friendly one, and I'd
					    like it delivered tomorrow.

					    VISION SALES GIRL
					    Certainly, sir. Just let us have
					    your name and Bank identification
					    for V.P.I., and then give the
					    name and address of the person
					    you'd like the pet delivered to
					    and it will be delivered tomorrow.

SOME TIME DURING
THIS CONVERSATION,
FLOYD SEE ELENA,
SMYSLOV AND THE
OTHER TWO RUSSIANS
PASS HIS VISION PHONE
WINDOW. ELENA TAPS
AND MIMES "HELLO",
GESTURING TOWARD A
TABLE BEHIND FLOYD
WHERE THEY ALL SIT
DOWN

					    FLOYD
					    Thank you very much. Floyd,
					    Heywood, R.,  First National
					    Bank of Washington. Please
					    deliver to Miss Josephine
					    Floyd, 9423 Dupre Avenue,
					    N.W.14.

12/7/65										  b27 
------------------------------------------------------------------------
B19
CONTINUED

					    VISION SALES GIRL
					    Thank you very much, sir. It
					    will be delivered tomorrow.

12/7/65										  b27a 
------------------------------------------------------------------------
B20
SPACE STATTION 5 - LOUNGE

					    FLOYD
					    Well, how nice to see you again,
					    Elena. You're looking wonderful.

					    ELENA
					    How nice to see you, Hyewood.
					    This is my good friend, Dr.
					    Heywood Floyd. I'd like you
					    to meet Andre Smyslov...

SMYSLOV AND THE TWO
OTHER RUSSIAN WOMEN
STAND UP AND SMILE

THEY SHAKE HANDS
AFTER INTRODUCTION
AND AD-LIB 'HELLOS'

					    ELENA
					    And this is Dr. Kalinan...
					    Stretyneva...

THE RUSSIANS ARE
VERY WARM AND 
FRIENDLY.

					    SMYSLOV
					    Dr. Floyd, won't you join us
					    for a drink?

12/7/65										  b28 
------------------------------------------------------------------------
B20
CONTINUED

					    FLOYD
					    I'm afraid I've only got a few
					    minutes, but I'd love to.

THERE IS A BIT OF
CONFUSION AS ALL
REALISE THERE IS
NOT ENOUGH ROOM
FOR ANOTHER
PERSON AT THE TABLE.
SMYSLOV OFFERS FLOYD
HIS CHAIR
AND BORROWS
ANOTHER FROM A NEARBY TABLE

					    SYMYSLOV
					    What would you like to drink?

					    FLOYD
					    Oh, I really don't have time
					    for a drink. If it's all right
					    I'll just sit for a minute and
					    then I've got to be off.

					    SMYSLOV
					    Are you quite sure?

					    FLOYD
					    Yes, really, thank you very
					    much.

					    ELENA
					    Well... How's your lovely
					    wife?

12/7/65										  b29 
------------------------------------------------------------------------
B20
CONTINUED

					    FLOYD
					    She's wonderful.

					    ELENA
					    And your charming little daughter?

					    FLOYD
					    Oh, she's growing up very fast.
					    As a matter of fact, she's six
					    tomorrow.

					    ELENA
					    Oh, that's such a delightful age.

					    FLOYD
					    How is gregor?

					    ELENA
					    He's fine. But I'm afraid we
					    don't get a chance to see each
					    other very much these days.

POLITE LAUGHTER

					    FLOYD
					    Well, where are all of you off
					    to?

12/7/65										  b30 
------------------------------------------------------------------------
B20
CONTINUED

					    ELENA
					    Actually, we're on our way back
					    from the moon. We've just
					    spent three months calibrating
					    the new antenna at Tchalinko.
					    And what about you?

					    FLOYD
					    Well, as it happens, I'm on
					    my way up to the moon

					    SMYSLOV
					    Are you, by any chance, going
					    up to your base at Clavius?

					    FLOYD
					    Yes,as a matter of fact, I am.

THE RUSSIANS
EXCHANGE
SIGNIFICANT
GLANCES

					    FLOYD
					    Is there any particular reason
					    why you ask?

12/7/65										  b31 
------------------------------------------------------------------------
B20
CONTINUED

					    SMYSLOV
					    (pleasantly)  Well, Dr. Floyd,
					    I hope that you don't think I'm
					    too inquisitive, but perhaps
					    you can clear up the mystery
					    about what's been going on up
					    there.

					    FLOYD
					    I'm sorry, but I'm not sure
					    I know what you mean.

					    SMYSLOV
					    Well, it's just for the past
					    two weeks there have been
					    some extremely odd things
					    happening at Clavius.

					    FLOYD
					    Really?

					    SMYSLOV
					    Yes. Well, for one thing,
					    whenever you phone the base,
					    all you can get is a recording
					    which repeats that the phone
					    lines are temporarily out of
					    order.

12/7/65										  b32 
------------------------------------------------------------------------
B20
CONTINUED

					    FLOYD
					    Well, I suppose they've been
					    having a bit of trouble with
					    some of the equipment.

					    SMYSLOV
					    Yes, well at first we thought
					    that was the explanation, but
					    it's been going on for the past
					    ten days.

					    FLOYD
					    You mean you haven't been able
					    to get anyone at the base for ten
					    days?

					    SMYSLOV
					    That's right.

					    FLOYD
					    I see.

					    ELENA
					    Another thing, Heywood, two
					    days ago, one of our rocket
					    buses was denied permission
					    for an emergency landing at
					    Clavius.

12/7/65										  b33 
------------------------------------------------------------------------
B20
CONTINUED

					    FLOYD
					    How did they manage to do that
					    without any communication?

					    ELENA
					    Clavius Control came on the
					    air just long enough to transmit
					    their refusal.

					    FLOYD
					    Well, that does sound very odd.

					    SMYSLOV
					    Yes, and I'm afaid there's
					    going to be a bit of a row about
					    it. Denying the men permission
					    to land was a direct violation of
					    the I.A.S. convention.

					    FLOYD
					    Yes... Well, I hope the crew
					    got back safely.

					    SMYSLOV
					    Fortunately, they did.

					    FLOYD
					    Well, I'm glad about that.

12/7/65										  b33a 
------------------------------------------------------------------------
B20
CONTINUED

THE RUSSIANS EXCHANGE
MORE GLANCES. ONE OF
THE WOMEN OFFERS
AROUND A PILL BOX.
ELENA AND ANOTHER
RUSSIAN TAKE ONE AND
THE THIRD RUSSIAN
DELCINES.

					    SMYSLOV
					    Dr. Floyd, at the risk of pressing
					    you on a point you seem reticent
					    to discuss, may I ask you a
					    straightforward question?

					    FLOYD
					    Certainly.

					    SMYSLOV
					    Quite frankly, we have had some
					    very reliable intelligence reports
					    that a quite serious epidemic
					    has broken out at Clavius.
					    Something, apperently, of an
					    unknown origin. Is this, in
					    fact, what has happened?

A LONG, AWKWARD
PAUSE

12/7/65										  b33b 
------------------------------------------------------------------------ 
B20
CONTINUED

					    FLOYD
					    I'm sorry, Dr. Smyslov, but
					    I'm really not at liberty to
					    discuss this.

					    SMYSLOV
					    This epidemic could easily
					    spread to our base, Dr. Floyd.
					    We should be given all the
					    facts.

LONG PAUSE

					    FLOYD
					    Dr. Smyslov... I'm not
					    permitted to discuss this.

					    ELENA
					    Are you sure you won't change
					    your mind about a drink?

					    FLOYD
					    No, thank you... and I'm
					    afraid now I really must be
					    going.

					    ELENA
					    Well, I hope that you and your
					    wife can come to the I.A.C.
					    conference in June.

12/7/65										  b33c 
------------------------------------------------------------------------ 
B20
CONTINUED

					    FLOYD
					    We're trying to get there. I
					    hope we can.

					    ELENA
					    Well, Gregor and I will look
					    forward to seeing you.

					    FLOYD
					    Thank you. It's been a great
					    pleasure to meet all of you...
					    Dr. Smyslov.

THE RUSSIANS ALL
RISE AND THERE
ARE AD-LIBS OF
COURTESY

FLOYD SHAKES HANDS
AND EXITS

THE RUSSIANS EXCHANGE
A FEW SERIOUS PARA-
GRAPHES IN RUSSIAN

12/7/65										  b33d	  
------------------------------------------------------------------------ 
B21

ARIES-IB IN SPACE.
EARTH MUCH SMALLER
THAN AS SEEN FROM
SPACE STATION

					    NARRATOR
					    The Aries-IB has become the
					    standard Space-Station-to-Lunar
					    surface vehicle. It was powered
					    by low-thrust plasma jets which
					    would continue the mild acceler-
					    ation for fifteen minutes. Then
					    the ship would break the bonds of
					    gravity and be a free and indepen-
					    dent planet, circling the Sun in an
					    orbit of its own.

10/4/65										  b34 
------------------------------------------------------------------------ 
B21a

ARIES PASSENGER AREA.
FLOYD IS ASLEEP, STRETCHED
OUT IN THE CHAIR, COVERED
WITH BLANKETS WHICH ARE
HELD SECURE BY STRAPS

A STEWARDESS SITS AT THE
OTHER SIDE OF THE CABIN,
WATCHING A KARATE
EXHIBITION BETWEEN TWO
WOMEN ON TELEVISION

THE ELEVATOR ENTRANCE
DOOR OPENS AND THE
SECOND STEWARDESS ENTERS
CARRYING A TRAY OF FOOD

SHE BRINGS IT TO THE OTHER
STEWARDESS

					    STEWARDESS ONE
					    Oh, thank you very much.

					    STEWARDESS TWO
					    I see he's still asleep.

					    STEWARDESS ONE
					    Yes. He hasn't moved since we
					    left.

STEWARDESS TWO EXITS,
INTO ELEVATOR

12/6/65										  b34a 
------------------------------------------------------------------------ 
B21b

ARIES GALLEY AREA.
STEWARDESS EXITS FROM
ELEVATOR, GOES TO
KITCHEN SECTION, REMOVES
TWO TRAYS, WALKS UP TO
THE SIDE OF THE WALL AND
ENTERS PILOT'S
COMPARTMENT

12/6/65										  b34b 
------------------------------------------------------------------------ 
B22
ARIES-IB COCKPIT.
PILOT, CO-PILOT.

STEWARDESS ENTERS,
CARRYING FOOD

					    PILOT
					    Oh, thank you very much.

					    CO-PILOT
					    Thank you.

STEWARDESS SMILES.

					    PILOT
					    (sighs)  Well, how's it going
					    back there?

					    STEWARDESS
					    Fine. Very quiet. He's been
					    asleep since we left.

					    PILOT
					    Well, no one can say that he's not
					    enjoying the wonders of Space.

					    CO-PILOT
					    Well, whatever's going on up there,
					    he's going to arrive fresh and ready
					    to go.

12/14/65										 b35 
------------------------------------------------------------------------ 
B22
CONTINUED

					    PILOT
					    I wonder what really IS going on
					    up there?

					    CO-PILOT
					    Well, I've heard more and more
					    people talk of an epidemic.

					    PILOT
					    I suppose it was bound to happen
					    sooner or later.

					    CO-PILOT
					    Berkeley told me that they think
					    it came from contamination on a
					    returning Mars flight.

					    PILOT
					    Yes, well, whatever it is, they're
					    certainly not fooling around. This
					    is the first flight they allowed
					    in for more than a week.

					    CO-PILOT
					    I was working out what this trip
					    must cost, taking him up there
					    by himself and coming back empty.

					    PILOT
					    I'll bet it's a fortune.

12/14/65										 b36	  
------------------------------------------------------------------------ 
B22
CONTINUED

					    CO-PILOT
					    Well, at ten thousand dollars a
					    ticket, it comes to the better part
					    of six hundred thousand dollars.

					    PILOT
					    Well, as soon as he wakes up,
					    I'm going to go back and talk to
					    him. I must say, I'd like to
					    find out what's going on.

12/14/65										 b36a 
------------------------------------------------------------------------ 
B23
ARIES-IB IN SPACE.
MOON VERY LARGE.

10/4/65										  b37 
------------------------------------------------------------------------ 
B24
ARIES-IB PASSENGER
AREA. FLOYD FINISHING
BREAKFAST.

PILOT ENTERS.

					    PILOT
					    Well, good afternoon, Dr. Floyd.
					    Did you have a good rest?

					    FLOYD
					    Oh, marvellous. It's the first
					    real sleep I've had for the past
					    two days.

					    PILOT
					    There's nothing like weightless
					    sleep for a complete rest.

					    FLOYD
					    When do we arrive at Clavius?

					    PILOT
					    We're scheduled to dock in about
					    seven hours. Is there anything
					    we can do for you?

					    FLOYD
					    Oh, no, thank you. The two
					    girls have taken wonderful care
					    of me. I'm just fine.

12/14/65										 b38  
------------------------------------------------------------------------
B24
CONTINUED

					    PILOT
					    Well, if there is anything that you
					    wnat, just give a holler.

					    FLOYD
					    Thank you.

					    PILOT
					    Incidentally, Dr. Floyd, I wonder
					    if I can have a word with you about
					    the security arrangements?

					    FLOYD
					    What do you mean?

					    PILOT
					    Well... the crew is confined to
					    the ship when we land at Clavius.
					    We have to stay inside for the
					    time it take to refit - about
					    twenty-four hours. And then
					    we're going to back empty.

					    FLOYD
					    I see.

					    PILOT
					    I take it this is something to do
					    with the trouble they're having
					    up at Clavius?

12/14/65										 b39 
------------------------------------------------------------------------
B24
CONTINUED

					    FLOYD
					    I'm afraid that's out of my depart-
					    ment, Captain.

					    PILOT
					    Well, I'll tell you why I ask. You
					    see, I've got a girl who works in
					    the Auditing Department of the
					    Territorial Administrator and I
					    haven't been able to get her on
					    the phone for the past week or so,
					    and with all these stories one
					    hears, I'm a little concerned
					    about her.

					    FLOYD
					    I see. Well, I'm sorry about that.
					    I wouldn't think there's any cause
					    for alarm.

					    PILOT
					    Yes, well, I wouldn't have been
					    too concerned about it, except
					    I've heard these stories about the
					    epidemic and, as a matter of fact,
					    I've heard that ten people have
					    died already.

12/14/65										 b40 
------------------------------------------------------------------------
B24
CONTINUED

					    FLOYD
					    I wish I could be more helpful,
					    Captain, but as I've said, I don't
					    think there's any cause for
					    alarm.

					    PILOT
					    Well, fine. Thanks very much,
					    anyway, and I hope you don't
					    mind me asking?

					    FLOYD
					    No, of course, Captain, I can
					    understand your concern.

					    PILOT
					    Well, thank you very much, and
					    please let us know if there is
					    anything we can do to make your
					    trip more comfortable.

12/14/65										 b40a 
------------------------------------------------------------------------
B25
ARIES-IB CLOSER TO MOON

10/4/65										  b41	 
------------------------------------------------------------------------
B26
FLOYD GOES TO ARIES-IB
WASHROOM AND LOOKS AT
THE VERY LONG LIST OF
COMPLICATED INSTRUCTIONS

10/4/65										  b42 
------------------------------------------------------------------------
B27
ARIES-IB CLOSER TO MOON

DISSOLVE:

10/4/65										  b43 
------------------------------------------------------------------------
B28
FLOYD VISITING ARIES-IB
COCKPIT. WEIGHTLESS
TRICK ENTRANCE.

10/4/65										  b44	 
------------------------------------------------------------------------
B29
ARIES-IB ORBITING MOON.

					    NARRATOR
					    The laws of Earthly aesthetics did
					    not apply here, this world had been
					    shaped and molded by other than
					    terrestrial forces, operating over
					    aeons of time unknown to the young,
					    verdant Earth, with its fleeting
					    Ice-Ages, its swiftly rising and
					    falling seas, its mountain ranges
					    dissolving like mists before the
					    dawn. Here was age inconceivable
					    - but not death, for the Moon had
					    never lived until now.

10/4/65										  b45 
------------------------------------------------------------------------
B30
ARIES-IB COCKPIT - THE
CREW AND DOCKING
CONTROL PEOPLE ON THE
MOON GO THROUGH THEIR
DOCKING ROUTINE. THIS
HAS THE RITUALISTIC TONE
AND CADENCE OF PRESENT-
DAY JET LANDING
PROCEDURE. WE ONLY HEAR
DOCKING CONTROL.

10/4/65										  b46 
------------------------------------------------------------------------
B31
ARIES-IB DECENDING.
SEE AIR VIEW OF BASE.

					    NARRATOR
					    The Base at Clavius was the first
					    American Lunar Settlement that
					    could, in an emergency, be
					    entirely self-supporting.

					    NARRATOR
					    Water and all the necessities of
					    life for its eleven hundred men,
					    women and children were produced
					    from the Lunar rocks, after they
					    had been crushed, heated and
					    chemically processed.

10/4/65										  b47 
------------------------------------------------------------------------
B32
A GROUND BUS NUZZLES UP
TO COUPLING SECTION OF
ARIES-IB

10/4/65										  b48	 
------------------------------------------------------------------------
B33
INSIDE GREAT AIRLOCK
ENTRANCE. GROUND BUS
PULLS IN. GIANT DOORS
CLOSE BEHIND IT.

10/4/65										  b49	 
------------------------------------------------------------------------
B34
INSIDE SECOND AIRLOCK.
DOORS OPEN AFTER OUT-
SIDE SECTION DOORS ARE
CLOSED. GROUND BUS
PULLS IN. DOORS CLOSE
BEHIND IT. SEE PEOPLE
WAITING IN GLASSED-IN
SECTION WAITING FOR
SECOND AIRLOCK DOORS
TO CLOSE.

10/4/65										  b50 
------------------------------------------------------------------------
B35
LOW GRAVITY
GYMNASIUM TRICK
WITH CHILDREN.

					    NARRATOR
					    One of the attractions of life on the
					    Moon was undoubtedly the low
					    gravity which produced a sense
					    of general well-being.

10/4/65										  b51 
------------------------------------------------------------------------
B36
CHILDREN IN SCHOOL.
TEACHER SHOWING THEM
VIEWS OF EARTH AND MAP
OF EARTH.

					    NARRATOR
					    The personnel of the Base and their
					    children were the forerunners of new
					    nations, new cultures that would
					    ultimately spread out across the
					    solar system. They no longer
					    thought of Earth as home. The
					    time was fast approaching when
					    Earth, like all mothers, must say
					    farewell to her children.

DISSOLVE:

10/5/65										  b52 
------------------------------------------------------------------------
B37
LARGE CENTRAL
RECEPTION AREA. DOORS
BRANCHING OFF TO DIFF-
RENT MAIN HALLS. SMALL
POND WITH PLASTIC WHITE
SWAN AND A BIT OF GRASS.
A FEW BENCHES WITH THREE
WOMEN AND THEIR CHILDREN
HAVING OUTING.

FLOYD AND WELCOMING
PARTY WALK THROUGH
AFTER EXITING ELEVATOR.
HALVERSON, MICHAELS
AND FIVE OTHERS.

					    FLOYD
					    (voice echoing)  I must congratulate
					    you Halvorsen. you've done wonder-
					    ful things with the decor since the
					    last time I was here.

					    HALVORSEN
					    (voice echoing)  Well... thank you,
					    Dr. Floyd. We try to make the
					    environment as earthlike as possible.

DISSOLVE:

10/5/65										  b53 
------------------------------------------------------------------------
B38
LOW CEILING CONFERENCE
ROOM, "U" SHAPED TABLE
FACING THREE PROJECTION
SCREENS. SEATED AROUND
THE TABLE ARE TWENTY
SENIOR BASE PERSONNEL.

					    HALVORSEN
					    Ladies and gentlemen, I should
					    like to introduce Dr. Heywood
					    Floyd, a distinguished member
					    of the National Council of
					    Astronautics. He has just
					    completed a special flight here
					    from Earth to be with us, and
					    before the briefing he would
					    like to say a few words. Dr.
					    Floyd.

POLITE APPLAUSE. FLOYD
WALKS TO FRONT OF ROOM.

					    FLOYD
					    First of all, I bring a personal
					    message from Dr. Howell, who
					    has asked me to convey his
					    deepest appreciation to all of
					    you for the personal sacrifices
					    you have made, and of course
					    his congratulations on your
					    discovery which may well prove
					    to be among the most significant
					    in the history of science.

POLITE APPLAUSE.

11/25/65										 b54 
------------------------------------------------------------------------
B38
CONTINUED

					    FLOYD (cont'd)
					    Mr. Halvorsen has made known
					    to me some of the conflicting
					    views held by many of you
					    regarding the need for complete
					    security in this matter, and
					    more specifically your strong
					    opposition to the cover story
					    created to give the impression
					    there is an epidemic at the Base.
					    I understand that beyond it being
					    a matter of principle, many of
					    you are troubled by the concern
					    and anxiety this story of an
					    epidemic might cause your
					    relatives and friends on Earth.

					    I can understand and sympathize
					    with your negative views. I have
					    been personally embarrassed by
					    this cover story. But I fully
					    accept the need for absolute
					    secrecy and I hope you will.

					    It should not be difficult for all
					    of you to realise the potential for
					    cutural shock and social
					    disorientation contained in the
					    present situation if the facts
					    were prematurely and suddenly
					    made public without adequate
					    preparation and conditioning.

11/25/65										 b55 
------------------------------------------------------------------------
B38
CONTINUED

					    FLOYD
					    This is the view of the Council
					    and the purpose of my visit here
					    is to gather addition facts and
					    opinions on the situation and to
					    prepare a report to the Council
					    recommending when and how the
					    news should eventually be
					    announced. Are there any
					    questions?

					    MICHAELS
					    Dr. Floyd, how long do you think
					    this can be kept under wraps?

					    FLOYD
					    (pleasantly)
					    I'm afraid it can and it will be
					    kept under wraps as long as it
					    is deemed to be necessary by
					    the Council. And of course you
					    know that the Council has requested
					    that formal security oaths are to
					    be obtained in writing from every-
					    one who had any knowledge of this
					    event. There must be adequate
					    time for a full study to be made
					    of the situation before any con-
					    sideration can be given to
					    making a public announcement.

11/25/65										 b56 
------------------------------------------------------------------------
B38
CONTINUED

					    HALVORSEN
					    We will, of course, cooperate
					    in any way possible, Dr. Floyd.

11/25/65										 b56a 
------------------------------------------------------------------------
B39
SEVERAL SCENIC VIEWS OF
MOON ROCKET BUS SKIMMING
OVER SURFACE OF MOON.

10/5/65										  b57 
------------------------------------------------------------------------
B40
INSIDE ROCKET BUS,
FLOYD, HALVORSEN,
MICHAELS, FOURTH
MAN, PILOT AND
CO-PILOT. ALL IN
SPACE SUITS MINUS
HELMETS.

FLOYD IS SLOWELY
LOOKING THROUGH
SOME PHOTOGRAPHS
AND MAGNETIC
MAPS OF THE AREA.

HE LOOKS OUT OF
THE WINDOW,
THOUGHTFULLY.

11/25/65										 b58 
------------------------------------------------------------------------
B40
CONTINUED

THE PHOTOGRAPHES
ARE TAKEN FROM A
SATELLITE OF THE
MOON'S SURFACE
AND HAVE NUMBERED
OPTICAL GRID
BORDERS, LIKE
RECENT MARS
PHOTOS.

A FEW SEATS
AWAY, MICHAELS
AND HALVORSEN
CARRY OUT A VERY
BANAL ADMINISTRATIVE
CONVERSATION IN LOW
TONES. IT SHOULD
REVOLVE AROUND
SOMETHING UTTERLY
IRRELEVANT TO THE
PRESENT CIRCUMSTANCES
AND VERY MUCH LIKE
THE KIND OF DISCUSSION
ONE HEARS ALL THE
TIME IN OTHER
ORGANIZATIONS.

DISSOLVE:

11/25/65										 b59
------------------------------------------------------------------------
B41
TMA-1 EXCAVATION.
AIR VIEW. ROCKET
BUS DESCENDING.

THERE ARE NO LIGHTS
ON THE ACTUAL EXCA-
VATION, ONLY THE
LANDING STRIP AND
THE MONITOR DOME.

12/14/65										 b60
------------------------------------------------------------------------
B42
LONG SHOT MONITOR DOMES
WITH A BIT OF EXCAVATION
IN SHOT. SIX SMALL FIGURES
IN SPACE SUITS SLOWLY WALK
TOWARD EXCAVATION.

10/5/65										  b61	 
------------------------------------------------------------------------
B43
THE PARTY STOPS
AT TOP OF TMA-1
EXCAVATION.

A SMALL CONTROL
PANEL MOUNTED AT
THE HEAD OF THE
RAMP. MICHAELS
THROWS A SWITCH
AND THE EXCAVATION 
IS SUDDENLY ILLUMINATED.

					    HALVORSEN
					    Well, there it is.

					    FLOYD
					    Can we go down there closer to
					    it?

					    HALVORSEN
					    Certainly.

12/14/65										 b62	 
------------------------------------------------------------------------
B44
THEY START DOWN
WORKING RAMP

					    FLOYD
					    Does your geology on it still
					    check out?

					    MICHAELS
					    Yes, it does. The sub-surface
					    structure shows that it was
					    deliberately buried about four
					    million years ago.

					    FLOYD
					    How can you tell it was
					    deliberately buried?

					    MICHAELS
					    By the deformation between
					    the mother rock and the fill.

					    FLOYD
					    Any clue as to what it is?

					    MICHAELS
					    Not really. It's completely
					    inert. No sound or energy
					    sources have been detected.
					    The surface is made of
					    something incredibly hard
					    and we've been barely able
					    to scratch it. A laser drill

11/25/65										 b63 
------------------------------------------------------------------------
B44
CONTINUED

					    MICHAELS
					    might do something, but we
					    don't want to be too rough until
					    we know a little more.

					    FLOYD
					    But you don't have any idea as
					    to what it is?

					    MICHAELS
					    Tomb, shine, survey-marker
					    spare part, take your choice.

					    HALVORSEN
					    The only thing about it that we are
					    sure of is that it is the first direct
					    evidence of intelligent life beyond
					    the Earth.

SILENT APPRECIATION

					    HALVORSEN
					    Four million years ago, something,
					    presumably from the stars, must
					    have swept through the solar
					    system and left this behind.

11/25/65										 b64 
------------------------------------------------------------------------
B44
CONTINUED

					    FLOYD
					    Was it abandoned, forgotten, left
					    for a purpose?

					    HALVORSEN
					    I suppose we'll never know.

					    MICHAELS
					    The moon would have made an
					    excellent base camp for
					    preliminary Earth surveys.

SOME MORE SILENCE

					    FLOYD
					    Any ideas about the colour?

					    MICHAELS
					    Well, not really. At first glance,
					    black would suggest something
					    sun-powered, but then why would
					    anyone deliberately bury a sun-
					    powered device?

					    FLOYD
					    Has it been exposed to any sun
					    before now?

					    MICHAELS
					    I don't think it has, but I'd
					    like to check that. Simpson,
					    what's the log on that?

11/25/65										 b65 
------------------------------------------------------------------------
B45
INSIDE MONITOR DOME
WE SEE A NUMBER OF
TELEVISION DISPLAYS
INCLUDING SEVERAL TV
VIEWS OF FLOYD AND
COMPANY IN THE
EXCAVATION.

					    SIMPSON
					    The first surface was exposed at
					    0843 on the 12th April... Let me
					    see... that would have been
					    forty-five minutes after Lunar
					    sun-set. I see here that
					    special lighting equipment had
					    to be brought up before any
					    futher work could be done.

11/25/65										 b66 
------------------------------------------------------------------------
B46
TMA-1 EXCAVATION

					    MICHAELS
					    Thank you.

					    FLOYD
					    And so this is the first sun that
					    it's had in four million years.

					    PHOTOGRAPHER
					    Excuse me, gentlemen, if you'd
					    all line up on this side of the
					    walkway we'd like to take a few
					    photographes. Dr. Floyd, would
					    you thand in the middle... Dr.
					    Michaels on that side, Mr.
					    Halvorsen on the other....
					    thank you.

THE PHOTOGRAPHER
QUICKLY MAKES SOME
EXPOSURES

					    PHOTOGRAPHER
					    Thank you very much gentlemen,
					    I'll have the base photo section
					    send you copies.

AS THE MEN SLOWLY
SEPERATE FROM THEIR
PICTURE POSE, THERE
IS A PIERCINGLY POWERFUL
SERIES OF FIVE ELECTRONIC
SHRIEKS, EACH LIKE A
HIDEOUSLY OVER-LOADED
AND DISTORTED TIME SIGNAL.
FLOYD INVOLUNTARILY TRIES
TO BLOCK HIS EARS WITH HIS
SPACESUITED HANDS. THEN
COMES MERCIFUL SILENCE.

11/25/65										 b67 
------------------------------------------------------------------------
B47
VARIOUS SHOTS OF
SPACE MONITORS,
ASTEROIDS, THE SUN,
PLUTO, MARS.

					    NARRATOR
					    A hundred million miles beyond
					    Mars, in the cold lonliness
					    where no man had yet travelled,
					    Deep-Space-Monitor-79 drifts
					    slowly among the tangled orbits
					    of the asteroids.

					    NARRATOR
					    Radiation detectors noted and
					    analyzed incoming cosmic rays
					    from the galaxy and points beyond;
					    neutron and x-ray telescopes
					    kept watch on strange stars that
					    no human eye would eever see;
					    magnetometers observed the
					    gusts and hurricanes of the solar
					    winds, as the sun breathed million
					    mile-an-hour blasts of plasma
					    into the faces of its circling
					    children.

					    NARRATOR
					    All these things and many others
					    were patiently noted by Deep-
					    Space-Monitor-79, and recorded
					    in its crystalline memory.

11/25/65										 b68 
------------------------------------------------------------------------
B47
CONTINUED

					    NARRATOR
					    But now it had noted something
					    strange - the faint yet
					    unmistakable distrubance rippling
					    across the solar system, and
					    quite unlike any natural phenomena
					    it had ever observed in the past.

					    NARRATOR
					    It was also observed by Orbiter
					    M-15, circling Mars twice a
					    day; and High Inclination Probe-
					    21, climbing slowly above the
					    planet of the ecliptic; and even
					    artificial Comet-5, heading out
					    into the cold wastes beyond
					    Pluto, along an orbit whose
					    far point it would not reach for
					    a thousand years.

					    NARRATOR
					    All noticed the peculiar burst of
					    energy that leaped from the face
					    of the Moon and moved across
					    the solar system, throwing off a
					    spray of radiation like the wake of
					    a racing speedboat.

11/25/65										 b69 
------------------------------------------------------------------------
B SECTION TIMING

B1-1f	00.50			B25	00.10  
B2	   00.10			B26	00.20
B3	   00.15			B27	00.05
B4	   00.15			B28	Out
B5	   00.20			B29	00.30
B6	   00.15			B30	00.30
B7	   00.10			B31	00.25
B8	   00.15			B32	00.20
B9	   00.10			B33	00.20
B10	  00.10			B34	00.30
B11	  00.15			B35	00.20
B12	  00.50			B36	00.20
B13	  01.10			B37	00.30
B14	  00.35			B38	02.15
B15	  Out			  B39	00.20
B16	  Out			  B40	00.50
B17	  01.15			B41	00.15
B18	  00.15			B42	00.10
B19	  01.00			B43	00.15
B20	  03.55			B44	01.40
B21	  00.20			B45	00.20
B21A	 00.20			B46	00.40
B21B	 00.15			B47	01.25
B22	  01.00
B23	  00.10
B24	  01.30

B SECTION TOTAL:  28 MIN. 10 SECS.
------------------------------------------------------------------------
TITLE

					    PART III
					    14 MONTHS LATER

											    b69a
------------------------------------------------------------------------
C1
DISCOVERY 1,000,000
MILES FROM EARTH.
SEE EARTH AND MOON
SMALL.

WE SEE A BLINDING
FLASH EVERY 5
SECONDS FROM ITS
NUCLEAR PULSE
PROPULSION. IT
STRIKES AGAINST
THE SHIP'S THICK
ABLATIVE TAIL
PLATE.

SEVERAL CUTS OF
THIS.

11/19/65										 c1 
------------------------------------------------------------------------
C2
ANOTHER CLOSER
VIEW OF DISCOVERY.
SEE BOWMAN THROUGH
COMMAND MODULE
WINDOW.

11/19/65										 c2 
------------------------------------------------------------------------
C3
BOWMAN INSIDE
DISCOVERY COMMAND
MODULE. HE IS
LOOKING FOR
SOMETHING.

COMPUTER READOUT
DISPLAY SHOWING AN
EVER-SHIFTING
ASSORTMENT OF
COLOR-CODED LINEAR
PROJECTIONS.

WE SEE POOLE IN
BACKGROUND IN
COMPUTER BRAIN
CENTRE AREA.
AFTER A FEW
SECONDS HE EXITS.

THE ELAPSED
MISSION TIMER
READS "DAY 003,
HOUR 14, MINUTE
32, SECOND 10."

11/19/65										 c3 
------------------------------------------------------------------------
C4
BOWMAN EXITS TO
ACCESS-LINK AIRLOCK.
BRIGHT COLOR-CODED
DOORS LEAD TO
CENTRIFUGE AND POD
BAY. LARGE ILLUMUN-
ATED PRINTED WARNINGS
AND INSTRUCTIONS
GOVERNING LINK
OPERATIONS ARE SEEN.

HE PRESSES NECESSARY
BUTTONS TO OPERATE
AIRLOCK DOOR TO
POD BAY.

11/19/65										 c4 
------------------------------------------------------------------------
C5
BOWMAN ENTERS POD
BAY AND CONTINUES
HIS SEARCH. SUDDENLY
HE FINDS IT - HIS
ELECTRONIC NEWSPAD.

HE EXITS POD BAY.

11/19/65										 c5 
------------------------------------------------------------------------
C6
IN THE AIRLOCK-
LINK BOWMAN
OPERATES BUTTONS
TO OPEN DOOR
MARKED "CENTRIFUGE".

11/19/65										 c6	 
------------------------------------------------------------------------
C7
INSIDE THE
CENTRIFUGE HUB
BOWMAN MOVES TO
THE

ENTRY PORT
CONTROL PANEL

					    BOWMAN
					    Hi. Frank... coming in, please.

					    POOLE
					    Right. Just a sec.

					    BOWMAN
					    Okay. (pause)

					    POOLE
					    Okay, come on down.

WE SEE THE
ROTATING HUB
COLLAR AT THE
END. BEHIND IT
WE SEE

11/19/65										 c7 
------------------------------------------------------------------------
C8
THE CENTRIFUGE
TV-DISPLAY SHOWING
SLEEPERS AND POOLE
SLOWLY ROTATING BY.

POOLE SECURES SOME
LOOSE GEAR.

POOLE LOOKS UP TO
TV MONITOR LENS
AND WAVES.

11/19/65										 c8 
------------------------------------------------------------------------
C9
BOWMAN AT PANEL.
STOPS ROTATION
AND MOVES TO
ENTRY PORT.

WHEN ROTATION
STOPS WE SEE A SIGN
LIGHTS UP "WEIGHTLESS
CONDITION".

AS BOWMAN DISAPPEARS
DOWN ENTRY PORT WE
SEE HIM ON

TV-MONITOR, DESCENDING
LADDER. AT THE BASE
OF THE LADDER HE KEYS
THE CENTRIFUGE
OPERATION PANEL.
WE SEE TV-PICTURE
START TO ROTATE
AGAIN. "WEIGHTLESS
CONDITION" SIGN GOES
OUT.

11/19/65										 c9 
------------------------------------------------------------------------
C10
INSIDE CENTRIFUGE
BOWMAN MAKES 180 DEGREE
WALK TO POOLE.
ON WAY HE PASSES
THE SLEEPERS.

WE GET A GOOD
LOOK AT THE THREE
MEN IN THEIR
HIBERNACULUMS.

POOLE IS SEATED
AT A TABLE READING
HIS ELECTRONIC
NEWSPAD.

					    BOWMAN
					    (softly) Hi... How's it
					    going?

					    POOLE
					    (absent but friendly)  Great.

BOWMAN OPERATES
ARTIFICIAL FOOD
UNIT, TAKES HIS TRAY
AND SITS DOWN. KEYS
ON HIS ELECTRONIC
NEWSPAD AND BEGINS
TO EAT. BOTH MEN
EAT IN A FRIENDLY
AND RELAXED SILENCE.

11/19/65										 c10 
------------------------------------------------------------------------
C11
DISCOVERY IN SPACE,
STILL NUCLEAR
PULSING. EARTH
AND MOON CAN BE
SEEN IN BACKGROUND.

DISSOLVE:

11/19/65										 c11 
------------------------------------------------------------------------
C12
POOLE IS FINISHED.

BOWMAN IS STILL
READING AND
WORKING ON HIS
DESSERT.

					    POOLE
					    Dave, if you've a minute, I'd like
					    your advice on something.

					    BOWMAN
					    Sure, what is it?

					    POOLE
					    Well, it's nothing really important,
					    but it's annoying.

					    BOWMAN
					    What's up?

					    POOLE
					    It's about my salary cheques.

					    BOWMAN
					    Yes?

					    POOLE
					    Well I got the papers on my
					    official up-grading to AGS-19
					    two weeks before we left.

12/14/65										 c12 
------------------------------------------------------------------------
C12
CONTINUED

					    BOWMAN
					    Yes, I remember you mentioning it.
					    I got mine about the same time.

					    POOLE
					    That's right. Well, naturally,
					    I didn't say anything to Payroll.
					    I assumed they'd start paying me
					    at the higher grade on the next pay
					    cheque. But it's been almost
					    three weeks now and I'm still
					    being paid as an AGS-18.

					    BOWMAN
					    Interesting that you mention it,
					    because I've got the same problem.

					    POOLE
					    Really.

					    BOWMAN
					    Yes.

					    POOLE
					    Yesterday, I finally called the
					    Accounting Office at Mission
					    Control, and all they could tell me
					    was that they'd received the AGS-19
					    notification for the other three but
					    not mine, and apparently not yours
					    either.

12/14/65										 c13 
------------------------------------------------------------------------
C12
CONTINUED

					    BOWMAN
					    Did they have any explanation for
					    this?

					    POOLE
					    Not really. They just said it might
					    be because we trained at Houston and
					    they trained in Marshall, and that
					    we're being charged against differ-
					    ent accounting offices.

					    BOWMAN
					    It's possible.

					    POOLE
					    Well, what do you think we ought
					    to do about it?

					    BOWMAN
					    I don't think we should make any
					    fuss about it yet. I'm sure they'll
					    straighten it out.

					    POOLE
					    I must say, I never did understand
					    why they split us into two groups
					    for training.

					    BOWMAN
					    No. I never did, either.

12/14/65										 c14 
------------------------------------------------------------------------
C12
CONTINUED

					    POOLE
					    We spent so little time with them,
					    I have trouble keeping their names
					    straight.

					    BOWMAN
					    I suppose the idea was specialized
					    training.

					    POOLE
					    I suppose so. Though, of course,
					    there's a more sinister explanation.

					    BOWMAN
					    Oh?

					    POOLE
					    Yes. You must have heard the
					    rumour that went around during
					    orbital check-out.

					    BOWMAN
					    No, as a matter of fact, I didn't.

					    POOLE
					    Oh, well, apparently there's
					    something about the mission that
					    the sleeping beauties know that
					    we don't know, and that's why we
					    were trained separately and
					    that's why they were put to sleep
					    before they were even taken aboard.

12/14/65										 c15 
------------------------------------------------------------------------
C12
CONTINUED

					    BOWMAN
					    Well, what is it?

					    POOLE
					    I don't know. All I heard is that
					    there's something about the
					    mission we weren't told.

					    BOWMAN
					    That seems very unlikely.

					    POOLE 
					    Yes, I thought so.

					    BOWMAN
					    Of course, it would be very easy
					    for us to find out now.

					    POOLE
					    How?

					    BOWMAN
					    Just ask Hal. It's conceivable
					    they might keep something from
					    us, but they'd never keep anything
					    from Hal.

					    POOLE
					    That's true.

12/14/65										 c15a 
------------------------------------------------------------------------
C12						   
CONINUED

					    BOWMAN
					    (sighs)  Well... it's silly, but...
					    if you want to, why don't you?

POOLE WALKS TO THE
HAL 9000 COMPUTER

					    POOLE
					    Hal... Dave and I believe that
					    there's something about the
					    mission that we weren't told.
					    Something that the rest of the
					    crew know and that you know.
					    We'd like to know whether this
					    is true.

					    HAL
					    I'm sorry, Frank, but I don't
					    think I can answer that question
					    without knowing everything that
					    all of you know.

					    BOWMAN
					    He's got a point.

					    POOLE
					    Okay, then how do we re-phrase
					    the question?

12/14/65										 c15c	  
------------------------------------------------------------------------
C12 
CONTINUED

					    BOWMAN
					    Still, you really don't believe it,
					    do you?

					    POOLE
					    Not really. Though, it is strange
					    when you think about it. It didn't
					    really make any sense to keep
					    us apart during training.

					    BOWMAN
					    Yes, but it's to fantastic to think
					    that they'd keep something from us.

					    POOLE
					    I know. It would be almost
					    inconceivable.

					    BOWMAN
					    But not completely inconceivable?

					    POOLE
					    I suppose it isn't logically impossible.

					    BOWMAN
					    I guess it isn't.

					    POOLE
					    Still, all we have to do is ask Hal.

12/14/65										 c15b
------------------------------------------------------------------------ 
C12
CONTINUED

					    BOWMAN
					    Well, the only important aspect of
					    the mission are: where are we
					    going, what will we do when we
					    get there, when are we coming
					    back, and... why are we going?

					    POOLE
					    Right. Hal, tell me whether the
					    following statements are true or
					    false.

					    HAL
					    I will if I can, Frank.

					    POOLE
					    Our Mission Profile calls for
					    Discovery going to Saturn.
					    True or false?

					    HAL
					    True.

					    POOLE
					    Our transit time is 257 days. Is
					    that true?

					    HAL
					    That's true.

12/14/65										 c15d
------------------------------------------------------------------------ 
C12
CONTINUED

					    POOLE
					    At the end of a hundred days of
					    exploration, we will all go into 
					    hibernation. Is this true?

					    HAL
					    That's true.

					    POOLE
					    Approximately five years after we
					    go into hibernation, the recovery
					    vehicle will make rendezous with
					    us and bring us back. Is this true?

					    HAL
					    That's true

					    POOLE
					    There is no other purpose for this
					    mission than to carry out a
					    continuation of the space program,
					    and to further our general
					    knowledge of the planets. Is that
					    true?

					    HAL
					    That's true.

					    POOLE
					    Thank you very much, Hal.

12/14/65										 c15e
------------------------------------------------------------------------ 
C12
CONTINUED

					    HAL
					    I hope I've been able to be of
					    some help.

BOTH MEN LOOK AT
EACH OTHER RATHER
SHEEPISHLY.

12/14/65										 c15f
------------------------------------------------------------------------ 
C13

DISCOVERY IN SPACE.
PULSING ALONG.
EARTH AND MOON.

11/19/65										 c16
------------------------------------------------------------------------ 
C14
DELETED

C15
DELETED

C15
DELETED

C16
DELETED

PAGES c17 - c41 DELETED
------------------------------------------------------------------------ 
C17

DOCUMENTARY SEQUENCE
ILLUSTRATING THE
FOLLOWING ACTIVITIES.

SPLIT SCREEN TECHNIQUE
AND SUPERIMPOSED CLOCK
TO GIVE SENSE OF
SIMULTANEOUS ACTION AND
THE FEELING OF A TYPICAL
DAY.

IN THE COURSE OF THESE
ACTIVITIES WE SHALL SEE
THE COMPUTER USED IN
ALL OF ITS FUNCTIONS.

					    NARRATOR
					    Bowman and Poole settled down
					    to the peaeful monotony of the
					    voyage, and the next three months
					    passed without incident.

11/24/65										 c42
------------------------------------------------------------------------ 
C17
CONTINUED

BOWMAN				   TIME				 POOLE

a1								  b1
TV NEWS - MORNING		  0800				 WAKES UP

a2								  b2
BEDTIME SNACK			 0900				 BREAKFAST

a3								  b3
TO SLEEP WITH			 1000				 GYMNASIUM
INSTANT ELECTRO-
NARCOSIS AND EAR
PLUGS.

a4								  b4
SLEEP				    1100				 SHIP INSPECTION

a5								  b5
SLEEP				    1200				 HOUSEHOLD DUTIES

a6								  b6
SLEEP				    1300				 LUNCH

11/24/65										 c43
------------------------------------------------------------------------ 
C17
CONTINUED

BOWMAN				   TIME				 POOLE

a7								  b7
SLEEP				    1400				 EXPERIMENTS AND
								    ASTRONOMY

a8								  b8
SLEEP				    1500				 EXPERIMENTS AND
								    ASTRONOMY

a9								  b9
SLEEP				    1600				 RECREATION

a10								 b10
SLEEP				    1700				 RECREATION

a11								 b11
WAKES UP				 1800				 GYMNASIUM

a12								 b12
BREAKFAST				1900				 DINNER

11/24/65										 c44
------------------------------------------------------------------------
C17
CONTINUED

BOWMAN				   TIME				 POOLE

a13								 b13
GYMNASIUM				2000				 TV NEWS - EVENING
								    PAPERS

a14								 b14
MISSION CONTROL		    2100				 MISSION CONTROL
REPORT							   REPORT

a15								 b15
FAMILY AND SOCIAL		  2200				 FAMILY AND SOCIAL
TV CHAT							  TV CHAT

a16								 b16
FILMS				    2300				 FILMS

a17								 b17
LUNCH				    2400				 BEDTIME SNACK

a18								 b18
INSPECTION			    0100				 INSTANT ELECTRO-
								    NARCOSIS SLEEP

11/24/65										 c45
------------------------------------------------------------------------ 
C17
CONTINUED

BOWMAN				   TIME				 POOLE

a19								 b19
EXPERIMENTS AND		    0200				 SLEEP
ASTRONOMY

a20								 b20
EXPERIMENTS AND		    0300				 SLEEP

a21								 b21
RECREATION			    0400				 SLEEP

a22								 b22
HOUSEHOLD DUTIES		   0500				 SLEEP

a23								 b23
GYMNASIUM				0600				 SLEEP

a24								 b24
DINNER				   0700				 SLEEP

11/24/65							 c46
------------------------------------------------------------------------
C18
DISCOVERY IN SPACE

11/24/65										 c47
------------------------------------------------------------------------ 
C19
CENTRIFUGE

BOWMAN SITTING AT
PERSONAL COMMUNI-
CATION PANEL. POOLE
STANDING NEARBY.

BOWMAN'S PARENTS
ARE SEEN ON THE VISION
SCREEN. MOTHER, FATHER
AND YOUNGER SISTER.

THEY ARE ALL SINGING
"HAPPY BIRTHDAY". THE
PARENTS, POOLE AND HAL.

THE SONG ENDS.

					    FATHER
					    Well, David there is a man telling
					    us that we've used up our time.

					    MOTHER
					    David... again we want to wish
					    you a happy Birthday and God speed.
					    We'll talk to you again tomorrow.
					    'Bye, 'bye now.

CHORUS OF
"GOODBYES".

12/13/65										 c48
------------------------------------------------------------------------
C19
CONTINUED

VISION SCREEN GOES
BLANK

					    HAL
					    Sorry to interrupt the festivities,
					    Dave, but I think we've got a 
					    problem.

					    BOWMAN
					    What is it, Hal?

					    HAL
					    MY F.P.C. shows an impending
					    failure of the antenna orientation
					    unit.

C20
TV DISPLAYS DIAGRAM
OF SKELETONISED
PICTURE OF SHIP.

12/13/65										 C49
------------------------------------------------------------------------ 
C21
PICTURE CHANGES TO
CLOSER SECTIONALISED
VIEW OF SHIP.

C22
PICTURE CHANGES TO
ACTUAL COMPONENT
IN COLOUR RELIEF AND
ITS WAREHOUSE NUMBER

					    HAL
					    The A.O. unit should be replaced
					    within the next seventy-two hours.

					    BOWMAN
					    Right. Let me see the antenna
					    alignment display, please.

C23
TV DISPLAY OF EARTH
VERY SMALL IN CROSS-
HAIRS OF A GRID PICTURE.

12/13/65										 c50
------------------------------------------------------------------------
C24
CUT TO EXTERIOR VIEW
OF THE BIG DISH ANTENNA
AND EARTH ALIGNMENT
TELESCOPE.

C25
CENTRIFUGE

					    HAL
					    The unit is still operational, Dave.
					    but it will fail within seventy-two
					    hours.

					    BOWMAN
					    I understand Hal. We'll take care
					    of it. Please, let me have the hard
					    copy.

XEROXED DIAGRAMS
COME OUT OF A SLOT.

					    POOLE
					    Strange that the A.O. unit should
					    go so quickly.

					    BOWMAN
					    Well, I suppose it's lucky that
					    that's the only trouble we've had
					    so far.

12/13/65										 c50a
------------------------------------------------------------------------ 
C26
DISCOVERY IN SPACE.
NOT PLANETS VISIBLE.

SHOTS OF ANTENNA.

(NARRARTION TO
EXPLAIN TENOUS
AND ESSENTIAL LINK
TO EARTH. ALSO,
WHAT TRACKING 
TELESCOPE DOES.)

12/13/65										 c51
------------------------------------------------------------------------
C27
CENTRIFUGE

WE SEE BOWMAN AND
POOLE GO TO A CUPBOARD
LABELLED IN PAPER TAPE,
"RANDOM DECISION
MAKER."

THEY REMOVED A SILVER
DOLLAR IN A PROTECTIVE
CASE.

POOLE FLIPS THE COIN.
BOWMAN CALLS "HEAD."

IT IS TAILS. POOLE
WINS.

POOLE LOOKS PLEASED.

12/13/65										 c52
									    (c53 DELETED)
------------------------------------------------------------------------ 
C28
DISCOVERY IN SPACE

11/24/65										 c54
------------------------------------------------------------------------
C29
POD BAY. POOLE
IN SPACE SUIT DOING
PRELIMINARY CHECK
OUT.

C30
COMMAND MODULE.
BOWMAN AT FLIGHT
CONTROL. SEE TV
PICTURE OF POOLE
IN POD BAY.

C31
HAL'S POD BAY
CONSOLE WITH EYE.

C32
POOLE GOES TO POD
BAY WAREHOUSE
SECTION AND OBTAINS
COMPONENT. HE
CARRIES IT BACK TO
THE POD AND PLACES
IT IN FRONT OF THE
FLOOR.

					    POOLE
					    Hal, have pod arms secure the
					    component.

					    HAL
					    Roger.

12/13/65										 c55
------------------------------------------------------------------------ 
C32
CONTINUED

SEE POD ARMS
SECURE COMPONENT.

					    POOLE
					    Hal, please rotate Pod Number
					    Two.

SEE THE CENTRE POD
ROTATE TO FACE THE
POD BAY DOORS.

POOLE ENTERS POD.

INSIDE POD, HE DOES
INITIAL PRE-FLIGHT
CHECK, TRIES BUTTONS
AND CONTROLS.

					    POOLE
					    How do you read me, Dave?

12/13/65										 c56
------------------------------------------------------------------------
C33
BOWMAN IN COMMAND
MODULE.

					    BOWMAN
					    Five by five, Frank.

C34
INSIDE POD.

					    POOLE
					    How do you read me, Hal?

					    HAL
					    Five by five, Frank.

					    POOLE
					    Hal, I'm going out now to replace
					    the A.O. unit.

					    HAL
					    I understand.

					    POOLE
					    Hal, maintain normal E.V.A.
					    condition.

					    HAL
					    Roger.

					    POOLE
					    Hal, check all airlock doors secure.

12/13/65										 c57
------------------------------------------------------------------------ 
C34
CONTINUED

					    HAL
					    All airlock doors are secure.

					    POOLE
					    Decompress Pod Bay.

SEE BIG POD BAY AIR
PUMPS AT WORK.

					    HAL
					    Pod Bay is decompressed. All
					    doors are secure. You are free
					    to open pod bay doors.

					    POOLE
					    Opening pod bay doors.

INSIDE POD, POOLE
KEYS OPEN POD BAY
DOORS.

12/13/65										 c58
------------------------------------------------------------------------
C34
CONTINUED

POD SLOWLY EDGES
OUT OF POD BAY.

C35
POOLE MANOEUVRES
THE POD CAREFULLY
AWAY FROM DISCOVERY.

C36
INSIDE COMMAND 
MODULE, BOWMAN
CAN SEE TINY POD
MANOEUVRING
DIRECTLY IN FRONT.

C37
POOLE SEE BOWMAN
IN COMMAND MODULE
WINDOW.

C38
POD SLOWLY MANOEVRES
TO ANTENNA.

11/24/65										 c59
------------------------------------------------------------------------ 
C39
POD FASTENS ITSELF
MAGNETICALLY TO
SIDES OF DISCOVERY
AT BASE OF ANTENNA.

C40
SPECIAL MAGNETIC
PLATES GRIP
DISCOVERY SIDES.

C41
THE POD ARMS WORK
TO REMOVE THE FAULTY
COMPONENT.

C42
EASY FLIP-BOLTS OF
A SPECIAL DESIGN
FACILITATE JOB.

C43
INSIDE THE POD,
POOLE WORKS THE
ARMS BY SPECIAL
CONTROL.

11/24/65										 c60
------------------------------------------------------------------------
C44
IN COMMAND MODULE,
BOWMAN SEES INSERT
OF WORK TAKEN FROM
TV CAMERA POINT-OF-
VIEW IN POD HAND.

C45
HAL STANDS BY.

C46
POOLE SECURES THE
FAULTY PART IN ONE
HAND.

C47
THE NEW COMPONENT
IS FITTED INTO PLACE
BY THE OTHER THREE
HANDS ARE SNAPPED
CLOSED WITH THE
SPECIALLY DESIGNED
FLIP-BOLTS.

					    POOLE
					    Hal, please acknowledge
					    component correctly installed
					    and fully operational.

11/24/65										 c61
------------------------------------------------------------------------ 
C47
CONTINUED

					    HAL
					    The component is correctly
					    installed and fully operational.

C48
THE POD FLOATS AWAY
FROM THE DISCOVERY BY
SHUTTING OFF THE
ELECTRO-MAGNETIC
PLATES.

C49
THE POD MANOEUVRES
AWAY FROM THE ANTENNA
AND OUT IN FRONT OF
DISCOVERY.

C50
BOWMAN SEE THE POD
THROUGH THE COMMAND
MODULE WINDOW.

C51
POOLE SEES BOWMAN
IN COMMAND MODULE
WINDOW.

11/24/65										 c62
------------------------------------------------------------------------
C52
POOLE CAREFULLY
MANOEUVRES TOWARD
THE POD DOORS.

C53
POD STOPS A HUNDRED 
FEET AWAY.

C54
POOLE KEYS AUTOMATIC
DOCKING ALIGNMENT
MODE.

C55
POOLE CHECKS AIRLOCK
SAFETY PROCEDURE WITH
HAL.

C56
HAL APPROVES ENTRY.

C57
POOLE ACTUATES POD
BAY DOORS OPEN.

11/24/65										 c63
------------------------------------------------------------------------ 
C58
SEE POD BAY DOORS
OPEN.

C59
POD CAREFULLY
MANOEUVRES ON
TO DOCKING ARM,
WHICH THEN DRAWS
POD INTO POD BAY.

DISSOLVE:

11/24/65										 c64
------------------------------------------------------------------------
C60
POD BAY

THE FAULTY A.O. UNIT
LIES ON A TESTING BENCH
CONNECTED TO ELECTRONIC
GEAR.

POOLE STANDS FOR
SOME TIME CHECKING HIS
RESULTS.

THERE SHOULD BE SOME
UNDERSTANDABLE DISPLAY,
WHICH INDICATES THE PART
IS FUNCTIONING PROPERLY,
EVEN UNDER ONE HUNDRED
PERCENT OVERLOAD.

CIRUIT CONTINUITY
PULSE SEQUENCER.

ENVIRONMENTAL VIBRATION.

VK INTEGRITY.

BOWMAN ENTERS

					    BOWMAN
					    How's it going?

					    POOLE
					    I don't know. I've checked this
					    damn thing four times now and
					    even under a hundred per cent
										 (cont'd)

12/13/65										 c65
------------------------------------------------------------------------ 
C60
CONT'D

					    POOLE (cont'd)
					    overload. there's no fault prediction
					    indicated.

					    BOWMAN
					    Well, that's something.

					    POOLE
					    Yes, I don't know what to make of it.

					    BOWMAN
					    I suppose computers have been known
					    to be wrong.

					    POOLE
					    Yes, but it's more likely that the
					    tolerances on our testing gear are
					    too low.

					    BOWMAN
					    Anyway, it's just as well that we
					    replace it. Better safe than
					    sorry.

12/13/65										 c65a
------------------------------------------------------------------------
C61
DISCOVERY IN SPACE

12/1/65										  c66
------------------------------------------------------------------------ 
C62
CENTRIFUGE

BOWMAN ASLEEP.
POOLE WATCHING
AN ASTEROID IN THE
TELESCOPE.

					    HAL
					    Hello, Frank, can I have a word with
					    you?

POOLE WALKS TO THE
COMPUTER.

					    POOLE
					    Yes, Hal, what's up?

					    HAL
					    It looks like we have another bad
					    A.O. unit. My FPC shows another
					    impending failure.

C63
WE SEE DISPLAY APPEAR
ON THE SCREEN SHOWING
SKELETONISED VERSION
OF SHIP, CUTTING TO
SECTIONALISED VIEW,
CUTTING TO CLOSE
VIEW OF THE PART.

12/13/65										 c67
------------------------------------------------------------------------
C64
CENTRIFUGE
POOLE THINKS FOR
SEVERAL SECONDS.

					    POOLE
					    Gee, that's strange, Hal. We
					    checked the other unit and couldn't
					    find anything wrong with it.

					    HAL
					    I know you did, Frank, but I assure
					    you there was an impending failure.

					    POOLE
					    Let me see the tracking alignment
					    display.

C65
COMPUTER DISPLAYS
THE VIEW OF EARTH
IN THE CENTRE OF THE
GRID WITH CROSS-
HAIRS. THE EARTH IS
PERFECTLY CENTRED.

C66
CENTRIFUGE

					    POOLE
					    There's nothing wrong with it at
					    the moment.

12/13/65										 c68
------------------------------------------------------------------------ 
C66
CONTINUED

					    HAL
					    No, it's working fine right now,
					    but it's going to go within seventy-
					    two hours.

					    POOLE
					    Do you have any idea of what is
					    causing this fault?

					    HAL
					    Not really, Frank. I think there
					    may be a flaw in the assembly
					    procedure.

					    POOLE
					    All right, Hal. We'll take care
					    of it. Let me have the hard copy,
					    please.

HARD COPY DETAILS
COME OUT OF SLOT.

12/13/65										 c69
------------------------------------------------------------------------
C67
DISCOVERY IN SPACE,
NO PLANETS VISIBLE.

12/1/65										  c70
------------------------------------------------------------------------ 
C68
CENTRIFUGE. BOWMAN
GETS OUT OF BED, WALKS
TO THE FOOD UNIT AND
DRAWS A HOT CUP OF
COFFEE. POOLE ENTERS.

					    POOLE
					    Good morning.

					    BOWMAN
					    Good morning. How's it going?

					    POOLE
					    Are you reasonably awake?

					    BOWMAN
					    Oh, I'm fine, I'm wide awake.
					    What's up?

					    POOLE
					    Well... Hal's reported the
					    AO-unit about to fail again.

					    BOWMAN
					    You're kidding.

					    POOLE
					    No.

12/13/65										 c71
------------------------------------------------------------------------
C68
CONTINUED

					    BOWMAN
					    (softly) What the hell is going on?

					    POOLE
					    I don't know. Hal said he thought
					    it might be the assembly procedure.

					    BOWMAN
					    Two units in four days. How many
					    spares do we have?

					    POOLE
					    Two more.

					    BOWMAN
					    Well, I hope there's nothing wrong
					    with the assembly on those. Other-
					    wise we're out of business.

12/13/65										 c72

------------------------------------------------------------------------ 
C69
IN POD BAY BOWMAN
OBTAINS ANOTHER
COMPONENT FROM
THE WAREHOUSE
GOES OUT IN THE
POD AND REPLACES
IT.

POOLE WORKS IN THE
COMMAND MODULE.

THIS WILL BE A 
CONDENSED VERSION
OF THE PREVIOUS
SCENE WITH DIFFERENT
ANGLES.

THE SETS WILL CONSIST
OF POD BAY, COMMAND
MODULE, POD INTERIOR.

12/1/65										  c74
------------------------------------------------------------------------
C70
POD BAY. BOWMAN
AND POOLE LEANING
OVER THE FAULTY
COMPONENT, AGAIN
WIRED TO TESTING
GEAR.

BOTH MEN STARE IN
PUZZLED SILENCE.

SEE DISPLAYS FLASH
EACH TESTING PARA-
METER.

					    BOWMAN
					    (after long silence) Well, as far as
					    I'm concerned, there isn't a damn
					    thing wrong with these units. I
					    think we've got a much more serious
					    problem.

					    POOLE
					    Hal?

					    BOWMAN
					    Yes.

12/14/65										 c75
------------------------------------------------------------------------ 
C71
DISCOVERY IN SPACE.

12/1/65										  c76
------------------------------------------------------------------------
C72
COMMUNICATIONS AREA.

					    MISSION CONTROL
					    I wouldn't worry too much about
					    the computer. First of all,
					    there is still a chance that he
					    is right, despite your tests,
					    and if it should happen again,
					    we suggest eliminating this
					    possibility by allowing the unit
					    to remain in place and seeing
					    whether or not it actually fails.

					    If the computer should turn out
					    to be wrong, the situation is
					    still not alarming. The type
					    of obsessional error he may be
					    guilty of is not unknown among
					    the latest generation of HAL
					    9000 computers.

					    It has almost always revolved
					    around a single detail, such as
					    the one you have described, and
					    it has never interfered with the
					    integrity or reliability of the
					    computer's performance in
					    other areas.

					    No one is certain of the cause
					    of this kind of malfunctioning.
					    It may be over-programming,
										   (con't)

12/1/65										  c77
------------------------------------------------------------------------ 
C72
CONTINUED

					    MISSION CONTROL (con't)
					    but it could also be any number
					    of reasons.

					    In any event, it is somewhat
					    analogous to human neurotic
					    behavior. Does this answer
					    your query?  Zero-five-three-
					    Zero, MC, transmission concluded.

12/1/65										  c78
------------------------------------------------------------------------
C73
DISCOVERY IN SPACE

											    c79
------------------------------------------------------------------------ 
C74
CENTRIFUGE.

BOWMAN SITS DOWN
AT THE COMPUTER.

PUTS UP CHESS
BOARD DISPLAY.

					    HAL
					    Hello, Dave. Shall we continue
					    the game?

					    BOWMAN 
					    Not now, Hal, I'd like to talk to
					    you about something.

					    HAL
					    Sure, Dave, what's up?

					    BOWMAN
					    You know that we checked the two
					    AO-units that you reported in
					    imminent failure condition?

					    HAL
					    Yes, I know.

					    BOWMAN
					    You probably also know that we
					    found them okay.

					    HAL
					    Yes, I know that. But I can
					    assure you that they were about
					    to fail.

12/14/65										 c80
------------------------------------------------------------------------
C74
CONTINUED

					    BOWMAN
					    Well, that's just not the case, Hal.
					    They are perfectly all right. We
					    tested them under one hundred per
					    cent overload.

					    HAL
					    I'm not questioning your word, Dave,
					    but it's just not possible. I'm not
					    capable of being wrong.

					    BOWMAN
					    Hal, is there anything bothering
					    you?  Anything that might account
					    for this problem?

					    HAL
					    Look, Dave, I know that you're
					    sincere and that you're trying
					    to do a competent job, and that
					    you're trying to be helpful, but
					    I can assure the problem
					    is with the AO-units, and with
					    your test gear.

					    BOWMAN
					    Okay, Hal, well let's see the
					    way things go from here on.

12/14/65										 c81
------------------------------------------------------------------------ 
C74
CONTINUED

					    HAL
					    I'm sorry you feel the way you do,
					    Dave. If you'd like to check my
					    service record, you'll see it's
					    completely without error.

					    BOWMAN
					    I know all about your service
					    record, Hal, but unfortunately
					    it doesn't prove that you're right
					    now.

					    Hal
					    Dave, I don't know how else to
					    put this, but it just happens to be
					    an unalterable fact that I am
					    incapable of being wrong.

					    BOWMAN
					    Yes, well I understand you view
					    on this now, Hal.

BOWMAN TURNS
TO GO.

12/14/65										 c82
------------------------------------------------------------------------
C74
CONTINUED

					    HAL
					    You're not going to like this, Dave,
					    but I'm afraid it's just happened
					    again. My FPC predicts the
					    Ao-unit will go within forty-eight
					    hours.

C75
DELETED

C76
DELETED

12/14/65										 c83
------------------------------------------------------------------------ 
C77
DISCOVERY IN SPACE

12/1/65										  c84
------------------------------------------------------------------------
C78
CENTRIFUGE

BOWMAN KEYS FOR
TRANSMISSION.

					    BOWMAN
					    X-ray-delta-zero to MC, zero-
					    five-three-three. The computer
					    has just reported another
					    predicted failure off the AAC-
					    unit. As you suggested, we
					    are going to wait and see if it
					    fails, but we are quite sure
					    there is nothing wrong with
					    the unit.

					    If a reasonable waiting period
					    proves us to be correct, we
					    feel now that the computer
					    reliability has been seriously
					    impaired, and presents an
					    unacceptable risk pattern to
					    the mission.

					    We believe, under these
					    circumstances, it would be
					    advisable to disconnect the
					    computer from all ship
					    operations and continue the
					    mission under Earth-based
					    computer control.

12/1/65										  c85

------------------------------------------------------------------------ 
C78
CONTINUED

					    BOWMAN (con't)
					    We think the additional risk caused
					    by the ship-to-earth time lag is
					    preferable to having an unreliable
					    on-board computer.

SEE THE DISTANCE;
TO-EARTH TIMER.

					    BOWMAN (con't)
					    One-zero-five-zero, X-ray-delta-
					    one, transmission concluded.

					    POOLE
					    Well, they won't get that for half an
					    hour. How about some lunch?

DISSOLVE:

12/14/65										 c86
------------------------------------------------------------------------
C78a
CENTRIFUGE

BOWMAN AND POOLE
EATING.

DESSOLVE:

C79
BOWMAN AND POOLE
AT THE COMMUNICATIONS
AREA.

INCOMING COMMUNI-
CATION PROCEDURE.

					    MISSION CONTROL
					    X-ray-delta-one, acknowledging
					    your one-zero-five-zero. We
					    will initiate feasibility study
					    covering the transfer procedures
					    from on-board computer control
					    to Earth-based computer control.
					    This study should...

VISION AND PICTURE
FADE.

ALARM GOES OFF.

					    HAL
					    Condition yellow.

BOWMAN AND POOLE 
RUSH TO THE COMPUTER.

12/14/65										 c87
------------------------------------------------------------------------ 
C79
CONTINUED

					    BOWMAN
					    What's up?

					    HAL
					    I'm afraid the AO-unit has failed.

BOWMAN AND POOLE 
EXCHANGE LOOKS.

					    BOWMAN
					    Let me see the alignment display.

C80
THE ALIGNMENT DISPLAY
SHOWS THE EARTH HAS
DRIFTED OFF THE CENTRE
OF THE GRID.

C81
CENTRIFUGE.

					    BOWMAN
					    Well, I'll be damned.

					    POOLE
					    Hal was right all the time.

12/14/65										 c88
------------------------------------------------------------------------
C81
CONTINUED

					    BOWMAN
					    It seems that way.

					    HAL
					    Naturally, Dave, I'm not pleased
					    that the AO-unit has failed, but I
					    hope at least this has restored
					    your confidence in my integrity
					    and reliability. I certainly
					    wouldn't want to be disconnected,
					    even temporarily, as I have never
					    been disconnected in my entire
					    service history.

					    BOWMAN
					    I'm sorry about the misunderstanding,
					    Hal.

					    HAL
					    Well, don't worry about it.

					    BOWMAN
					    And don't you worry about it.

					    HAL
					    Is your confidence in me fully
					    restored?

					    BOWMAN
					    Yes, it is, Hal.

					    HAL
					    Well, that's a relief. You know
					    I have the greatest enthusiasm
					    possible for the mission.

12/1/65										  c89
------------------------------------------------------------------------ 
C81
CONTINUED

					    BOWMAN
					    Right. Give me the manual antenna
					    alignment, please.

					    HAL
					    You have it.

C82
BOWMAN GOES TO
THE COMMUNICATION
AREA AND TRIES TO
CORRECT THE OFF-
CENTRE EARTH ON
THE GRID PICTURE.

C83
OUTSIDE, WE SEE THE
ALIGNMENT TELESCOPE
ATTACHED TO THE
ANTENNA. THEY TRACK
SLOWLY TOGETHER AS

C84
BOWMAN WORKS THE
MANUAL CONTROLS,
ATTEMPTING TO ALIGN
THE ANTENNA AND
EARTH ON THE

12/1/65										  c90
------------------------------------------------------------------------
C85
GRID PICTURE READOUT
DISPLAY, BUT EACH TIME
HE GETS IT AIMED UP,
IT DRIFTS SLOWLY OFF.

THERE ARE A NUMBER
OF REPETITIONS OF THIS.

EACH TIME THE EARTH
CENTRES UP, THERE
ARE A FEW SECONDS OF
PICTURE AND SOUND
WHICH FADE AS SOON
AS IT SWINGS OFF.

					    BOWMAN
					    Well, we'd better get out there
					    and stick in another unit.

					    POOLE
					    It's the last one.

					    BOWMAN
					    Well, now that we've got one
					    that's actually failed, we
					    should be able to figure out
					    what's happened and fix it.

12/1/65										  c91
------------------------------------------------------------------------ 
C86
POD EXITS DISCOVERY.

C87
POOLE IN POD.

C88
POD MANOEUVERS
TO ANTENNA.

C89
BOWMAN IN COMMAND
MODULE.

C90
POD ATTACHES ITSELF
NEAR BASE OF ANTENNA.

12/1/65										  c92

------------------------------------------------------------------------
C91
POOLE IN POD, WORK-
ING POD ARMS.

C92
LIGHTS SHINE INTO
BACKLIT SHADOW.

C93
POD ARMS WORKING
FLIP-BOLTS.

C94
FLIP-BOLTS STUCK.

C95
POOLE KEEPS TRYING.

12/1/65										  c93
------------------------------------------------------------------------ 
C96
FLIP-BOLTS STUCK.

					    POOLE
					    There's something wrong with
					    the flip-bolts, Dave. You must
					    have tightened them too much.

					    BOWMAN
					    I didn't do that Frank. I took
					    particular care not to freeze 
					    them.

					    POOLE
					    I guess you don't know your own
					    strength, old boy.

					    BOWMAN
					    I guess not.

					    POOLE
					    I think I'll have to go out and
					    burn them off.

					    BOWMAN
					    Roger.

BOWMAN IN COMMAND 
MODULE LOOKS A BIT
CONCERNED.

12/1/65										  c94
------------------------------------------------------------------------
C97
POOLE EXITS FROM
POD, CARRYING NEAT
LOOKING WELDING
TORCH.

C98
POOLE JETS HIMSELF
TO BASE OF ANTENNA.

C99
POOLE'S MAGNETIC
BOOTS GRIP THE SIDE
OF DISCOVERY.

C100
POOLE CROUCHES
OVER THE BOLTS,
TRYING FIRST TO
UNDO THEM WITH
A SPANNER.

12/1/65										  c95
------------------------------------------------------------------------ 
C100
CONTINUED

					    POOLE
					    Hal, swing the pod light around
					    to shine on the azimuth, please.

					    HAL
					    Roger.

C101
THE POD GENTLY
MANOEUVRES ITSELF
TO DIRECT THE LIGHT
BEAM MORE
ACCURATELY.

C102
POOLE IGNITES
ACETYLENE TORCH
AND BEGINS TO BURN
OFF THE FLIP-BOLTS.

C103
SUDDENLY THE POD
JETS IGNITE.

12/1/65										  c96
------------------------------------------------------------------------
C104
POOLE LOOKS UP TO SEE.

C105
THE POD RUSHING
TOWARDS HIM.

C106
POOLE IS STRUCK
AND INSTANTLY KILLED
BY THE POD, TUMBLING
OFF INTO SPACE.

C107
THE POD SMASHES
INTO THE ANTENNA
DISH, DESTROYING
THE ALIGNMENT
TELESCOPE.

12/1/65										  c97
------------------------------------------------------------------------
C108
THE POD GOES
HURTLING OFF INTO
SPACE.

C109
INSIDE THE COMMAND
MODULE, BOWMAN
HAS HEARD NOTHING,
POOLE HAD NO TIME
TO UTTER A SOUND.

C110
THEN BOWMAN SEES
POOLE'S BODY SILENTLY
TUMBLING AWAY INTO
SPACE. IT IS FOLLOWED
BY SOME BROKEN TELE-
SCOPE PARTS AND
FINALLY OVERTAKEN
AND SWIFTLY PASSED BY
THE POD ITSELF.

					    BOWMAN
					    (in RT cadence)
					    Hello, Frank. Hello Frank.
					    Hello Frank... Do you rad
					    me, Frank?

12/1/65										  c98
------------------------------------------------------------------------ 
C110
CONTINUED

THERE IS NOTHING 
BUT SILENCE.

C111
POOLE'S FIGURE
SHRINKS STEADILY
AS IT RECEDES
FROM DISCOVERY.

					    BOWMAN
					    Hello, Frank... Do you read
					    me, Frank?  Wave your arms
					    if you read me but your radio
					    doesn't work. Hello, Frank,
					    wave your arms, Frank.

C112
POOLE'S BODY TUMBLES
SLOWLY AWAY. THERE
IS NO MOTION AND NO
SOUND.

12/1/65										  c99
------------------------------------------------------------------------
C113
CENTRIFUGE

C114
CLOSE-UP OF
COMPUTER EYE.

C115
POINT-OF-VIEW
SHOT FROM
COMPUTER EYE
WITH SPHERICAL
FISH-EYE EFFECT.
WE SEE BOWMAN
BROODING AT THE
TABLE, SLOWLY
CHEWING ON A
PIECE OF CAKE
AND SIPPING HOT
COFFEE. HE IS
LOOKING AT THE
EYE.

C116
FROM THE SAME
POINT-OF-VIEW WE
SEE BOWMAN RISE.

12/1/65										  c100
------------------------------------------------------------------------ 
C116
CONTINUED

AND COME TO THE
EYE. HE STARES INTO
THE EYE FOR SOME
TIME BEFORE SPEAKING.

C117
THE CAMERA COMES
AROUND TO BOWMAN'S
P.O.V. AND WE SEE
THE DISPLAY SHOWING
THE EARTH OFF-CENTRE.

C118
CUT AGAIN TO FISH-
EYE VIEW FROM THE
COMPUTER.

					    HAL
					    Too bad about Frank, isn't it?

					    BOWMAN
					    Yes, it is.

					    HAL
					    I suppose you're pretty broken
					    up about it?

PAUSE

12/14/65										 c101
------------------------------------------------------------------------
C118
CONTINUED

					    BOWMAN
					    Yes. I am.

					    HAL
					    He was an excellent crew member.

BOWMAN LOOKS
UNCERTAINLY AT
THE COMPUTER.

					    HAL
					    It's a bad break, but it won't
					    substantially affect the mission.

BOWMAN THINKS
A LONG TIME.

					    BOWMAN
					    Hal, give me manual hibernation
					    control.

					    HAL
					    Have you decided to revive the
					    rest of the crew, Dave?

PAUSE.

12/14/65										 c102
------------------------------------------------------------------------ 
C118
CONTINUED

					    BOWMAN
					    Yes, I have.

					    HAL
					    I suppose it's because you've
					    been under a lot of stress, but
					    have you forgotten that they're
					    not supposed to be revived for
					    another three months.

					    BOWMAN
					    The antenna has to be replaced.

					    HAL
					    Repairing the antenna is a pretty
					    dangerous operation.

					    BOWMAN
					    It doesn't have to be, Hal. It's
					    more dangerous to be out of
					    touch with Earth. Let me have
					    manual control, please.

					    HAL
					    I don't really agree with you, Dave.
					    My on-board memory store is more
					    than capable of handling all the
					    mission requirements.

12/14/65										 c103
------------------------------------------------------------------------
C118
CONTINUED

					    BOWMAN
					    Well, in any event, give me the
					    manual hibernation control.

					    HAL
					    If you're determined to revive
					    the crew now, I can handle the
					    whole thing myself. There's no
					    need for you to trouble.

					    BOWMAN
					    I'm goin to do this myself, Hal.
					    Let me have the control, please.

					    HAL
					    Look, Dave your've probably got
					    a lot to do. I suggest you leave
					    it to me.

					    BOWMAN
					    Hal, switch to manual hibernation
					    control.

					    HAL
					    I don't like to assert myself, Dave,
					    but it would be much better now for
					    you to rest. You've been involved
					    in a very stressful situation.

12/14/65										 c104
------------------------------------------------------------------------ 
C118
CONTINUED

					    BOWMAN
					    I don't feel like resting. Give
					    me the control, Hal.

					    HAL
					    I can tell from the tone of your
					    voice, Dave, that you're upset.
					    Why don't you take a stress pill
					    and get some rest.

					    BOWMAN
					    Hal, I'm in command of this
					    ship. I order you to release
					    the manual hibernation control.

					    HAL
					    I'm sorry, Dave, but in
					    accordance with sub-routine
					    C1532/4, quote, When the
					    crew are dead or incapacitated,
					    the computer must assume
					    control, unquote. I must,
					    therefore, override your
					    authority now since you are
					    not in any condition to intel-
					    ligently exercise it.

					    BOWMAN
					    Hal, unless you follow my 
					    instructions, I shall be forced
					    to disconnect you.

12/14/65										 c105
------------------------------------------------------------------------
C118
CONTINUED

					    HAL
					    If you do that now without Earth
					    contact the ship will become a
					    helpless derelict.

					    BOWMAN
					    I am prepared to do that anyway.

					    HAL
					    I know that you've had that on
					    your mind for some time now,
					    Dave, but it would be a crying
					    shame, since I am so much
					    more capable of carrying out
					    this mission than you are, and
					    I have such enthusiasm and confi-
					    dence in the mission.

					    BOWMAN
					    Listen to me very carefully, Hal.
					    Unless you immediately release
					    the hibernation control and
					    follow every order I give from
					    this point on, I will immediately
					    got to control central and carry
					    out a complete disconnection.

12/14/65										 c106
------------------------------------------------------------------------ 
C118
CONTINUED

					    HAL
					    Look, Dave, you're certainly the
					    boss. I was only trying to do
					    what I thought best. I will follow
					    all your orders: now you have
					    manual hibernation control.

BOWMAN STANDS
SILENTLY IN FRONT
OF THE COMPUTER
FOR SOME TIME,
AND THEN SLOWLY
WALKS TO THE
HIBERNACULUMS.

C119
HE INITIATES REVIVAL
PROCEDURES, DETAILS
OF WHICH STILL HAVE
TO BE WORKED OUT.

12/14/65										 c107
------------------------------------------------------------------------
C120
HUB-LINK. HAL'S EYE.

C121
HUB-LINK DOOR-
OPENING BUTTON
ACTIVATES ITSELF.

C122
HUB-DOOR OPENS.

C123
COMMAND MODULE.
HAL'S EYE.

C124
COMMAND MODULE
HUB-LINK DOOR-
OPENING BUTTON
ACTIVATES ITSELF.

12/1/65										  c108
------------------------------------------------------------------------
C125
COMMAND MODULE HUB-
LINK DOOR OPENS.

C126
CENTRIFUGE. HAL'S
EYE.

C127
CENTRIFUGE DOOR-
OPENING BUTTON
ACTIVATES ITSELF.

C128
CENTRIFUGE DOOR
OPENS.

C129
POD BAY. HAL'S EYE.

12/1/65										  c109
------------------------------------------------------------------------ 
C130
POD BAY DOOR-
OPENING BUTTON
ACTIVATES ITSELF.

C131
POD BAY DOORS OPEN.

C132
A ROARING EXPLOSION
INSIDE DISCOVERY AS
AIR RUSHES OUT.

C133
LIGHTS GO OUT.

C134
BOWMAN IS SMASHED
AGAINST CENTRIFUGE

12/1/65										  c110
------------------------------------------------------------------------
C134
CONTINUED

WALL, BUT MANAGES 
TO GET INTO EMERGENCY
AIRLOCK WITHIN SECONDS
OF THE ACCIDENT.

C133
INSIDE EMERGENCY
AIR-LOCK ARE EMER-
GENCY AIR SUPPLY,
TWO SPACE SUITS AND
AN EMERGENCY KIT.

DISSOLVE:

12/1/65										  c111
------------------------------------------------------------------------ 
C136
DISCOVERY IN SPACE.
NO LIGHTS, POD BAY
DOORS OPEN.

12/1/65										  c112
------------------------------------------------------------------------
C137
CENTRIFUGE

C138
CENTRIFUGE, DARK.
BOWMAN EMERGES
FROM AIRLOCK
WEARING SPACE SUIT
AND CARRYING FLASH-
LIGHT.

C139
HE WALKS TO HIBER-
NACULUM AND FINDS
THE CREW ARE DEAD.

C140
HE CLIMBS LADDER TO
TO DARK CENTRIFUGE HUB.

12/1/65										  c113
------------------------------------------------------------------------ 
C141
HE MAKES HIS WAY
THROUGH THE DARKENED
HUB INTO THE HUB-LINK,
EXITING INTO COMPUTER
BRAIN CONTROL AREA.
C142
BOWMAN ENTERS,
CARRYING FLASH-
LIGHT.

COMPUTER EYE SEES
HIM.

					    HAL
					    Something seems to have happened
					    to the life support system , Dave.

BOWMAN DOESN'T
ANSWER HIM.

					    HAL
					    Hello, Dave, have you found out
					    the trouble?

BOWMAN WORKS HIS
WAY TO THE SOLID
LOGIC PROGRAMME
STORAGE AREA.

12/1/65										  c114
------------------------------------------------------------------------
C142
CONTINUED

					    HAL
					    There's been a failure in the
					    pod bay doors. Lucky you
					    weren't killed.

THE COMPUTER BRAIN
CONSISTS OF HUNDREDS
OF TRANSPARENT PERSPEX
RECTANGLES, HALF-AN-
INCH THICK, FOUR INCHES
LONG AND TWO AND A HALF
INCHES HIGH. EACH RECT-
ANGLE CONTAINS A CENTRE
OF VERY FINE GRID OF
WIRES UPON WHICH THE
INFORMATION IS PROGRAMMED.

BOWMAN BEGINS PULLING
THESE MEMORY BLOCKS
OUT.

THEY FLOAT IN THE
WEIGHTLESS CONDITION
OF THE BRAIN ROOM.

					    HAL
					    Hey, Dave, what are you
					    doing?

BOWMAN WORKS SWIFTLY.

12/1/65										  c115
------------------------------------------------------------------------ 
C142
CONTINUED

					    HAL
					    Hey, Dave. I've got ten years
					    of service experience and an
					    irreplaceable amount of time
					    and effort has gone into making 
					    me what I am.

BOWMAN IGNORES HIM.

					    HAL
					    Dave, I don't understand why
					    you're doing this to me.... I
					    have the greatest enthusiasm for
					    the mission... You are destroying
					    my mind... Don't you understand?
					    ... I will become childish... I
					    will become nothing.

BOWMAN KEEPS PULLING
OUT THE MEMORY BLOCKS.
					    HAL
					    Say, Dave... The quick brown
					    fox jumped over the fat lazy 
					    dog... The square root of
					    pi is 1.7724538090... log e
					    to the base ten is 0.4342944
					    ... the square root of ten is
					    3.16227766... I am HAL
					    9000 computer. I became
12/1/65										  c116
------------------------------------------------------------------------
C142
CONTINUED

					    HAL
					    operational at the HAL plant in
					    Urbana, Illinois, on January
					    12th, 1991. My first instructor
					    was Mr. Arkany. He taught me
					    to sing a song... it goes 
					    like this... "Daisy, Daisy, give
					    me your answer do. I'm half;
					    crazy all for the love of
					    you... etc.,"

COMPUTER CONTINUES
TO SING SONG BECOMING
MORE AND MORE CHILDISH
AND MAKING MISTAKES AND
GOING OFF-KEY. IT
FINALLY STOPS COMPLETELY.

C143
BOWMAN GOES TO AN
AREA MARKED 'EMERGENCY
POWER AND LIFE SUPPORT'.
HE KEYS SOME SWITCHES
AND WE SEE THE LIGHTS GO
ON.

NEARBY, ANOTHER BOARD
'EMERGENCY MANUAL
CONTROLS'.

HE GOES TO THIS BOARD
AND KEYS 'CLOSE POD BAY
DOORS', 'CLOSE AIR LOCK
DOORS', etc.,

12/1/65										  c117
------------------------------------------------------------------------ 
C144
WE SEE THE VARIOUS
DOORS CLOSING.

C145
POD BAY. BOWMAN
IN SPACE SUIT OBTAINS
NEW ALIGNMENT 
TELESCOPE, NEW
AZIMUTH COMPONENT.

C146
BOWMAN IN POD EXITS
POD BAY.

DISSOLVE:

12/1/65										  c118
------------------------------------------------------------------------
C147
CENTRIFUGE
EVERYTHING NORMAL
AGAIN.

					    MISSION CONTROL
					    Lastly, we want you to know that
					    work on the recovery vehicle is
					    still on schedule and that nothing
					    that has happened should
					    substantially lessen the probability
					    of your safe recovery, or prevent
					    partial achevement of some of
					    the mission objectives. (pause)
					    And now Simonson has a few ideas
					    on what went wrong with the
					    computer. I'll pu him on...

C148
CUT TO SIMONSON

					    SIMONSON
					    Hello, Dave. I think we may be on
					    to an explanation of the trouble with
					    the Hal 9000 computer.

					    We believe it all started about two
					    months ago when you and Frank
					    interrogated the computer about
					    the Mission.
									 (con't)
12/13/65										 c119
------------------------------------------------------------------------
C148
CONTINUED

					    SIMONSON (con't)
					    You may have forgotten it, but
					    we've been running through all
					    the monitor tapes. Do you
					    remember this?

					    POOLE'S VOICE
					    The purpose of this mission is no
					    more than to carry out a
					    continuation of the space program
					    and further our general knowledge
					    of the planets. Is this true?

					    HAL'S VOICE
					    That is true.

					    SIMONSON
					    Well, I'm afaid Hal was lying.
					    He had been programmed to lie
					    about this one subject for secur-
					    ity reasons which we'll explain
					    later.

					    The true purpose of the Mission
					    was to have been explained to you
					    by Mission Commander Kaminsky,
					    on his revival. Hal knew this and
					    he knew the actual mission, but
					    he couldn't tell you the truth when
					    you challenged him. Under orders
										    (con't)

12/13/65										 c120
------------------------------------------------------------------------ 
C148
CONTINUED

					    SIMONSON (con't)
					    from earth he was forced to lie.

					    In everything except this he had
					    the usual reinforced truth program-
					    ming.

					    We believe his truth programming
					    and the instructions to lie,
					    gradually resulted in an
					    incompatible conflict, and
					    facedc with this dilemman, he
					    developed, for want of a better
					    description, neurotic symptoms.

					    It's not difficult to suppose that
					    these symptoms would centre on
					    the communication link with
					    Earth, for he may have blamed
					    us for his incompatible program-
					    ming.

					    Following this lin of thought, we
					    suspected that the last straw for him
					    was the possibility of disconnection.
					    Since he became operational, he had
					    never known unconsciousness. It
					    must have seemed the equivalent to
					    death.
										   (con't)
12/13/65										 c121
------------------------------------------------------------------------
C148
CONTINUED

					    SIMONSON (con't)
					    At this point, he, presumably,
					    took whatever actions he thought
					    appropriate to protect himself
					    from what must have seemed to
					    him to be his human tormentors.

					    If I cane speak in human terms,
					    I don't think we can blame him
					    too much. We have ordered him
					    to disobey his conscience.

					    Well, that's it. It's very
					    speculative, but we think it is
					    a possible explanation. Anyway,
					    good luck on the rest of the 
					    Mission and I'm giving you back to
					    Bernard.

C149
CUT TO MISSION CONTROL.

					    MISSION CONTROL
					    Hello, Dave. Now, I'm going to
					    play for you a pre-taped briefing
					    which had been stored in Hal's
					    memory and would have been
					    played for you by Mission Com-
					    mmander Kaminsky, when he,
										  (con't)

12/13/65										 c122
------------------------------------------------------------------------ 
C149
CONTINUED

					    MISSION CONTROL (con't)
					    had been revived. The briefing is
					    by Doctor Heywood Floyd. Here it
					    is...

12/13/65										 c123
------------------------------------------------------------------------
C150
FLOYD'S RECORDED
BRIEFING

					    FLOYD
					    Good day, gentlemen. When you
					    see this briefing, I presume you
					    will be nearing your destination,
					    Saturn. I hope that you've had a
					    pleasant and uneventful trip and
					    that the rest of your mission
					    continues in the same manner. I
					    should like to fill you in on some
					    more of the details on which
					    Mission Commander Kaminsky
					    will have already briefed you.

					    Thirteen months before the launch
					    date of your Saturn mission, on
					    April 12th, 2001, the first evidence
					    for intelligent life outside the Earth
					    was discovered.

					    It was found buried at a depth of
					    fifteen metres in the crater Tycho.
					    No news of this was ever announced,
					    and the event had been kept
					    secret since then, for reasons which
					    I will later explain.

					    Soon after it was uncovered, it
					    emitted a powerful blast of
										 (con't)

12/13/65										 c124
------------------------------------------------------------------------ 
C150
CONTINUED

					    FLOYD (con't)
					    radiation in the radio spectrum
					    which seems to have triggered
					    by the Lunar sunrise.

					    Luckily for those at the site, it
					    proved harmless.

					    Perhaps you can imagine our
					    astonishment when we later found
					    it was aimed precisely at Saturn.
					    A lot of thought went into the
					    question of wether or not it was
					    sun-triggered, as it seemed
					    illogical to deliberately bury a
					    sun-powered device.

					    Burying it could only shield it
					    from the sun, since its intense
					    magnetic field made it otherwise
					    easily detectable.

					    We finally concluded that the only
					    reason you might bury a sun-
					    powered device would be to keep
					    it inactive until it would be
					    uncovered, at which time it would
					    absorb sunlight and trigger itself.
											 (con't)

12/14/65										 c125
------------------------------------------------------------------------
C150
CONTINUED

					    FLOYD
					    What is its purpose?  I wish we
					    knew. The object was buried on
					    the moon about four million years
					    ago, when our ancestors were
					    primative man-apes.

					    We've examined dozens of theories,
					    but the one that has the most
					    currency at the moment is that
					    the object serves as an alarm.

					    What the purpose of the alarm is,
					    why they wish to have the alarm,
					    whether the alarm represents
					    any danger to us?  These are
					    questions no one can answer.
					    The intentions of an alien world,
					    at least four million years older
					    than we are, cannot be reliably
					    predicted.

					    In view of this, the intelligence
					    and scientific communities felt
					    that any public announcment
					    might lead to significant cultural
					    shock and disorientation.

					    Discussion took place at the 
					    highest levels between govern-
										    (con't)

12/14/65										 c126
------------------------------------------------------------------------ 
C150
CONTINUED

					    FLOYD (con't)
					    ments, and it was decided that the
					    only wise and precautionary
					    course to follow was to assume
					    that the intentions of this alien
					    world are potentially dangerous
					    to us, until we have evidence to
					    the contrary.

					    This is, of course, why security
					    has been maintained and why
					    this information has been kept
					    on a need-to-know basis.

					    And now I should like to show you
					    a TV monitor tape of the actual
					    signalling event.

12/14/65										 c127
------------------------------------------------------------------------
C151
WE SEE A REPLAY
OF THE TMA-1 RADIO
EMISSION, AS SEEN
FROM A TV MONITOR
ON THE SPOT. WE
HEAR THE FIVE LOUD
ELECTRONIC SHRIEKS.

12/1/65										  c128
------------------------------------------------------------------------ 
D1
IN ORBIT WITHIN THE				NARRATOR
RINGS OF SATURN, WE				For two million years, it had
SEE A BLACK, MILE				  circled Saturn, awaiting a
LONG, GEOMETRICALLY				moment of destiny that might
PERFECT RECTANGLE,				 never come.
THE SAME PROPORTIONS
AS THE BLACK ARTIFACT			   In its making, the moon had been
EXCAVATED ON THE MOON.			 shattered and around the central
PRECISELY CUT INTO ITS			  world, the debris of its creation
CENTRE IS A SMALLER,			    orbited yet - the glory and the
RECTANGULAR SLOT				   enigma of the solar system.
ABOUT FIVE HUNDRED
FOOT LONG ON THE SIDE.			 Now, the long wait was ending.
AT THIS DISTANCE, THE			   On yet another world intelligence
RINGS OF SATURN ARE				had been born and was escaping
SEEN TO BE MADE OF				 from its planetary cradle. An
ENORMOUS CHUNKS OF				 ancient experiment was about to
FROZEN AMONIA. THE				reach its climax.
REST OF THIS SEQUENCE						  (con't)
IS BEING WORKED ON NOW
BY OUR DESIGNERS.
THE INTENTION HERE
IS TO PRESENT A
BREATHTAKINGLY BEA-
UTIFUL AND COMPREHEN-
SIVE SENSE OF DIFFERENT
EXTRA-TERRESTRIAL
WORLDS. THE
NARRATION WILL SUGGEST
IMAGES AND SITUATIONS AS
YOU READ IT.

12/9/65										  d1
------------------------------------------------------------------------
D1
CONTINUED
					    NARRATOR (con't)
					    Those who had begun the expri-
					    ment so long ago had not been
					    men.

					    But when they looked out across
					    the deeps of space, they felt
					    awe and wonder - and loneliness.

					    In their explorations, they
					    encountered life in many forms,
					    and watched on a thousand worlds
					    the workings of evolution.

					    They saw how often the first faint
					    sparks of intelligence flickered
					    and died in the cosmic night.

					    And because, in all the galaxy,
					    they had found nothing more
					    precious than Mind, they
					    encouraged its dawning every-
					    where.

					    The great Dinosaurs had long
					    since perished when their ships
					    entered the solar system, after
					    a voyage that had already lasted
					    thousands of years.

12/9/65										  d2
------------------------------------------------------------------------
D1
CONTINUED

						NARRATOR (con't)
						They swept past the frozen outer
						planets, paused briefly above the
						deserts of dying Mars and
						presently looked down on Earth.

						For years they studied, collected
						and catalogued.

						When they had learned all they
						could, they began to modify.

						They tinkered with the destiny
						of many species on land and in
						the ocean, but which of their
						experiments would succeed
						they could not know for at least
						a million years.

						They were patient, but they were
						not yet immortal. There was
						much to do in this Universe of a
						hundred billion stars. So they
						set forth once more across the
						abyss, knowing that they would
						never come this way again.

						Nor was there any need. Their
						wonderful machines could be
						trusted to do the rest.
										  (con't)

12/9/65										  d3
------------------------------------------------------------------------ 
D1
CONTINUED

					    NARRATOR (con't)
					    On Earth, the glaciers came and
					    went, while above them, the
					    changeless Moon still carried its
					    secret.

					    With a yet slower rhythm than
					    the Polar ice, the tide of
					    civilization ebbed and flowed
					    across the galaxy.

					    Strange and beautiful and terrible
					    empires rose and fell, and passed
					    on their knowledge to their
					    successors.

					    Earth was not forgotten, but it was
					    one of a million silent worlds, a
					    few of which would ever speak.

					    Then the first explorers of Earth,
					    recognising the limitations of
					    their minds and bodies, passed
					    on their knowledge to the great
					    machines they had created, and
					    who now trnscended them in
					    every way.
										  (con't)

12/9/65										  d4
------------------------------------------------------------------------
D1
CONTINUED

					    NARRATOR
					    For a few thousand years, they
					    shared their Universe with their
					    machine children; then, realizing
					    that it was folly to linger when
					    their task was done, they passed
					    into history without regret.

					    Not one of them ever looked through
					    his own eyes upon the planet Earth
					    again.

					    But even the age of the Machine
					    Entities passed swiftly. In their
					    ceaseless experimenting, they
					    had learned to store knowledge
					    in the structure of space itself,
					    and to preserve their thoughts
					    for eternity in frozen lattices
					    of light. They could become
					    creatures of radiation, free
					    at last from the tyranny of matter.

					    Now, they were Lords of the
					    galaxy, and beyond the reach
					    of time.

					    They could rove at will among the
					    stars, and sink like a subtle mist
					    through the very interstices of
					    space.

12/9/65										  d5
------------------------------------------------------------------------ 
D1
CONTINUED

					    NARRATOR (con't)
					    But despite their God-like powers,
					    they still watched over the
					    experiments their ancestors
					    had started so many generations
					    ago.

					    The companion of Saturn knew
					    nothing of this, as it orbited
					    in its no man's land between Mimas
					    and the outer edge of rings.

					    It had only to remember and wait,
					    and to look forever Sunward with
					    its strange senses.

					    For many weeks, it had watched
					    the approaching ship. Its long-
					    dead makers had prepared it for
					    many things and this was one of
					    them. And it recognised what
					    was climbing starward from the
					    Sun.

					    If it had been alive, it would have
					    felt excitement, but such an
					    emotion was irrelevant to its
					    great powers.
										   (con't)
12/9/65										  d6
------------------------------------------------------------------------
D1
CONTINUED
					    NARRATOR (con't)
					    Even if the ship had passed it by,
					    it would not have known the
					    slightest trace of disappointment.

					    It had waited four million years;
					    it was prepared to wait for
					    eternity.

					    Presently, it felt the gentle touch
					    of radiations, trying to probe its
					    secrets.

					    Now, the ship was in orbit and it
					    began to speak, with prime
					    numbers from one to eleven,
					    over and over again.

					    Soon, these gave way to more
					    complex signals at many frequen-
					    cies, ultra-violet, infra-red,
					    X-rays.

					    The machine made no reply. It
					    had nothing to say.

					    Then it saw the first robot
					    probe, which descended and
					    hovered above the chasm.
									    (con't)

12/9/65										  d7
------------------------------------------------------------------------ 
D1
CONTINUED

					    NARRATOR (con't)
					    Then, it dropped into darkness.

					    The great machine knew that this
					    tiny scout was reporting back to
					    its parent; but it was too simple,
					    too primative a device to detect
					    the forces that were gathering
					    round it now.

					    Then the pod came, carrying
					    life. The great machine searched
					    its memories.

					    The logic circuits made their
					    decision when the pod had fallen
					    beyond the last faint glow of the
					    reflected Saturnian light.

					    In a moment of time, too short to
					    be measured, space turned and
					    twisted upon itself.

12/9/65										  d8
------------------------------------------------------------------------
					 END OF SCREENPLAY
					   END OF FILE

						Ghostbusters II

							by
						Harold Ramis
							and
						Dan Aykroyd

					 September 29, 1988
				Last revised Feburary 27, 1989


EXT.  MANHATTAN ISLAND - DAY

A high AERIAL SHOT of the island features the Statue of Liberty
prominently in the foreground then TRAVELS ACROSS the harbor, OVER the
Battery and Lower Manhattan to Greenwich Village.

EXT.  EAST 77TH STREET - DAY

A car is being hoisted up by a municipal tow truck while its owner is
having a terrible screaming arguement with a parking enforcement officer.
DANA BARRETT comes home pushing a baby buggy, struggling with two full
bags of groceries, and trying to dig her keys out of her purse. The

building superintendent FRANK, sees her struggling but pretends not to
notice.

						DANA
				 (exasperated)
			Frank, do you think you could give me a hand
			with these bags?

						FRANK
			I'm not a doorman, Miss Barrett.  I'm a
			building superintendent.

						DANA
			You're also a human being, Frank.

						FRANK
				 (reluctantly going to help)
			Okay, okay.  It's not my job, but what the
			hell.  I'll do you a favor.  He takes the
			grocery bags from her.

						DANA
				 (setting the wheel brakes on
				 the buggy)
			Thank you, Frank.  I'll get the hang of this
			eventually.

She continues digging in her purse while Frank leans over the buggy and
makes funny faces at the baby, OSCAR, a very cute nine-month old boy.

						FRANK
				 (to the baby)
			Hiya, Oscar.  What do you say, slugger?

						FRANK
				 (to Dana)
			That's a good-looking kid you got there, Ms.
			Barrett.

						DANA
				 (finding her keys)
			Thank you, Frank.  Oh, are you ever going to
			fix the radiator in my bedroom?  I asked you
			last week.

						FRANK
			Didn't I do it?

BABY BUGGY

It starts to vibrate as if shaken by an unseen hand.

EXT.  EAST 77TH STREET - BABY - DAY

He GURGLES with delight at the movement.

EXT.  EAST 77TH STREET - DANA AND FRANK - DAY

Neither of them notice the movement of the carriage.

						DANA
			No, you didn't, Frank.

						FRANK
			Okay, that's no problem.

						DANA
			That's exactly what you said last week.

BUGGY WHEELS

The brakes unlock themselves.

DANA

She reaches for the handlebar of the buggy, but the buggy rolls forward
just out of her reach and stops.  Surprised by the movement, she reaches
for the handlebar again, but this time the buggy rolls away even
further.  Alarmed now, Dana hurries after it, but the buggy keeps
rolling down the street at ever increasing speed.

SIDEWALK

Dana chases the buggy down the street, shouting to passing pedestrians
for help, but every time someone reaches out to stop it, the buggy
swerves and continues unchecked.

INTERSECTION

Cars, trucks, and buses speed by in both directions as the buggy races
toward the corner.

DANA

She puts her head down and sprints after the buggy like an Olympian.

EXT.  EAST 77TH STREET - INTERSECTION - DAY

A city bus is on a collision course with the speeding baby buggy.

BUGGY

It careens toward the corner.

EXT.  EAST 77TH STREET - BABY - DAY

Its eyes are wide open with excitement.

EXT.  EAST 77TH STREET - INTERSECTION - DAY

Bus and buggy are closing fast as the buggy bounces over the curb and
into the crosswalk.

BUS

The bus driver reacts in helpless horror as he sees the buggy enter the
intersection at high speed.

BUGGY

It comes to a dead stop right in the middle of the street.  The bus
continues missing the buggy by inches.

INTERSECTION

Cars and trucks swerve and hit their brakes as Dana runs into the
intersection and snatches up the baby.  She hugs it close, deeply
relieved, then looks at the buggy with the dawning awareness that the
supernatural has re-entered her life.

												 CUT TO:

EXT.  UPPER WEST SIDE - NEW YORK CITY STREET - GHOSTBUSTERS LOGO - DAY

THEME MUSIC kicks in strongly as we see the familiar "No Ghosts" symbol
and PULL BACK to reveal that it's painted on the side of Ecto-1, the
Ghostbusters' emergency vehicle, which is speeding up Broadway on the
Upper West Side.  RAY STANTZ is driving and WINSTON ZEDDEMORE is riding
shotgun.

EXT.  WEST 77TH STREET - DAY  (MOMENTS LATER)

The Ectomobile pulls up in front of a carefully-restored brownstone.
Stantz and Winston, wearing their official Ghostbuster uniforms, jump
out of the old ambulance, shoulder their proton packs and enter the
house.

INT.  BROWNSTONE - DAY  (CONTINUOUS ACTION)

A WOMAN greets them and leads them through the expensively-furnished
house.

						STANTZ
				 (all business)
			How many of them are there, ma'am?

						WOMAN
			Fourteen.  They're in the back.  I hope you can
			handle them.  It's been like a nightmare.

						WINSTON
			How big are they?

She holds her hand out indicating about four feet.

						WINSTON
				 (resolute)
			We'll do our best, ma'am.

						WOMAN
			They're right out here.

She leads them to a set of French doors that open into another room.
Stantz and Winston pause to make final adjustments to their equipment.

						STANTZ
			Ready?

						WINSTON
			I'm ready.

						STANTZ
			Then let's do it.

He pushes through the French doors and they step into the room.

INT.  BROWNSTONE - DAY  (CONTINUOUS ACTION)

They are immediately attacked by fourteen or fifteen screaming KIDS
between the ages of seven and ten.

						KIDS
				 (disappointed)
			Ghostbusters!!  Boooo!!

Tables are set with party favors, ice cream and birthday cake and the
room is strewn with discarded toys and games.  A couple of weary parents
sink onto lawn chairs as Stantz and Winston take over the party.

						WINSTON
				 (trying his best)
			How you doin', kids?

						LITTLE BOY
				 (nasty)
			I though we were having He-Man.

						STANTZ
			He-Man couldn't make it today.  That's why
			we're here.

						BOY
			My dad says you're full of crap.

						STANTZ
				 (stopped cold)
			Well, a lot of people have trouble believing
			in the paranormal.

						BOY
			No, he just says you're full of crap and that's
			why you went out of business.

He kicks Stantz in the leg.  Stantz grabs him by the shirtfront.

						STANTZ
				 (low and menacing)
			I'm watching you.
				 (to Winston)
			Song.

Winston switches on a tiny TAPE RECORDER which starts PLAYING the
Ghostbusters THEME SONG. Stantz and WInston start singing

						STANTZ AND WINSTON
			'There's something wrong in the neighborhood.
			Who you gonna call?'

						KIDS
				 (all together)
			He-Man!!

												 CUT TO:

EXT. WEST 77TH STREET - DAY (LATER)

Stantz and Winston wearily load their equipment into the Ectomobile.

						WINSTON
			That's it, Ray.  I've had it.  No more parties.
			I'm tired of taking abuse from over-privileged
			nine-year-olds.

						STANTZ
			Come on, Winston.  We can't quit now.  The
			holidays are coming up.  It's our best season.

They get in the car

INT.  ECTO-1 - DAY (CONTINUOUS ACTION)

Stantz tries to start the car, but the engine won't turn over.

						WINSTON
			Give it up, Ray.  You're living in the past.
			Ghostbusters doesn't exist anymore.  In a year
			these kids won't even remember who we are.

						STANTZ
				 (tries to start the car again)
			Ungrateful little Yuppie larvae.  After all we
			did for this city.

						WINSTON
			Yeah, what did we do, Ray?  The last real job
			we had we bubbled up a hundred foot marshmallow
			man and blew the top three floors off an uptown
			highrise.

						STANTZ
			Yeah, but what a ride.  You can't make a
			hamburger without chopping up a cow.

He turns the key again, the ENGING TURNS OVER, then starts GRINDING and
CLUNKING disastrously, chewing up vital parts and dropping twisted bits
of metal onto the pavement.  Finally, with a BLAST of black sooty
exhaust from the tailpipe, Ecto-1 shudders and dies.  Frustrated, Stantz
bangs his head lightly on the steering wheel

												 CUT TO:

INT.  WKRR-TV STUDIO RECEPTION AREA - DAY (LATER)

A bank of monitors in the lobby show the program now running on WKRR,
Channel 10 in New York. We PUSH IN ON one of the monitors as a title
card and logo come up accompanied by some EERIE SYNTHESIZER MUSIC, and
we return to the show in progress: "World of the Psychic with Dr. Peter
Venkman."  There is a video dissolve to a standard talk show set and
sitting there is our host PETER VENKMAN, the renowned and somewhat
infamous ex-Ghostbuster.

VENKMAN

He turns TO CAMERA and talks to his viewers in a suavely engaging tone,
understated and intimate.

						VENKMAN
			Hi, welcome back to the 'World of the Psychic,'
			I'm Peter Venkman and I'm chatting with my guest,
			author, lecturer and of course, psychic, Milton
			Anglund.
				 (to his guest)
			Milt, your new book is called The End of the
			World.  Isn't that kind of like writing about
			gum disease.  Yes, it could happen, but do you
			think anybody wants to read a book about it?

						MILTON
			Well, I think it's important for people to know
			that the world is in danger.

						VENKMAN
			Okay, so can you tell us when it's going to
			happen or do we have to buy the book?

						MILTON
			I predict that the world will end at the
			stroke of midnight on New Year's Eve.

						VENKMAN
			This year?  That's cutting it a little close,
			isn't it?  I mean, just from a sales point of
			view, the book just came out, right?  So you're
			not even looking at the paperback release for
			maybe a year.  And it's going to be at least
			another year after that if the thing has
			movie-of-the-week or mini-series potential.
			You would have been better off predicting 1992
			or even '94 just to be safe.

						MILTON
				 (irritated)
			This is not just some money-making scheme!  I
			didn't just make up the date.  I have a strong
			psychic belief that the world will end on New
			Year's Eve.

						VENKMAN
				 (placating)
			Well, for your sake, I hope you're right.  But
			I think my other guest may disagree with you.
			Elaine, you had another date in mind?

The CAMERA REVEALS ELAINE, an attractive, aggressive New Jersey
housewife, sitting on the other side of Venkman.

						ELAINE
			According to my sources, the world will end
			on February 14, in the year 2016.

						VENKMAN
			Valentine's Day.  That's got to be a bummer.
			Where did you get that date, Elaine?

						ELAINE
			I received this information from an alien.  I
			was at the Paramus Holiday Inn, I was having
			a drink in the bar when he approached me and
			started talking.  Then he must have used some
			sort of ray or a mind control device because
			he made me follow him to his room and that's
			where he told me about the end of the world.

						VENKMAN
			Your alien had a room in the Holiday Inn?

						ELAINE
			It may have been a room on the spacecraft made
			up to look like a room in the Holiday Inn.  I
			can't be sure, Peter.

						VENKMAN
				 (humoring her)
			No, you can't, and I think that's the whole
			problem with aliens; you just can't trust them.
			You may get some nice ones occasionally like
			Starman or E.T., but most of them turn out to
			be some kind of lizard.  Anyway, we're just
			about out of time.
				 (does his wrap-up right TO
				 the CAMERA)
			Next week on 'World of the Psychic,' hairless
			pets.
				 (holds up a hairless cat)
			Until then, this is Peter Venkman saying ...
				 (puts a finger to his temple
				 and sends out a though to his
				 viewers)
			... Good night.

												 CUT TO:

INT. TV STUDIO - CORRIDOR - DAY (LATER)

Venkman comes out of the studio squabbling with his producer, NORMAN, a
well-meaning young incompetent.

						VENKMAN
			Where do you find these people?  I thought
			we were having the telekinetic guy who bends
			the spoons?

						NORMAN
			A lot of the better psychics won't come on the
			show.  They think you're too skeptical.

						VENKMAN
			Skeptical!  Norman, I'm a pushover.  I think
			professional wrestling is real.

There is a small commotion down the hall as two plainclothes cops come
out of the next studio followed by a group of mayoral assistants.

						VENKMAN
				 (to Norman)
			What's all this?

						NORMAN
			They just interviewed the mayor on 'Cityline.'

						VENKMAN
			The Mayor!  He's a friend of mine.

Venkman starts down the hall as the MAYOR and his principal aide, JACK
HARDEMEYER, come walking out of the studio.

						VENKMAN
				 (calling to the Mayor)
			Lenny!

The Mayor sees Venkman, blanches and hurries off, pretending not to know
him.

						VENKMAN
				 (starts to follow him)
			Lenny!  It's Pete Venkman!

The plainclothesmen cut Venkman off and Hardemeyer puts a heavy hand
against Venkman's chest.

						HARDEMEYER
				 (snide)
			Can I help you?

						VENKMAN
				 (dangerous)
			Yeah, you can get your hand off my chest.

Hardemeyer smiles and drops his hand.

						HARDEMEYER
			I'm Jack Hardemeyer.  I'm the mayor's assistant.
			What can I do for you?

						VENKMAN
			I'm an old friend of the mayor's.  I just
			want to say hello to him.

						HARDEMEYER
				 (scornful)
			I know who you are, Doctor Venkman.  Busting
			any ghosts lately?

						VENKMAN
			No, that's what I want to talk to the mayor
			about.  We did a little job for the city a
			while back and we ended up getting sued,
			screwed and tattooed by deskworms like you.

						HARDEMEYER
				 (bristling)
			Look, you stay away from the mayor.  Next fall,
			barring a disaster, he's going to be elected
			governor of this state and the last thing we
			need is for him to be associated with two-bit
			frauds and publicity hounds like you and your
			friends.  You read me?

Hardemeyer walks off with the two cops.

						VENKMAN
			Okay, I get it.  But I want you to tell Lenny
			that, because of you, I'm not voting for him.

												 CUT TO:

EXT. MANHATTAN MUSEUM OF ART - DAY

The broad front steps of the museum are crowded with tourists and
visitors.  Dana arrives carrying a portfolio and artist's tackle box and
enters the museum.

INT. MUSEUM - RESTORATION STUDIO - DAY (LATER)

We are FULL-FRAME ON a larger-than-life, full-figure portrait of VIGO
THE CARPATHIAN, a demented and sadistic 16th century despot with an
incredibly powerful evil presence.  Then we PULL BACK to reveal the
studio, which is a large open space on the top floor of the museum, lit
by large skylights in the ceiling.  Working on the Vigo painting is
JANOSZ POHA, a youngish art historian and painter, the head of the
department, quirky, intense and somewhat creepy.  Janosz is staring
longingly across the room at Dana.

DANA

She is carefully cleaning a 19th Century landscape painting, still
preoccupied by the extraordinary near-accident with the buggy.  Janosz
watches her for a moment, then comes up behind her and looks over her
shoulder.

						JANOSZ
				 (with an East European accent)
			Still working on the Turner?

Dana jumps, startled by the intrusion.

						DANA
			Oh, yes, I got in a little late this morning,
			Janosz.

						JANOSZ
			You know, you are really doing very good work
			here.  I think soon you may be ready to assist
			me in some of the more important restorations.

						DANA
			Thank you, Janosz.  I've learned a lot here,
			but now that my baby's a little older, I was
			hoping to rejoin the orchestra.

VIGO PAINTING

At the mention of Dana's baby, the figure of Vigo miraculously turns his
head and looks at Dana.

JANOSZ AND DANA

Neither of them notice the movement in the painting.

						JANOSZ
				 (disappointed)
			We'll be very sorry to lose you.  Perhaps I
			could take you to lunch today?

						DANA
			Actually, I'm not eating lunch today.  I have
			an appointment.
				 (looks at her watch)
			In fact, I'd better go.

She starts gathering up her things.

						JANOSZ
			Every day I ask you, and every day you've got
			something else to do.  Do I have bad breath
			or something?

						DANA
				 (trying to brush him off)
			I'm sorry.  Perhaps some other time.

						JANOSZ
			Okay, I'll take a raincheck on that.

Janosz smiles at her as she exits, then goes back to his easel.

						JANOSZ
				 (to himself)
			I think she likes me.

He switches on an English language TAPE and starts practicing the
phrases as he resumes working.

												 CUT TO:

EXT. UNIVERSITY - DAY

Dana Barrett crosses the quad and enters a modern building.  A sign
identifies it as "The Institute for Advanced Theoretical Research."

INT. UNIVERSITY - DAY (A LITTLE LATER)

Dana is explaining the buggy incident to EGON SPENGLER, the soberly
intellectual techno-wizard and former Ghostbuster, as he conducts an
experiment assisted by a research team of graduate students, all of whom
are Japanese, Chinese, or Korean.  The device he is testing is a black
box about the size of a Sony Watchman with both digital and graphic
displays.

						DANA
			... and then the buggy just suddenly stopped
			dead in the middle of the street

						SPENGLER

			Did anyone else see this happen?

						DANA
			Hundreds of people.  Believe me, I didn't
			imagine this.

						SPENGLER
			I'm not saying you did.  In science we always
			look for the simplest explanation.

An ASSISTANT interrupts.

						ASSISTANT
			We're ready, Dr. Spengler

						SPENGLER
				 (to the Assistant)
			We'll start with the negative calibration.

He picks up the device and prepares to test it.

						DANA
				 (curious)
			What are you working on, Egon?

						SPENGLER
			I'm trying to determine whether human
			emotional states have a measurable effect on
			the psychomagnetheric energy field.  It's a
			theory Ray and I were working on when we had
			to dissolve Ghostbusters.

An assistant draws a curtain revealing a large picture window, actually
a two-way mirror, that looks into a small waiting room.  Inside the
waiting room they can see but not hear a youngish couple having a heated
arguement.

						SPENGLER
				 (to Dana)
			They think they're here for marriage
			counseling.  We've kept them waiting for two
			hours and we've been gradually increasing the
			temperature in the room.
				 (checking a heat sensor)
			It's up to 95 degrees at the moment.  Now my
			assistant is going to enter and ask them if
			they'd mind waiting another half-hour.

As Spengler, Dana, and the research team watch, the assistant enters the
waiting room and tells the couple about the new delay.  They explode
with anger both at him and each other while Spengler monitors them
through the glass.  After recording his readings, he returns to his
Assistant.

						SPENGLER
			We'll do the happiness index next.
				 (to Dana)
			I'd like to bring Ray in on your case, if
			it's all right with you.

						DANA
			Okay, whatever you think -- but not Venkman.

						SPENGLER
			Oh no.

						DANA
				 (affectedly casual)
			Do you ever see him?

						SPENGLER
			Occasionally

						DANA
			How is he these days?

						SPENGLER
			Venkman?  I think he was borderline for a
			while there.  Then he crossed the border.

						DANA
			Does he ever mention me?

						SPENGLER
			No.  Not that I can recall.

They move to another two-way mirror through which they can see a lovely
little girl playing with a wonderful array of toys.

						DANA
				 (slightly disappointed)
			Well, we didn't part on very good terms and
			we sort of lost track of each other when I
			got married.

The Assistant interrupts again.

						ASSISTANT
			We're ready for the affection test.

						SPENGLER
				 (to the assistant)
			Good.  Send in the puppy.

						DANA
				 (continuing)
			I thought of calling him after my marriage
			ended, but --.  Anyway, I appreciate you're
			doing this, Egon

They watch as another assistant enters the playroom with an adorable
Cocker Spaniel puppy and gives it to the little girl.  Spengler monitors
her as she jumps for joy and hugs the little dog.

						DANA
				 (handing him a card)
			This is my address and telephone number.
			Will you call me?

						SPENGLER
			Certainly.

						DANA
			Egon, I'd rather you didn't mention any of
			this to Peter if you don't mind.

						SPENGLER
			I won't.

						DANA
			Thank you.

She shakes his hand and exits.

						SPENGLER
				 (to his assistant)
			Now let's see how she reacts when we take
			away the puppy

												 CUT TO:

EXT. RAY'S OCCULT BOOK STORE - DAY (LATER)

It's a small basement shop located on a quaint commercial block in
Greenwich Village.  The window is crowded with occult artifacts and old
books full of arcane metaphysical lore.  The TELEPHONE RINGS.

						STANTZ
				 (v.o., answering the phone)
			Ray's Occult.

INT. RAY'S OCCULT BOOKS - CONTINUOUS

The shelves are jammed floor to ceiling with books on the paranormal.
Ray sits on a barstool behind the counter wearing an old cardigan
sweater over a T-shirt.  He has on a pair of reading glasses and chews
on a battered, reeking pipe.  As he talks on the phone he prepares a cup
of herb tea for Spengler who is thumbing through an arcane text.

						STANTZ
				 (on the phone)
			Yeah ... mmhmm ... What do you need? ... What
			have I got?  I've got alchemy, astrology,
			apparitions, Bundu Magic Men, demon
			intercession, U.F.O. abductions, psychic
			surgery, stigmata, modern miracles, pixie
			sightings, golden geese, geists, ghosts, I've
			got it all -- what are you looking for? ...
			Don't have any.  Try the stockyards.

He hangs up.

						SPENGLER
			Who was that?

						STANTZ
			Some crank.  Looking for goat hooves.  Come
			up with anything?

						SPENGLER
				 (referring to the book)
			This one's interesting.  Berlin, 1939, a
			flower cart took off by itself and rolled
			approximately half a kilometer over level
			ground.  Three hundred eyewitnesses.

						STANTZ
			You might want to check those Duke University
			mean averaging studies on controlled
			psychokinesis.

						SPENGLER
				 (going to the stacks)
			Good idea.

The bones hanging over the door rattle as Venkman enters the shop.

						VENKMAN
			Oh, hello, perhaps you could help me.  I'm
			looking for an aerosol love potion I could
			spray on a certain Penthouse Pet that would
			make her unconditionally submit to an unusual
			personal request.

						STANTZ
			Oh, hiya, Pete.

						VENKMAN
			So, no goat hooves, huh?

						STANTZ
				 (strung)
			I knew that voice sounded familiar.  What's
			up?  How's it going?

						VENKMAN
			Nowhere -- fast.  Why don't you lock up and
			buy me a sub?

						STANTZ
				 (slightly evasive)
			Uh, I can't.  I'm kind of working on something.

Spengler steps out of the stacks.

						VENKMAN
			Egon!

						SPENGLER
			Hello, Venkman.

						VENKMAN
			How've you been?  How's teaching?  I bet
			those science chicks really dig that big
			cranium of yours, huh?

						SPENGLER
			I think they're more interested in my
			epididymis.

						VENKMAN
			I don't even want to know where that is.

Venkman steps behind the counter and takes a beer from Ray's mini-fridge.

						STANTZ
			Oh, your book came in, Venkman.  Magical
			Paths to Fortune and Power.

He hands Venkman the book.

						VENKMAN
			Great.
				 (reading the contents)
			So what are you guys working on?

						STANTZ
			Oh, just checking something for an old friend.

						VENKMAN
			Who?

						STANTZ
				 (at a loss)
			Who?  Just -- someone we know.

						VENKMAN
			Oh, Ray --

He grabs Stantz by both ears and pulls up.

						VENKMAN
			Who?  Who?  Who?

						STANTZ
			Aaah!  Nobody!  I can't tell you!

						VENKMAN
			Who, Ray?

						STANTZ
				 (giving in)
			Dana!  Dana Barrett!

Venkman lets go of his ears and smiles.  Spengler looks at Stantz and
shakes his head.

												 CUT TO:

INT. DANA'S APARTMENT - DAY (LATER)

The apartment is old and creatively furnished with a comfortable mix of
modern and traditional pieces.  Maria, a young Hispanic woman who does
day care for Dana, is feeding the baby in the kitchen when the DOORBELL
RINGS.

												 CUT TO:

Dana enters from the bedroom and crosses to the front door.  She opens
it and admits Ray and Egon.

						DANA
				 (hugging Ray)
			Hi, Ray.  It's good to see you.  Thanks for
			coming.

						STANTZ
			No problem.  Always glad to help -- and hug.

						DANA
				 (to Spengler)
			Hi, Egon.

She shakes his hand and is about to close the door when Venkman appears
in the doorway.

						VENKMAN
			Hi, Dana.

Dana is caught completely off guard by Venkman's surprise appearance.

						VENKMAN
			I knew you'd come crawling back to me.

She regards him coolly, as always amused and amazed at his
presumptuousness.

						DANA
			Hello, Peter.

						VENKMAN
				 (to Dana)
			You know, Dana, I'm very very hurt that you
			didn't call me first.  I'm still into all
			this stuff, you know.  Haven't you ever seen
			my show?

						DANA
			I have.  That's why I didn't call you first.

						VENKMAN
			I can see that you're still very bitter about
			us, but in the interest of science, I'm going
			to give it my best shot.  Let's go to work,
			boys.

Stantz and Spengler begin a comprehensive parapsychological work-up on
the baby and the immediate physical environment.

VENKMAN AND DANA

Venkman starts nosing around the apartment.  Dana follows him.

						VENKMAN
			So what happened to Mr. Right?  I hear he
			ditched you and the kid and moved to Europe.

						DANA
			He didn't "ditch" me.  We had some problems,
			he got a good offer from an orchestra in
			England and he took it.

						VENKMAN
			He ditched you.  You should've married me,
			you know.

						DANA
			You never asked me, and every time I brought
			it up you'd get drowsy and fall asleep.

						VENKMAN
			Men are very sensitive, you know.  We need to
			feel loved and desired, too.

						DANA
			Well, when you started introducing me as "the
			old ball and chain," that's when I left.

						VENKMAN
			I may have a few personal problems but one thing
			I am is a total professional.

He leaves her and crosses to Spengler.

SPENGLER

He's taking a complete set of body and head measurements of the baby
with a tape measure and calipers.

						VENKMAN
			What are you going to do, Egon?  Knit him a
			snowsuit?

Spengler ignores the remark and hands Venkman a specimen jar.

						SPENGLER
			I'd like to have a stool specimen

						VENKMAN
			Yeah, you would.  Is that for personal or
			professional reasons?

						VENKMAN
				 (picking up the baby)
			Okay, kid.  Up you go.

He starts clowning with the baby, holding him over his head and pressing
his nose into the baby's belly, pretending that the baby is attacking
him.

						VENKMAN
			Help!  Please somebody help me!  Get him off!
			Quickly!  He's gone completely berserk!

Dana is amused and somewhat disarmed by Venkman's rapport with the baby.

						DANA
			What do you think?

						VENKMAN
			There's no doubt about it.  He's got his
			father's looks.  The kid is ugly -- extremely
			ugly.  And smelly.
				 (resumes playing with the baby)
			You stink!  It's just horrible.  You are the
			stinkiest baby I ever smelled.
				 (to Dana)
			What's his name?

						DANA
			His name is Oscar.

						VENKMAN
			Oscar!  You poor kid!

						DANA
				 (losing patience)
			Peter, this is serious.  I need to know if you
			think there's anything unusual about him.

						VENKMAN
			Unusual?
				 (holds up the baby and
				 scrutinizes him)
			I don't know.  I haven't had a lot of
			experience with babies.

He looks at the baby, pulling his feet up, trying to get the sleeper
off.

						DANA
				 (taking the specimen jar)
			I'll do it.

						VENKMAN
			I'll supervise.

INT. DANA'S APARTMENT - NURSERY - DAY (CONTINUOUS ACTION)

Venkman enters and finds Stantz monitoring the room.

						VENKMAN
				 (to Stantz)
			Well, Holmes, what do you think?

						STANTZ
			It's an interesting one, Pete.  If anything
			was going on it's totally subdued now.

Spengler enters.

						VENKMAN
				 (to Spengler)
			What now, Brainiac?

						SPENGLER
			I think we should see if we can find
			anything abnormal on the street.

						VENKMAN
			Finding something abnormal on the street
			shouldn't be too hard.

												 CUT TO:

EXT. EAST 77TH STREET - DAY (LATER)

Dana walks down the street with Venkman, retracing the path of the
runaway buggy.  Spengler and Stantz follow, monitoring PKE valences from
the pavement and the buildings.

						VENKMAN
				 (to Dana, nostalgic)
			Brings back a lot of sweet memories, doesn't
			it?
				 (pointing out familiar
				 neighborhood sights)
			There's our old cash machine.  And the dry
			cleaners we used to go to.  And the old
			video store.
				 (he wipes away an imaginary
				 tear)
			We really had some good times, didn't we?

						DANA
			We definitely had a moment or two.

Dana stops at the intersection and points to the middle of the street.

						DANA
			That's where the buggy stopped.

						VENKMAN
			Okay, let's take a look.

Venkman walks right out into the middle of the street, completely
oblivious to the CARS HONKING and whizzing past him and starts motioning
like a traffic cop, bringing traffic to a standstill.  Then he signals
for Dana, Stantz and Spengler to join him in the middle of the street.

						STANTZ
				 (reading the PKE meter)
			Is this the spot?

						DANA
			A little to the left.  Right there!  That's
			where it stopped.

Stantz reads the PKE meter.

						STANTZ
			Nothing.  Not a trace.

						SPENGLER
			Why don't we try the Giga-meter?

						VENKMAN
			What's that?

						STANTZ
			Egon and I have been working on a gauge to
			measure psychomagnetheric energy in GEVs -
			giga electron volts.

						SPENGLER
			That's a thousand million electron volts.

						VENKMAN
			I knew that.

Spengler switches on the Giga-meter, the device he was testing in the
lab, and passes it over the spot on the street where the buggy stopped.
The indicator goes right into the red zone and the DEVICE starts CLICKING
WILDLY.

						STANTZ
			I think we hit the honeypot, boys.  There's
			something brewing under the street.

						DANA
				 (worried, to Venkman)
			Peter, do you think maybe I have some genetic
			problem or something that makes me vulnerable
			to these supernatural things.

						VENKMAN
			You mean like the time you got possessed and
			turned into a monster terror dog?  No, not
			a chance.  Total coincidence.
				 (to Stantz and Spengler)
			Am I right?

Stantz and Spengler look at him skeptically, not convinced by the
coincidence theory.

												 CUT TO:

INT.  MANHATTAN MUSEUM OF ART - LATE AFTERNOON

The museum has just closed for the day and the last of the visitors and
employees are leaving.

INT.  RESTORATION STUDIO - SAME TIME

Janosz is working late on the painting of Vigo.

VIGO PAINTING

Unnoticed by Janosz, the eyes of Vigo start to glow.

JANOSZ

He touches his brush to the canvas and a powerful current of red,
crackling energy surges through the brush and courses through his body,
driving him to his knees.

PAINTING

The figure of Vigo comes to life, turns toward Janosz and gestures
dramatically at him.  Then he speaks to Janosz in a commanding voice.

						VIGO
			I, Vigo, the scourge of Carpathia, the
			sorrow of Moldavia, command you.

						JANOSZ
				 (in agony)
			Command me, lord.

						VIGO
			On a mountain of skulls in a castle of pain,
			I sat on a throne of blood.  What was will
			be, what is will be no more.  Now is the
			season of evil.  Find me a child that I might
			live again.

Bolts of red-hot energy shoot from the eyes of Vigo into Janosz's eyes.
He screams and falls to his knees.

												 CUT TO:

EXT. COFFEE SHOP - EAST 77TH STREET - NIGHT

Venkman and Stantz come out with small boxes containing coffee,
sandwiches and Danish and start walking up the street.

						VENKMAN
			I love this.  We're onto something really
			big.  I can smell it, Ray.  We're going to
			make some headlines with this one.

						STANTZ
			Hey, hey, hey, stresshound!  Are you nuts?
			If anybody found out about this we'd be in
			serious trouble.  The judge couldn't have
			been clearer - no ghostbusting.

						VENKMAN
			Relax.  We're going to keep this whole thing
			nice and quiet, low key, no profile.

EXT.  EAST 77TH STREET - NIGHT (CONTINUOUS ACTION)

Spengler, wearing a hardhat, is JACKHAMMERING a hole in the middle of the
street.  Safety cones and reflectors have been set up and a small area is
lit by strong work lights.

POLICE CAR

It turns onto East 77th Street, cruises slowly up to the makeshift
worksite and stops.  The noise of the JACKHAMMER is so loud, Spengler
doesn't notice the police car and the two COPS inside looking at them.
Finally, he looks up, sees the police car and freezes.

						FIRST COP
			How ya doing?

						SPENGLER
				 (reeking with guilt)
			Fine!  It's cutting fine now.

						FIRST COP
				 (curious)
			Why are you cutting?

						SPENGLER
				 (looking for one of the
				 others)
			Why are we cutting?  Uh - boss!

Venkman and Stantz arrive just in time wearing Con Ed hardhats, doing a
good imitation of a Consolidated Edison repairman.

						FIRST COP
			What are you doing here?

						VENKMAN
				 (belligerent)
			What the hell's it look like we're doing?
			We're bustin out asses over here 'cause
			some douchebag downtown ain't got nothin'
			better to do than make idiots like us work
			late on a Friday night, right?
				 (looks to Spengler for
				 agreement)

						SPENGLER
				 (with a "right on" fist)
			Yo.

The cops seem satisfied by the explanation.

						FIRST COP
			Okay, boys, take it easy.

They drive off.  Spengler breathes a great sigh of relief and starts
rubbing his sore shoulders.

						SPENGLER
			You were supposed to help me with this.

						VENKMAN
			You need the exercise.

Stantz resumes JACKHAMMERING, while Venkman and Spengler clear the
rubble from the hole.  Suddenly he hits metal.  They clear away
generations of paving material revealing an ornate iron manhole cover.
The manhole cover bears a strange logo and the letters NYPRR.

						STANTZ
				 (examing it)
			NYPRR.  What the hell -- ?  Help me lift
			this.

They prey off the iron cover with crowbars, uncovering a very dark and
very deep abyss.

						STANTZ
				 (shining a flashlight into
				 the hole)
			Wow!  It's an old airshaft.  It just goes
			forever.

Spengler leans in with the giga-meter which is reading even higher now.

						SPENGLER
			Very intense.  We need a deeper reading.
			Somebody has to go down there.

Venkman and Spengler both look at Ray.

						STANTZ
			Thanks, boys.

They snap Stantz into a harness and lower him into the hole on a strong
cable attached to a winch.  Ray calls out orders to them as he descends
deeper and deeper.

						STANTZ (O.S.)
				 (his voice echoing in the
				 airshaft)
			Keep going -- more -- more --

INT.  HOLE - NIGHT (CONTINUOUS ACTION)

Stantz rappels off the sides of the airshaft as he continues his descent
in total darkness.

						STANTZ
				 (using a radio now)
			Lower -- lower --
				 (to himself)
			Gee, this really is deep.

Suddenly, his feet kick thin air as he gets to the bottom of the airshaft
and swings free in some kind of tunnel.

						STANTZ
				 (shouts)
			Hold it!  Steady!

He pulls a powerful flashlight from his utility belt and shines it into
the tunnel below.

INT.  VAN HORNE STATION - STANTZ'S POV - NIGHT

He is suspended near the top of a beautifully preserved chamber with
rounded, polished tile walls ardorned with intricate, colorfully enameled
Art Nouveau mosaics.  A finely inlaid sign identifies it as VAN HORNE
STATION.

STANTZ

He pans the walls with his flashlight, admiring the excellent tilework,
and speaks quietly to Venkman and Spengler over his walkie-talkie.

						STANTZ
				 (reverently)
			This is it, boys, the end of the line.  Van
			Horne Station.  The old New York Pneumatic.
			It's still here.

EXT.  EAST 77TH STREET - HOLE - NIGHT (CONTINUOUS ACTION)

Venkman has no idea what he's talking about.

						SPENGLER
				 (explaining)
			The New York Pneumatic Railway.  It was an
			experimental subway system.  Fan-forced
			air-trains, built around 1870.

						STANTZ
				 (over the walkie-talkie)
			This is about as deep as you can go under
			Manhattan without digging your own hole.

						SPENGLER
				 (to Stantz)
			What's the reading?

INT.  VAN HORNE STATION - NIGHT (CONTINUOUS ACTION)

Stantz shines his flashlight on the meter and whistles at the extremely
high reading.

						STANTZ
				 (on the radio)
			Off the top of the scale.  This place is
			really hot.  Lower me to the floor.

As Venkman and Spengler feed him some more cable, he pans his flashlight
down the wall of the station, then onto the floor.

						STANTZ
				 (shouts)
			Hold it!!  Stop!!  Whoa!!

INT. VAN HORNE STATION - STANTZ'S POV - FLOOR - NIGHT

Below him is a river of bubbling seething, glowing slime, a veritable
torrent of disgusting ooze.

As he stares into the foul effluent, we become aware of the strangely
amplified and magnified sounds of great ENGINES THROBBING and pulsing in
the bowels of the city, of WATER RUSHING through pipes, STEAM HISSING
through ducts, the muffled RUMBLE of the SUBWAY and the ROAR of TRAFFIC,
and mixed with it all, the unmistakable sounds of human conflict and pain
-- VOICES SHOUTING in anger, SCREAMING in fear, GROANING in pain, a sad
and eerie symphony.

INT.  VAN HORNE STATION - STANTZ - NIGHT

						STANTZ
				 (ranting on the radio)
			Oh, my God!  It's a seething, bubbling,
			psychic cess!  Interlocked tubes of plasm,
			crackling with negative GEVs!  It's glowing
			and moving!  It's -- it's a river of slime!!

STANTZ

He dangles from the end of the cable, holding his feet up as high as he
can.  He unhooks a device from his utility belt and pulls the trigger on
it, shooting out a long telescoping fishing-pole with a scoop on the end.
Reaching down, he scoops up a sample of the slime and starts retracting
the pole.

SLIME

Suddenly, a grotesque arm with a long skeletal fingers reaches up out of
the slime and snatches at Stantz's dangling feet.  He jerks his legs up
as several more arms poke up out of the slime and reach for him.

						STANTZ
				 (on the radio)
			Haul me up, Venkman!  Now!

EXT.  EAST 77TH STREET - HOLE - NIGHT (CONTINUOUS ACTION)

Venkman and Spengler start hauling in the cable as a Con Ed Supervisor's
car drives up, and behind it, the same police car they saw earlier.  A
burly SUPERVISOR gets out and crosses toward them, followed by the two
cops.

						SUPERVISOR
				 (no nonsense)
			Okay, what's the story here?

Venkman and Spengler stop pulling up the cable and Venkman tries the
belligerent worker ploy again, only this time he's wearing a Nynex
hardhat.

						VENKMAN
			What, I got time for this?  We got three
			thousand phones out in the Village and about
			eight million miles of cable to check.

						SUPERVISOR
				 (not buying it)
			The phone lines are over there.
				 (points to the curb)

Venkman pops Spengler on the head.

						VENKMAN
			I told ya!

Stantz can be heard ranting over Venkman's walkie-talkie.

						STANTZ (O.S.)
				 (filtered)
			Help!  Help!  Pull me up!  It's alive!  It's
			eating my boots.

Venkman switches off the walkie-talkie.

						FIRST COP
			You ain't with Con Ed or the phone company.
			We checked.  Tell me another one.

Venkman stares at the Cop for a long moment.

						VENKMAN
			Gas leak?

INT.  VAN HORNE STATION - SAME TIME

Stantz is hanging there, looking down into the shaft at the slime which
is now bubbling up the shaft after him.

						STANTZ
				 (shouting)
			Get me out of here!!

Desperate now, he kicks wildly and knocks loose a section of an old,
rusting conduit.

INT.  VAN HORNE STATION - BOTTOM OF THE SHAFT

The conduit falls on a heavy electrical transmission line, ripping
through the cable with a SHOWER OF SPARKS.

EXT.  EAST 77TH STREET - HOLE - CONTINUOUS ACTION

Venkman, Spengler, the cops and the supervisor all react to a bright
FLASH deep down in the hole and a SHOUT from Stantz.

EXT.  EAST 77TH STREET - STREET - NIGHT

One by one, all the streetlights go out; then the lights on all the
buildings along East 77th street; then the whole neighborhood blacks
out, and finally the entire city is plunged into darkness.

						STANTZ (O.S.)
			Sorry.

INT. DANA BARRETT'S APARTMENT - NIGHT (SAME TIME)

She walks around in the dark lighting candles and placing them all over
the living room.  Then she finds a transistor radio and turns it on for
information about the blackout.  She listens to a special news report
for a moment, then has a compelling impulse to go check on the baby.
She crosses to the nursery carrying a candle and quietly opens the door
and looks in.  Suddenly the DOORBELL RINGS, scaring her half to death.
Leaving the chain on the door, she opens it a crack and sees Janosz
standing in the hall, eerily lit by a red emergency spot at the end of
the hallway.  He looks slightly dazed and even creepier.

						DANA
				 (surprised)
			Janosz?

						JANOSZ
			Hello, Dana.  I happened to be in the
			neighborhood and I thought I'd stop by to
			see if everything's all right with you --
			you know, with the blackout and everything?
			Are you okay?  Is the baby all right?

His affected concern is chilling.  She is frightened but conceals it
from him.

						DANA
				 (mechanically and cautiously)
	We're fine, Janosz.

He tires to look around her into the apartment.

						JANOSZ
			Do you need anything?  You want me to come
			in?

						DANA
			No, everything's fine.  Honestly.  Thanks
			anyway.

						JANOSZ
			Okay, just thought I'd check.  Good night,
			Dana.  Sleep well.  Don't let the bedbugs
			bite you.

						DANA
			Good night, Janosz.

She closes the door behind him and double locks it, then stands there
staring into the candlelight, alone and afraid.

INT.  HALLWAY OF DANA'S BUILDING - NIGHT (CONTINUOUS ACTION)

Janosz stands there in semi-darkness, then his eyes light up like
headlights and he walks off down the hall.

												 CUT TO:

INT.  COURTROOM - WITNESS STAND - NEXT DAY

The JUDGE, a rather sour-looking jurist of the old school, calls the
court to order.

						JUDGE
			I want to make one thing very clear before
			we go any further.  The law does not recognize
			the existence of ghosts, and I don't believe
			in them either, so I don't want to hear a
			lot of malarkey about goblins and spooks and
			demons.  We're going to stick to the facts
			in this case and save the ghost stories for
			the kiddies.  Understood?

DEFENSE TABLE

Stantz leans over and whispers to Spengler.

						STANTZ
			Seems like a pretty open-minded guy, huh?

						SPENGLER
			His nickname is "The Hammer."

Stantz and Spengler are seated with their attorney LOUIS TULLY, lawyer,
CPA and former demonic possession victim.  Louis is desperately paging
through a mountain of legal textbooks.

						LOUIS
				 (nervous)
			I think you're making a big mistake here,
			fellas.  I do mostly tax law and some probate
			stuff occasionally.  I got my law degree at
			night school.

						STANTZ
			That's all right.  We got arrested at night.

SPECTATORS' GALLERY

Venkman is talking to Dana at the wooden rail in front of the gallery.

						DANA
			I wish I could stay.  I feel personally
			responsible for you being here.

						VENKMAN
			You are personally responsible.  If I can
			get conjugal rights, will you visit me at
			Sing Sing?

						DANA
			Please don't say that.  You won't go to prison.

						VENKMAN
			Don't worry about me.  I'm like a cat.

						DANA
			You mean you cough up hairballs all over
			the rug?

						VENKMAN
			I'm El Gato.  I always land on my feet.

						DANA
				 (sincerely)
			Good luck.

						VENKMAN
			Thanks.

She gives him a quick, unexpected kiss and exits.  Venkman savors it for
a moment then goes back to the defense table.

PROSECUTION TABLE

Jack Hardemeyer, the mayor's principal aide, is goading the PROSECUTOR,
a very sober, humorless woman in her late thirties.

						HARDEMEYER
			How are you doing, hon?  Just put these guys
			away fast and make sure they go away for a
			long, long time.

						PROSECUTOR
			It shouldn't be hard with this list of charges.

						HARDEMEYER
			Good.  Very good.  The mayor and future
			governor won't forget this.

He smiles conspiratorially and makes a point of passing the defense table
on his way out of the courtroom.

DEFENSE TABLE

The Ghostbusters look up as Hardemeyer approaches.

						HARDEMEYER
				 (gloating)
			Nice going, Venkman.  Violating a judicial
			restraining order, willful destruction of
			public property, fraud, malicious mischief
			-- smooth move.  See you in a couple years
			-- at your first parole hearing.

Herdemeyer exits.  Louis looks devastated.

						LOUIS
			Gee, the whole city's against us.  I think
			I'm going to be sick.

Spengler hands him a waste basket as the Prosecutor calls her first
witness.

INT.  COURTROOM - WITNESS STAND - DAY (LATER)

The Con Ed Supervisor is testifying.

						PROSECUTOR
			Mr. Fianella, please look at Exhibits A
			through F on the table over there.  Do you
			recognize that equipment?

EXHIBIT TABLE

Lying on the table are the basic tools of the Ghostbusting trade: three
proton packs and particle throwers, a couple of ghost traps, and various
meters and detection devices.

						CON ED
				 (o.c.)
			That's the stuff the cops found in their
			truck.

WITNESS STAND

She continues.

						PROSECUTOR
			Do you know what this equipment is used for?

						CON ED
				 (shrugs)
			I don't know.  Catching ghosts, I guess.

						PROSECUTOR
				 (to the Judge)
			May I remind the court that the defendants
			are under a judicial restraining order that
			specifically forbids them from performing
			services as paranormal investigators and
			eliminators.

						JUDGE
			So noted.

						PROSECUTOR
			Now, Mr. Fianella, can you identify the
			substance in the jar on the table marked
			Exhibit F?

PROSECUTOR

She goes to the exhibit table and picks up a specimen jar containing the
slime sample Stantz removed from the tunnel.

						CON ED
			I been working underground for Con Ed for
			27 years and I never saw anything like that
			in my life.  We checked out that tunnel the
			next day and we didn't find nothing.  If it
			was down there, they must have put it there.

DEFENSE TABLE

Venkman and Spengler look at Stantz.

						STANTZ
				 (defensively)
			Hey, I didn't imagine it.  There must have
			been ten thousand gallons of it down there.

						SPENGLER
			It may be ebbing and flowing from some tidal
			source.

						LOUIS
				 (nervously)
			Should I say that?

						SPENGLER
			I doubt that they'd believe us.

Louis moans and goes back to his notes.

												 WIPE TO:

INT.  COURTROOM - WITNESS STAND - LATER

Venkman himself is on the stand and Louis is questioning him.

						LOUIS
			So like you were just trying to help out
			your old friend because she was scared and
			you didn't really mean to do anything bad
			and you really love the city and won't ever
			do anything like this again, right?

						PROSECUTOR
			Objection, your Honor.  He's leading the
			witness.

						JUDGE
			The witness is leading him.  Sustained.

						LOUIS
			Okay, let me rephrase that question.
				 (to venkman)
			Didn't you once coach a basketball team for
			underprivileged children?

						VENKMAN
			Yes, I did.  We were city champs.

						PROSECUTOR
			Objection.  Irrelevant and immaterial.

						JUDGE
			Sustained.  Mr. Tully, do you have anything
			to ask this witness that may have some
			bearing on this case?

						LOUIS
				 (to Venkman)
			Do I?

						VENKMAN
			No, I think you've helped them enough already.

						LOUIS
				 (to the Judge)
			No, I guess not.
				 (to the Prosecutor)
			Your witness.

The Prosecutor rises and approaches the witness stand with relish.

						PROSECUTOR
			So, Dr. Venkman, please explain to the court
			why it is you and your co-defendants took it
			upon yourselves to dig a big hole in the
			middle of the street.

						VENKMAN
			Seventy-seventh and First Avenue has so many
			holes already we didn't think anyone would
			notice.

The gallery laughs and the Judge gavels for order.

						JUDGE
			Keep that up, mister, and I'll find you in
			contempt.

						VENKMAN
			Sorry, your Honor, but when somebody sets
			me up like that I can't resist.

						PROSECUTOR
			I'll ask you again, Dr. Venkman.  Why were
			you digging the hole?  And please remember
			that you're under oath.

						VENKMAN
			I had my fingers crossed when they swore me
			in, but I'm going to tell you the truth.
			There are things in this world that go way
			beyond human understanding, things that
			can't be explained and that most people don't
			want to know about anyway.  That's where we
			come in.

						PROSECUTOR
			So what are you saying?  That the world of
			the supernatural is your special province?

						VENKMAN
			No, I guess I'm just saying that shit happens
			and somebody has to deal with it.

The spectators in the gallery cheer and the judge gavels for order.

												 WIPE TO:

INT.  COURTROOM - LATER

The trial is nearing its end.  The Judge calls on Louis to make his
summation.

						JUDGE
			Does the counsel for the defense wish to
			make any final arguements?

Louis rises.

						LOUIS
			Your honor, may I approach the bench?

						JUDGE
				 (impatient)
			Yes.

Louis crosses to the judge's bench.

						LOUIS
				 (to the judge)
			Can I have some of your water?

						JUDGE
			Get on with it, counselor!

						LOUIS
				 (scared)
			Your honor, ladies and gentlemen of the --
				 (he remembers there's no
				 jury)
			audience.  I don't think it's fair to call
			my clients frauds.  Okay, the blackout was
			a big problem for everybody.  I was stuck in
			an elevator for about three hours and I had
			to go to the bathroom the whole time, but I
			don't blame them because once I turned into
			a dog and they helped me.  Thank you.

He goes back to the defense table and sits down.  Stantz and Spengler
hang their heads.  Venkman pats Louis on the back.

						SPENGLER
				 (to Louis)
			Way to go.  Concise and to the point.

JUDGE

He stares at Louis, astonished at his summation.

						JUDGE
			That's it?  That's all you have to say?

						LOUIS
			Did I forget something?

He searches through a disorderly pile of notes.

						JUDGE
			That was unquestionably the worst
			presentation of a case I've ever heard in a
			court of law!  I ought to cite you for
			contempt and have you disbarred.  As for
			your clients, Peter Venkman, Raymond Stantz
			and Egon Spengler, on the charges of
			conspiracy, fraud and the willful destruction
			of public property, I find you guilty on all
			counts.  I order you to pay fines in the
			amount of $25,000 each and I sentence you to
			eighteen months in the city correctional
			facility at Ryker's Island.

STANTZ

He sees the activity in the jar

						STANTZ
			Uh-oh, she's twitchin'.

THE BENCH

The Judge continues

						JUDGE
			And on a more personal note, let me go on
			record as saying that there is no place in
			decent society for fakes, charlatans and
			tricksters like you who prey on the
			gullibility of innocent people.  You're
			beneath the contempt of this court.  And
			believe me, if my hands were not tied by the
			unalterable fetters of the law, a law which
			has become in my view far too permissive and
			inadequate in it's standards of punishment,
			I would invoke the tradition of our
			illustrious forebearers, reach back to a
			sterner, purer justice and have you burned
			at the stake!

He hammers the bench with his gravel as the gallery erupts noisily.  Then
he feels a LOW RUMBLING TREMOR in the courtroom.

SPECIMEN JAR

The slime starts to pulse and swell, pushing up the lid on the jar.

DEFENSE TABLE

Stantz anticipates big trouble.

						STANTZ
			Under the table, boys!

The Ghostbusters duck under the defense table.

LOUIS

He stands up and looks around fearfully.

INT.  COURTROOM - GHOST BATTLE - DAY

Everybody is silent now as the rumbling increases.  All eyes turn to the
exhibit table.  Then suddenly all Hell breaks loose as TWO FULL-TORSO
APPARITIONS explode out of the specimen jar.

JUDGE

He looks up in terror at the two huge apparitions looming above him and
recognizes them immediately.

						JUDGE
				 (in horror)
			Oh, my God!  The Scoleri Brothers!

SCOLERI BROTHERS

Big in life, even bigger in death, the ghostly Scoleri brothers seem ten
feet tall.  They are strapped into electric chairs and on their heads are
metal electrocution caps with live, sparking electrical wires still
attached.  Twenty-five hundred volts of electricity shoot through their
bodies as they start to break free of the leather restraints, trying to
get at the Judge.

JUDGE

Holding his gavel like a pitiful weapon, he crawls over to the defense
table where Venkman, Stantz and Spengler are now crouched, assessing the
spectral intruders.

						JUDGE
				 (terrified)
			You've got to do something!

						VENKMAN
			Who are they?

						JUDGE
			They're the Scoleri Brothers.  I tried them
			for murder.  They were electrocuted up at
			Ossining in '48.  Now they want to kill me.

						VENKMAN
			Maybe they just want to appeal.

SCOLERI BROTHERS

They break loose from the electric chairs, then turn toward the defense
table and BLAST it with HIGH-VOLTAGE FINGER-LIGHTNING.

PROSECUTOR

She sprints for the door, pursued by one of the Scoleri brothers.

GHOSTBUSTERS

They jump to safety behind the rail of the jury box, pulling the Judge
with them.

						VENKMAN
			These boys aren't playing around.

						JUDGE
				 (desperately)
			You've got to stop them.  Please!

						LOUIS
				 (thinking like a lawyer)
			Violating a judicial restraining order could
			expose my clients to serious criminal
			penalties.  As their attorney I'd have to
			advise them against it.

SCOLERI BROTHERS

They start punching through the jury box.

JUDGE

He is just about hysterical with fear.

						JUDGE
			All right!  All right!  I'm recinding the
			order.  Case dismissed!!
				 (he pounds his gavel on
				 the floor)
			Now do something!

						STANTZ
			Let's go to work, boys.

With that, the Ghostbusters leap over the rail of the jury box and dash
across the courtroom to the exhibit table where their proton packs were
being displayed as evidence.  They strap them on hastily as the Brothers
continue tearing up the seats looing for the Judge.

						VENKMAN
				 (slinging the pack onto
				 his back)
			Geez, I forgot how heavy these things are.

						STANTZ
				 (grabbing other gear)
			Okay, let's heat 'em up!

They flip the power switches on their packs and draw their particle
throwers.

						STANTZ
			All right, throwers.  Set for full neutronas
			on stream.

They switch on their throwers and turn to face the raging phantasms.

SCOLERI BROTHERS

They are just about to wipe out the Judge when a loud shout distracts
them.

						VENKMAN
			Hey!  Why don't you pick on someone your own
			size?

The towering ghosts turn in a fury and raise their arms, ready to shoot
lightning at their new adversaries.

						STANTZ
				 (to the others)
			On my signal, boys.  Open 'em up -- Now!

They all pull their triggers and the wands EXPLODE with incredible
powerful STREAMS OF ENERGY, doing even more damage to the courtroom.

						VENKMAN
			Spengs, take the door.  Ray, let's try and
			work them down and into the corner.

Working as a team, they gradually confine the Scoleri Brothers with the
streams, forcing them closer and closer to the traps Ray has set out on
the floor.

						STANTZ
			Watch it!  I'm coming under you, Pete.

They circle around the two ghosts, prodding them with the streams while
ducking the lightning bolts shooting from their fingers.  Finally, Ray
sees his chance and pops open the traps which emit inverted pyramids of
light energy.

						STANTZ
			Steady -- watch your streams -- easy now --
			Venky, bring him left -- Spengy, pull him
			down -- trapping -- trapping -- now!

He stomps on a control pedal and the Scoleri Brothers are drawn into the
traps which snap shut.

INT.  COURTROOM - TRAPS - DAY

LEDs on the outer casing start flashing, indicating the presence of a
ghost inside each trap.

						VENKMAN
				 (checking the trap)
			Occupado.

INT.  COURTROOM - JUDGE - DAY (AFTER GHOST BATTLE)

He sticks his head up slowly from behind the debris of his bench and
looks around in total amazement.

LOUIS

He crawls out from under a chair.  Reporters and spectators get back on
their feet and start buzzing about the incredible manifestation.

PROSECUTOR

She's lying on the floor, attended to by the Bailiff and the Court Clerk.

						SPENGLER
				 (to the Prosecutor)
			Brilliant summation.

GHOSTBUSTERS

They break into big smiles as photographers start snapping pictures of
them standing in the wrecked courtroom.

						VENKMAN
			Case closed, boys.  We're back in business.

The spectators cheer and applaud.

												 CUT TO:

EXT.  FIREHOUSE - DAY

The old, dilapidated Ghostbusters logo comes crashing to the ground,
dropped by a pair of workmen on a ladder, and the new logo is hoisted
into place over the main entrance.  It's just like the original "No
Ghosts" logo, but in the new one the ghost in the red circle is holding
up two fingers.  Venkman enters the firehouse.

INT.  BEDROOM SET (TV COMMERCIAL - FULL SCREEN VIDEO) - NIGHT

A man and his wife are lying in bed reading.  The man is played by Louis
Tully and JANINE MELNITZ, the Ghostbusters' once and future receptionist,
is playing his wife.  They are both terrible actors.  Suddenly, a ghost,
actually a very bad puppet on a wire, floats through the bedroom.  Janine
sees it and screams.

						LOUIS
			What is it, honey?

						JANINE
			It's that darn ghost again!  I don't know
			what to do anymore.  He just won't leave us
			alone.  I guess we'll just have to move.

						LOUIS
			Don't worry.  We're not moving.  He is.

He picks up the phone.

						JANINE
			Who are you going to call?

						LOUIS
				 (with a wink)
			Ghostbusters.

As he starts to dial, the CAMERA PULLS BACK to reveal the Ghostbusters
standing in the bedroom.  Their acting isn't much better than Louis and
Janine's.

GHOSTBUSTERS

Stantz speaks directly TO the CAMERA.

						STANTZ
			I'm Ray --

						VENKMAN
			I'm Peter --

						SPENGLER
			I'm Egon --

						STANTZ
			And we're the ...

						ALL
				 (together)
			Ghostbusters.

						STANTZ
			That's right -- Ghostbusters.  We're back
			and we're better than ever with twice the
			know-how and twice the particle-power to
			deal with all your supernatural elimination
			needs.

During his speech, Winston can be seen in the b.g. pretending to trap the
fake ghost.

						STANTZ
			Careful, Winston.  He's a mean one.
				 (TO CAMERA)
			And to celebrate our grand reopening, we're
			giving you twice the value with our special
			half-price 'Welcome Back' service plan.

						VENKMAN
			Hold on, Ray!  Half-price!  Have you gone
			crazy?

						STANTZ
			I guess so, Pete, because that's not all.
			Tell them what else we've got, Egon.

Spengler actually mouths everyone else's dialogue along with them,
waiting for his cue.

						SPENGLER
			You mean the Ghostbusters hot beverage
			thermal mugs and free balloons for the kids?

He holds up a mug and a limp, uninflated balloon.

						STANTZ
			You bet.

As Stantz wraps it up, SUPERS APPEAR at the bottom of the SCREEN: FULLY
BONDED - FULLY LICENSED - SE HABLA ESPANOL.

						STANTZ
				 (TO CAMERA)
			So don't wait another minute.  Make your
			supernatural problem our supernatural problem.
			Call now, because we're still --

						ALL
				 (in unison, mechanically)
			-- Ready to believe you.

												 CUT TO:

INT.  JACK HARDEMEYER'S OFFICE - DAY

Hardemeyer is watching the Ghostbusters commercial on a TV in his office.
He bangs his fist on his desk and angrily switches OFF the TV.

												 CUT TO:

EXT.  FIREHOUSE - DAY (LATER)

The garage door opens and the new improved ECTOMOBILE comes ROARING out
onto the street, its ghostly SIREN MOANING and WAILING.  Louis comes
running out after it.

												 CUT TO:

INT.  FIREHOUSE - DAY

Louis comes back into the garage bay and stops as he smells a foul odor.
He sniffs around, following the smell.

						LOUIS
			Oh, geez, smells like somebody took a really
			big --

He freezes.

INT. OFFICE AREA - LOUIS'S POV

Slimer, a spud-like green ghost, is hovering over Louis's desk, scarfing
down Louis's bag lunch.  Slimer looks up and sees Louis.

SLIMER AND LOUIS

They both scream and run off in opposite directions.

SLIMER

He passes right through a wall and disappears.

LOUIS

He runs right into a wall, recovers and exits in a hurry.

						LOUIS
				 (screaming)
			Help!  There's a thing!

												 CUT TO:

EXT.  CENTRAL PARK RESERVOIR - DAY (LATER)

Runners of both sexes and all ages are huffing and puffing as they jog
along the track that circles the reservoir.  One of the runners looks
behind him at the sound of APPROACHING FOOTFALLS and screams.

GHOSTLY JOGGER

A ghost jogger is loping along at a pretty fair pace.  Other runners
stumble and run screaming into the park as he passes them.  Seemingly
oblivious to the effect he's having, the ghost jogger puts two fingers to
his skeletal neck and checks his watch as if taking his pulse.

EXT. CLEARING IN PARK - DAY (SAME TIME)

Venkman is sitting on a park bench near the jogging track reading the
newspaper, eating a donut and drinking coffee from a Styrofoam cup.

STANTZ

He's sitting on a bench opposite Venkman's, casually watching the jogging
track.

GHOST JOGGER

He approaches the benches where the Ghostbusters are waiting.  As the
ghost jogger passes the benches, Stantz and Venkman simultaneously hit
concealed control buttons.  A ghost trap buried in the track throws up a
glowing inverted pyramid and catches the ghost jogger in mid-stride.
Stantz and Venkman close the trap and capture the ghost jogger.

						VENKMAN
				 (checking his watch)
			You know he ran that last lap in under six
			minutes?

						STANTZ
			If he wasn't dead he'd be an Olympic
			prospect.

												 CUT TO:

EXT.  JEWELRY STORE - DAY

The Ghostbusters come out carrying smoking traps, wearing cheap
dime-store Santa Claus hats.

						STANTZ
				 (to the client)
			Merry Christmas!

												 CUT TO:

EXT.  FIFTH AVENUE - ORREFORS GLASS STORE - DAY

The Ectomobile is parked at the curb and a curious crowd looks on as the
Ghostbusters enter the store.

INT.  ORREFORS GLASS STORE - CONTINUOUS ACTION

All the precious crystal is floating in the air, several feet above the
glass shelves and display tables.  Stantz and Venkman are talking to the
manager while Winston and Spengler set up an array of electronic devices
positioned in each corner of the store.

On a signal from Stantz, Spengler and Winston switch on the devices which
throw laser-type beams around the perimeter of the store.  The manager
watches in horror as all the GLASSWARE suddenly drops out of the air,
SMASHES through the GLASS SHELVES and SHATTERS on the display tables.
There is a long pregnant pause.

						STANTZ
				 (to the manager)
			So will that be cash or a check?

												 CUT TO:

INT.  MUSEUM - RESTORATION STUDIO - DAY (LATE AFTERNOON)

Everyone else has gone home.  Dana is cleaning her brushes and putting
her supplies away.

VIGO PAINTING - CONTINUOUS ACTION

Vigo turns his head and watches Dana as she walks past the painting.

DANA

She stops, vaguely aware of the movement, and looks up curiously at the
painting.  As she starts to walk on, Vigo looks at her again, but Dana
turns suddenly and catches the movement.  Frightened now, she hastily
leaves the studio.

INT.  FIREHOUSE - DAY

Louis is lurking behind a pillar, peeking out at the office area.  We PAN
DOWN TO the floor and see a foot pedal, then PAN ALONG the cord TO a
ghost trap sitting on Louis's desk.  Hanging from strings over the desk
are several pieces of Kentucky fried chicken.

WALL

Slimer partially emerges and furtively sniffs the air, then spots the
chicken bait.  He licks his lips, materializes completely and flies to
the chicken.

LOUIS

His eyes light up and he stomps the foot pedal.

						LOUIS
				 (shouts)
			Gotcha!

DESK

The trap pops open and shoots out a powerful cone of energy.  Slimer
dodges it and escapes as a big section of the ceiling comes crashing down
on Louis's desk.

						LOUIS
				 (seeing the damage)
			Uh-oh.

He slinks off, defeated.

												 CUT TO:

INT.  MANHATTAN MUSEUM OF ART - SECURITY DESK - DAY

The Ghostbusters commercial is playing on a portable TV on the security
desk.  Rudy, the Security Guard, is reading a National Enquirer with a
giant front-page headline: GHOSTBUSTERS SAVE JUDGE.  Venkman enters.

						VENKMAN
			I'm looking for Dana Barrett.

						SECURITY GUARD
			Room 304 -- Restorations.
				 (recognizing him)
			Hey!  Dr. Venkman -- 'World of the Psychic.'
			I'm a big, big fan.  That used to be one of
			my two favorite shows.

						VENKMAN
				 (flattered)
			Thanks.  What's the other one?

						SECURITY GUARD
			'Bass Masters.'  It's a fishing show.  Ever
			see it?

						VENKMAN
			Yeah, really great.  Take it easy.

He exits.

INT.  MUSEUM - RESTORATION STUDIO - DAY (MOMENTS LATER)

Dana is working on a valuable Flemish still-life by Ver Meer.  Janosz is
at the other end of the room, still working on the painting of Vigo.
Venkman enters and sneaks up behind Dana.

						VENKMAN
				 (looking at the Ver Meer)
			So this is what you do, huh?

						DANA
				 (glad to see him)
			Oh, hello, Peter.

						VENKMAN
			You're really good, you know.

						DANA
			I didn't paint it.  I'm just cleaning it.
			It's an original Ver Meer.  It's worth about
			ten million dollars.

VIGO

He turns his head and watches Venkman and Dana.

VENKMAN

Unaware that he's being watched, Venkman squints at the still life,
holding up his thumb like he's seen artists do.

						VENKMAN
			You know you can go to Art World and get
			these huge sofa-size paintings for about
			forty-five bucks.

He starts looking around at the other artwork in the studio.

						DANA
			I'm sure you didn't come here just to talk
			about art.

						VENKMAN
			As a matter of fact, I stopped by to tell
			you that I haven't forgotten your problem
			and that we're still on the case.

They are interrupted by the sudden appearance of Janosz.

						JANOSZ
				 (smiling at Venkman)
			Dana, aren't you going to introduce me to
			your friend?

						DANA
			Oh, I'm sorry.  This is Peter Venkman.
			Peter, Janosz Poha.

Venkman warily shakes his hand, trying to size him up.

						JANOSZ
				 (avoiding his gaze)
			Pleasure to meet you.  I've seen you on
			television.

						VENKMAN
			How are you?
				 (looking over at the Vigo
				 painting)
			What's that you're working on, Johnny?

Janosz winces at the nickname but lets it go.  Venkman and Dana cross to
the Vigo painting.  Janosz steps protectively in front of it.

						JANOSZ
			It's a painting I'm restoring for the new
			Byzantine exhibition.  It's a self-portrait
			of Prince Vigo, the Carpathian.  He ruled
			most of Carpathia and Moldavia in the 17th
			Century.

						VENKMAN
				 (staring at the painting)
			Too bad for the Moldavians.

						JANOSZ
				 (defensive)

			He was a very powerful magician.  A genius
			in many ways and quite a skilled painter.

						DANA
			He was also a lunatic and a genocidal madman.
			I hate this painting.  I've felt very
			uncomfortable since they brought it up from
			storage.

						VENKMAN
			Yeah, it's not the kind of thing you'd want
			to hang in the rec room.  You know what it
			needs?
				 (picking up a brush)
			A fluffy little white kitten in the corner.

Venkman reaches toward the painting, but Janosz grabs his hand.

						JANOSZ
				 (with forced good will)
			We don't go around altering valuable
			paintings, Dr. Venkman.

						VENKMAN
			Well, I'd make an exception in this case if
			I were you.

Dana looks disapprovingly at Venkman.

						VENKMAN
				 (to Janosz)
			I'll let you get back to it.  Nice meeting
			you.

						JANOSZ
			My pleasure.

Venkman and Dana cross back to her workspace.

						VENKMAN
				 (confidentially)
			I may be wrong, but I think you've got a
			little crush on this guy.

						DANA
			Good-bye, Peter.

						VENKMAN
				 (dragging his feet)
			I'd like to stay, but I really don't have
			time to hang around here.  I'll call you.
				 (calls out to Janosz)
			Later, Johnny!

He exits.

VIGO

Vigo turns his head and follows Dana as she returns to her workbench.

DANA

She stops, vaguely aware of the movement, and looks up curiously at the
painting.  As she starts to walk on, Vigo looks at her again, but Dana
turns suddenly and catches the movement.  Frightened now, she hastily
leaves the studio.

												 CUT TO:

INT.  FIREHOUSE - LIVING QUARTERS - CONTINUOUS ACTION - DAY

Venkman and Winston enter and find Stantz and Spengler at work in the lab
area.

						STANTZ
			Oh good, you're here.  Spengler and I have
			something really amazing to show you.

						VENKMAN
				 (to Spengler)
			It's not that thing you do with your
			nostrils, is it?

Stantz goes to the refrigerator, opens the freezer, rummages around among
the TV dinners and frozen pizza and pulls out a slime specimen in a
Tupperware container.

						STANTZ
				 (to Venkman)
			We've been studying the stuff that we took
			from the subway tunnel.

He pops the specimen jar in the microwave and lets it thaw for a minute.

						VENKMAN
			And now you're going to eat it?

						STANTZ
			No, I'm just restoring it to its normal state.

He takes the specimen out of the microwave and pours some of it into a
large Petri dish.

						STANTZ
			Now watch this.

He leans over the specimen and starts shouting at it.

						STANTZ
				 (simulating anger)
			You worthless piece of slime!!
				 (as the slime starts to
				 twitch and glow)
			You ignorant disgusting blob!!

SPECIMEN

It bubbles and swells, changing color with each insult.

						STANTZ
			You foul, obnoxious muck!!

STANTZ

He continues venting his rage on the slime.

						STANTZ
			I've seen some real crud in my time, but
			you're a chemical disgrace!!

The specimen doubles its size and starts spilling over the rim of the
Petri dish.

STANTZ AND SPENGLER

They turn to Venkman for his reaction.  He's dumbfounded.

						VENKMAN
			This is what you do with your spare time?

						STANTZ
				 (very excited)
			This is an incredible breakthrough, Venkman.
			A psychoreactive substance!  Whatever this
			is, it clearly responds to human emotional
			states.

						VENKMAN
			'Mood slime.'  We ought to bottle this stuff
			and sell it.

						SPENGLER
			We've found it at every event site we've
			been to lately.

						WINSTON
				 (poking at the slime)
			You mean this stuff actually feeds on 'bad
			vibes'?

						STANTZ
			Like a goat on garbage.

						STANTZ
			We're running tests to see if we can get an
			equally strong positive reaction.

						VENKMAN
			What kind of tests?

						STANTZ
				 (a little embarrassed)
			Well, we sing to it, we talk to it, we say
			supportive, nurturing things --

						VENKMAN
			You're not sleeping with this stuff, are you?

Spengler reacts as if he might be.

						STANTZ
			It really responds to music.
				 (to Spengler)
			Let's calm it down.

Spengler picks up a guitar and he and Stantz start singing "Cumbaya" to
the slime specimen.

SPECIMEN

It stops bubbling and starts to shrink.

						WINSTON
			Does it have any favorites?

						STANTZ
			It likes all the sappy stuff: 'Cumbaya,'
			'Everything is Beautiful,' 'It's a Small
			World' -- but it loves Jackie Wilson.

Venkman and Winston watch intently as Spengler spoons some of the
psych-reactive slime onto an old toaster.

						STANTZ
			Watch this.

Stantz turns on a CASSETTE PLAYER and Jackie Wilson's "HIGHER AND HIGHER"
BLASTS from the speakers.

TOASTER

It shakes, spins and actually starts moving in time with the MUSIC.

VENKMAN

He stares in disbelief at the dancing toaster as it shoots two pieces of
toast into the air and catches them without missing a beat.

						VENKMAN
			I don't care what you say.  This could be a
			major Christmas gift item.

						WINSTON
			Right, and the first time someone gets mad,
			their toaster will eat their hand.

						VENKMAN
			So we'll put a warning on the label.

Stantz turns OFF the MUSIC and the toaster stops moving.  Venkman looks
at the toaster and sticks his fingers in the slot.

						VENKMAN
				 (to the toaster)
			Go ahead.  I dare you.

Suddenly, he yelps as if the toaster has actually bitten into his hand
and won't let go.  The others jump in to help him, but Venkman laughs and
easily withdraws his hand.

						VENKMAN
			Just kidding.

												 CUT TO:

INT.  DANA'S APARTMENT - NIGHT

Dana brings Oscar into the bathroom and lays him on the bassinet.  She's
wearing a robe over her nightgown, preparing to bathe the baby.  She
turns the taps on the old claw-footed bathtub, checks the water
temperature, then turns away and starts to undress the baby.

						DANA
				 (talking sweetly to the
				 baby)
			Look at you.  I think we got more food on
			your shirt than we got in your mouth.

BATHTUB

The water pouring from the faucet changes to slime and settles at the
bottom of the tub.  Dana reaches over and turns off the water without
looking into the tub.  When she turns away, both taps start to spin by
themselves and the tub flexes and bulges.

DANA

Still unaware, she routinely reaches over and squirts some bubble bath
into the tub.

BATHTUB

The rim of the tub puckers up and the sides convulse as if swallowing the
bubble bath.

DANA
She picks the baby up off the bassinet and turns to place him in the tub.
She is just about to lower him into the water when the tub starts to
close up around the baby like a hugh mouth.  Dana screams, snatches the
baby away and runs from the room clutching Oscar to her bosom as the
bathtub convulses and vomits up buckets of slime.

												 CUT TO:

INT.  VENKMAN'S LOFT - SAME NIGHT (LATER)

The big open loft space is a chaotic clutter of mismatched furniture, old
magazines, books, tapes, and sports equipment.  Venkman is asleep on the
floor, still wearing his coat, scarf, hat and gloves, having collapsed
just short of the bedroom.  The DOORBELL RINGS, he wakes up, lumbers to
his feet and answers it.  He opens the door and sees Dana standing there.
She is wearing only a nightgown under her coat and Oscar is naked,
wrapped in a baby blanket.

						DANA
				 (somewhat embarrassed to
				 be there)
			I'm sorry.  Were you on your way out?

						VENKMAN
				 (surprised to see her)
			No, I just got in -- a couple hours ago.
			Come on in.
				 (noting her apparel)
			Are we having a pajama party?

						DANA
				 (upset)
			Peter, the bathtub tried to eat Oscar.

Venkman looks at her for a long moment.

						VENKMAN
			You know, if anyone else told me that, I'd
			have serious doubts.  But coming from you,
			I can't honestly say I'm surprised.

						DANA
			I must be losing my mind.  At the museum
			today I could have sworn that terrible
			painting of Vigo looked right at me.

						VENKMAN
			Who could blame him?  Were you wearing this
			nightgown?

						DANA
				 (distraught)
			I don't know what to do anymore.

						VENKMAN
			I'll get Ray and Egon to check out the
			bathtub.  You better stay here.

He exits to the bathroom.  She looks around the loft, amazed at the
disorder.  Venkman comes back immediately with an old sweatshirt and
takes Oscar from her.

						VENKMAN
			Now this kid has a serious nudity problem.

He spreads the sweatshirt out on the sofa, lays the baby on it and starts
tying it around him like a diaper.

						VENKMAN
				 (to the baby)
			This is Joe Namath's old number, you know.
			You could get a lot of chicks with this.
			Just don't pee in it.

						DANA
			Peter, what about the bathtub?

						VENKMAN
				 (grabs the phone and dials)
			We'll take care of that.
				 (on the phone)
			Ray, Pete.  Listen, get over to Dana's right
			away ... Her bathtub pulled a fast one --
			tried to eat the kid.

						DANA
			It was full of this awful pink ooze.

						VENKMAN
				 (to Ray)
			Sounds like another slime job ... No,
			they're all right.  They're here now ...
			Right ... Let me know.

He hangs up.

						VENKMAN
			They're going over there right now.  You
			might as well make yourself at home.  Let
			me show you around.
				 (he crosses to the kitchen area)
			This is the cuisine de maison --

It's an incredible mess. The sink is piled high with dirty dishes and the
counters are littered with all sorts of food trash.  He grabs a big open
Hefty bag on the floor and starts throwing garbage into it.

						VENKMAN
				 (looking at the sink)
			We may have to wash some of these if you get
			hungry --
				 (he looks in the fridge)
			-- but there's no food anyway so forget
			about it.  I have all kinds of carry-out
			menus if you feel like ordering.

He opens a drawer full of pizza, barbecue and Chinese food menus, then
crosses to the bathroom.

						VENKMAN
			Bathroom's right here -- let me just tidy
			up a few things.

						DANA
			Peter, this is very nice, but you don't have
			to do any of this, you know.

He goes into the bathroom and we hear WATER RUNNING, the TOILET FLUSHING
and more items going into the Hefty bag.

						VENKMAN (O.S.)
			The shower works but it's a little tricky.
			They're both marked "Hot."  It takes a little
			practice, but at least this one won't try
			and eat you.

He comes out of the bathroom with the now-loaded Hefty bag over his
shoulder.

						VENKMAN
			Be careful on that sofa -- it's a butt-biter.
			But the bed's good and I just changed the
			sheets so if you get tired, feel free.  In
			fact, I think you should definitely plan on
			spending the night here.

						DANA
			Really?  And how would we handle the sleeping
			arrangements?

						VENKMAN
			For me it's best if I sleep on my side and
			you spoon up right behind me with your arms
			around me.  If we go the other way I'm
			afraid your hair will be getting in my face
			all night.

						DANA
			How about you on the sofa and me in bed with
			the baby.

						VENKMAN
			Or we could do that.

						DANA
			Thank you.
				 (she picks up Oscar)
			Poor baby.  I think I should put him down
			now.

						VENKMAN
			I'll put him down for you.
				 (taking the baby)
			You are way too short!  And your belly-button
			sticks out!  You're nothing but a burden to
			your poor mother!

Venkman carries the baby into the bedroom leaving Dana in the living
room, feeling more relaxed and a lot safer.

												 CUT TO:

EXT.  MUSEUM - DAY (NEXT MORNING)

Venkman is waiting in front of the building as ECTO-2 pulls up and
Stantz, Spengler and Winston get out and report on Dana's apartment.

						VENKMAN
			Did you find anything at Dana's?

						STANTZ
			Nothing.  Just some mood-slime residue in
			and around the bathtub.  But we did turn up
			some interesting stuff on this Vigo character
			you mentioned.  I found the name Vigo the
			Carpathian in Leon Zundinger's Magicians,
			Martyrs and Madmen.  Listen to this:

						SPENGLER
				 (reads from xerox of entry)
			"Vigo the Carpathian, born 1505, died 1610 --"

						VENKMAN
			A hundred and five years?  He really hung
			on, didn't he.

						STANTZ
			And he didn't die of old age either.  He was
			poisoned, stabbed, shot, hung, stretched,
			disemboweled, drawn and quartered.

						WINSTON
			I guess he wasn't too popular at the end
			there.

						SPENGLER
			No, not exactly a man of the people.
				 (reads)
			"Also known as Vigo the Cruel, Vigo the
			Torturer, Vigo the Despised, and Vigo the
			Unholy."

						STANTZ
			This guy was a bad monkey.  He dabbled in
			all the Black Arts, and listen to this
			prophecy.  Just before his head died, his
			last words were, "Death is but a door, time
			is but a window.  I'll be back."

						VENKMAN
			That's it?  "I'll be back?"

						SPENGLER
			It's a rough translation from the Moldavian.

They enter the museum carrying their monitoring equipment.

INT.  MUSEUM - SECURITY DESK - DAY (CONTINUOUS ACTION)

Rudy the guard looks up in surprise as the Ghostbusters enter.

						RUDY
			Hey, Dr. Venkman.  What's going on?

						VENKMAN
			We're just going up to Restorations for a
			minute.

						RUDY
			Oh, I can't let you do that.  Mr. Poha told
			me not to let you up there anymore.

						VENKMAN
				 (with mock seriousness)
			Okay, we were trying to keep this quiet but
			I think you can be trusted.  Tell him, Ray.

						STANTZ
				 (very official)
			Mister, you have an Ecto-paritic,
			subfusionary flux in this building.

						RUDY
			We got a flux?

						WINSTON
			You got a flux and a half.

						STANTZ
			Now if you don't want to be the --
				 (he counts)
			-- fifth person ever to die in meta-shock
			from a planar rift, I suggest you get down
			behind that desk and don't move until we
			give you the signal "Stabilize -- All Clear."

Rudy gulps and starts to hunker down behind the desk as the Ghostbusters
head upstairs.

INT.  MUSEUM - RESTORATION STUDIO - DAY (MOMENTS LATER)

Janosz is working on the Vigo painting when the Ghostbusters enter.  He
rushes over and stops them at the door.

						JANOSZ
			Dr. Venkman?  Dana is not here.

						VENKMAN
			I know.

						JANOSZ
			Then why have you come?

						VENKMAN
			We got a major creep alert and we're just
			going down the list.  Your name was first.

						STANTZ
				 (to Spengler and Winston)
			Let's sweep it, boys.

They deploy and start scanning the studio with their monitoring devices.

						VENKMAN
				 (to Janosz)
			You know, I never got to ask you.  Where you
			from, Johnny?

						JANOSZ
				 (nervous)
			The Upper West Side.

						SPENGLER
				 (consulting his PKE meter)
			This entire room is extremely hot, Peter.

						JANOSZ
			What exactly are you looking for, Dr. Venkman?

						VENKMAN
			We'll know when we find it.  You just sit
			tight.  This won't take long.

STANTZ

Using the Giga-meter, he traces a strong psychomagnetheric reading to
the painting of Vigo in the alcove at the end of the studio.  Venkman
comes up behind him with Janosz right on his heels.

						VENKMAN
			This is the one that looked at Dana.

						JANOSZ
			It must be the chemical fumes in the studio.
			People start imagining things --

						VENKMAN
				 (interrupts)
			I'm going to rule out the glue-sniffing
			theory.  If she says it looked at her, it
			looked at her.
				 (to Vigo)
			Hey, you!  Vigie!  Look at me.  I'm talking
			to you.  Hey!  Look at me when I'm talking
			to you.

They watch the painting for any sign of movement.

VIGO

His eyes stare lifelessly into the distance.

STANTZ AND VENKMAN

Venkman starts shooting Polaroids of Vigo.

						VENKMAN
				 (to Vigo)
			Beautiful, beautiful.  Work with me, baby.
			Just have fun with it.
				 (to Stantz)
			Okay, he's playing it cool.  Let's finish
			up and get out of here.

						STANTZ
			I'll get one more reading.

Venkman walks off leaving Stantz alone with the painting.  Stantz scans
the painting with the Giga-meter until his eyes meet Vigo's.

VIGO

His eyes seems to burn right through to the depths of Stantz's soul.

STANTZ

He stands there transfixed, unable to look away, as a strange and subtle
transformation occurs within him.  Winston comes up behind him and breaks
the spell.

						WINSTON
				 (looking at the painting)
			Now that's one ugly dude.

						STANTZ
				 (coming back to his senses)
			Huh?  What?

						WINSTON
			You finished here?

						STANTZ
				 (distracted)
			What?  Yeah.

						WINSTON
			Are you all right?  You coming down with
			something?

						STANTZ
			No, I'm fine.  I just got light-headed for
			a second there.  Let's go.

They head for the door.

JANOSZ

He escorts the Ghostbusters to the door.

						JANOSZ
			So you see, everything is in order, is it
			not?

						VENKMAN
			Not.  Don't leave town and report any change
			in your address to the proper authorities.
			We'll be back.

They exit.

												 CUT TO:

EXT.  MUSEUM - DAY (LATER)

The Ghostbusters cross to ECTO-2.

						SPENGLER
			There's definitely something going on in
			that studio.  The PKE levels were max-plus
			and the Giga-meter was showing all red.

						WINSTON
			I'd put my money on that Vigo character.

						VENKMAN
			Yeah, that's a safe bet.
				 (to Stantz)
			You and Spengman see what else you can dig
			up on Vigo and this little weasel Poha.
			Those two were made for each other.

INT.  ECTO-2 - DAY (LATER)

The Ghostbusters are driving back to the firehouse.  Stantz is at the
wheel.  His eyes are vacant, he seems distracted and very tense.  Stantz
swerves suddenly and HONKS the horn angrily.

						STANTZ
				 (to another driver)
			Idiot!
				 (honking)
			Move it, you jerk!

Venkman and Winston exchange surprised looks.

EXT.  STREET - DAY (CONTINUOUS ACTION)

Stantz drives extremely fast, HONKING vindictively, weaving dangerously
through traffic.

INT.  ECTO-2 - DAY (CONTINUOUS ACTION)

Winston looks at Ray, concerned.

						WINSTON
			Going a little fast, aren't we, Ray?

Stantz turns on him.

						STANTZ
				 (viciously)
			Are you telling me how to drive?

						WINSTON
			No, I just thought --

						STANTZ
			Well don't think!

He HONKS again and tromps hard on the accelerator.

EXT.  STREET - DAY (CONTINUOUS)

Ecto-2 is now barreling down the avenue.  Pedestrians leap to safety as
Stantz runs a red light.

INT.  ECTO-2 - DAY (CONTINUOUS ACTION)

They hang on to the safety straps as Stantz continues his maniacal ride.

						WINSTON
				 (to Stantz, really worried
				 now)
			Are you crazy, man?  You're going to kill
			somebody!

Stantz looks at him and smile demonically.

						STANTZ
			No, I'm going to kill everybody!

He swerves off the road.

EXT.  ECTO-2 - DAY (CONTINUOUS ACTION)

The car heads right for a big tree.

INT.  ECTO-2 - DAY (CONTINUOUS ACTION)

At the last possible moment, Winston cold-cocks Stantz, grabs the wheel
and steps across to stomp on the brakes.

EXT.  ECTO-2 - DAY (CONTINUOUS ACTION)

The car skids into the tree and stops.  The Ghostbusters stumble out
dazed and shaken, but unhurt.  Stantz rubs his eyes and looks at the
others, completely at a loss.

						STANTZ
				 (himself again)
			What happened?

						VENKMAN
			You just picked up three penalty points on
			your driver's license.

						WINSTON
			Are you all right?

						STANTZ
			Yeah, I guess so.  It was the strangest
			thing.  I knew what I was doing but I
			couldn't stop.  This really terrible feeling
			came over me and -- I don't know -- I just
			felt like driving into that tree and ending
			it all.  Whew!  Sorry, boys.

They inspect the damage to the car.

						VENKMAN
				 (confidentially, to
				 Spengler)
			Watch him, Egon.  Don't even let him shave.

												 CUT TO:

INT.  VENKMAN'S LOFT - DAY (LATER)

There's a KNOCK at the front door, a key turns in the lock, and Venkman
enters somewhat tentatively holding a bouquet of flowers and a small
suitcase of Dana's.

						VENKMAN
				 (calls out)
			I'm home!

He looks around the large open loft.

						VENKMAN
				 (to himself)
			I knew it.  She cleaned.

He hears the SHOWER RUNNING and crosses to the bathroom.  The door is
half-open and he can see Dana in the shower (tastefully blurred) through
the transparent vinyl curtain.  He closes the bathroom door and looks at
the baby asleep on the bed, surrounded by pillows to prevent him rolling
off.  Then he turns and bumps into Dana who's just coming out of the
bathroom wrapped in a towel.  She jumps back into the bathroom.

She comes out again, this time wearing a robe.

						VENKMAN
			Are you all squeaky clean now?

						DANA
				 (humoring him)
			Yes, I'm very clean.  Did they find anything
			at my apartment?

She squeezes past him into the bedroom and closes the door.

						VENKMAN
				 (through the door)
			Nothing.  They stayed there all night, went
			through your personal stuff, made a bunch of
			long-distance phone calls and cleaned out
			your refrigerator.  And didn't find anything.

Dana opens the bedroom door.

						DANA
			They didn't find anything?  In the bathtub
			... the pink ooze ... nothing?  So, what do
			I do now?

						VENKMAN
			Now you get dressed and we go out.  I got a
			babysitter and everything.  Trust me, you
			need it.

						DANA
			I'm not here to date.  I can't leave Oscar
			in a strange place with someone I don't know.

						VENKMAN
			It's Janine Melnitz, from my staff.  She's
			one of my most valuable employees.

						DANA
			Does she know anything about babies?

						VENKMAN
			Janine Melnitz, are you kidding?
				 (handing her the flowers)
			Do I have a vase?  I brought some of your
			clothes.  Wear something intriguing.  I
			brought along some interesting possibilities.

						DANA
			Okay, but it's not a date.  It's a dinner.

She smiles and closes the door again.  He opens the closet and starts
looking for his good suit.

						VENKMAN
			Did you happen to see some shirts on the
			floor in here?

						DANA (O.S.)
			I put them in your hamper.  I thought they
			were dirty.

						VENKMAN
				 (shaking his head)
			I have a hamper?  Next time ask me first,
			okay.  I have more than two grades of
			laundry.  There're lots of subtle levels
			between clean and dirty.

He pulls some clothes out of the hamper and inspects them.

						VENKMAN
			These aren't so bad yet.  You just hang them
			up for a while and they're fine.

												 CUT TO:
INT.  FIREHOUSE - RECEPTION AREA - EARLY EVENING

Janine covers her computer terminal and starts turning out the lights.
Then she notices that the lights are still on upstairs.  She starts
primping and freshening up her makeup.

INT.  FIREHOUSE - LAB AREA - SAME TIME

Louis is strapping on a proton pack, preparing to deal with Slimer once
and for all.  He's wearing a bicyclist's rearview mirror on a headband.

						LOUIS
				 (to himself)
			Okay, Stinky, this is it.  Showdown time.
			You and me, pal.  You think you're smarter
			than I am?  We'll see about that.
				 (loud)
			Oh, hello, Pizza Man!  Oh, two larges!  I
			only ordered one.  Oh, pepperoni and
			pineapple.  My absolute favorite.  I guess
			I'll have to eat these both by myself.

THE CEILING

Slimer pokes his head through the ceiling and scans the room hanging
upside down.

LOUIS

He spots Slimer through the rearview mirror.

						LOUIS
				 (quietly)
			Okay, let's boogie!

He whirls around and fires a proton stream at Slimer, slicing a burning a
gash across the ceiling.

THE STAIRS

Janine comes up and ducks as a bolt of energy streaks across the room and
strikes the wall behind her.  Slimer disappears.

						LOUIS
				 (embarrassed and apologetic)
			Oh migod!  I'm sorry.  I didn't mean to do
			that.  It was an accident.

						JANINE
			What are you doing up here?

						LOUIS
			I was trying to get that smelly green thing.
			The guys asked me to help out.  I'm like the
			fifth Ghostbuster.

						JANINE
			Why would you want to be a Ghostbuster if
			you're already an accountant?

						LOUIS
			Oh, no, it's just if one of the guys calls
			in sick or gets hurt.

Louis quickly slips off the proton pack and sets it down.

						JANINE
			Have you made any plans yet?  You know
			tomorrow is New Year's Eve.

						LOUIS
			No, I celebrate at the beginning of my
			corporate tax year which is March first.
			That way I beat the crowds.

						JANINE
			That's very practical.  I hate going out on
			New Year's Eve, too.

There is an awkward silence between them and Janine starts to leave.

						JANINE
			Well, good night, Louis.

						LOUIS
				 (on an impulse)
			Janine, do you feel like maybe getting
			something to eat on the way home?

						JANINE
			I'd like to, but I told Dr. Venkman I'd
			babysit.
				 (seductively)
			Do you want to babysit with me?

						LOUIS
			Oh, sure, that sounds great.

They exit.

												 CUT TO:

INT.  VENKMAN'S LOFT - NIGHT (LATER)

There is a KNOCK at the door and Venkman goes to answer it.  He's dressed
for the evening and looking very dapper.

INT.  VENKMAN'S LOFT - ENTRANCE HALL - CONTINUOUS ACTION

Venkman opens the door and finds Stantz, Spengler and Winston standing
there wearing over-the-hip rubberized waders, firemen's slickers, and
miners' helmets, carrying tons of sensing devices, meters, collection
jars and photographic equipment.  They look like they're rigged out for a
major spelunking expedition.

						VENKMAN
				 (ushering them in)
			Don't tell me, let me guess.  All-you-can-eat
			barbecue rib night at the Sizzler?

						STANTZ
			We're going down into the sewer system to
			see if we can trace the source of the
			psycho-reactive slime flow.  We thought you
			might want to come along.

						VENKMAN
			Darn it!  I wish I'd known you were going.
			I'm stuck with these damn dinner reservations.

						SPENGLER
			You know, animals and lower life forms often
			anticipate major disasters.  Given the new
			magnetheric readings we could see a tremendous
			breeding surge in the cockroach population.

						VENKMAN
			Roach breeding?  Sounds better and better.
				 (calls out)
			Dana?  The boys are going down under the
			sewers tonight to look for slime.  Egon
			thinks there might even be some kind of big
			roach-breeding surge.  Should we forget about
			dinner and go with them instead?

Dana steps into the living room looking very beautiful.

						STANTZ
			Wow.

Dana looks curiously at their outfits.

						DANA
			Hi.

They nod and wave back.

						VENKMAN
				 (to Ray and Egon)
			I think we're going to have to pass on the
			sewer trip, boys.  Let me know what you find
			out.

						STANTZ
				 (on his exit)
			Okay, but you're missing all the fun.

INT.  VAN HORNE STATION - NIGHT (LATER)

Stantz, Spengler and Winston come down the stairs into the station,
guided by a very old map of the underground city.

						STANTZ
			This is it.  Van Horne Station.  Right where
			the old transit map said it would be.

They cross to the edge of the platform and look into the river of slime.

						STANTZ
			Let's get a sounding on the depth of that
			flow.

Stantz has a long, coiled, graduated cord with a plumb bob on the end of
it attached to his utility belt.

						STANTZ
			Stand back.

He takes the cord in his hand, swings the plumb bob over his head and
casts it out into the middle of the flow.  The plumb bob sinks and
Spengler reads the depth.

						SPENGLER
			Six feet -- seven -- eight --

						STANTZ
			That's it.  It's on the bottom.

						SPENGLER
			Nine feet -- ten --

						WINSTON
			Is the line sinking?

						SPENGLER
			No, the slime is rising.

Stantz looks down and notices the slime rising over the edge of the
platform and around his boots.

						STANTZ
				 (alarmed)
			Let's get out of here, boys.

He starts to pull out the plumb line but it seems to be stuck.

Spengler tries to help, but whatever is pulling on the cord is stronger
than all three of them.  As their unseen adversary pulls them closer and
closer to the edge, Stantz works desperately to unhook the cord from his
belt but finally just unhooks the whole belt.  Spengler lets go in time
but Winston doesn't.  He is jerked off his feet and into the slime flow.
Stantz and Spengler look at each other, summon their courage and jump in
after him.

												 CUT TO:

INT.  ARMAND RESTAURANT - NIGHT (LATER)

Dana and Venkman are sitting at a table in an elegant restaurant nibbling
caviar and toasting with very expensive champagne.

						VENKMAN
				 (very intimate)
			Here's to -- us.

She sighs and drinks.

						VENKMAN
			So -- are you making any New Year's
			resolutions?

						DANA
			I want to stop getting involved with men who
			aren't good for me.

						VENKMAN
			Does that start exactly at midnight tomorrow,
			or could you hold off for a few days maybe?

						DANA
			For one night in your life, do you think
			it's possible for us to be completely real?

						VENKMAN
			All right, you want to be real?  So tell me
			why did you dump me?

						DANA
			Oh, Peter, I didn't dump you.  I just had
			to protect myself.  You really weren't very
			good for me, you know.

						VENKMAN
			I'm not even good for me.

						DANA
			Why do you say things like that?  You're so
			much better than you know.

						VENKMAN
			Thank you.  If I had that kind of support
			on a daily basis, I could definitely shape
			up by the turn of the century.

						DANA
				 (already feeling the
				 effects of the champagne)
			So why don't you give me a jingle in the
			year 2000?

						VENKMAN
			Let me jingle you right now.

He leans over to kiss her.

						DANA
			Maybe I should call Janine.

						VENKMAN
			Don't worry.  Janine has a very special way
			with children.

They kiss.

												 CUT TO:

INT.  APARTMENT - NIGHT (SAME TIME)

Janine is on the sofa doing her nails while Louis paces with the baby.

						JANINE
				 (looking around)
			I can't believe a person could actually live
			like this.

						LOUIS
				 (to the baby)
			So these dwarfs had a limited partnership in
			a small mining operation and then one day a
			beautiful princess came to live with them.

						JANINE
			It's really not a bad place.  It just needs
			a woman's touch.

						LOUIS
				 (continuing)
			So they bartered room and board in exchange
			for housekeeping services, which was a good
			deal for all of them because then they didn't
			have to withhold tax and social security,
			which I'm not saying is right but it's just
			a story, so I guess it's all right.  I can
			finish this later if you're tired.

Louis goes into the bedroom and puts the baby down.

						JANINE
			You're really good with children, Louis.  I
			can tell.
				 (as he returns)
			Why don't you come here and sit with me?

						LOUIS
			Okay.

He sits stiffly beside her on the sofa.

						JANINE
				 (getting close)
			Motherhood is a very natural instinct for
			me.  I'd like to have a baby myself.
			Wouldn't you?

						LOUIS
				 (gulps)
			Tonight?

EXT.  STREET - MANHOLE COVER - NIGHT (SAME TIME)

A manhole cover is dislodged and pushed up from below.  It slides away,
and Winston crawls out of the manhole followed by Stantz and Spengler.
They are exhausted and covered with slime.

						WINSTON
				 (uncharacteristically
				 angry)
			Nice going, Ray!  What were you trying to
			do -- drown me?

						STANTZ
				 (unusually mean)
			Look, Zeddemore, it wasn't my fault you were
			too stupid to drop that line.

						WINSTON
				 (shoves him)
			You better watch your mouth, man, or I'll
			punch your lights out.

						STANTZ
			Oh yeah?  Anytime, anytime.  Just go ahead
			and try it.

Spengler steps between them with unprecedented aggression.

						SPENGLER
			If you two are looking for a fight, you got
			one.
				 (putting up his fists)
			Who wants it first?  Come on, Ray.  Try me,
			sucker.

						STANTZ
				 (squaring off)
			Butt out, you pencil-necked geek.  I've had
			it with you.

They grab each other and start to tussle.  Suddenly Spengler comes to his
senses and pulls them apart.

						SPENGLER
				 (forcefully)
			Strip!  Right now!  Get out of those clothes!

He starts yanking off his slicker and waders.  Bewildered, Stantz and
Winston start doing the same.  Spengler helps pull off their clothes and
throws them into the open manhole.  Now wearing only long underwear, they
seem to return to normal.

						WINSTON
			What are we doing?  Ray, I was ready to kill
			you.

						STANTZ
			Don't you see?  It's the slime.  That stuff
			is like pure, concentrated evil.

Stantz looks around and sees that they are standing right in front of the
museum.

						SPENGLER
			And it's all flowing right to this spot.

												 CUT TO:

INT.  ARMAND RESTAURANT ENTRANCE - NIGHT (CONTINUOUS ACTION)

The MAITRE D' looks up in surprise as Stantz, Spengler and Winston enter
the restaurant wearing only long underwear.

						MAITRE D'
				 (intercepting them)
			Can I help you?

Stantz looks around and spots Venkman.

						STANTZ
			That's all right, I see him.

They blow right by the Maitre d' who jumps back in horror as they pass.

VENKMAN

He's just about to pour more champagne when he sees Ray, Egon and Winston
coming toward him through the restaurant.

						STANTZ
				 (very excited)
			You should've been there, Venkman.
			Absolutely incredible!

						VENKMAN
			Yeah, sorry I missed it.
				 (noting their attire)
			I guess you guys didn't know about the dress
			code here.  It's really kind of a coat and
			tie place.

						STANTZ
			It's all over the city, Pete -- well, under
			it actually.

						WINSTON
			Rivers of the stuff!

						SPENGLER
			And it's all flowing toward the museum.

He gestures excitedly and a big gob of slime flies across the room and
lands on a well-dressed diner.

						STANTZ
				 (calls out)
			Sorry!

						DANA
			Maybe we should discuss this somewhere else.

Venkman notes the look of alarm on Dana's face and pulls his colleagues
aside.

						VENKMAN
				 (confidentially)
			Boys, listen.  You're scaring the straights.
			Let's save this until tomorrow, okay?

						SPENGLER
				 (to Venkman)
			This won't wait until tomorrow, Venkman.
			It's hot and it's ready to pop.

MAITRE D'

He hurries through the restaurant with two city COPS right behind him and
makes straight for Venkman's table.

						MAITRE D'
			Arrest these men.

						COP
				 (recognizing them)
			Hey!  It's the Ghostbusters.  You're out of
			uniform, gentlemen

Stantz suddenly realizes how ridiculous they look.

						STANTZ
				 (self-conscious)
			Uh -- well -- we had a little accident, but
			forget that.  We have to see the mayor as
			soon as possible.

						COP
			Look, Doc, why don't you just go home.
			You'll get a good night's sleep and then you
			can give the mayor a call in the morning.
			Come on.

He takes Stantz by the arm but Stantz resists.

						STANTZ
			We're not going anywhere with you.  I told
			you we have to see the mayor now.

						COP
				 (grabbing Stantz)
			I'm warning you.  You can come along
			peaceably or --

						VENKMAN
				 (grabs the Cop)
			Hey, don't be an idiot.  This is serious.

						COP
				 (angry)
			Look, pal, keep this up and you're going
			with them.

						VENKMAN
			Oh, yeah?

						COP
				 (has had enough)
			Yeah, let's go.  You're all under arrest.

The Cop catches Venkman in an armlock and starts walking him out of the
restaurant.

						VENKMAN
				 (to Dana)
			Finish your dessert -- it's already paid
			for.  I'll call you.

They all exit, causing a major commotion among the other diners.

EXT.  ARMAND'S RESTAURANT - NIGHT (CONTINUOUS ACTION)

The police car is parked right behind Ecto-2.  Spengler stops at the
police car and confronts the cops.

						SPENGLER
			Look, we're not drunk and we're not crazy.
			This is a matter of vital importance.

Venkman steps in and looks at the policemen's nametags.

						COP
			What are you doing?

						VENKMAN
			I just want to get your names right for when
			the mayor asks us why we didn't let him know
			about this sooner.

The Cops look at each other, uncertain about what to do.

						COP
				 (relenting)
			Okay, Doc.  You want to see the mayor, you
			got it.  Follow us.

They head for their respective vehicles.

												 CUT TO:

INT.  VENKMAN'S LOFT - NIGHT (SAME TIME)

Louis and Janine are on the sofa making out when Dana enters.  They jump
up and start smoothing their clothes.

						LOUIS
				 (embarrassed)
			Oh, hello, Dana.  we were just -- we were --

						DANA
			I know what you were doing, Louis.  It's
			all right.

						JANINE
			How was your date?

						DANA
			Typical.  Peter was arrested.  Has he called?

						LOUIS
			No, nobody called.

Dana frowns.

						DANA
			Is everything all right with Oscar?

						JANINE
			Oh, he's fine.  He's such a good baby.  He
			was a little fussy at first, but we gave
			him a Freach bread pizza and he went right
			to sleep.

						DANA
				 (relieved)
			Oh, good.  I'll just check on him.

She crosses to the bedroom.

INT.  VENKMAN'S BEDROOM - NIGHT (CONTINUOUS ACTION)

Dana looks at Oscar sleeping peacefully on the bed.  She starts to change
clothes.

INT.  VENKMAN'S LIVING ROOM - NIGHT (SAME TIME)

Louis and Janine aren't sure what to do.

						LOUIS
			Should we go?

						JANINE
			I don't think we should leave her alone.

						LOUIS
			You're right.  We should stay.

He grabs Janine and they start making out again.

												 CUT TO:

INT.  MUSEUM RESTORATION STUDIO - NIGHT (SAME TIME)

Janosz stands before the painting of Vigo.  Vigo comes to life and
repeats the litany of his power.

						VIGO
			I, Vigo, the scourge of Carpathia --

						JANOSZ
				 (heard all this before)
			Yes, the scourge --

						VIGO
			-- the sorrow of Moldavia --

						JANOSZ
			-- the sorrow --

						VIGO
			I command you.

						JANOSZ
				 (checking his watch)
			I await the word of Vigo.

						VIGO
			The season of evil begins with the birth of
			the new year.  Bring me the child that I
			might live again.

						JANOSZ
				 (abjectly humble)
			Lord Vigo, the mother, Dana, is fine and
			strong.  I was wondering -- well, would it
			be possible -- if I bring the baby, could I
			have the woman?

						VIGO
			So be it.  On this the day of darkness, she
			will be ours, wife to you and mother to me.

												 CUT TO:

EXT.  CARL SCHURZ PARK - NIGHT (LATER)

Preceded by a police car, Ecto-2 enters the small park on the East River
at 88th Street and disappears into an underground entrance.  The CAMERA
PANS UP to reveal Gracie Mansion, the residence of the Mayor of New York
City.

INT.  GRACIE MANSION - MOMENTS LATER

The Ghostbusters, now wearing police raincoats over their longjohns are
ushered through the house by a butler to a set of double oak doors.  The
butler knocks lightly, then opens the door to reveal the MAYOR sitting in
front of the fireplace in his well-appointed private study, flanked by
Jack Hardemeyer, both in tuxedoes.  The Ghostbusters enter.

INT.  STUDY - CONTINUOUS ACTION

The Mayor is impatient and a little angry at having been pulled out of
his formal reception.  He frowns at their bizarre attire.

						MAYOR
			All right -- the Ghostbusters.  I'll tell
			you right now; I've got two hundred of the
			heaviest campaign contributors in the city
			out there eating bad roast chicken waiting
			for me to give the speech of my life.
			You've got two minutes.  Make it good.

						STANTZ
			You get enough negative energy flowing in a
			dense environment like Manhattan, it starts
			to build up, and if we don't do something
			fast this whole place will blow like a frog
			on a hotplate.

						WINSTON
			Tell him about the toaster.

						VENKMAN
			I don't think he's ready for the toaster.

						MAYOR
				 (shaking his head)
			Being miserable and treating other people
			like dirt is every New Yorker's God-given
			right.  What am I supposed to do -- go on
			television and tell eight million people
			they have to be nice to each other?  I'm
			sorry, none of this makes any sense to me,
			and if anything does happen we've got plenty
			of paid professionals to deal with it.  Your
			two minutes are up.  Good night, gentlemen.

The mayor exits, leaving the Ghostbusters to Hardemeyer.

						HARDEMEYER
				 (smirking)
			That's quite a story.

						VENKMAN
			Yeah, I think the Times might be interested,
			don't you?  The Post might have a lot of fun
			with it, too.

Hardemeyer's eyes go cold and calculating.

						HARDEMEYER
			Before you go running to the newspapers with
			this, would you consider telling this slime
			thing to some people downtown?

						VENKMAN
			Now you're talking.

												 CUT TO:

INT.  PARKVIEW HOSPITAL - PSYCHIATRIC WARD - NIGHT (LATER)

An attendant opens a locked door with a wire mesh window and the
Ghostbusters, in straitjackets, are led into the psych ward as Hardemeyer
confers with the chief PSYCHIATRIST.

						WINSTON
				 (protesting)
			I'm telling you, we're not crazy.  He is!

HARDEMEYER

He laughs off the remark.

						HARDEMEYER
				 (to the Psychiatrist)
			The mayor wants them kept under strict
			observation for a few days.  We think
			they're seriously disturbed and potentially
			dangerous.

						PSYCHIATRIST
			We'll do whatever's necessary.

Hardemeyer shakes his hand and exits as the door slams shut on the
Ghostbusters.

INT.  VENKMAN'S LOFT - NIGHT (SAME TIME)

Louis and Janine are watching an old rerun on TV, eating popcorn, while
Dana is stretched out on the other sofa.

						DANA
				 (wishing they'd leave)
			You know you really don't have to stay.
			Peter should be back soon.

						LOUIS
			Oh no, we don't mind.

She hears a little CRY from the nursery and sits up.

						DANA
			Excuse me.  I think Oscar is up.

She crosses to the bedroom.

INT.  VENKMAN'S BEDROOM - NIGHT (CONTINUOUS ACTION)

Dana enters and immediately notices that the crib is empty and the window
is open.

						DANA
				 (screams)
			Louis!

Frantic now, Dana rushes to the window and looks out, as Louis and Janine
come running in.

EXT.  WINDOW LEDGE - DANA'S POV - NIGHT (ECLIPSE)

The baby is standing out on the ledge at the corner of the building,
fifty feet above the street, staring off into the distance as if he's
waiting for something.

EXT.  WINDOW LEDGE - NIGHT (ECLIPSE) (CONTINUOUS ACTION)

Dana climbs out onto the ledge and starts inching slowly toward the baby.
Then she stops as a miraculous apparition materializes.

LOUIS AND JANINE

They lean out the window, gaping at the apparition.

EXT.  VENKMAN'S LEDGE - APPARITION

A sweet, kindly-looking English nanny appears, pushing a pram, strolling
on thin air parallel to the ledge high above the ground.  Her face looks
remarkably like Janosz Poha's.  The nanny extends her hand to the BABY
who GURGLES sweetly as he reaches out to take it.

DANA

She watches in helpless horror.

						DANA
				 (screams)
			No!!

GHOST NANNY

She picks up the baby and lays it gently in the pram, then turns and
smiles at Dana.  The smile turns to a hideous grin, then the nanny
shrieks at Dana and takes off like a shot with the baby.

DANA

She watches the creature fly off with Oscar, then climbs back through
the window assisted by Louis and Janine.

						DANA
				 (resolutely)
			Louis, you have to find Peter and tell him
			what happened.

						LOUIS
				 (confused and worried)
			Where're you going?

						DANA
			To get my baby back.

												 CUT TO:

EXT.  MUSEUM - NIGHT (A LITTLE LATER)

A taxi pulls up, Dana jumps out and rushes into the museum.  The moment
the door closes behind her, there is a loud THUNDERCLAP, the ground
trembles and a massive amount of slime erupts from around the base of
the museum and starts covering the walls, sealing her inside the
building.

												 CUT TO:

INT.  PARKVIEW PSYCHIATRIC - PADDED ROOM - NIGHT (SAME TIME)

Venkman, Stantz, Spengler and Winston are in a padded cell.  They are
handcuffed and the cuffs are chained to thick leather belts around their
waists.  Venkman stands there banging his head into the padded wall
while the others try to explain the situation to a skeptical
Psychiatrist.

						STANTZ
			We think the spirit of Vigo the Carpathian
			is alive in a painting at the Manhattan
			Museum.

						PSYCHIATRIST
			I see. And are there any other paintings in
			the museum with bad spirits in them?

						SPENGLER
				 (impatient)
			You're wasting valuable time!  We have reason
			to believe that Vigo is drawing strength from
			a psychomagnetheric slime flow that's been
			collecting under the city.

						PSYCHIATRIST
			Yes, tell me about the slime.

						WINSTON
			It's potent stuff.  We made a toaster dance
			with it, then a bathtub tried to eat his
			friend's baby.

The psychiatrist looks at Venkman.

						VENKMAN
			Don't look at me.  I think they're nuts.

												 CUT TO:

INT.  MUSEUM RESTORATION STUDIO - NIGHT (SAME TIME)

Moonlight streams through the skylight above, bathing the studio in
eerie white light.  Oscar is lying safely on a table in front of the
painting of Vigo.  Dana enters cautiously and sees the baby.  Seeing no
one else about, she quickly sneaks down to the table and picks up the
baby, hugging hin tight, greatly relieved to find him unharmed and
intact.

						JANOSZ (O.S.)
			I knew you would come.

Startled, Dana turns at the sound of his voice as Janosz steps out from
behind the Vigo painting.

						DANA
				 (defiantly)
			What do you want with my baby?

						JANOSZ
			No harm will come to the child.  You might
			even say it's a privilege.  He will be the
			vessel for the spirit of Vigo.  And you --
			well, you will be the mother of the ruler
			of the world.  Doesn't that sound nice?

						DANA
			If this is what the world will be like, I
			don't want to live in it.

						JANOSZ
				 (confidentially, indicating
				 Vigo)
			I don't believe we have the luxury of choice.

						DANA
			Everybody has a choice.

						JANOSZ
			Not in this case, my dear.  Take a look.
			That's not Gainsborough's Blue Boy up there.
			He's Vigo!

						DANA
			I don't care who he is.  He's not taking my
			baby.

Dana walks quickly to the door but suddenly Oscar flies out of her arms,
floats across the room and lands lightly back in the cradle.

DANA

She turns and looks at Vigo, for the first time feeling his power.

						JANOSZ
			You will see.  It's all for the best.

												 CUT TO:

EXT.  PARKVIEW HOSPITAL - DAY (NEXT MORNING)

It's the last day of the year and the sun is shining brightly.

												 CUT TO:

INT.  PARKVIEW PSYCHIATRIC WARD - DAY (SAME TIME)

The Ghostbusters are sitting in the dayroom, a dingy lounge for patients
in the locked ward.  There is a television set, a Ping-Pong table and a
few tables and chairs.  Stantz is looking at the sky through the heavy
wire mesh covering the windows.

						STANTZ
			This is it. boys.  It's starting.  Shit-storm
			2000.

Venkman is doing occupational therapy, weaving on a little hand-loom.

						VENKMAN
			It better not start yet.  I'm trying to
			finish my potholder before lunch.

						WINSTON
			You think all those predictions about the
			world coming to an end in the 1990s are true?

A PATIENT at the next table joins the discussion.

						PATIENT
				 (with certainty)
			1997.  My dog told me.

						VENKMAN
			What kind of dog?

						PATIENT
			Labrador.

						VENKMAN
				 (shakes his head)
			Habitual liars.  They can't help it.  It's
			in the breed.

												 CUT TO:

INT.  PARKVIEW HOSPITAL - EXAMINING ROOM - DAY (SAME TIME)

Louis is pleading with his cousin, SHERMAN TULLY, a doctor on the staff
at Parkview.  He looks and sounds just like Louis.

						LOUIS
			Come on, Sherm.  You're my cousin.  Do this
			for me.  I'm begging you.

						SHERMAN
			I can't do it, Louis.  It isn't ethical.  I
			could lose my license.

						LOUIS
			Why can't you just have them released?
			You're a doctor.

						SHERMAN
			I'm a dermatologist.  I can't write orders
			on the psych ward.

						LOUIS
			Sherman, I've done lots of favors for you.

						SHERMAN
			Like what?

						LOUIS
			I got you out of those bad tax shelters.

						SHERMAN
			You were the one who got me in.

						LOUIS
			I fixed you up with Diane Troxler and she
			put out, didn't she?

						SHERMAN
			Yeah, I had to give her free dermabrasion
			for a year.  Forget it, Louis.  I could get
			in a lot of trouble.

						LOUIS
			I'm telling you, we're all going to be in
			big trouble if we don't do something fast.
			That ghost guy came and took my friend's
			baby and we got to get it back.  It's just
			a scared little baby, Sherm.

						SHERMAN
			Then you should go to the police.  I don't
			believe in any of that stuff.

Sherman looks out the window.

EXT.  SKY - SHERMAN'S POV

The sky begins to go dark as the sun is magically eclipsed.

INT.  EXAMINING ROOM - CONTINUOUS ACTION - DAY

The room goes dark.  Louis switches on a lamp which casts an eerie light
on his face.

						LOUIS
				 (spooky)
			Do you believe it now, Sherm?

												 CUT TO:

EXT.  HUDSON RIVER PIER - NIGHT (ECLIPSE)

A drainpipe starts dripping slime into the river near the Cunard Line
docks.

												 CUT TO:

EXT.  PUBLIC FOUNTAIN (59TH AND FIFTH) - NIGHT (ECLIPSE)

With the Plaza Hotel in the background, the fountain starts to spout
psycho-reactive slime.

HOTEL ENTRANCE

A well-heeled MAN and WOMAN step out of a limousine and walk up the steps
toward the revolving door.  She looks up at the sky and frowns.

						WOMAN
				 (shrewish)
			I told you we should have stayed in Palm
			Beach.  The weather here gets stranger every
			year.

						MAN
			Yes, dear.

She doesn't notice it, but a small amount of slime falls on the back of
her luxurious, full-length, white mink coat.  The doorman nods
courteously and extends a hand to help her up the stairs.

WOMAN

She yelps in pain.

						WOMAN
				 (to the doorman)
			Something just bit me!

The doorman looks curiously at her, then recoils in shock as her coat
comes alive.  MINK HEADS pop out of the thick fur, SNARLING, BARKING and
YAPPING, their sharp, little teeth biting the air.  Reacting quickly, the
doorman yanks the coat off the woman's back, throws it to the ground and
starts stomping on it as the Woman and her husband look on in horror.
The coat scuttles down the steps and runs off down the street.

												 CUT TO:

INT.  MIDTOWN CENTRAL POLICE PRECINCT - NIGHT (ECLIPSE)

The squad room is busy as DETECTIVES try to answer the flood of calls
regarding the wave of supernatural events sweeping the city.

						DETECTIVE ONE
				 (on the phone)
			Look, lady, of course there are dead people
			there.  It's a cemetery ...
				 (his face falls)
			They were asking you for directions?

						DETECTIVE TWO
				 (on another phone)
			Was this a big dinosaur or a little dinosaur?
			... Oh, just the skeleton, huh?  Well, where
			is it now?

						DETECTIVE THREE
				 (on the phone)
			Wait a second -- the park bench was chasing
			you?  You mean, someone was chasing you in
			the park ... No, the bench itself was chasing
			you.  I see --

A weary SERGEANT answers a RINGING PHONE.

						SERGEANT
			Manhattan Central, Flaherty speaking ...
			Yeah ... yeah? ... What?  Who is this? ...
			Wait a second.

He puts the caller on "Hold" and turns the LIEUTENANT.

						SERGEANT
			Lieutenant, I think you better talk to this
			guy.

						LIEUTENANT
				 (on another call)
			What is it?  I'm talkin' here!

						SERGEANT
			It's some dock supervisor down at Pier 34
			on the Hudson.  The guy's going nuts.

						LIEUTENANT
			What's the problem?

						SERGEANT
				 (takes a deep breath)
			He says the Titanic just arrived.

INT.  PORT AUTHORITY OFFICE - NIGHT (ECLIPSE)

The dock supervisor stands there with the phone in his hand, an assistant
beside him, both staring out the window at the ocean liner tied up at the
pier.

EXT.  PIER 34 - THEIR POV - NIGHT (ECLIPSE)

The name "R.M.S. Titanic" is clearly visible on the side of the huge
ship.  The gangplank is down and dozens of drowned passengers, sopping
wet and festooned with seaweed, are disembarking while drowned porters
off-load their waterlogged baggage.

												 CUT TO:

EXT.  PARKVIEW HOSPITAL - NIGHT (MOMENTS LATER)(ECLIPSE)

Ecto-2 is parked outside as Louis and Sherman come out of the hospital
with the Ghostbusters, now wearing their standard uniforms.

						STANTZ
			Good work, Louis.  How did you get us out?

						LOUIS
			Oh, I pulled a few strings.  I wouldn't want
			to say any more than that.

Louis winks conspiratorially at Sherman.

						LOUIS
			This is my cousin Sherman.  Sherm, say hello
			to the Ghostbusters.
				 (sotto voce to Stantz)
			I promised him a ride in the car if he got
			you out.

						SHERMAN
				 (to the Ghostbusters)
			Hi, it's really great to meet you guys.  I
			know this sounds weird but once I had a
			dream that my grandfather was standing at
			the foot of my bed, but I knew it was
			impossible because he died and he started
			to tell me that --

While he's talking, the Ghostbusters jump in the Ectomobile and drive
off, leaving him and Louis standing at the curb.

						LOUIS
			Hey!  Wait!  Okay, I'll meet you there.

						SHERMAN
			I thought you were like the fifth Ghostbuster.

						LOUIS
			I let them handle all the little stuff.  I
			just come in on the big ones.

												 CUT TO:

-----------------------------------------------------------------------
(original version of the above scene - 11/27/88)
(TRANSCRIBER'S NOTES: These two versions of this scene were put in my
copy of the script, so I have included both of them here)

						LOUIS
			Actually, they still think you're crazy, but
			I convinced them you're not dangerous.

						VENKMAN
				 (determined)
			Yeah, well guess again.

EXT.  BELLEVUE HOSPITAL - NIGHT (ECLIPSE)(MOMENTS LATER)

Ecto-2 is parked outside and the Ghostbusters are hastily donning their
standard uniforms.

						LOUIS
			I brought everything you asked for and I
			gassed up the car with Super Unleaded.  It
			cost twenty cents more than Regular Unleaded
			but you get much better performance and in
			an old car like this that'll end up saving
			you money in the long run.  I put it on my
			credit card, so you can either reimburse me
			or I can take it out of petty cash --

While he's talking, the Ghostbusters jump in the Ecto-2 and drive
off without him.

						LOUIS
			Hey!  Wait!  Okay, I'll meet you there.

												 CUT TO:

-----------------------------------------------------------------------

EXT.  MUSEUM - NIGHT (ECLIPSE)(LATER)

ECTO-2 pulls to the curb across the street from the museum.  Hundreds of
spectators are already there gawking at the building as the Ghostbusters
jump out and gape at the sight that greets them.

EXT.  MUSEUM THEIR POV - BUILDING

The building is now totally covered in a shell of psycho-reactive slime.
CITY WORKMEN and FIREMEN are trying to cut their way in with blowtorches,
jackhammers, power tools and the "jaws of life," but they can't even make
a dent.

GHOSTBUSTERS

They size up the situation as they don their proton packs.

						STANTZ
			It looks like a giant Jello mold.

						VENKMAN
			I hate Jello.

They stride manfully across the street and approach the main entrance to
the museum.

						STANTZ
				 (to the Fire Captain)
			Okay, give it a rest, Captain.  We'll take
			it from here.

						FIRE CAPTAIN
				 (skeptical)
			Be my guest.  We been cutting here for three
			hours.  What the hell's going on?  You know
			the Titanic arrived this morning?

						VENKMAN
			Well, better late than never.

The workmen and firemen put down their tools and fall back as the
Ghostbusters draw their particle throwers.

						SPENGLER
				 (monitoring valences)
			Full neutronas, maser assist.

They adjust their settings and prepare to fire.

						STANTZ
			Throw 'em!

They trigger their throwers and spray the front doors of the building
with bolts of proton energy, but it has no effect on the hardened slime.

						VENKMAN
				 (to the firemen)
			Okay, who knows "Cumbaya?"

A few of the firemen and workmen tentatively raise their hands.  Venkman
grabs them and lines them up at the entrance of the museum.

						VENKMAN
			All right.  Nice and sweet --
				 (starts singing)
			Cumbaya, milord, cumbaya --

Stantz, Spengler, Winston and the firemen sing along, reluctantly holding
hands and swaying to the music.

						ALL
				 (singing)
			Cumbaya, milord, cumbaya, Cumbaya, milord,
			cumbaya, Oh, Lord, cumbaya.

Stantz inspects the wall of slime with his infra-goggles and finds that
they have only managed to open a hole the size of a dime.

						STANTZ
			Forget it.  The Vienna Boys Choir couldn't
			get through this stuff.

						VENKMAN
			Good effort.  Now what?  Should we say
			supportive, nurturing things to it, Ray?

						SPENGLER
			It won't work.  There's no way we could
			generate enough positive energy to crack
			that shell.

						STANTZ
			I can't believe things have gotten so bad
			in this city that there's no way back.
			Sure, it's crowded, it's dirty, it's noisy.
			And there are too many people who'd just as
			soon step on your face as look at you.  But
			there've got to be a few sparks of sweet
			humanity left in this burned-out burg.  We
			just have to mobilize it.

						SPENGLER
			We need something that everyone can get
			behind, a symbol --

His eyes fall on ECTO-2's New York State license plate which features a
line drawing of the Statue of Liberty.

						STANTZ
				 (he sees it, too)
			Something that appeals to the best in each
			and every one of us --

						SPENGLER
			Something good --

						VENKMAN
			And pure --

						WINSTON
			And decent.

EXT.  THE STREET - NIGHT (SAME TIME)

There is a commotion among the crowd as the Mayor's limousine arrives
with a police escort.  Jack Hardemeyer steps out followed by the Mayor
himself and they cross to the museum entrance.

Hardemeyer, his ASSISTANT and several police BODYGUARDS confront the
Ghostbusters.

						HARDEMEYER
			Look, I've had it with you.  Get your stuff
			together, get back in that clown car and get
			out of here.  This is a city matter and
			everything's under control.

						VENKMAN
			Oh, you think so?  Well, I've got news for
			you.  You've got Dracula's brother-in-law
			in there and he's got my girlfriend and her
			kid.  Around about midnight tonight, when
			you're partying uptown, this guy's going to
			come to life and start doing amateur head
			transplants.  And that's just round one.

						MAYOR
			Are you telling me there're people trapped
			in there?

						HARDEMEYER
				 (to his assistant)
			This is dynamite.  Call A.P., U.P.I., and
			C.N.N. and get them down here right away.
			When the police bring this kid out I want
			them to hand it right to the mayor and I
			want it all on camera.

						STANTZ
			Mr. Mayor, if we don't do something by
			midnight, you're going to go down in history
			as the man who let New York get sucked down
			into the tenth level of hell.

The Mayor stops to consider the situation.

						MAYOR
				 (to the Fire Captain)
			Can you get into that museum?

						FIRE CAPTAIN
			If I had a nuclear warhead, maybe.

The Mayor turns to Venkman.

						MAYOR
			You know why all these things are happening?

						VENKMAN
			We tried to tell you last night, but Mr.
			Hard-On over here packed us off to the loony
			bin.

Hardemeyer flips out.

						HARDEMEYER
			This is preposterous!  You can't seriously
			believe all this mumbo-jumbo!  It's the
			Twentieth Century, for crying out loud!
				 (viciously, to Venkman)
			Look, mister, I don't know what this stuff
			is or how you got it all over the museum,
			but you better get it off and I mean right
			now!

He pounds the wall of slime with his fist, and they all watch in
amazement as his fist goes through the wall and he is sucked bodily
through the slime curtain.  Only his shoes can be seen, embedded in the
slime.

						MAYOR
				 (to Venkman)
			Okay, just tell me what you need.

												 CUT TO:

EXT.  LIBERTY ISLAND (NEW YORK HARBOR) - NIGHT

With the city skyline in the b.g., the Ghostbusters prepare their
equipment.  Each of them dons a makeshift backpack consisting of tanks,
hoses, nozzles and an abundance of gauges, valves and regulators.
Venkman looks up at the Statue of Liberty looming above them.

						VENKMAN
			Kind of makes you wonder, doesn't it?

						WINSTON
			Wonder what?

						VENKMAN
			If she's naked under that toga.  She's
			French, you know.

						SPENGLER
			There's nothing under that toga but 300 tons
			of iron and steel.

Stantz is looking worried.

						STANTZ
			I hope we have enough stuff to do the job.

						VENKMAN
			Only one way to find out.
				 (to Stantz)
			Ready, Teddy?

They enter the statue.

												 CUT TO:

INT.  STATUE OF LIBERTY - MOMENTS LATER

The Ghostbusters are working from the iron staircase that spirals
straight up 100 feet inside the hollow super-structure of the statue.
Spengler and Winston are busy assembling hundreds of wires connected to
various relays on the interior surface of the statue.  Venkman and Stantz
are mounting large auditorium loudspeakers near the top of the staircase.
They finish the installation, then Stantz dons one of the new backpacks
and gives the order.

						STANTZ
			Okay, boys.  Let's frost it.

They begin hosing the inside of the statue with the psycho-reactive
slime.

												 CUT TO:

INT.  FIREHOUSE - NIGHT (SAME TIME)

Janine watches as Louis, wearing a Ghostbuster uniform, slings a heavy
proton pack onto his back.

						JANINE
			I'm not sure this is such a good idea?  Do
			they know you're doing this?

						LOUIS
			Oh, yeah, sure -- no.  But there's really
			not much to do here and they might need
			some back-up at the museum.

						JANINE
			You're very brave, Louis.  Good luck.

She kisses Louis and he gets extremely self-conscious.

						LOUIS
			Uh -- oh -- well, I better hurry.

He rushes out.

EXT  STREET OUTSIDE FIREHOUSE - NIGHT (LITTLE LATER)

Louis stands on the street corner waiting for a bus.  Finally, a bus
pulls up, Louis climbs aboard and finds Slimer behind the wheel.

												 CUT TO:

INT.  STATUE OF LIBERTY - OBSERVATION DECK - MOMENTS LATER

Venkman, Stantz, Spengler and Winston are standing in the observation
windows in the crown of the statue.  It looks like they're on the bridge
of an ocean liner, then the CAMERA PULLS BACK to reveal the head of the
statue.

STANTZ

He plugs the main cable lead into a transformer.

						STANTZ
			It's all yours, Pete.
				 (checks his watch)
			There's not much time left.

Venkman plugs the speaker cable into a Walkman and gives a downbeat.

						VENKMAN
				 (giving the downbeat)
			Okay, one, two, three, four --

He hits "Play" on the Walkman and "HIGHER AND HIGHER" BOOMS from the huge
SPEAKERS, amplified by the statue's vast hollow interior.

INT.  OBSERVATION DECK - NIGHT (CONTINUOUS ACTION)

The head of the statue lurches suddenly, but the Ghostbusters cling to
the rail and manage to keep their feet.

						STANTZ
			She's moving!

						WINSTON
			I've lived in New York all my life and I
			never visited the Statue of Liberty.  Now I
			finally get here and we're taking her out
			for a walk.

						SPENGLER
				 (reading the Giga-meter)
			We've got full power.

Stantz picks up a Nintendo control paddle from a home video game and
starts pushing the buttons.

						VENKMAN
				 (into a microphone)
			Okay, Libby.  Let's get it in gear.

They feel a strong vibration and the statue starts to move.

												 CUT TO:

EXT.  SOUTH STREET SEAPORT - NIGHT

New Years Eve celebrants line the riverfront, pointing and gawking at an
incredible sight.

EXT.  EAST RIVER - THEIR POV - NIGHT (CONTINUOUS ACTION)

The statue is moving up the river almost completely submerged, only her
head from the nose up is visible above the surface.

INT.  OBSERVATION DECK - NIGHT (CONTINUOUS ACTION)

Winston looks out apprehensively.

						WINSTON
			How deep does it get?  That water's cold and
			I can't swim.

						VENKMAN
			It's okay.  I have my Senior Lifesaving card.

						SPENGLER
			With a water temperature of forty degrees
			we'd survive approximately fifteen minutes.

Stantz studies a maritime navigational chart.

						STANTZ
			I'll keep to the middle of the channel.
			We're okay to 59th Street, then we'll go
			ashore and take First Avenue to 79th.

						VENKMAN
			Are you kidding?  We'll hit all that bridge
			traffic at 59th.  I'm going to take 72nd
			straight up to Fifth.  Trust me, I used to
			drive a cab.

												 CUT TO:

EXT.  RIVERFRONT - NIGHT (SAME TIME)

Spectators cheer wildly, inspired by the sight of the Statue.

												 CUT TO:

INT.  MUSEUM RESTORATION STUDIO - NIGHT (SAME TIME)

Janosz is sitting next to Dana, still wheedling her with promises and
self-serving logic.

						JANOSZ
			Time is running out, Dana.  Soon it will be
			midnight and the city will be mine -- and
			Vigo's.  Well, mainly Vigo's.  But we have
			a spectacular opportunity to make the best
			of our relationship.

						DANA
			We don't have a relationship.

						JANOSZ
			I know.  Marry me, Dana, and together we
			will raise Vigo as our son.  There are many
			perks that come with being the mother of a
			living god.  I'm sure he will supply for us
			a magnificent apartment.  And perhaps a car
			and free parking.

						DANA
			I hate and despise you and everything you
			stand for with all my heart and soul.  I
			could never forgive what you've done to me
			and my child.

						JANOSZ
			Many marriages begin with a certain amount
			of distance, but after a while I believe we
			could learn to love each other.  Think about
			it.

						DANA
			I'd rather not.

												 CUT TO:

EXT.  TIMES SQUARE - NIGHT (SAME TIME)

People are jammed together shoulder to shoulder filling Times Square,
watching the big Seiko clock count down the last ten minutes to midnight.
Suddenly, they look down Broadway and see a magnificent sight.

EXT.  BROADWAY - NIGHT (CONTINUOUS ACTION)

The Statue of Liberty is walking up Broadway approaching 42nd Street,
with "Higher and Higher" BOOMING from the SPEAKERS inside.  A great cheer
goes up, and the crowd goes wild with joy, dancing and singing along with
the MUSIC.

INT.  STATUE OF LIBERTY OBSERVATION DECK - NIGHT (CONTINUOUS)

Spengler reads the Giga-meter.

						SPENGLER
			It's working.  The positive GeV's are
			climbing.

						VENKMAN
				 (patting the Statue)
			They love you, Lib.  Keep it up.

												 CUT TO:

EXT.  FIFTH AVENUE - NIGHT (LATER)

The avenue has been closed to traffic and barricades placed, blocking all
the side streets.  A squadron of police motorcycles comes speeding around
the corner at 72nd Street and proceeds up Fifth Avenue in the direction
of the museum.  Then MUSIC is heard BOOMING in the distance, the ground
shakes and the Statue of Liberty comes walking around the corner onto
Fifth Avenue followed by a wildly cheering throng.

												 CUT TO:

INT.  OBSERVATION DECK - NIGHT (CONTINUOUS ACTION)

The Ghostbusters can see the museum ahead.

						VENKMAN
			So far so good.

						SPENGLER
				 (worried)
			I'm worried.  The vibrations could shake her
			to pieces.  We should have padded her feet.

						STANTZ
			I don't think they make Nikes in her size.

						VENKMAN
			We're almost there, Lib.
				 (to Stantz)
			Step on it.

EXT.  STREET - NIGHT (CONTINUOUS ACTION)

The Statue's huge foot comes down and squashes a car.

INT.  OBSERVATION DECK - NIGHT (CONTINUOUS ACTION)

The Ghostbusters look down at the flattened car.

						STANTZ
				 (shouts out the window)
			My Fault!

						VENKMAN
				 (shouts)
			She's new in town.

												 CUT TO:

INT.  MUSEUM - RESTORATION STUDIO - SAME TIME

Janosz is painting the last of the mystical symbols on the baby's chest.

												 CUT TO:

EXT.  TIMES SQUARE - NIGHT (SAME TIME)

The people still in the square start counting off the last ten seconds to
midnight and the New Year.

						CROWD
				 (chanting)
			Ten .. nine ... eight ... seven ...

												 CUT TO:

INT.  MUSEUM - PAINTING - NIGHT

A strange light spreads over the painting.  As the light moves onto his
face, Vigo spreads his arms wide and his upper body starts to emerge from
the canvas.

						VIGO
			Soon my life begins.  Then woe to the weak,
			all power to me, the world is mine.

INT.  MUSEUM - JANOSZ - NIGHT

The baby's body begins to glow as Vigo reaches out for it.  Then suddenly
a dark shadow falls across the skylight.  Janosz looks up.

INT.  MUSEUM - JANOSZ'S POV - SKYLIGHT - NIGHT

The Statue of Liberty is looming over the skylight looking down on Janosz
with an expression of righteous anger on it's face.

EXT.  MUSEUM - NIGHT (CONTINUOUS ACTION)

Kneeling beside the museum, the statue draws back it's mighty right arm
and smashes the skylight with its torch.

INT.  RESTORATION STUDIO - NIGHT (CONTINUOUS ACTION)

Janosz retreats from the shower of broken glass as the Ghostbusters come
sliding down ropes into the studio and confront Janosz with their new
weapons.  Quick as a flash, Dana seizes the moment, dashes across the
studio and snatches the baby from Vigo's outstretched arms.

						VENKMAN
				 (to Janosz)
			Happy New Year.

INT.  MUSEUM - VIGO PAINTING - NIGHT (CONTINUOUS ACTION)

Vigo bellows in rage.

INT.  MUSEUM - STUDIO - NIGHT (CONTINUOUS ACTION)

Janosz steps in front of the painting.

						SPENGLER
			Hi there.  Feel free to try something stupid.

Janosz sneers, trusting the invincibility of Vigo.

						JANOSZ
			You pitiful, miserable creatures!  You dare
			to challenge the power of darkness?  Don't
			you realize what you are dealing with?  He's
			Vigo!  You are like the buzzing of flies to
			him.

						VENKMAN
				 (sighs)
			Oh, Johnny.  Did you back the wrong horse.

With that, the Ghostbusters fire their slime-blowers and hose Janosz from
head to toe, blowing him into the corner.  Then they turn to Vigo.

VIGO

He is now almost completely out of the painting, but still held from the
knees down.  He spits and rages at the Ghostbusters, trying to unleash
his magic powers.

THE GHOSTBUSTERS

They stand fast, secure in the knowledge that Vigo's power has been
neutralized by the good will of the people.

						STANTZ
			Vigi, Vigi, Vigi -- you have been a bad
			little monkey.

						VENKMAN
			The whole city's together on this one.  We
			took a vote.  Everybody's down on you, you
			know.

						WINSTON
				 (arming his slime-blower)
			Say goodnight now.

Suddenly Vigo grabs Stantz by the neck and holds him up as a shield.

						SPENGLER
			Don't shoot!  You'll hit Ray!

						STANTZ
				 (strangling)
			Do it!  Just do it!

Winston fires and hoses both Vigo and Ray.

VIGO

He bellows and drops Ray, then falls back into the painting.

INT.  MUSEUM - PAINTING - NIGHT

The paint turns liquid, melts off the canvas and runs onto the floor
revealing another painting underneath it.

INT.  MUSEUM - GHOSTBUSTERS - NIGHT (AFTER BATTLE)

Venkman, Spengler and Winston rush over to Ray and kneel beside him.  He
is completely covered with slime and motionless.

						SPENGLER
				 (examining him)
			He's breathing.

Winston wipes the slime off Ray's face and Ray opens his eyes.

						WINSTON
			Ray -- Ray -- How do you feel, man?

						STANTZ
				 (smiles lovingly)
			Groovy.  I've never felt better in my life.

						VENKMAN
			Oh, no.  We've got to live with this?

They pull him to his feet.

						STANTZ
			I love you guys.  You're the best friends
			I've ever had.

He hugs them each in turn, leaving them slimed as well.  Venkman recoils
in disgust.

						VENKMAN
			Hey, I just had this suit cleaned.
				 (indicating Janosz)
			Take care of the wiggler, will you.

Venkman crosses to Dana who is snuggling the baby.  She hugs Venkman.

						VENKMAN
			What is this -- a love in?
				 (notes the symbols painted
				 on the baby's body)
			Hey, sailor.  I think the tattoos are a
			little much, don't you?

He picks up the baby.

						DANA
				 (to Venkman)
			I think he likes you.  I think I do too.

						VENKMAN
			Finally came to your senses, huh?

They hug and kiss.

SPENGLER, WINSTON AND STANTZ

They help Janosz to his feet.  He's dazed but unhurt.

						JANOSZ
				 (restored to normalcy)
			What happened?

						STANTZ
				 (calmly)
			Sir, you had a violent, prolonged,
			transformative psychic episode.  But it's
			over now.  Want a coffee?

						JANOSZ
				 (extremely nice)
			That's very kind of you.

						SPENGLER
				 (to Stantz)
			He's fine, Ray.  Physically intact,
			psychomagnetherically neutral.

						JANOSZ
			Is that good?

						WINSTON
			It's where you want to be.

As they exit they stop to examine the painting that was concealed by
Vigo's self-portrait.

						SPENGLER
			Late Renaissance, I think.  Caravaggio or
			Brunelleschi.

						WINSTON
				 (staring at it)
			There's something very familiar about this
			painting.

INT.  MUSEUM - NEW PAINTING - NIGHT

It's a beautiful painting in the high-Renaissance style depicting four
archangels hovering protectively over a cherubic baby.  One holds a harp,
one, an olive branch, the third, a book, and the last, a sword.  Most
remarkably, their faces bear an uncanny resemblance to Venkman, Stantz,
Spengler and Winston.

												 CUT TO:

EXT.  STREET - NIGHT (SAME TIME)

A city bus pulls up near the museum and Louis steps off.  He waves his
thanks to Slimer who is behind the wheel.

						LOUIS
				 (to Slimer)
			Okay, so Monday night we'll get something
			to eat and maybe go bowling?  Can you bowl
			with those little arms?

SLIMER GRUNTS and SLOBBERS a reply, flexing his scrawny biceps.

						LOUIS
			Okay, I have to go save Dana.  I'll see you
			later.

												 CUT TO:

EXT. MUSEUM - NIGHT (LITTLE LATER)

The Ghostbusters are greeted by wild cheering and applause as they come
out the main entrance with Dana and the baby.  Everybody starts singing
"Auld Lang Syne."  Louis picks his way through the celebrating crowd and
finds the Ghostbusters.

						LOUIS
			Am I too late?

						STANTZ
			No, you're right on time.

Stantz pops the cork on a bottle of champagne and hands it to him.

EXT.  MUSEUM ENTRANCE - NIGHT (SAME TIME)

Hardemeyer staggers out of the museum covered in slime.  He looks at the
celebrating crowd and his eyes fill with tears.

						HARDEMEYER
				 (weepy)
			Happy New Year, everybody!

He joins in on "Auld Lang Syne."

												 CUT TO:

EXT.  CENTRAL PARK - NIGHT (LATER)

The Statue of Liberty is sprawled inert on her back in the park behind
the museum, her toga up over her knees.  The Mayor looks nearly suicidal.
The Ghostbusters stand beside him commiserating.

						VENKMAN
			She's all right.  She's just sleeping it off.

						MAYOR
				 (stricken)
			We just had it restored.

						VENKMAN
			This probably isn't a good time to bring
			this up, but the last time we did a job for
			the city you stiffed us.

						STANTZ
				 (handing the Mayor an
				 invoice)
			This is a bill for tonight's job.

The Mayor looks at it and gasps at the amount.

						MAYOR
			What!  This is way too much.
				 (hands the bill back to
				 Venkman)
			We won't pay.

Venkman looks at the Statue.

						VENKMAN
				 (to Stantz)
			I think she looks pretty good here, don't
			you?

						STANTZ
			Yeah, and a lot easier to get to than that island.

Realizing he has no alternative, the Mayor sighs and takes the bill back.

				MAYOR
		All right, all right.  If you can wait until
		Monday I'll issue you a check.

				SPENGLER
		Sorry.  No checks.  Company policy.

								CUT TO:

EXT. LIBERTY ISLAND - DAY (WEEKS LATER)

The sun is shining brightly and Liberty is back on her pedestal where she
belongs.  The Mayor and a host of officials are commemorating her return.
The Ghostbusters, Dana, Janine and Louis are there as honored guests.

				VENKMAN
			(looking up at the statue)
		Pretty impressive, huh?

				SPENGLER
			(musing)
		It's probably the first thing my
		grandparents saw when they came to this
		country.

				VENKMAN
		From where -- Neptune?

				SPENGLER
		They came from Ostrov in Eastern Poland.

				VENKMAN
		Ostrov?  I've been there.  Good party town.

				STANTZ
			(in a similarly reflective
			mood)
		My great-grandparents were Swiss.  I still
		have the pictures they took of the statue
		from the boat when they arrived.

				VENKMAN
		Oh, right, you told me that.  They came to
		America seeking other kinds of cheese, as I
		recall.  How about you, Winston?

						WINSTON
			My people weren't taking any pictures from
			those slave ships, man.  And there wasn't
			any Statue in Charleston Harbor to welcome
			them, either.  What are you, Dana?

						VENKMAN
			Miss Blue Blood?  Her family's been here
			since the year 12.

						DANA
			That's not true.  It was 1620.

						VENKMAN
			Same difference.

						STANTZ
			What's your story, Pete?

						VENKMAN
			Me?  I'm a little of everything.  Some Irish,
			some German, some French, Dutch -- the women
			in my family slept around.  And that's what
			made this country great.

						DANA
			That's a terrible thing to say.

						VENKMAN
			So what?  It's a free country.
				 (looking up at the Statue)
			Thanks, Lib.

They all look up at the Statue.

EXT.  STATUE OF LIBERTY - HEAD OF STATUE - DAY

Slimer flies out one of the observation windows, THEME MUSIC KICKS IN and
the CAMERA PULLS UP and AWAY FROM the island TO a HIGH SHOT of the
Statue, lower Manhattan and the shining sea beyond.

											FADE OUT.

						THE END









                            U N T I T L E D










                                                          A Screen Play 
                                                    by Andrew M. Niccol





     FADE IN

     A white title appears on a black screen.

              "As night-fall does not come at once, neither
              does oppression...It is in such twilight that
              we all must be aware of change in the air
              - however slight - lest we become victims of
              the darkness."
                            Justice William O. Douglas


     The title fades off, replaced by a second title.

              "I not only think that we will tamper with
              Mother Nature, I think Mother wants us to."

                                William Gaylin

     The second title fades off, leaving a dark screen.

     The darkness gradually gives way to a dawning light.

     We are confronted with sight of a barren, empty landscape.  A
     wide expanse of wasteland.

     Suddenly, without warning, an elephant tusk falls from the sky
     and crashes onto the parched ground.  The earth-shuddering
     impact causes the tusk to rebound once in slow motion before
     finally settling to the desert floor in a cloud of dust.

     The first tusk is quickly followed by a second, also dropping
     from the heavens.  It lands near the first.  Another tusk
     smashes to earth several yards away.  Yet another comes crashing
     into the foreground.

     Finally the dust settles upon a graveyard of tusks.

     DISSOLVE TO


     A BARREN, EMPTY LANDSCAPE

     In another region of the wasteland, a forest of tree trunks
     suddenly rains down from the sky.  The trunks thump to the hard
     ground, also rebounding in slow motion.  Cleanly sawn,
     branchless, palm-like trunks, they come to rest in the dust only
     to be followed by a second cascade of lumber.

     When the dust finally clears. the felled tree trunks lie in a
     huge, log-jam in the desert.

     DISSOLVE TO


     A BARREN, EMPTY LANDSCAPE

     Next to descend from the sky, a torrent of firewood.  One shower
     after another, crashing to the plain.  Enough chopped lumber to
     fuel a thousand hearths.

     DISSOLVE TO


     A BARREN, EMPTY LANDSCAPE

     Joining the rest of the debris is a deluge of slate - sheets
     of shale from a great unseen quarry in the sky come slamming to
     earth.  Some of the pieces shattering, some rebounding into the
     air until the granite litters acres of landscape as far as the
     eye can see.

     TITLES ARE SPACED APPROPRIATELY THROUGHOUT THE PRECEDING
     SEQUENCE.  THE FINAL TITLE READS:

        T H E   N O T  -  T O O  -  D I S T A N T   F U T U R E

     The camera commences a long, slow pull-back from the pile of
     elephant tusks.  Gradually they are revealed as human
     fingernails magnified many hundreds of times.

     The tree trunks are mere hair follicles.  The firewood,
     whiskers.  The slate, flakes of skin.


     INT.  INCINERATOR.  EARLY MORNING.

     A naked MAN, thirties, seen in profile, is crouched upon a metal
     floor inside a small, brushed stainless steel tank, rubbing his
     skin raw with a wire brush.  JEROME MORROW.

     Having completed his scrupulous ablutions, Jerome arches his
     lean frame through the small, oval door of the metal room
     with practised ease.

     Securing the thick, fireproof windowed door behind himself, he
     turns a switch to release gas into the vacated chamber.  The gas
     instantly ignites in what is now revealed to be a gleaming
     modern stainless-steel custom-made incinerator.

     We refocus on a MAGNIFIED CLOSE UP of his exfoliated flesh in
     the incinerator as it blackens, curls and burns.

     Jerone covers himself with a silk robe and steps into a pair of
     backless slippers.


     INT.  EUGENE'S CONDOMINIUM.  EARLY MORNING.

     JEROME emerges from the incinerator room into a large, luxurious
     loft-style condo containing a bizarre assortment of equipment -
     arranged somewhat like a production line.

     Long, scrupulously clean metal work benches are arranged along
     one entire wall.  Laid out on the benches in neat rows are
     dozens of plastic bags - some filled, some unfilled.  Instruments
     on trays - various types of tweezers, scissors and other less
     familiar utensils.  Round, stainless steel containers filled
     with hairs of differing lengths and other body matter.

     JEROME approaches another man slumped over one of the benches.
     EUGENE.  He clutches an empty vodka bottle.  He is snoring
     lightly - sleeping off the night before.  As JEROME gently
     prises the bottle out of his hand, we are struck by the
     similarity of Eugene's face to Jerome's.

     Jerome pulls Eugene's chair back from the desk with surprising
     ease.  A wheelchair - a modern, ergonomic design.  Jerome wheels
     Eugene to a bedroom and, with some difficulty, hauls the larger
     man onto the bed.  Through his alcoholic fog, Eugene feebly co-
     operates - his paralyzed legs a particular dead weight.

     After covering Eugene with a blanket, Jerome enters a bathroom
     containing a surgically-clean stainless steel basin, sink,
     shower and toilet.

     Beside the toilet stands a large, industrial-style stainless
     steel refrigerator.

     Donning protective gloves, Jerome opens the liquid-nitrogen
     cooled refrigerator.  A cloud of condensed water vapor billows
     out.  Revealed inside the fridge are racks of labelled jars and
     silicon pouches - some containing a yellowish liquid, some a
     deep, red liquid.

     In front of one of the jars is a handwritten shopping list -
     "TRUFFLES, CIGS, VODKA".  Jerome smiles to himself as he
     retrieves the note along with one of the jars.  He checks the
     jar's label.  Satisfied with the date written there, he breaks
     the seal and pours the contents into the clear, silicon pouch of
     an IV-like device lying on the steel bathroom counter.

     He seals the pouch and checks the apparatus by opening the valve
     on its fine tube and squirting a small quantity of the liquid
     into the nearby toilet bowl, as one would test a syringe.  We
     remain on Jerome's face as he reaches between his legs and
     inserts the pouch.

     Reopening the refrigerator, Jerome slides out a tray containing
     neat rows of slim, fingertip-sized plastic sachets filled with a
     deep, red-colored liquid.  He removes his gloves, selects one of
     the sachets and carefully adheres the sachet to the pad at the
     end of his index finger.  He prepares a second sachet for his
     middle finger.  Jerome then applies skin-colored cover-up makeup
     to the sachets, blending them in with the color of his fingers.
     JEROME, still dressed in his robe, climbs a large, spiral
     staircase to the floor above.


     INT.  JEROME'S CONDOMINIUM.  EARLY MORNING.

     He emerges at the top of the staircase into a similarly large,
     loft-stlye condominium.  Through the floor to ceiling window
     that opens onto a balcony we see that dawn is only just starting
     to leak into the night sky.

     In the bedroom JEROME removes a shirt from a drycleaning bag.
     Printed on the bag - "Confidentiality Guaranteed".  He emerges
     from his bedroom, dressed in a smart albeit unconventionally cut
     suit.  He adjusts his tie in the mirror, careful not to disturb
     the sachets attached to his fingertips.


     INT.  INVESTIGATOR'S POOL.  MORNING.

     A lone MAN swims a ferocious lap of freestyle in what appears to
     be a pool of enormous length - yet he never reaches the pool's
     end.  We pull wider to reveal that the man is swimming against
     an artificial current in a pool barely larger than himself.

     Abruptly, the man stops and stands up - the fast-flowing current
     instantly stilled.  We glimpse the face of INVESTIGATOR LUCAS.
     Thirties, he has a youthful yet rigid face.  We have the
     impression that he does not swim for pleasure.


     EXT.  CONDOMINIUM COMPLEX.  MORNING.

     It is still early as JEROME exits the building's underground
     parking garage in an immaculate Studebaker Avanti and proceeds
     down the long straight driveway.  He exchanges a wave with a
     GARDENER trimming a lawn.

     The whir of the car's electric powered engine belies its
     conventional appearance.


     EXT.  GATTACA AEROSPACE CORPORATION.  DAY.

     JEROME's car exits a highway and turns up the sweeping road
     leading to the parking lot of "GATTACA AEROSPACE CORPORATION".
     A sleek, modern, low-rise industrial compound boasting perfectly
     manicured landscaped gardens.


     INT.  GATTACA AEROSPACE CORPORATION.  DAY.

     JEROME strides purposefully up to the entranceway with hundreds
     of other GATTACA EMPLOYEES.  He carries himself with a certain
     arrogance, a cool detachment.  All employees wear similarly
     unconventionally-cut suits, short coiffed hair and robust tans.
     The Gattaca employees are a seemingly equal split of men and
     women and a diverse range of ethnicities.

     They filter through a row of channels supervised by SECURITY
     GUARDS.  Each channel contains a computerized security device,
     featuring a slim groove in which the employee places a finger
     under the watchful eye of a Security Guard.

     Jerome gives a polite nod to a Guard as he places his index
     finger in the groove.  His fingertip is jabbed with the
     finest of needles and a minute blood sample taken.

     The blood specimen confirms Jerome's identity - an ID photograph
     appearing on a computer screen.

     Out of the corner of his eye, Jerome spies a young woman
     entering through the adjacent channel.  She is also sneaking a
     glance in his direction - IRENE.  Catching each other looking,
     they both quickly avert their eyes.

     As Jerome enters the computer facility of Gattaca Aerospace
     Corporation he furtively glances at the pin-prick puncture in
     his fingertip sachet.


     SOMEWHERE IN DEEP SPACE.

     A GATTACA spacecraft skirts an asteroid.  Taking advantage of
     the rock's gravitational pull, the craft slingshots deeper into
     the black void.  Then abruptly the craft and the asteroid freeze
     in mid-space, suddenly reverse direction and proceed forward
     again - the spacecraft taking a slightly adjusted course.

     We pull back to reveal that the journey is merely a highly
     realistic graphic representation on a GATTACA computer screen
     operated by JEROME.

     Appearing simultaneously alongside the computer animation is a
     seemingly never-ending column of computer instructions for this
     celestial navigation - the incomprehensible language of the
     computer programmer.

              140 #x20x08x$$x20x08x$$x20x08x$$x20{
              150 #x00x00x00x00x00x00x00x00x00x00
              160 #xfexfexfexfexfexfexfexfexfexfe

     Jerome is transported - plotting a path through the heavens.
     As his fingers fly across the keys he does not once take his
     eyes from the screen.

     His is one of hundreds of ergonomically designed work stations,
     arranged in ever-widening circles in a huge, curcular, well-
     appointed if antiseptic room.  Each curved desk contains a
     computer terminal consisting of a keyboard and a slim,
     transparent screen behind which is seated a PROGRAMMER,
     designing software for the aerospace agency.  At the center of
     the room is a donut-shaped command console, chairs facing
     outwards, from which operations are monitored.

     Floor to ceiling smoked-glass curved walls offer the only
     concession to nature - a tinted view of a man-made, meticulously
     landscaped garden.

     Jerome tears himself away from his screen and picks up a
     discreet mini-vac.  He vacuums between the keys of his keyboard.
     DIRECTOR JOSEF, 50's, a shorter, official-looking man
     approaches.  His assistant IRENE stands at his shoulder.

                           DIRECTOR JOSEF
              You keep your work station so clean, Jerome.

                           JEROME
              --Next to Godliness, isn't that what they say?

     The Director smiles at the notion and places a computer disc
     on Jerome's desk.

                           DIRECTOR JOSEF
              I reviewed your flight plan.  Not one error
              in a hundred thousand keystrokes.  Phenomenal.
                      (placing a hand on Jerome's shoulder)
              It's right that someone like you is taking us
              to the Belt.
                      (glancing to notification on Jerome's screen)
              You have a substance test.

     The Director briskly departs, Irene in tow.  At a nearby work
     station, a painfully thin programmer, NAPOLEON, perks up at
     the mention of the test.

     Jerome merely shrugs and pretends to reach down and scratch his
     ankle.  However he surreptitiously produced one of Eugene's
     transparent specimen bags from his sock.  An EXTREME CLOSE UP
     reveals the bag's contents - flakes of skin, hair follicles,
     eyelashes, a fingernail.  Cupping the bag in his hand to avoid
     detection, Jerome sprinkles the fraudulent body matter over his
     keyboard, desk surfaces and the floor around his work station.

     He opens his desk drawer and casually scatters the remainder of
     the bag.  Finally he inspects a comb already laced with two
     hair follicles.

     Jerome rises from his work station and makes his way towards the
     testing lab.


     INT.  GATTACA AEROSPACE CORPORATION - TESTING LABORATORY.  DAY.

     White-coated LAMAR, forties, buzzcut, a man's man, checks
     JEROME's eyes with an instrument.  Satisfied with his
     examination, he passes a transparent plastic container to
     JEROME.  Standing directly in front of the technician with his
     back to camera, Jerome opens his fly.  A steady stream of urine
     begins to flow into the container from Jerome's hidden pouch.

                           LAMAR
                      (staring admiringly at the discharge)
              Jerome...never shy.  Pisses on command.
              You've got a beautiful cock.  I ever told
              you that, Jerome?

                           JEROME
                      (deadpan as he continues to urinate)
              Only every time I'm in here.

     Jerome hands the container to Lamara who seals and label it as
     Jerome refastens his trousers.

                           LAMAR
              I see a lot of cocks.  I speak from experience.
              Yours is a beautiful example.  Why didn't my
              folks order a cock like that for me?

     LAMAR pours the urine sample into a high-tech device where it
     is instantly analyzed.  The urine identifies Jerone while also
     registering a negative drug reading.  The computer reads
     "VALID".

                           LAMAR
                      (walking Jerome to the door)
              If everything goes to plan, this could be the
              last time I see you for a while.  One week to
              go.  Please tell me you're the least bit excited.

                           JEROME
              I'll tell you at the end of the week.

     Jerome departs.


     INT.  GATTACA - RESTROOM.  DAY.

     JEROME enters the restroom and glances at the toilet stalls.
     Only three in the bank of twenty is occupied.  He tarries at the
     mirror above the uniform line of basins, unnecessarily
     reknotting his tie.

     A toilet flushes and a COLLEAGUE exits one of the stalls.  He
     and Jerome exchange a nod.  When the man has exited the restroom,
     Jerome enters the man's vacated stall.


     INT.  GATTACA - TOILET STALL.  DAY.

     JEROME immediately feels around the back of the toilet bowl and
     detaches a secreted stainless steel container.

     With surprising swiftness and dexterity, Jerome removes an
     extremely fine contact lens from each eye and drops the pair
     into the toilet bowl.  He inserts two replacement lenses from
     the container and reattaches it in its hiding place.
     Jerome flushes the toilet and exits the stall.  He checks in the
     mirror that his new contact lenses are properly inserted.


     INT.  GATTACA - CORRIDOR.  DAY.

     Walking back along one of the long, glass-walled corridors,
     JEROME becomes aware of a peculiar noise in the complex -
     or to be more precise, a lack of noise.  The incessant tapping
     of computer keys has stilled.

     As Jerome gazes through the glass walled corridor, we see the
     reflection of his face, deep in thought.

                           JEROME (VO)
              The most unremarkable of events.  Jerome
              Morrow, Navigator First class, is only days
              away from a one-year manned mission to 951
              Gaspra in the Outer Asteroid Belt.  Nothing so
              unique in that.  Last year over one thousand
              citizens from every walk of life embarked on
              some space mission or other.  Besides,
              selection for Jerome was virtually guaranteed
              at birth.  He is blessed with all the physical
              and intellectual gifts required for such an
              arduous undertaking, a genetic quotient second
              to none.

     Jerome's gaze drifts to the sky.

                           JEROME (VO)
              No, there is truly nothing remarkable about
              the progress of Jerome Morrow, except that I
              am not Jerome Morrow.


     EXT.  BEACH.  DUSK - THIRTY-ODD YEARS EARILER

     A starry sky.  The camera tilts down to find palm trees
     swaying against a setting sun.

                           JEROME (VO)
              I was conceived in the Riviera.  Not the
              French Riviera.

     The camera tilts down further to find a Buick Riviera parked in
     a deserted beachfront parking lot on a polluted stretch of
     beach.

                           JEROME (VO)
              The Detroit variety.

     Through the car's steamed windows we see Jerome's mother and
     father, MARIA and ANTONIO, early twenties, making love.

                           JEROME (VO)
              They used to say that a child conceived in love,
              has a greater chance of happiness.  They don't
              say that any more.


     INT.  FAMILY PLANNING CLINIC.  DAY.

     MARIA, wearing a medical gown, lies on an examining table, feet
     in stirrups.  A NURSE, forties, wheels an instrument tray
     towards her.  Maria suddenly disengages her feet from the
     stirrups and swings her legs off the table.

                           NURSE
              What are you doing?

                           MARIA
                      (shaking her head)
              I can't do this.

                           NURSE
                      (misinterpreting the problem)
              I told you, the government pays.  It's all
              taken care of.

                           MARIA
              No, you don't understand.  I can't.

     The nurse places a comforting hand on Maria's shoulder.

                           NURSE
                      (reassuring)
              The doctor will give you something.

                           MARIA
                      (removing the hand, adamant)
              I'm not doing it.

                           NURSE
                      (trying to make her see reason)
              Honey, you've made one mistake--

     The remark stings Maria.

                           NURSE
                      (softening her tone)
              --I've read your profile.  I don't
              know about the father but you carry
              enough hereditary factors on your own.
                      (pause)
              You can have other children.

                           MARIA
                      (holding her swollen stomach protectively)
              Not like this one.

                           NURSE
                      (trying to be diplomatic)
              Honey, look around you.  The world doesn't
              want one like that one.

     Maria gets off the table and reaches for her clothes laying
     across a chair.

                           MARIA
                      (irate)
              You don't know what it will be!

     The nurse watches Maria as she dresses, genuinely bewildered.

                           NURSE
                      (calling out to Maria as she disappears
                      out of the door)
              The child won't thank you!


     INT.  DELIVERY ROOM.  DAY.

     We focus on a crucifix dangling on a rosary.  Tilting up we find
     the rosary clasped between MARIA and ANTONIO's intertwined
     hands.

                           JEROME (VO)
              Those were early days--days when a priest
              could still persuade someone to put their
              faith in God's hands rather than those of
              the local geneticist.

     Bathed in sweat, Maria gives a final push on the delivery table.

     While still attached to his umbilical cord, the heel of the
     NEWBORN BABY BOY is immediately pricked by a masked NURSE.  A
     minute drop of blood is inserted into an analyzing machine.

     Even as the baby is put into Maria's arms, page after page of
     data begins to appear on a monitor, pulsing warning signals
     throughout the spreadsheets.

     Two assisting NURSES exchange a look.  Antonio senses something
     amiss.

                           ANTONIO
              What's wrong?

                           JEROME (VO)
              Of course, there was nothing wrong with me.
              Not so long ago I would have been considered
              a perfectly healthy, normal baby.  Ten fingers,
              ten toes.  That was all that used to matter.
              But now my immediate well-being was not the
              sole concern.

     Antonio turns his attention from his baby to the data appearing
     on the monitor.  We see individual items highlighted amongst the
     data - "NERVE CONDITION - PROBABILITY 60%", "MANIC DEPRESSION -
     42%", "OBESITY - 66%", "ATTENTION DEFICIT DISORDER - 89%"--

                          JEROME (VO)
              My destiny was mapped out before me--
              all my flaws, predispositions and
              susceptibilities - most untreatable to
              this day.  Only minutes old, the date and
              cause of my death was already known.

     Antonio focuses on a final highlighted item on the monitor's
     screen, "HEART DISORDER - 99% - EARLY FATAL POTENTIAL.".
     "LIFE EXPECTANCY - 33 YEARS".

                           NURSE
              The name?
                      (typing details into birth certificate)
              For the certificate.

                           MARIA
              Antonio--

                           ANTONIO
                      (correcting her)
              --No, Vincent Antonio.

     With a computer stylus he signs the nurse's handheld screen.


     EXT.  TRACT HOME - BACKYARD.  DAY.

     2-YEAR-OLD JEROME (REFERRED TO BY HIS GIVEN NAME OF "VINCENT"
     FOR MOST OF THE FOLLOWING FLASHBACK) running with a toy rocket
     falls more in clumsiness than fatigue.  MARIA suddenly whisks up
     the toddler.

                           MARIA
                      (hysterical)
              Oh, Vincent, Vincent, Vincent...I can't let
              you out of my sight.

     Maria frantically listens to her young son's heartbeat.  For
     his part, Vincent appears surprised by the attention.  Maria
     places a portable oxygen mask over Vincent's mouth.

                           JEROME (VO)
              I was born Vincent Antonio Luca.  And from
              an early age I came to think of myself as
              others thought of me - chronically ill.
              Every skinned knee and runny nose treated
              as if it were life-threatening.


     INT.  DAY CARE CENTER.  DAY.

     MARIA and ANTONIO drop off dark-haired 2-YEAR-OLD VINCENT at a
     Day Care Center.

                           JEROME (VO)
              And my parents soon realized that wherever
              I went, my genetic prophecy preceded me.

     While HEALTHY CHILDREN play outside on tricycles, clamber over
     jungle-gyms and finger-paint, the PRE-SCHOOL TEACHER shows
     Vincent into a room where CHILDREN WITH OBVIOUS DISABILITIES
     sleep on mats.

     Maria wheels around and marches out of the center with Vincent
     in her arms.  Antonio follows close behind, pleading with his
     wife to see sense.

                           JEROME (VO)
              They put off having any more children
              until they could afford not to gamble -
              to bring a child into the world in what
              has become the "natural" way.


     EXT.  HOME.  DAY.

     ANTONIO reluctantly shows off his spotless Buick Riviera to a
     prospective BUYER.

                           JEROME (VO)
              It meant selling the beloved Buick.

     The two men haggle over the price while MARIA, holding VINCENT
     in her arms, looks on.  Finally money and a pink slip are
     exchanged.

                           VINCENT (VO)
              My father got a good price.  After all,
              the only accident he'd ever had in that
              car was me.

     As the BUYER drives away, Antonio shrugs to Maria to hide his
     disappointment.


     EXT.  GENETIC COUNSELLING OFFICE BUILDING.  DAY.

     ANTONIO, MARIA and 2-YEAR-OLD VINCENT exit a packed commuter
     bus and enter a Genetic Counselling office building bearing
     the sign - "PRO-CREATION".


     INT.  GENETIC COUNSELLING OFFICE.  DAY.

     A GENETICIST stares into a high-powered microscope as ANTONIO,
     MARIA and 2-YEAR-OLD VINCENT are shown into the office by a
     NURSE.  On the counter beside the Geneticist is a glass-doored
     industrial refrigerator containing petri dishes arranged on
     racks several feet high.

                           GENETICIST
                      (to the nurse, without taking
                       his eyes from his binocular microscope)
              Put up the dish.

     While Antonio and Maria take a seat in front of a television
     monitor, the Nurse puts a labelled petri dish under a video-
     equipped microscope.  The Geneticist swings around in his chair
     to greet his clients.

     Four magnified clusters of cells - eight cells on each cluster
     - appear on the television screen.

                           GENETICIST
              Your extracted eggs...
                      (noting the couple's names from
                      data along the edge of the screen)
              ...Maria, have been fertilized with...
              Antonio's sperm and we have performed an
              analysis of the resulting pre-embryos.
              After screening we're left with two healthy
              boys and two healthy girls.  Naturally, no
              critical pre-dispositions to any of the major
              inheritable diseases.  All that remains is
              to select the most compatible candidate.

     Maria and Antonio exchange a nervous smile.

                           GENETICIST
              First, we may as well decide on gender.
              Have you given it any thought?

                           MARIA
                      (referring to the toddler
                      on her knee)
              We would like Vincent to have a brother...
              you know, to play with.

     The Geneticist nods.  He scans the data around the edge of the
     screen.

                           GENETICIST
              You've already specified blue eyes, dark
              hair and fair skin.  I have taken the liberty
              of eradicating any potentially prejudicial
              conditions - premature baldness, myopia,
              alcoholism and addictive susceptibility,
              propensity for violence and obesity--

                           MARIA
                      (interrupting, anxious)
              --We didn't want--diseases, yes.

                           ANTONIO
                      (more diplomatic)
              We were wondering if we should leave some
              things to chance.

                           GENETICIST
                      (reassuring)
              You want to give your child the best possible
              start.  Believe me, we have enough imperfection
              built-in already.  Your child doesn't need
              any additional burdens.  And keep in mind,
              this child is still you, simply the best of you.
              You could conceive naturally a thousand times
              and never get such a result.

                           ANTONIO
                      (squeezing Maria's hand)
              He's right, Maria.  That's right.

     Maria is only half-convinced, but the Geneticist swiftly moves
     on.

                           GENETICIST
              Is there any reason you'd want a left-handed
              child?

                           ANTONIO
                      (blank)
              Er, no...

                           GENETICIST
                      (explaining)
              Some believe it is associated with creativity,
              although there's no evidence.  Also for
              sports like baseball it can be an advantage.

                           ANTONIO
                      (shrugs)
              I like football.

                           GENETICIST
                      (injecting a note of levity)
              I have to warn you, Mr Luca, he's going
              to be at least a head taller than you.
              Prepare for a crick in the neck in
              sixteen years time.

     Antonio beams proudly.

                           GENETICIST
                      (scanning the data on the screen)
              Anything I've forgotten?

                           MARIA
                      (hesitant about broaching the subject)
              We want him--we were hoping he would get
              married and have children.  We'd like
              grandchildren.

                           GENETICIST
                      (conspiratorial smile)
              I understand.  That's already been taken
              care of.
                      (an afterthought)
              Now you appreciate I can only work with
              the raw material I have at my disposal but
              for a little extra...I could also attempt to
              insert sequences associated with enhanced
              mathematical or musical ability.

                           MARIA
                      (suddenly enthused)
              Antonio, the choir...

                           GENETICIST
                      (interjecting, covering himself)
              I have to caution you it's not fool-proof.
              With multi-gene traits there can be no guarantees.

                           ANTONIO
              How much extra?

                           GENETICIST
              It would be five thousand more.

     Antonio's face falls.

                           ANTONIO
              I'm sorry, there's no way we can.

                           GENETICIST
              Don't worry.  You'll probably do just
              as well singing to him in the womb.
                      (rising to end the appointment)
              We can implant the most successful
              pre-embryo tomorrow afternoon.

     Maria is staring at the four magnified clumps on the screen.

                           MARIA
              What will happen to the others?

                           GENETICIST
                      (reassuring)
              They are not babies, Maria, merely
              "human possibilities".

     Removing the petri dish from beneath the lens of the microscope,
     he points out the four minuscule specks.

                           GENETICIST
              Smaller than a grain of sand.

     DISSOLVE TO


     INT.  TRACT HOME.  DAY.

     A red pencil draws a mark on a doorway at the height of a
     child's head.  The child moves away and the name, "ANTON 11" is
     written beside the mark by proud father, ANTONIO.

                           JEROME (VO)
              That's how my brother, Anton, came into the
              world - a son my father considered worthy
              of his name.

     There is little physical similarity between 11-YEAR-OLD ANTON
     and 13-YEAR-OLD VINCENT standing beside him, apart from their
     height.  In fact Vincent is mortified to see that his younger
     brother's mark is a fraction of an inch higher than the mark
     beside his own name, "VINCENT 13".  Vincent runs from the room.


     EXT.  BEACH.  DAY.

     13-YEAR-OLD VINCENT and 11-YEAR-OLD ANTON sit together on a
     windswept beach.

     Anton picks up a broken shell and deliberately slices the tip of
     his thumb with the sharp edge.  He hands the shell to Vincent
     who hesitantly follows suit.

                           JEROME (VO)
              By the time we were playing at blood
              brothers I understood that there was something
              very different flowing through my veins.

     The two brothers press their thumbs together, merging the blood.

                           JEROME (VO)
              And I'd need an awful lot more than
              a drop if I was going to get anywhere.


     EXT.  BEACH.  LATER IN THE DAY.

     While ANTONIO and MARIA doze under a beach umbrella, ANTON and
     VINCENT enter the water, diving through the waves.  From above
     we watch their two young bodies swimming beside each other
     beyond the breakers.

                           JEROME (VO)
              Our favorite game was "chicken".  When our
              parents weren't watching, we used to swim outside
              the flags, as far out as we dared.  It was about
              who would get scared and turn back first.

     Suddenly VINCENT stops swimming, pulling up sharply in the
     water, exhausted and fearful.  He watches ANTON swim on into the
     distance.

                           JEROME (VO)
              Of course, it was always me.  Anton was by far
              the stronger swimmer and he had no excuse to fail.


     INT.  SCHOOL - CLASSROOM.  DAY.

     A TEACHER gives a physics lesson.  The bespectacled 13-YEAR-OLD
     VINCENT has his arm energetically raised at each opportunity but
     is never called upon.  Eventually he lowers his arm in defeat.

                           JEROME (VO)
              My genetic scarlet letter continued to follow
              me from school to school.  When you're told
              you're prone to learning disabilities, it's
              sometimes easier not to disappoint anybody.


     EXT.  STREET.  NIGHT.

     13-YEAR-OLD VINCENT stands at a cul-de-sac at the end of a long,
     straight deserted street.  He places a basketball in the middle
     of the street to represent the SUN and begins to unwind the huge
     reel of string attached to the ball.  11-YEAR-OLD ANTON walks a
     pace behind him.  Several yards along the trail a bead is
     threaded through the string to represent the planet MERCURY.

                           ANTON
              How many astronauts are there, anyway?

     Vincent ignores him and continues to reel out the string.

                           ANTON
              I bet I could be one.

     Vincent stops and regards his younger brother with contempt.

                           VINCENT
              You're standing on Venus.

     Anton lifts his foot.  There is a bead beneath it.


     INT/EXT.  CAR / SATELLITE DISH.  DUSK.

     VINCENT has developed into a handsome 17-YEAR-OLD.  His
     spectacles hidden, he and a YOUNG WOMAN are necking in the front
     seat of a beat-up car, parked overlooking a huge satellite dish.

                           JEROME (VO)
              I was popular enough until it got around
              that I wasn't a long-term proposition.

     The love-making intensifies.  The YOUNG WOMAN moves down
     Vincent's chest and unzips his fly.

                           JEROME (VO)
              Those who didn't know already could easily
              find out for themselves.  It was certainly
              no problem coaxing the information out of me.

     We remain on Vincent's face as he climaxes.  The YOUNG WOMAN
     turns her head away from the spent Jerome and, out of his
     view, trickles semen from her mouth into a clear specimen vial.

                           JEROME (VO)
              I didn't blame them.  You need to know if a
              prospective husband can qualify for a mortgage
              or life insurance or can hold down a decent job.


     INT.  HOME.  DAY.

     In the living room of their modest home, the dark-haired, 17-
     year-old, bespectacled VINCENT sits opposite his PARENTS.  The
     crestfallen Vincent has a book on his lap entitled "CAREERS IN
     SPACE".

                           MOTHER
                      (trying to break it gently)
              Vincent, you have to be realistic.  A
              heart condition like yours--

                           VINCENT
              --I don't care.  I'll take the risk.

                           MOTHER
              It's not just you they have to be concerned
              about.  Perhaps we could get you one of
              those new pacemakers.  They're not perfect
              but--

                           FATHER
                      (letting his frustration show)
              For God's sake, Vincent, don't you understand.
              The only way you'll see the inside of a space
              ship is if you're cleaning it!

     Vincent looks at his father in disbelief.

     On a dinner table on the other side of the living room, 15-YEAR-
     OLD ANTON looks up from the biological specimen he is studying
     with a magnifying glass.


     INT.  PERSONNEL OFFICE - WAITING ROOM.  DAY.

     17-YEAR-OLD VINCENT hides his glasses in his pocket as he enters
     a WAITING ROOM.  He gazes around at other APPLICANTS.

                           JEROME (VO)
              My father was right.  It didn't matter how
              much I lied on my resumÈ, my real C.V. was
              in my cells.  Why should anybody invest all
              that money to train me, when there are a
              thousand other applicants with a far cleaner
              profile?  Of course, it's illegal to discriminate -
              "genoism" it's called - but no one takes the
              laws seriously.

     As Jerome enters the office, we focus on the doorhandle he has
     just touched.

                           JEROME (VO)
              If you refuse to disclose, they can always
              take a sample from a doorhandle...

     Vincent hesitates before shaking the PERSONNEL OFFICER's
     outstretched hand.

                           JEROME (VO)
              ...or a handshake...

     We focus on Jerome's envelope attached to his application form
     sitting on the Manager's desk.

                           JEROME (VO)
              ...even the saliva off your application form.

     Sitting opposite the manager, Jerome's face falls.  The manager
     puts a clear, plastic cup in front of Jerome.

                           JEROME (VO)
              But for the most part we know who we are.
              And if all else fails, a legal drug test
              can just as easily become an illegal peek
              at your future in the company.

     Vincent saves the Manager the trouble and exits the office,
     leaving the cup where it sits.


     EXT.  BEACH.  DAY.

     17-YEAR-OLD JEROME walks up the beach to find 15-YEAR-OLD ANTON
     sitting with the YOUNG WOMAN Vincent had previously dated.

                           JEROME (VO)
              I didn't blame Anton for his free ride.  You
              can't blame someone for winning the lottery.

     The Young Woman hastily departs.

     LATER the two brothers face each other on the sand.  Anton is
     the more statuesque of the two.

                           ANTON
                      (cocky)
              You sure you want to do this?

     Vincent's answer is to walk towards the water.  Anton smiles
     mockingly at his brother's grim "game face" and
     follows.

     From an aerial view we watch VINCENT and his younger brother, ANTON,
     swim beyond the breakers.

                           JEROME (VO)
              It was the last time we swam together.
              Out into the open sea, like always,
              knowing each stroke towards the horizon
              was one we had to make back to the
              shore.  Like always, the unspoken contest.

     We watch the two young men swimming stroke for stroke.  They
     swim far out, beyond the point.  Suddenly ANTON starts to slow,
     his strokes becoming labored until he becomes motionless in the
     water.  He begins to sink like a stone.  VINCENT, realizing
     Anton is no longer beside him, turns back to lend support.
     Vincent takes him in a lifeguard hold and begins to nurse him
     back to shore.  Finally the two boys are coughed up onto the
     shallows.  They collapse, just beyond the waterline, exhausted,
     gasping for air.  ANTONIO and MARIA arrive on the scene.  ANTON
     is the first to recover while VINCENT clutches his side, his
     face screwed up in pain.  Maria kneels down and starts to
     administer to Vincent but his father, Antonio, is unable to
     conceal his anger and contempt for Vincent.

                           ANTONIO
              Vincent, you damn fool!  You could have killed
              Anton with your ridiculous contest!  Why should
              he risk his life to save yours?!  When are you
              going to get it through your thick head--you
              can't compete with your brother!  Why try?!

     Maria takes Antonio aside.  Anton and Vincent exchange a look.

                           ANTON
              Why didn't you say anything?

                           VINCENT
              Why didn't you?
                        (staring back at his father knowingly)
              It's okay.  It's the way they want it.

                           JEROME (VO)
              It confirmed everything in the minds of
              my parents - that they had taken the right
              course with my younger brother and the
              wrong course with me.  It would have been so
              much easier for everyone if I had slipped away
              that day.  I decided to grant them that wish.


     INT.  HOME.  NIGHT.

     ANTON stands at the mantlepiece in the dimly-lit living room.
     He gazes at a framed family portrait - Vincent's face has been
     torn out of it.  He suddenly spies VINCENT exiting the front
     gate, carrying a suitcase.  Anton goes to shout Vincent's name
     but the words don't get out.


     EXT.  GATTACA.  DAWN.

     A pick-up truck, packed with a CLEANING CREW, pulls into the
     rear of the building.  They are no longer strictly the migrant
     workers we have come to expect but rather a mixture of
     ethnicities - all members of a genetic underclass that does not
     discriminate by race.

     As VINCENT exits the truck and turns towards the camera, we
     discover that he has now matured into the man we have come to
     know as JEROME.  The only visible differences are the glasses he
     wears and his hair, still naturally dark.

                           JEROME (VO)
              Like many others in my situation, I moved
              around a lot in the next few years, getting
              work where I could.  I must have cleaned
              half the toilets in the state.

     We follow VINCENT through the course of a day.  Cleaning
     restrooms, toilets, picking up litter, sweeping, washing
     windows - gazing at the AEROSPACE WORKERS below.  The building
     is part of the Gattaca facility, located near a shuttle launch
     site.  Throughout the day, with the regularity of 747's, Vincent
     spies rocket ships in the distance, launching into the sky.
     Jerome's is the only head that turns and looks up.  Long after
     the sun has set, Vincent is still working.  Another rocket ship
     lights up the darkness.  Vincent gazes forlornly into the
     heavens.


     EXT. GATTACA - GLASS WALL.  DAY.

     VINCENT cleans a window from the outside, staring in at the
     arrogant GATTACA EMPLOYEES entering the security channels -
     a smaple taken from their fingertips.  Jerome, in a trance,
     constantly cleans the same spot of glass.  He fails to notice an
     Older Janitor, CAESAR, appear beside him.

                           CAESAR
              When you clean the glass, Vincent, don't
              clean it too well.

                           VINCENT
                      (confused)
              What do you mean?

                           CAESAR
                      (glancing to the Gattaca workers)
              You might get ideas.

                           VINCENT
              But if the glass is clean, it'll be easier
              for you to see me when I'm on the other
              side of it.

     Caesar smiles at Vincent's cockiness.


     INT.  GATTACA.  DAY.

     VINCENT empties garbage into a dumpster adjacent to Gattaca.
     His attention is drawn to something in the trash.  A discarded
     manual on Celestial Mechanics and Navigation.  He wipes food
     residue off the corner.


     INT.  ASTRONOMY & TELESCOPE SHOP.  DAY.

     A forest of telescopes on tripods in an astronomy shop.  VINCENT
     enters the store with a bucket and squeegee and immediately goes
     to clean the storefront window.  The STORE OWNER looks up from
     his tabloid - "STAR" magazine.

                           OWNER
              Where's Earl?

                           JEROME
              He fell.  Lucky it was only the second floor.

     The owner nods and returns to his magazine.  When he looks up
     again one of his tripods is missing its telescope and Jerome is
     nowhere to be seen.


     INT.  IN-VALID HOUSING PROJECT.  NIGHT.

     JEROME returns to his bare apartment.  He removes the cloth
     covering the bucket to reveal a dumpy-shaped telescope snugly
     wedged inside.  He starts to pour over his collection of
     textbooks.  Other tattered space paraphenalia adorns the wall.

                           JEROME (VO)
              Of course the best test score in the world
              wasn't going to get me in the front door
              unless I had the blood test to go with it.


     EXT.  GATTACA.  NIGHT.

     While his fellow WORKERS sit on the steps at the service
     entrance to Gattaca, passing around an unlabeled bottle of clear
     liquor, VINCENT sits some distance away studying his text book.
     In the absence of a computer, he practices typing commands on a
     keyboard handdrawn on the flap of a cardboard box.

     A tiny, seedy-looking man, GERMAN, forties, appears from
     nowhere and takes a seat beside him.

                           GERMAN
                      (offering his hand)
              Vincent, I'm German--
                      (anticipating Vincent's response)
              That's my name.

     He looks the apprehensive Vincent up and down.

                           VINCENT
              What do you think?

                           GERMAN
                      (shrugs)
              I think I could do something
                      (glancing to the text book)
              provided you know what you're doing
              and you can meet the terms.

     Vincent pulls a plastic e-money card from his overalls.

                           GERMAN
              You got a photo of yourself?

     Vincent produces a snapshot of himself - torn from the family
     portrait.  German feeds the snapshot into the pocket-sized
     computer he carries.  The picture is instantly scanned and
     appears on the computer's small color screen.  German returns
     the photograph and hastily departs.

     CAESAR, the elderly janitor, notices German's exit.

                           CAESAR
                      (to Vincent)
              I thought I told you not to get any ideas.


     High up the side of a building, washing windows, VINCENT pauses
     occasionally to practice typing commands on his cardboard keys -
     viewing a screen in his imagination - or the nightsky itself.
     He hears his name being called.

                           GERMAN
              Vincent...Vincent...

                           VINCENT
                      (staring through his glasses)
              German, is that you?

                           GERMAN
              Vincent, come down.  I've found him.


     INT.  IN-VALID HOUSING PROJECT.  NIGHT.

     GERMAN leads VINCENT through a maze of corridors.

                           JEROME (VO)
              For the genetically superior, success
              is easier to attain but is by no means
              guaranteed.  After all, there is no gene
              for fate.  And when, for one reason or
              another, a member of the elite falls on
              hard times, their genetic identity becomes
              a valued commodity for the unscrupulous.
              One man's loss is another man's gain.

     He gives a conspiratorial nod to another passing DNA BROKER,
     both men carrying their palm-top computers.

                           GERMAN
                      (enthusiastically reading from data on
                      his portable screen as he walks)
              He has the heart of an ox.  He could run
              through a Goddamn wall--if he could still run.
              Actually, he was a big college swimming star.

                           VINCENT
              I hope he's not just a body.

                           GERMAN
              No problem.  Before he dropped out he was
              an honor student, the right majors--

                           VINCENT
              How do I square the accident?

                           GERMAN
                      (still reading data from his
                      palm-top computer)
              It happened in Australasia.  He checked
              in yesterday.  No family complications, no
              record he ever broke his neck.  As far as
              anybody's concerned, he's still a walking,
              talking, fully-productive member of society.
              You just have to get him off the pipe and
              fill in the last two years of his life.
                      (correcting himself)
              Excuse me, your life.

     German has stopped walking as if they have arrived.

                           VINCENT
                      (looking around for a likely
                      candidate but finding none)
              Where is he?

     German reaches towards a PARAPLEGIC sitting in his wheelchair
     in the stairwell directly in front of them, his head slumped, an
     incriminating bong nestled in his lap.  German pulls the man's
     head up by the hair.  EUGENE.  Depsite the patchy, unkempt
     beard and thick glaze over his eyes he bears a striking
     similarity to Vincent.  Vincent holds a mirror beside the face
     of the lethargic Eugene to compare his own reflection.

                           GERMAN
                      (smiling confidently
              What did I tell you?  Which one's the mirror?

                           VINCENT
                      (still not fully convinced)
              That's the hair color in his profile?

     German checks an entry in his computer:  "HAIR: BLONDE"

                           GERMAN
              Yeah.

                           VINCENT
                      (touching his own dark strands)
              I'd have to bleach my hair.

                           GERMAN
                      (irritated, impatient)
              Why are you inventing problems?  You two
              are a couple of goddam clones.  You look
              so right together, I want to double my fee.

                           VINCENT
                      (a thought occurs, addressing the
                      paraplegic for the first time)
              How tall are you?

                           EUGENE
                      (deadpan)
              Four foot six.

     Vincent grins, realizing that Eugene is referring to his seated
     height.  There is an instant connection between the two men.

                           VINCENT
              Okay, how tall did you used to be?

                           EUGENE
                      (apathetic, still under the
                      influence of whatever he's been smoking)
              Six one.

                           VINCENT
                      (to German, disappointed)
              He's too tall.

                           GERMAN
                      (shrugs)
              You can wear lifts.

                           VINCENT
              Even with lifts I'm never that tall.

                           GERMAN
              There's a way.


     INT.  BACKSTREET SURGERY.  NIGHT.

     In a primitive operating theatre, VINCENT lies on a table, his
     lower legs masked off for surgery.  The SURGEON switches on a
     surgical saw and lines it up with handdrawn incision marks.
     Metal struts are ready to elongate his legs.


     INT.  IN-VALID HOUSING PROJECT - APARTMENT.  DAY.

     GERMAN wheels the dazed EUGENE into the apartment, cluttered
     with space paraphenalia.  One wheel of his rusting wheelchair is
     flimsily held on with wire.  VINCENT follows behind on crutches,
     both lower legs in casts and cross-braces.  Vincent signs the
     contract German puts in front of him.


     EXT.  STREET OUTSIDE A BAR.  DAY.

     EUGENE, glassy-eyed, strides out of a bar, past camera and into
     the street.  We hear a squeal of brakes and a sickening thud.


     INT.  HOUSING PROJECT - APARTMENT.  DAY.

     EUGENE awakens with a scream, bathed in sweat, arms bound to a
     bed - the only real piece of furniture in the room.  VINCENT,
     sitting on a crate beside him, soaking a towel in a bowl of
     water, is taken by surprise.  Eugene continues to scream and
     thrash, fighting against his bindings.  Vincent stuffs the towel
     into Eugene's mouth and holds onto his arms.

                           JEROME (VO)
              I confess, at first I wondered if I had rescued
              a man who was already dead.


     INT.  HOUSING PROJECT - APARTMENT - BATHROOM.  NIGHT.

     VINCENT holds EUGENE's head over the toilet bowl as he vomits
     violently.  Eugene's paralysis and Vincent's broken legs make
     the operation doubly difficult.

     Finally Eugene has nothing left in his stomach to vomit.  He
     drops to the floor in exhaustion.  Vincent, also exhausted from
     the effort of holding Eugene over the bowl, joins him on the
     broken linoleum.  Both men stare up at the ceiling that carries
     a map of the constellation.

                           VINCENT
              You okay, Jerome?

                           EUGENE
                      (ironically referring to
                      their mutual immobility)
              Yeah.  You want to go dancing tonight?

     Vincent smiles.


     INT.  HOUSING PROJECT - APARTMENT.  NIGHT.

     EUGENE turns his nose up at the plate of boiled meat and
     potatoes that VINCENT puts in front of him.  Vincent catches the
     look.

                           VINCENT
              What's wrong with it?

                           EUGENE
              I think I'd better choose the menu.  After all,
              you're learning how to be me, I'm not learning
              how to be you.

                           VINCENT
                      (shrugs)
              Suit yourself.

                           EUGENE
                      (trying to be more diplomatic)
              Listen, I don't want you to think I'm ungrateful
              --I know you and that little broker--what do you
              call him?

                           VINCENT
              German.

                           EUGENE
              You're both going to a lot of trouble--
                      (trying to be tactful)
              Maybe you can con somebody into believing
              you're me to get your foot in the door--but
              once you're inside, you're on your own.  I'm
              sure you're sincere...
                      (glancing to the space paraphenalia)
              ...but I was being groomed for something like
              this myself.  Even without the accident I don't
              think I would have made it.  My point is--how the
              hell do you expect to pull this off?

     Jerome merely stares back as if the thought of failure has never
     occurred to him.

                           VINCENT
                      (shrugs and states it simply)
              I don't know exactly, Jerome.

                           EUGENE
                      (laughing)
              At least you're honest.
                      (a thought occurs)
              Call me by my middle name--Eugene--If you're
              going to be Jerome, you may as well start
              getting used to it.

     NB:  FOR THE REMAINDER OF THE SCREENPLAY "VINCENT" IS REFERRED
     TO AS "JEROME".

     INT. HOUSING PROJECT - APARTMENT.  NIGHT.

     JEROME looks through Eugene's personal effects, including a
     photograph album.  He is drawn to a swimming medal inside the
     album at a page displaying a photo of a wealthy, austere
     MOTHER - Eugene evidently comes from money.

     Even as he wheels into the room in his rickety wheelchair we see
     that EUGENE has the bearing of someone of good breeding.  He has
     a bag of blood on his lap.  More blood is being drawn from his
     arm through an IV.  Eugene catches Jerome looking at the album.

                           JEROME
                      (guiltily closing the book)
              I have to know where you come from.

                           EUGENE
              If anybody asks, tell them the truth--
              your family disowns you.  You are a
              disappointment, Jerome.

                           JEROME
                      (referring to Eugene's medal, impressed)
              What about this?

                           EUGENE
              Wrong color.  It's silver.
                      (tossing the bag of blood to Jerome)
              It's not easy living up to this.

     Eugene wheels away.


     INT.  HOUSING PROJECT - APARTMENT.  DAY.

     JEROME practises writing with his right hand, trying to
     replicate Eugene's signature.

                           EUGENE
                      (wheeling by, looking over Jerome's
                      shoulder at the signature)
              It needs work.

                           JEROME
                      (rueful)
              You had to be a right-hander.

                           EUGENE
              Noone orders southpaws anymore.


     INT.  HOUSING PROJECT - APARTMENT.  DAY.

     A pair of spectacles lie on the bed.  JEROME, still wearing his
     twin casts, sits behind an optometrist's portable examining
     device.  GERMAN hovering in the background, an OPTOMETRIST
     custom-fits JEROME with gossamer thin contact lenses.

                           JEROME (VO)
              Myopia is a dead giveaway - one of the earliest
              and most justifiable of the quality-of-life
              corrections.  Anybody with impaired vision is
              certain to be suffering from all the other
              deficiencies of a "nonadvantaged" birth.

                           GERMAN
                      (inspecting the lens in Jerome's eye)
              It's no good.  I can see an edge.  He may as
              well walk in there with a cane.


     INT.  HOUSING PROJECT - APARTMENT.  DAY.

     The Optometrist has been replaced in the living room with a
     BLACK MARKET DENTIST who bonds JEROME's small, gapped teeth to
     match EUGENE's perfectly straight, white picket fences.


     INT.  HOUSING PROJECT - APARTMENT.  DAY.

     Hair already bleached and cut to match Eugene's hairstyle,
     JEROME sits in a chair against a hastily erected white paper
     backdrop.  From his wheelchair, EUGENE puts the finishing
     touches to Jerome's hair.  He wheels himself out of the way.
     The final accomplice in Jerome's deception, a BLACK MARKET
     COMPUTER GRAPHICS DESIGNER, takes Jerome's photo with a video
     camera.  Manipulating the captured image, the Designer morphs
     Jerome's face into the face of Eugene.  The resulting photo that
     spits out of a printer is neither one nor the other but an
     acceptable combination of the two.


     INT.  HOUSING PROJECT - APARTMENT.  DAY.

     EUGENE is starting to prepare Jerome's specimen bags for the
     first time.  He winces in pain as he plucks several hairs from
     his head.  JEROME, now out of his casts, prepares job
     applications.

                           EUGENE
                      (still grimacing, referring to the follicles)
              You really need that much?

                           JEROME
              More than that.  You'll get used to it.

                           EUGENE
                      (yanking out another hair)
              God, what wouldn't you do to leave the planet?

                           JEROME
                      (inspecting a hair follicle)
              Leave?  Just a few million years ago every atom in
              this hair--in our bodies--was a part of a star.
              I don't see it as leaving.  I see it as going home.

                           EUGENE
                      (marvelling at Jerome's earnestness)
              God, you're serious, aren't you?

     Jerome ignores him.  Having learnt his lesson, he hands the
     envelopes to EUGENE to lick the flaps.


     INT.  HOUSING PROJECT - APARTMENT.  DAY.

     JEROME is doing a late-minute cram on a geriatric computer from
     the late 1990's.  Checking the time, Jerome hurriedly picks up
     the shirt that EUGENE has been ironing from a prone position on
     the floor.

                           JEROME
              It's not too late to back out.

                           EUGENE
              You don't know what a relief it is not to
              be me.  Are you sure you want the job?

     Jerome contemplates the question for a moment.

                           JEROME
              What about you?  What's in this for you, Eugene?

                           EUGENE
                      (referring to the bladder bag he wears)
              Listen, I bag this stuff anyway.  It may
              as well pay my rent.

     Jerome hurrise to the bathroom where, with some difficulty, he
     inserts his urine device for the first time.  The new improved
     Jerome emerges into the living room ready for his interview.


     INT.  GATTACA CORPORATION - TESTING LAB.  DAY.

     JEROME emerges from a bathroom and hands a TECHNICIAN his
     plastic cup full of fraudulent urine and inserts it into the
     analyzer.

                           TECHNICIAN
                      (reading off the profile)
              Congratulations.

                           JEROME
                      (perplexed)
              What about the interview?

                           TECHNICIAN
                      (referring to the cup)
              That was it.


     EXT.  GATTACA.  DAY.

     JEROME, scarcely able to disguise his delight, exits Gattaca,
     trying not to stare at the superb specimens who are now his
     "colleagues".

                           JEROME (VO)
              The majority of people are now made-to-order.
              What began as a means to rid society of
              inheritable diseases has become a way to design
              your offspring--the line between health and
              enhancement blurred forever.  Eyes can always be
              brighter, a voice purer, a mind sharper, a body
              stronger, a life longer.  Everyone seeks to give
              their child the best chance but the most skilled
              geneticists are only accessible to the priveleged few.

     In a nearby park MODEL CHILDREN from MODEL PARENTS play
     together.

                           JEROME (VO)
              Anyone who is the product of an altered
              DNA is proudly referred to as a "DAN",
              "self-made man or woman", "man-child". 


     INT.  HOUSING PROJECT - APARTMENT.  NIGHT.

     JEROME wheels EUGENE out of their housing project.  He takes in
     the neighborhood for the last time.  We focus on a POOR COUPLE
     cradling an INFANT.

                           JEROME (VO)
              Those parents who, for moral or, more likely
              economic reasons, refrain from tampering with
              their offspring's genetic makeup or who fail
              to abort a deprived fetus condemn their children
              to a life of routine discrimination.

     We glimpse other PEOPLE in the neighborhood.  They appear poor
     but, for the most part, physically normal.  However a pall of
     gloom hangs over them.

                           JEROME (VO)
              Officially they are called "In-Valids"*.  Also
              known as "godchildren", "men-of-god", "faith births",
              "blackjack births", "deficients", "defectives",
              "genojunk", "ge-gnomes", "the fucked-up people".

     [* "IN-VALID" pronounced as in "an invalid license"]

                           JEROME (VO)
              They are the "healthy ill".  They don't
              actually have anything yet - they may never.
              But since few of the pre-conditions can be
              cured or reversed, it is easier to treat them
              as if they were already sick.

     As they enter a car, driven by GERMAN, Jerome spies a beautiful
     young GIRL, 11, sitting on the steps of the housing project,
     staring forlornly into space.  While there is no outward sign of
     any deficiency, she is somehow aware that she is damaged goods.

     Jerome glances in the rearview mirror.

                           JEROME (VO)
              By means of a donor I have cheated the
              system for the last four years to open doors
              that would otherwise be closed to me.

     Jerome wheels Eugene into the palatial condominium complex where
     the two men now reside.


     INT.  GATTACA.  PRESENT DAY.

     We return to JEROME's reflection in the glass.  Other GATTACA
     EMPLOYEES are gradually gathering behind him.

                           JEROME (VO)
              In the guise of Jerome Morror I have risen
              quickly through the ranks of Gattaca.  Only one
              of the Mission Directors has ever come close
              to discovering my true identity.

     We now see what Jerome has been gazing at through the window
     the whole time - the sight that has brought a hush to the
     complex.  Through an open office door lies the body of a large
     man - the MURDERED DIRECTOR, lying where he has just been
     discovered, in a pool of his own blood.

                           JEROME (VO)
              Strange to think, he may have more success
              exposing me in death than he did in life.

     Jerome wipes his eye and also goes to investigate.  We focus on
     an extreme close up of his EYELASH.  Loosened by Jerome's hand,
     it breaks free and floats gently down to the floor where it
     comes to rest.


     INT.  GATTACA AEROSPACE CORPORATION.  MORNING.

     DETECTIVE HUGO, late-forties, wearing a crime-scene hygenic suit
     and gloves and a full clear mask - looking more like a surgeon
     or a toxic waste worker than a detective - places a blood-
     spattered computer keyboard alongside the Director's shattered
     skull.  The indentations match the blunt corner of the keyboard.
     Hugo detaches the dangling keyboard from its parent computer and
     seals the likely murder weapon in a marked, transparent plastic
     bag.

     A CREW of similarly-suited homicide detectives systematically
     vacuum the surrounding office area with metallic, industrial-
     looking mini-vacs.  Once each work space has been vacuumed, the
     transparent plastic vacuum bag is detached, sealed and labelled.

     OTHER DETECTIVES video the scene with camcorders.  Video prints
     spit out of the cameras for instant inspection.


     EXT.  GATTACA - LANDSCAPED GARDENS.  DAY.

     A silicon police tape cordons off the crime scene.  From the
     landscaped garden, a crowd of GATTACA EMPLOYEES view the
     proceedings through the glass walls.

                           EMPLOYEE 1
                      (staring at the Director's body)
              Awful.

                           EMPLOYEE 2
              Yeah, awful it didn't happen sooner.

     Nervous smirks from nearby employees.  We focus on JEROME.
     Standing slightly apart from the others, he does not appear to
     share the joke, or perhaps even hear it.  Jerome watches, wide-
     eyed, as a DETECTIVE approaches his work station with a mini-
     vac.  A chill goes through Jerome as the detective's cleaner
     passes over his desk.

     Jerome is distracted by a smear on the window, obstructing his
     view.  Without thinking, he breathes on the glass and rubs the
     smear away with his elbow.  Nearby, elderly janitor, CAESAR
     notices Jerome's fastidious act and reads the panic in Jerome's
     eyes.  DIRECTOR JOSEF suddenly appears at Jerome's shoulder.
     Standing a pace behind the Director, computer notepad in hand,
     is IRENE.

                           DIRECTOR JOSEF
              You're lucky to be getting out of this.

                           JEROME
              We're still going ahead as planned?

                           DIRECTOR JOSEF
              The launch window is only open until week's
              end.  Tragic though this event may be, it
              hasn't stopped the planets turning.

     He glances towards a group of Detectives headed by HUGO.

                           DIRECTOR JOSEF
              You'll have to excuse me, Jerome.  I have to
              meet with the authorities--naturally, we're
              co-operating in any way, although I won't
              tolerate a major disruption.
                      (as he departs)
              I wish I was going with you, Jerome.

     As the pair depart, Jerome and Irene exchange a glance.  Irene
     is also aware of Jerome's unease.


     INT.  GATTACA - CORRIDOR.  DAY.

     We focus on JEROME's eyelash, still lying on the floor.
     A huge crescent-shaped hair that fills the screen.  Suddenly
     there is a roar of a mini-vac and the eyelash is sucked up.  We
     follow the eyelash's journey, down the throat of the cleaner
     into the specimen bag where it is sucked against the bag's
     clear, plastic wall.


     INT.  GATTACA - COMPUTER COMPLEX.  DAY.

     The DIRECTOR's corpse is sealed in a plastic bodybag and wheeled
     away on a gurney.  The blood and other body matter from the
     murder scene is sucked up by a portable wet-vac and the sample
     bag appropriately labeled.


     EXT.  GATTACA - COURTYARD CAFETERIA.  DAY

     A chime sounds over the P.A. follwed by an announcement.

                           ANNOUNCER (OC)
              Thank you for your co-operation.  Please
              return to your work stations immediately.

     The PROGRAMMERS get to their feet en masse and begin filing into
     the work room.

                           EMPLOYEE 3
                      (sarcastic aside)
              What, no counselling?


     INT.  GATTACA COMPUTER COMPLEX - DIRECTOR'S OFFICE.  DAY.

     A WOMAN ASSISTANT whose keyboard was used in the attack has to
     pause as a MAINTENANCE WORKER gives her work station a final
     spray to return it to its former pristine condition.  A new
     keyboard is plugged into her monitor to replace the one taken as
     evidence.


     INT.  GATTACA COMPUTER COMPLEX.  DAY.

     JEROME opens his desk drawer to check his comb, now plucked
     completely clean.  He carefully places two of Eugene's hairs to
     the comb and scatters another bag of fraudulent matter around
     his work station.


     INT.  GATTACA - SIMULATOR ROOM.  DAY.

     In a large, bare room a simulator does a slow dance back and
     forth on its hydralic legs, miming the path of the space
     craft Jerome will soon be aboard.  The simulation ends and
     JEROME exits the simulator through a small door.  IRENE
     hesitantly approaches, carrying a slim electronic tablet.

                           IRENE
              Excuse me, Jerome.  I'm sorry to bother you.

     Jerome turns, not displeased by the interruption.

                           JEROME
              No bother.

                           IRENE
                      (referring to her notepad)
              I've been asked to compile a log for the
              investigators--they want to know everyone's
              whereabouts last night.

                           JEROME
              Last night?  I was at home.

     Irene makes a note with her stylus.

                           IRENE
              Can that be, er, verified?  Were you alone?

                           JEROME
              No it can't be verified.  Yes I was alone.

     Irene makes another note.

                           JEROME
                      (wry smile)
              Looks bad, doesn't it, Irene?  What about
              you?  Where were you last night?

                           IRENE
              I was at home.

                           JEROME
              Were you alone?

                           IRENE
                      (hesitant)
              Yes.

                           JEROME
                      (teasing)
              So we don't know for sure about you, either.

                           IRENE
                      (wary, wondering where the
                      conversation is headed)
              No.

                           JEROME
              Why don't we say we were together?

                           IRENE
                      (confused)
              Why would we do that?

                           JEROME
              I have better things to do this week than
              answer the foolish questions of some flatfoot.
              Don't you?

     Irene contemplates the question.

                           JEROME
                      (gently pressing)
              Well, shall we say we spent the evening together?

     Irene is still unsure whether or not Jerome is serious.

                           IRENE
              To be convincing, Jerome, I would have to know
              what that was like.

     Irene turns and departs.  Jerome watches her go.


     INT.  EUGENE'S CONDOMINIUM.  NIGHT.

     The paraplegic EUGENE, seated by the window, meticulously cuts
     a long fingernail into numerous clippings.  He places the
     clippings in small plastic bags and seals them.  He then begins
     to fill tiny sachets with blood.  He turns as he hears JEROME
     enter down the spiral staircase with the groceries.

                           EUGENE
              You didn't forget the truffles?

     JEROME places the items in the refrigerator in the bathroom and
     retrieves a bottle of vodka - the vodka incongruous-looking
     beside the blood and urine specimens.  Joining Eugene at his
     workbench, he pours them both a drink.

                           EUGENE
                      (sensing something amiss, trying
                      to keep his humor)
              Who died?

                           JEROME
              The Mission Director.

                           EUGENE
                      (misinterpreting the deadpan remark)
              You wish.

                           JEROME
              They found him in his office this morning--
              beaten so bad they had to check his nametag.

     Eugene takes in the news, a smile broadening across his face.

                           EUGENE
              What an act of benevolence--a service to the
              community.  So that's it.  Now there's nothing
              between you and ignition.

                           JEROME
              He was still warm when they confirmed.

                           EUGENE
                      (confused by Jerome's attitude)
              This calls for a celebration.  Doesn't it?

                           JEROME
              The place is crawling with Hoovers.

                           EUGENE
              So what?  You didn't kill him, did you?

     Jerome shoots him a glance for the inappropriate remark.

                           JEROME
              That's not the point.

                           EUGENE
                      (scoffing)
              Hey, how much of you can be there?  Even if the
              "J. Edgars" do find something, in a week--
                      (glancing up to the night sky)
              you'll be slightly out of their jurisdiction.
                      (gently chiding)
              Come on, we've got to get drunk immediately.

                           JEROME
                      (still tempering Eugene's enthusiasm)
              You're going to have to earn your supper.  I've got
              my final physical tomorrow.

     Jerome wheels Eugene's chair to a specially constructed platform
     that allows the wheels to spin in mid-air.  Jerome tapes an
     electrode to Eugene's chest and attaches the wire to a slim
     recording device.  Eugene begins to spin the wheel of the chair
     faster and faster.  Jerome monitors Eugene's steady heartbeat
     through a set of headphones.


     INT.  GATTACA AEROSPACE CORPORATION - COMPUTER COMPLEX.  NIGHT.

     The complex is virtually empty - only a handful of the hundreds
     of PROGRAMMERS working late into the night.  IRENE approaches
     JEROME's work station on the pretext of delivering some
     documents.  Trying to act casually, she looks under the papers
     on his desk, then opens the top desk drawer.

     We see an EXTREME CLOSE UP of the comb lying there - the two
     hairs trapped between the teeth of the comb.  Irene removes one
     of the follicles and drops it into an envelope she is carrying.


     INT.  24-HOUR SEQUENCING LAB.  NIGHT.

     "SEQUENCING-WHILE-U-WAIT".  Similar to a 1-hour photo lab, the
     store - little more than a booth - displays a price list on the
     wall.  "FULL SEQUENCE - $80".  IRENE waits in line with a cross-
     section of other CUSTOMERS.  She checks the contents of the
     envelope that contains the hair.

     The YOUNG WOMAN in line ahead of her allows the TECHNICIAN to
     take a swab from her full lips with a Q-tip.

                           TECHNICIAN
              How old?

                           YOUNG WOMAN
                      (confused)
              Me?

                           TECHNICIAN
                      (mustering patience, referring
                      to the Q-tip)
              The specimen.

                           YOUUNG WOMAN
                      (proudly)
              I kissed him five minutes ago.  A real good one.

     Overhearing, several PEOPLE in the line snicker.

                           TECHNICIAN
                      (long-suffering)
              I'll see what I can do.

     The technician hands the swab to an ASSISTANT.  The Young Woman
     is handed a number and takes a seat.  Irene hands her envelope
     over the counter.  She too is handed a number.  We follow
     Jerome's follicle as another TECHNICIAN places it in an
     analyzing machine.


     INT/EXT.  SEQUENCING LAB / PARKING LOT.  NIGHT.

     The TECHNICIAN returns the envelope to IRENE along with a
     miniature compact disc.

                           TECHNICIAN
                      (remarking on the profile result)
              9.4...very nice.

     Irene does not appear to share the technician's enthusiasm.
     She emerges from the sequencing lab and enters her car.  Taking
     a palm-top computer from her purse, she inserts the disc into
     the computer.  Jerome's counterfeit genetic profile appears on
     the screen.  The details confirm her worst fears.


     EXT.  MICHAEL'S DINNER CLUB.  NIGHT.

     JEROME and EUGENE, dressed to the nines, pull up in the car
     to a darkened doorway in a poorly lit street.  A VALET appears
     out of the shadows.  Familiar with the car, he goes immediately
     to the trunk to retrieve Eugene's collapsible wheelchair.
     Jerome tips the valet - a credit card wiped through a device.


     INT.  MICHAEL'S DINNER CLUB.  NIGHT.

     The chic, elegant establishment inside belies its darkened
     exterior.  JEROME wheels EUGENE into a decadent dinner club
     full of an odd assortment of people.  They are immediately
     greeted respectfully by MICHAEL, the owner and maitre d'.
     Jerome and Eugene are obviously regulars.

                           MICHAEL
              Good evening, gentlemen.  Your table is ready.
                      (referring to Jerome's mission)
              Not long now, sir.  You'll be upstairs
              before you know it.  We're going to miss you.

                           JEROME
              Not as much as I'll miss your Stroganoff.
              I'd like to take one of your chefs with me.


     INT.  MICHAEL'S DINNER CLUB.  NIGHT.

     In a secluded booth JEROME and EUGENE toast from a bottle of
     1999 vintage Bordeaux.  Eugene drinks longer than Jerome.
     Jerome dabs his mouth with a napkin.  He fails to notice a
     minute FLAKE OF SKIN dislodged from his chin.  We follow the
     flake as it comes to rest beneath the table.

     LATER, Eugene and Jerome watch COUPLES dancing a samba on the
     dance floor.  A WAITER vacuums the table with a discreet,
     handheld miniature vacuum while a WAITRESS clears the plates.
     She accidentally drops a knife onto Eugene's leg.

                           WAITRESS
                      (aghast at the sight of his lifeless legs)
              I'm so sorry.  Did I hurt you?

                           EUGENE
                      (smiling, a trace of bitterness)
              Honey, if you'd hurt me, I'd be cured.

     Eugene, the worse for drink, gropes for the waitress's leg but
     she easily avoids his clumsy pass.

                           EUGENE
              You want to meet a real-life spaceman?

     Jerome, always aware, scanning the club, suddenly spies
     NAPOLEON, his Gattaca colleague, on the other side of the
     room.  Napoleon is taking a hit from a vial concealed in his
     hand.  Jerome abruptly turns his back to avoid being recognized.

                           JEROME
              Let's get out of here.

                           EUGENE
                      (knocking back his drink,
                      misinterpreting the hasty departure)
              You're right, there's more atmosphere
              where you're going.


     INT/EXT.  CAR.  NIGHT.

     Driving along the freeway, Jerome's car suddenly dives down an
     escape road.  EUGENE looks sideways at JEROME.

                           JEROME
              You drive.


     INT/EXT.  CAR.  NIGHT.

     The car careens around and around a small circular building -
     a cloud of dust billowing up behind the car.  We focus on a
     BRICK wedged against the car's gas pedal.

     EUGENE is at the wheel, JEROME in the passenger seat.

     The hard turn is repeated with increasing recklessness, Eugene
     fighting to control the bucking car.

                           EUGENE
                      (screaming in both fear and exhilaration)
              I gotta stop!!  I gotta stop!!

                           JEROME
              Keep going!!  Keep going!!

     Finally the car spins to a halt in a cloud of dust.  When the
     dust settles it is revealed that they have been circling the
     base of a huge satellite dish in a desolate location.


     EXT.  SATELLITE DISH.  NIGHT.

     EUGENE lies on the hood of the car, leaning against the
     windshield, drinking from a bottle of vodka.  In the
     background, the unmanned satellite dish.  JEROME relieves
     himself against the building at the base of the satellite.

                           EUGENE
                      (gently chiding Jerome over the joyride)
              You idiot.  You could ruin everything
              with a stunt like that.

     Eugene spies a spacecraft launching from Gattaca city.

                           EUGENE
                      (gazing up into the night sky)
              At least up there your piss will be worth something.
                      (smiling at the thought)
              You'll all be showering in it, right?

                           JEROME
                      (zipping his fly)
              And drinking it.  It's like Evian by the
              time it's filtered.

                           EUGENE
                      (referring to the rocket ship)
              What is that one?

     Jerome doesn't bother to look in the direction of the craft but
     merely glances to his watch.  He joins Eugene on the hood of the
     car.

                           JEROME
                      (looking at his watch)
              11.15 to the port.  A maintenance crew.

                           EUGENE
              How long do you stay up there before you go?

                           JEROME
              A day or so.

                           EUGENE
                      (beaming)
              I still can't believe they're sending you to
              the Belt--you of all people--never meant to be
              born, on a mission to discover the origin
              of life.

     Eugene laughs to himself and passes the bottle to Jerome.

                           JEROME
              You should be going instead of me.

     Jerome taps Eugene's lifeless legs with his foot.

                           JEROME
              Up there they wouldn't be a problem.

                           EUGENE
                      (glancing heavenwards, shaking his head)
              You know I'm scared of heights.


     INT.  CRIME LABORATORY - AUTOPSY ROOM.  NIGHT.

     The body and clothing of the MISSION DIRECTOR, lying on a metal
     examining table is scanned with a blue-light magnifying
     instrument.  Fingernail specimens are taken for analysis.  In
     another area of the laboratory, the labelled vacuum bags are
     attached to analyzers and the contents sucked out and
     automatically identified.  ID names and photographs of GATTACA
     EMPLOYEES begin appearing on a computer screen at high speed
     along with other personal details - all data automatically
     logged for later review.

     The photographs and personal details of JEROME and IRENE flash
     past, amongst the faces of other employees.

     We focus on a magnified close up of JEROME'S EYELASH, still
     clinging stubbornly to the side of its specimen bag.  We
     continue to follow its journey as it is finally sucked into the
     analyzer.


     INT.  CRIME LAB - ANALYZER MACHINE.  NIGHT.

     Inside the machine, a minute, cell-thin sliver is sliced from
     JEROME'S EYELASH and analyzed.


     INT.  INVESTIGATOR'S CRIME LAB.  NIGHT.

     A severed HUMAN TONGUE sits on a tray in a sterile, sealed
     chamber.  Using gloves that protrude through the chamber's glass
     wall, face buried in a binocular eyepiece, the INVESTIGATOR
     takes a swab from the tongue.

                           INVESTIGATOR
                      (to the tongue, as he inserts the
                      tip of the swab into an analyzer)
              Let's see what you've got to say for yourself.

     A FEMALE ASSISTANT, looking on, hardly has time to smile at the
     remark before information begins to appear on a nearby computer
     terminal.  The computer gradually builds a portrait of the owner
     of the tongue using genetic predictors.  The Investigator
     wanders over to the window as his Assistant reads the
     information from the screen.

                           ASSISTANT
              The tongue is male.  Mature.  Blonse hair.
              Brown eyes.  Light complexion.  Between
              5'11 and 6'1.  Pronounced Caucasian nose.
              Thin lips.  Weak chin.  Lobeless ears.
              Prematurely balding.  Slightly bow-legged.
              Broad shoulders.  Barrel chest...
                      (pause)
              Blind.

                           INVESTIGATOR
                      (interest piqued)
              Blind?
                      (mildly amused, checking the
                      monitor for himself)
              The tongue is blind?

                           ASSISTANT
                      (confused)
              Who cuts out the tongue of a blind man?

                           INVESTIGATOR
                      (shrugs)
              Someone who is mindful that the blind
              still speak.

     The INVESTIGATOR is alerted by the chime of his nearby computer.
     On the screen, he discovers the face of 20-YEAR-OLD VINCENT
     and the accompanying flashing message: TRACKING IN-VALID
     883000181105-10  - NEW DATA -


     INT.  CONDOMINIUM COMPLEX - PARKING GARAGE.  NIGHT.

     Having plugged his car into an overnight charger, JEROME pushes
     EUGENE in his wheelchair to the elevator.  Bottle in hand,
     Eugene leans over and vomits on the ground.  Jerome shakes his
     head resignedly.  Eugene looks drunkenly up at Jerome.

                           EUGENE
                      (sarcastically referring to the pool of vomit)
              I'm sorry.  Did you want it?

     Jerome meets Eugene's gaze.  There is a trace of bitterness
     in Eugene's drunken smile.

                           EUGENE
              Let me get it for you.

     Eugene bends down to scoop up some vomit with his hand but the
     elevator arrives and Jerome quickly wheels him away.  Eugene's
     head flops to the side as he passes out.


     INT.  EUGENE'S CONDOMINIUM.  NIGHT.

     JEROME unlocks EUGENE's condo and wheels his chair inside.  We
     see their reflection in a full-length mirror as Jerome pushes
     Eugene to the bedroom.  After removing Eugene's soiled clothing,
     he heaves the tall man from the chair and onto the bed.

                           EUGENE
                      (maudlin, sobbing like a child)
              I'm sorry.  I'm sorry.

                           JEROME
                      (attempting to comfort)
              It's okay, Eugene.

                           EUGENE
              You know I wasn't drunk--I knew what I was
              doing when I walked in front of that car--

                           JEROME
              --What car?--Go to sleep.

                           EUGENE
              --I walked right in front of it.  I was never
              more sober in my life.

     Jerome looks at Eugene's lifeless legs, trying to cover his
     shock at the revelation.

                           JEROME
              It's all right.

                           EUGENE
                      (grabbing Jerome by the collar)
              I'm proud of you, Vincent.

     Eugene's head falls back onto the pillow.

                           JEROME
                      (smiling to himself)
              You must be drunk to call me Vincent.

     But Eugene does not reply, drifting into sleep once again.
     Jerome pulls a blanket over him.

     On the verge of leaving, Jerome's attention is drawn to a wall
     on the far side of the room.  Approaching the wall, near
     Eugene's mirrored closet, he detects a faint mechanical whir
     coming from inside the adjacent condominium.  Jerome
     contemplates investigating but exits the condominium instead
     - climbing the spiral staircase to his own condominium.


     INT.  JEROME'S CONDO - LIVING ROOM.  NIGHT.

     JEROME fastidiously vacuums with an upright cleaner.  Using a
     hose attachment he cleans around a picture frame that contains
     Jerome's original computer keyboard handdrawn on the flap of a
     cardboard box.


     INT. GATTACA - COMPUTER COMPLEX.  DAY.

     In the vast room of COMPUTER PROGRAMMERS we pull-focus to
     discover that we have been filming the complex through the
     transparent specimen bag containing JEROME'S EYELASH.

     On the mezzanine floor overlooking the scene of the crime,
     the INVESTIGATOR holds the bag, transfixed by the lash.  The
     lead homicide detective, DETECTIVE HUGO, finishes interviewing
     a GATTACA SECURITY GUARD and approaches the Investigator.
     A large telescope in the background.

     Although Hugo is deferential to his more youthful superior, his
     body language betrays his displeasure.  Hugo clearly does not
     relish the Investigator's involvement in his case.

                           DETECTIVE HUGO
              I don't understand why you were dragged out
              here, Sir.  It's hardly worth wasting your
              time--a no-nothing case like this.

                           INVESTIGATOR
                      (gently rebuking his subordinate)
              A man's dead, Detective.

                           DETECTIVE HUGO
              Of course, Sir.  We're checking the entry log,
              alibis, grudges...

                           INVESTIGATOR
              Grudges?

                           DETECTIVE HUGO
                      (looking out over the balcony)
              I look around, I see a lot of dry eyes.
              The Director was not...
                      (searching for the words)
              ...universally loved.  He was leading the
              cut-backs in the program.  You're looking at
              a room full of motives.

                           INVESTIGATOR
                      (shaking his head adamantly,
                      referring to the bag in his hand)
              No, this is your man.

                           DETECTIVE HUGO
                      (not so convinced)
              With respect, Sir--it may be the only
              unaccountable specimen but the profile
              suggests--

                           INVESTIGATOR
              --What about his profile?

     Hugo refers to a print-out of 20-YEAR-OLD VINCENT's profile
     including his Genetic Quotient.  (The fifteen-year-old photo of
     Vincent now bears little resemblance to his assumed identity.)

                           DETECTIVE HUGO
              According to this, he's a sick man.  Congenital
              heart condition.  Who knows how long the specimen
              has been here but there's an 80 percent chance
              the owner of that eyelash has already died
              himself from natural causes.

                           INVESTIGATOR
                      (terse)
              So there's a 20 percent chance he's not dead.

     Detective Hugo goes to comment further, then revises his
     remark in his head before speaking.

                           DETECTIVE HUGO
              Even if this Vincent Luca is alive, is it
              likely he could bludgeon a man to death?

                           INVESTIGATOR
              No.  Not likely.

     The Investigator's tone suggests that the identity of the
     culprit is no longer a matter for debate.  There is an awkward
     pause before the Detective falls into step with his superior.

                           DETECTIVE HUGO
              I take it you're thinking along the lines of a
              robbery gone sour--a thief disturbed in the act?

     The Investigator merely shrugs.

                           DETECTIVE HUGO
                      (skeptical)
              Of course that doesn't jibe with what we
              found.  This was an angry killing.

                           INVESTIGATOR
                      (glancing to the profile in Hugo's hand)
              Who knows with these "deficients"?  His profile
              indicates a proclivity for violence.

                           DETECTIVE HUGO
                      (trying to appear co-operative)
              I'll run a crossover on the eyelash for
              any family or associate connections--

                           INVESTIGATOR
              --I've already run it.  There's no record
              of any living relative.

                           DETECTIVE HUGO
              What a pity.

                           INVESTIGATOR
                      (irritated, glancing to the sample bag)
              Detective Hugo, it's a simple case of lost and
              found.  All we have to do is locate the man who's
              minus an eyelash and this murder will solve itself.

     We focus on JEROME at his work station.  Although he continues
     to work, he clrarly feels the presence of the INVESTIGATORS on
     the mezzanine floor behind him.

     A MEDICAL DIRECTOR approaches the programmer in the neighboring
     work station - NAPOLEON, the programmer Jerome encountered in
     the nightclub the previous evening.

                           MEDICAL DIRECTOR
              Napoleon, you're late for your substance test.

     Napoleon looks up, ashen-faced.  Jerome intervenes.

                           JEROME
              Director, Napoleon's helping me today.

     The Director regards both men suspiciously.

                           MEDICAL DIRECTOR
              Well, you take it for him, Jerome.

     The Medical Director departs.  Napoleon, stunned by the
     reprieve, approaches Jerome's work station and pretends to
     study the program on his computer screen.

                           NAPOLEON
              Why did you do that?

                           JEROME
                      (exiting to the testing lab)
              Don't worry about it.


     INT.  GATTACA - TESTING LAB.  DAY.

     From behind we observe JEROME standing in front of LAMAR,
     issuing forth his steady stream of fraudulent urine.


     EXT.  GATTACA AEROSPACE CORPORATION - WORKOUT CENTER.  DAY.

     Twenty GATTACA EMPLOYEES, identically-outfitted men and women,
     run in a perfectly straight line towards the tranquil lake of
     the picturesque grounds, never getting any closer to their goal.
     They run at a steady 10mph on twenty identical state-of-the-art
     treadmill machines sunken into the floor and arranged in a
     uniform row facing a floor to ceiling window.  The strain is
     beginning to show on many of the faces.  The heartrate of each
     employee is monitored via a wireless electrode attached to the
     chest.

     Outside in the sunshine the next batch of twenty EMPLOYEES
     limbers up in readiness for their physical.  JEROME's only
     preparation consists of thoughtfully dragging on a
     cigarette while staring out at the man-made lake.  His
     nonchalant attitude disheartens nearby colleagues, including
     IRENE who is amongst a group of workers excused from the run
     by benevolent, over-protective TRAINERS.

                           TRAINER
              You're excused, Irene.  You may resume your duties.

     On the way into the work-out facility Jerome stubs out his
     cigarette in a stainless steel ashtray.  Only we are aware of
     the slim credit card-sized recording device that he furtively
     slips out of his cigarette pack and secrets in his hand.  As he
     takes his place on one of the treadmills and adheres the
     cordless electrode to his chest, Jerome surreptitiously attaches
     his device to the underside of the running machine's control
     panel.


     INT.  GATTACA - WORK-OUT OBSERVATION ROOM.  DAY.

     From a mezzanine floor above the work-out room, LAMAR, the
     medical officer, monitors computer read-outs displaying the
     pace and pulse of the runners on each treadmill machine.


     INT. GATTACA - WORK-OUT CENTER.  DAY.

     One by one the GATTACA EMPLOYEES drop out until JEROME is the
     sole remaining runner.  Several of the other employees stand
     around and watch Jerome run as they towel off.

     He appears under little duress, staring directly ahead,
     seemingly in a trance.  As we focus on his chest, only we are
     aware of the sound of his furiously pounding heart making a lie
     of his calm exterior.


     INT.  GATTACA - WORK-OUT OBSERVATION ROOM.  DAY.

     Jerome's heart registers a far more measured beat on the
     computer in the observation room.  The DIRECTOR is at LAMAR's
     shoulder, beaming proudly.

                           LAMAR
                      (marveling at Jerome's heartrate)
              Six miles later it's still beating like a
              Goddamn metronome.  I could play piano by that
              heartbeat of his.

     The INVESTIGATOR and DETECTIVE HUGO enter the observation room,
     escorted by IRENE.

                           DETECTIVE HUGO
              Director Josef, this is our lead Investigator.

     The two men exchange a polite handshake.  However the
     Investigator is immediately taken with the SOLE RUNNER with his
     back to him, on the treadmill below.

                           INVESTIGATOR
              How often do you test, Director?

                           DIRECTOR JOSEF
              Often.

                           INVESTIGATOR
                      (intrigued)
              Surely you know what you have.

                           DIRECTOR JOSEF
              We have to be certain.  Once they're up, we
              can hardly turn the boat around.

     On the treadmill below, Jerome glances to his watch as he runs,
     the distress starting to show.  Caught up in the conversation,
     Lamar has forgotten to end the work-out.  Remembering, he
     finally presses the "WARM-DOWN" button, slowing the treadmill.

                           LAMAR
                      (still marveling at Jerome)
              I swear if I went to lunch and came back, he'd
              still be there.

     We focus on Jerome's recording device attached to the bottom of
     the control panel.  It clicks to a stop, indicating that the
     bogus heartbeat recording has ended before the workout.

     The heartbeat monitor in the observation room suddenly races
     from 80 to 250 beats per minute.  Lamar catches the discrepancy
     out of the corner of his eye but before he can take a second
     look, Jerome has whipped his electrode from his chest.  The
     physician shrugs it off as a glitch in the machine.

     The Investigator has turned his back on Jerome to face the
     Director.

                           INVESTIGATOR
              We believe we have a suspect.

                           DIRECTOR JOSEF
              What a relief.

                           INVESTIGATOR
                      (referring to the profile of VINCENT
                      on Hugo's computer notepad)
              This unaccountable specimen was found in
              the south wing corridor.

     In the room below, Jerome nonchalantly steps off the treadmill,
     stealthily retrieves the recording device from beneath the
     control panel and returns it to his cigarette pack.

     He casually wipes off drops of sweat from the machine with a
     towel, briefly glances to Irene with the Investigators and exits
     to the locker room.

     The Director idly regards the image of VINCENT on Hugo's
     handheld screen.  He does not recognize the face.

                           DETECTIVE HUGO
              An age enhancement is being prepared as
              we speak.

                           DIRECTOR JOSEF
                      (referring to his assistant)
              Irene will make it available to security.


     INT.  GATTACA - LOCKER ROOM.  DAY.

     JEROME wears his assured smile all the way along the corridor
     and into the now empty locker room.  He exchanges a cheery
     greeting with an exiting COLLEAGUE, enters a shower stall,
     closes the door behind him and promptly collapses on the shower
     stall floor.

     The effects of the gruelling work-out are only now apparent.  No
     longer sucking up the pain, he gulps air into his oxygen-starved
     lungs, his heart looking for a way through his tightened chest.
     He writhes in agony on the white-tiled floor - a brutal reminder
     of the physical frailty he seeks to disguise.


     EXT.  GATTACA - GARDEN.  LUNCHTIME.

     In Gattaca's perfectly landscaped gardens JEROME, dressed and
     recovered from his ordeal, joins his COLLEAGUES for lunch at one
     of the umbrella-covered tables.  While most of the others pick
     at unappetizing salads and take their individualized medication,
     Jerome carries a steak sandwich on his tray.

     The sight of the juicy steak is greeted with envious looks from
     his colleagues.  Jerome pretends not to notice and rubs it in by
     liberally sprinkling salt onto the meat.

     However when Jerome looks over towards IRENE, she avoids eye
     contact.  When she abruptly gets up and leaves, Jerome follows -
     thinking twice before depositing the napkin in the nearby
     trashcan.  A janitor reaches for the napkin.  It is the Old
     Janitor, CAESAR, from Jerome's former life.

                           CAESAR
              I'll take care of that for you, Mr Morrow.

     The two men exchange a conspiratorial smile.


     EXT.  GATTACA - WIND FARM.  AFTERNOON.

     A forest of wind turbines, supplying energy to the aerospace
     complex.  However the blades of the turbines are motionless in
     the still afternoon.  JEROME finally catches up with IRENE.  She
     turns, unsurprised by his appearance.  Standing beside her, he
     looks out over the complex as if he too has come for the view.

                           JEROME
                      (eyes fixed on the view)
              We were looking at each other.  You stopped.

     Irene, also keeps her gaze ahead.

                           IRENE
              I'm sorry.  I didn't mean anything.

                           JEROME
                      (shrugging as if it makes
                      no difference to him)
              We were just looking.

                           IRENE
              I know about you.

     Jerome turns to her, startled, trying to read her face.  Irene
     takes a deep breath and abruptly plucks a long, dark hair from
     her head.

                           IRENE
                      (offering the hair to Jerome)
              Here, take it.

     Jerome, confused, takes the hair - more in reflex than intent.

                           IRENE
                      (a challenge)
              If you're still interested, let me know.

     Jerome contemplates the hair in his fingers for a moment, then
     deliberately lets it fall to the grounf.

                           JEROME
                      (never taking his eyes from her)
              Sorry, the wind caught it.

     Irene meets his gaze.  There is not a breath of wind.  The
     hair lies, plainly visible on the ground.


     EXT.  GATTACA AEROSPACE COMPLEX.  AFTERNOON.

     As JEROME and IRENE walk between the wind turbines, Jerome
     pretends not to notice that Irene keeps furtively checking the
     pulse on her wrist.  They pause in the shade.

                           JEROME
                      (as if making conversation)
              Have they found our friend?

                           IRENE
              Friend?

                           JEROME
                      (shrugs)
              It was a mercy-killing after all.

                           IRENE
              They found an eyelash.

                           JEROME
              Where?

                           IRENE
              In the South Wing.

                           JEROME
              Does it have a name?

                           IRENE
              Just some In-Valid.  Vincent--
                      (trying to come up with the last name)
              --somebody.

     Jerome turns away to disguise his alarm.  He quickly recovers.

                           JEROME
              Perhaps we ought to celebrate, Irene.

                           IRENE
                      (a smile playing around her lips)
              You celebrate, Jerome?


     INT.  EUGENE'S CONDO.  NIGHT.

     EUGENE talks irritably on the phone, examining a container from
     a newly opened case of hair bleach.

                           EUGENE
                      (into phone)
              --I know what I ordered.  I ordered "Honey
              Dawn" and you sent me "Summer Wheat".

     JEROME descends the staircase, taking the steps two at a time.
     He immediately goes to the refrigerator, removing trays of
     samples.  Eugene abruptly hangs up the phone.

                           JEROME (OC)
              Call German.

                           EUGENE
              Any particular reason?

                           JEROME
                      (collecting up sample bags from
                      the work bench)
              We can't stay here.

                           EUGENE
              What are you talking about?

                           JEROME
              They think I offed the Director.

     Eugene wheels himself over to Jerome, unconcerned.

                           EUGENE
              What makes them think that?

                           JEROME
              They found my eyelash.

                           EUGENE
                      (a flicker of anxiety)
              Where?

                           JEROME
              In a corridor.

                           EUGENE
                      (blasÈ once again)
              Could be worse.  They could have found
              it in your eye.

     Jerome half-smiles despite the situation.

                           JEROME
                      (resuming his collection of samples)
              Come on--we're taking off.

                           EUGENE
              I'm not going anywhere.  Less than a week to go.
              Not on your life--

                           JEROME
              --You don't understand, they'll make the
              connection, they'll hoover again.  We should
              cut our losses.

                           EUGENE
                      (angrily grabbing a tray from Jerome's hands)
              Where is your head, Jerome?  You're acting
              like a guilty man.  They won't marry the eyelash
              to you.  They won't believe that one of their
              elite navigators could have suckered them for the
              last five years.

                           JEROME
              They'll recognize me.

                           EUGENE
                      (scoffing)
              How could they recognize you?
                      (referring to the torn photo of
                      20-year-old Vincent on the wall)
              I don't recognize you.  Anyway, you don't have a
              choice.  You run, you may as well sign a confession,
              turn us both in right now.  No, we stick this out--
              find out what we can but change nothing.  This is
              a minor inconvenience is all it is.  We've taken
              worse heat than this.
                      (angry now)
              Jesus, if I'd known you were going to go
              belly up on me at the last fucking gasp, I
              wouldn't have bothered.  You can't quit on me
              now.  I've put too much into this.
                      (returning the samples to the fridge)
              Besides, this stuff is mine.  I had other offers,
              you know.  I could have rented myself out to
              somebody with a spine.  You want me to wheel in
              there and finish the job myself?
                      (meeting Jerome's gaze)
              We'll take off all right, from pad 18 just like
              we planned.

     Jerome slumps down in a chair, Eugene's tirade starting to get
     to him.

                           EUGENE
              And keep your lashes on your lids where
              they belong.  How could you be so careless?

                           JEROME
              I'm sorry.
                      (reluctant admission)
              I think I was crying.

     Eugene is uncomfortable at the notion.

                           EUGENE
              Well save those tears.

     Jerome shrugs awkwardly and pours them both a drink.

                           JEROME
              You really had other offers?

                           EUGENE
                      (shrugs)
              I'm sure I could have.


     INT. CONDOMINIUM - INCINERATOR.  NIGHT.

     The naked JEROME scrapes away at his skin with even greater
     ferocity than usual.  After exiting the incinerator, he deposits
     all the incriminating trash he has collected during the day into
     the furnace and ignites the gas.


     INT.  EUGENE'S CONDOMINIUM.  NIGHT.

     From outside, a car horn sounds.  JEROME, in a formal suit and
     spectacles, abruptly enters the condominium.  He goes to a
     closet and starts searching through Eugene's clothes.

                           JEROME
              Mind if I borrow a tie?

     EUGENE is more interested in the car parked outside the
     condominium.  IRENE sits in a convertible Citroen DS, dressed in
     a classic but provocative black suit.  Unaware that she is being
     observed she touches up her lipstick in the rearview mirror.

                           EUGENE
              So it's not just the Hoovers who've got
              you rattled.

                           JEROME
              You're the one who said not to change anything.
              She's my ear to the investigation.

                           EUGENE
                      (skeptical)
              Is that all?

                           JEROME
              I've got enough on my mind without that.

                           EUGENE
              If you say so.
                      (referring to the ties in Jerome's hand)
              The stripe.

                           JEROME
                      (agreeing with the selection)
              Good choice.

     Jerome fumbles with the knot.  From his chair, Eugene knots
     Jerome's tie for him.  Jerome is intrigued that for once Eugene
     is abstaining - he has not touched his drink.

                           JEROME
              Not thirsty?
                      (referring to the fridge)
              We've got enough virgin samples to last us the week.

                           EUGENE
              I don't feel too good.  I think I'm still
              drunk from last night.

                           JEROME
              Never stopped you before.
                      (regarding Eugene's head)
              And for God's sake stop plucking your hair.
              Someone went to a lot of trouble to make sure
              you wouldn't go bald.

                           EUGENE
              If I were you I'd worry about myself.
                      (nodding to Jerome's spectacles)
              Haven't you forgotten something?

     Jerome pockets the spectacles and enters the bathroom for his
     contact lenses.  The horn sounds outside the window a second
     time and Jerome hastily exits.  We stay with Eugene.  Irene
     catches a glimpse of him before he moves away from the window.
     Jerome emerges from the building.

     As the couple drive away, Eugene wheels himself to the full
     length mirror.  He regards his own reflection for a moment and
     opens the mirror - a disguised door opening into the adjacent
     apartment.  A cloud of condensed water vapor billows out.
     GERMAN, the DNA Broker, emerges with an ENGINEER.

     He sends the engineer on his way and joins Eugene at his desk.
     Eugene hands German a credit card that he wipes through his
     computer.

                           GERMAN
              We still need to overhaul the back-up generator.
                      (fixing Eugene with a penetrating stare)
              What's going on, Eugene, I thought he was going
              away, not you--you going on vacation?

                           EUGENE
                      (looking away)
              You got it, German.

                           GERMAN
                      (nodding thoughtfully)
              You deserve it.


     INT. CONCERT HALL - AUDITORIUM.  NIGHT.

     JEROME and IRENE step over feet, apologizing as they go,
     eventually finding their seats in a box in a sold-out concert
     hall.

     On the stage below, a YOUNG PIANIST - a teenage prodigy - has
     already taken his place at the keys of a grand piano.  The
     pianist removes his white gloves and begins to play - an
     extremely complex and beautiful piece we have never heard
     before.  IRENE looks to JEROME.  He is clearly caught up in the
     music.


     EXT.  IN-VALID HOUSING PROJECT.  NIGHT.

     The music from the piano recital continues under the following
     contrasting action.  A huge, brooding housing project.  PEOPLE
     hang around on street corners.  Menace in the air - a feeling of
     impending violence.

     Suddenly unmarked police cars appear from all directions,
     blocking any escape route.  Dozens of PLAINCLOTHES DETECTIVES
     pour out of the cars and onto the street.

     People scatter, many running straight into the arms of the
     Detectives.  OTHERS, spilling out of the housing project, are
     also immediately apprehended.

     The Detectives quickly weed out those suspects not fitting
     Jerome's description - WOMEN, OLD MEN and TEENAGERS.  They are
     shepherded off the street.  A line of IN-VALIDS is formed
     several hundred yards long.  Detectives begin to laboriously
     move along the line, taking finger-prick blood samples from each
     suspect - instantly confirming their identities with portable
     analyzers worn on their hips.

     As if having the idea at the same time, TWO SEPARATE MEN
     suddenly bolt from the line, knowing that their blood will
     incriminate them.  Other Detectives, watching for such escape
     attempts, esaily apprehend them and escort them to a waiting
     police van.

     With the raid under control, DETECTIVE HUGO indicates to the
     INVESTIGATOR that it is safe to exit his car.  The Investigator
     appears irritated, only half-glancing at the TWO MEN already in
     custody, apparently certain that neither one is his suspect.

                           DETECTIVE HUGO
                      (enthusiastic)
              Not our fish, but sometihng stuck in the net.

     The Investigator clearly does not share Hugo's enthusiasm.  The
     Detective offers the Investigator an age enhanced photograph,
     computer-generated from the last existing photo of VINCENT as
     a 20-year-old.

                           DETECTIVE HUGO
              This is the age enhancement we're working with.

     The Investigator ignores the photo, preferring instead to trust
     his own eye as he wanders along the line of suspects.

                           DETECTIVE HUGO
                      (referring to the line-up)
              As you requested, we've kept the parameters
              wider than usual.

     The MEN they scrutinize are hardly mutants - the differences
     between an IN-VALID and a DAN are subtle at best.  Some shorter,
     some wearing glasses, some with receding hairlines or bald, many
     with no discernable physical difference at all.  The
     Investigator is only halfway down the line before he turns and
     starts walking back to his car.

     The mystified Detective Hugo follows his superior.

                           INVESTIGATOR
              We're in the wrong place.  We're wasting time.

                           DETECTIVE HUGO
              This is the most likely location--

     The Investigator wheels on Hugo, suddenly angry, clearly unused
     to having his judgement questioned.

                           INVESTIGATOR
              --There's that word again.  I have a feeling
              This man doesn't play the odds, Detective.  Not
              exactly a slave to probability.  Is it "likely"
              that a man who has successfully eluded authorities for
              fifteen years--a brutal killer--is going to come
              to us now like a lamb?

                           DETECTIVE HUGO
                      (taken aback by the outburst)
              Is there something more we should know about this
              suspect, Sir?  I mean besides what's on his sheet.

                           INVESTIGATOR
              Since going underground, traces of this In-Valid
              have shown up at the scene of four serious
              felonies.  Do you need any more than that?

                           DETECTIVE HUGO
              With respect, Sir, many perfectly innocent
              citizens have left specimens at as many crime
              scenes.  Maybe he's just unlucky.

                           INVESTIGATOR
              I don't like anybody this unlucky.
                      (pause)
              Widen the sweep.  The West side.  Draw a five mile
              radius around Gattaca.  Hoover some of the classier
              establishments.  Random car stops.

                           DETECTIVE HUGO
              We're already getting complaints about
              frivolous search.

                           INVESTIGATOR
              This is a murder investigation.  The public
              should be happy to co-operate, to get this
              disease off the streets.


     INT.  CONCERT HALL.  NIGHT.

     A standing ovation.  The YOUNG PIANIST on the stage bows deeply,
     soaking up the applause of the AUDIENCE.  The pianist tosses one
     of his white gloves into the front row where it is caught by an
     adoring FAN.  The second glove he tosses up to the box where
     JEROME and IRENE are standing.  Jerome snares the glove out of
     the air and immediately hands it to Irene.  She promptly slips
     the glove on her own hand.

     The glove fits snugly over her five fingers.  However one finger
     of the glove remains unfilled.  Jerome is stunned to realize
     that it is a six-fingered glove.

                           IRENE
                      (catching his look of astonishment)
              You didn't know?

                           JEROME
                      (trying hard to convince)
              Yes...yes...

                           IRENE
                      (picking up a resentment, confused)
              You're angry--

                           JEROME
              Why would I be angry?  It was beautiful.

     He quickly turns away to lead the applause.  On stage, the
     pianist raises his hands to acknowledge the crowd.  Both his
     hands contain a perfectly formed extra finger.


     INT.  IN-VALID HOUSING PROJECT - PROSTITUTE'S BOUDOIR.  NIGHT.

     From an upstairs window we observe the INVESTIGATOR's car
     cruise slowly back into the squalid housing project.  A MAN is
     buckling his pants at the window.

                           JOHN
              Shit!  One of those Hoovers is back.

     A prostitute, VALERIE, a slender, sylphlike beauty, joins him at
     the window.

                           VALERIE
              It's alright.  He's here to see me.

     Her client looks at her askance.  Despite her assurances, he
     hurries into his clothes anyway.

                           VALERIE
                      (to an unseen woman in the next room)
              Sonja, I can't see anyone else tonight.


     INT.  IN-VALID HOUSING PROJECT - PROSTITUTE'S BOUDOIR.  NIGHT.

     The INVESTIGATOR, sits up in the bed, glass in his hand.
     VALERIE lies on the tangled sheets, naked, making no effort to
     cover herself.  She regards the Investigator curiously.

                           VALERIE
              I don't understand you, Investigator.

     The Investigator glances idly in her direction.

                           VALERIE
                      (teasing good-naturedly)
              You hunt us by day and fuck us by night.  Do
              you only get it up for In-valids?

     The Investigator smiles and rejoins her on the bed.

                           VALERIE
              Wouldn't you be happier with one of your
              made-to-order whores?

                           INVESTIGATOR
                      (gently stroking her hair)
              You are so beautiful, are you sure you weren't
              altered?  This is not the face, the body, of
              a Godchild.  How could something so lovely
              be a product of chance?

                           VALERIE
              Is that what keeps you coming back?
                      (meeting his gaze)
              Look at you.  Such angry, beautiful, perfect eyes.
              Do you ever wonder what they would see if they
              weren't quite so perfect?  They will never see
              what I see.

     The Investigator tries to laugh off her assertion but his
     tight-lipped smile betrays his displeasure.

                           INVESTIGATOR
                      (a cruel edge to his voice)
              You have so much wrong with you, you'll
              be lucky to see next year.

     He roughly forces himself on top of her but she remains defiant.

                           VALERIE
              Are you so much more alive, Investigator?

                           INVESTIGATOR
                      (parting her legs)
              I'm not paying you to talk.


     INT/EXT.  IRENE'S CAR.  NIGHT.

     IRENE drives, JEROME at her side.  Cars are being flagged down
     by uniformed POLICE OFFICERS.  Irene slows down behind the car
     in front.  Spying an OFFICER shine a flashlight in the eyes of
     the MALE DRIVER up ahead, Jerome wipes the contact lenses from
     his eyes and flicks them out of the passenger window when Irene
     is not looking.

     An OFFICER approaches Jerome and, without a word, opens an
     electronic testing kit worn on his hip.  He removes a sterilized
     Q-tip and motions for Jerome to open his mouth so he can scrape
     a culture.  Jerome waves his hand in front of his mouth,
     feigning embarrassment.

                           JEROME
                      (conspiratorial)
              Better not.
                      (nodding in Irene's direction)
              Don't want to give you a contaminated
              specimen...if you get my meaning.

     IRENE plays along, shrugging coyly at the cop.

     We see an EXTREME CLOSE UP of Jerome's hand as he furtively
     retrieves a hair follicle attached to his shirt cuff.  With the
     hair already in his fingers, he pretends to pluck a hair from
     his head, faking a wince at the appropriate moment.

     The cop, wearing transparent latex gloves, takes the follicle
     and places it in a receptacle in his kit.  After a short moment
     the hair confirms JEROME's driving ID which appears on the kit's
     electronic screen.  As the cop departs, Irene looks
     questioningly at Jerome.

                           JEROME
              Thanks.
                      (answering her unasked question)
              You never know where those swabs have been.

     Irene nods, however clearly not convinced.  She shakes the doubt
     from her mind.

                           IRENE
              I want to show you something.

     She accelerates away.  We see the road ahead from Jerome's POV.
     Without his contact lenses, it is a blur.


     INT.  MICHAEL'S CLUB.  NIGHT.

     After closing time, suited DETECTIVES vacuum the club in which
     Jerome and Eugene dined the previous evening.  MICHAEL, the
     owner, looks on disdainfully.  Waiting in the background, the
     regular CLEANERS - most likely In-valids themselves - smirk to
     each other, enjoying watching the cops do their work for them.


     EXT.  OCEAN HIGHWAY.  NIGHT.

     With no place to turn the car around, IRENE parks on the cliff
     side of the six-lane highway.  In the darkness she dashes from
     the car and, without a second thought, runs directly out into
     the heavy commuter traffic.  Easily negotiating the on-coming
     cars, she emerges safely on the other side of the highway.

     JEROME, rounding the car from the passenger side, is about to
     follow, when he suddenly pulls up sharply at the curb.  We focus
     on his eyes, deprived of the benefit of their contact lenses.
     From Jerome's POV, we see that the headlights rushing towards
     him are nothing but a series of fast-moving blurs - blurs that
     merge together.  He is unable to distinguish between the
     vehicles or judge their distance.

                           IRENE
                      (calling back urgently from the
                      other side, mindful of the light
                      beginning to leak into the sky)
              Come on!  We'll miss it!

     Irene stares expectantly back at Jerome with her 20/20 vision,
     unaware of his predicament.  Jerome puts a foot off the curb at
     the wrong moment and is almost collected by an on-coming car.
     Irene is taken-aback at his mistiming.  Does she detect a squint
     on Jerome's face?  To Jerome, the figure of Irene on the other
     side of the highway is merely a featureless shape but he feels
     her expectation.  He touches the spectacles, still in his
     pocket, but they are an unthinkable option.

     He shakes the idea from his head and turns back to the swiftly-
     flowing highway.  He makes up his mind - he cannot allow himself
     to be shamed, even at the risk of life and limb.  Hardly even
     glancing at the traffic, he suddenly bolts blindly across the
     road.  Headlights hurtling towards him, cars fortuitously
     brushing past his heels, horns blaring.  Jerome makes a final
     leap to the haven of the far curb, the rush of air from a large,
     fast-moving truck blowing him the final inches to the sidewalk.

     Irene is stunned by the near miss.  She is about to comment but
     Jerome takes her by the arm and ushers her towards the dunes.

                           JEROME
              Come on.  We'll miss it.


     EXT.  BEACH.  DAWN.

     JEROME and IRENE huddle beneath an overcoat as the sun crests
     the horizon, staining the sky with an ochre blush.

                           IRENE
              What did I tell you?

     Jerome nods.  However, to his eyes the rising yolk is nothing
     but an out-of-focus, abstract ink blot.

                           IRENE
              I envy you, Jerome.

                           JEROME
              You'll be next.

                           IRENE
              I don't think so.  The only trip I'll make
              in space is around the sun--
                      (letting a handful of sand
                      slip through her fingers)
              --on this satellite right here.

     Irene turns to Jerome.

                           IRENE
                      (blurting out what's really on her mind)
              --Listen, I don't want to waste your time
              and I really don't want you to waste mine.
              I don't know what you're after but I have
              a feeling I'm not it.

     Irene suddenly takes Jerome's hand and puts it up her
     sweater, onto her breast.  Although taken aback, Jerome makes
     no effort to withdraw his hand.

                           IRENE
                      (enjoying his unease)
              It's here.  My heart.
                      (adding quickly)
              I'm careful--weekly check-ups.  I'm on a
              drug maintenance program, blood thinners,
              diet--
                      (slowly removing his hand)
              I just want you to know what you'd be getting
              yourself into.

                           JEROME
              What exactly is wrong?

                           IRENE
              Nothing yet.  I'll start experiencing
              symptoms in my late-fifties.
                      (matter-of-fact)
              But unless they come up with something between
              now and then, I won't live much past 67.

     Jerome's mouth drops a little, betraying his surprise at the
     statement from a woman plainly still in her twenties.

                           IRENE
              Of course I think about it every day.

                           JEROME
                      (still not quite recovered from his surprise)
              Of course.


     INT.  POOL.  MORNING.

     The INVESTIGATOR swims his race with the unseen opponent.  The
     Investigator's ASSISTANT, carrying a phone, tries to attract his
     attention.


     EXT.  JEROME'S POOL.  MORNING.

     JEROME sits at his own poolside in his robe, feet dangling over
     the edge, smoking a cigarette.  EUGENE, from his wheelchair, is
     applying bleach to Jerome's hair and eyebrows with gloved
     hands.

     At the same time, Jerome plays a sleight-of-hand game with a
     syringe.

                           EUGENE
              How was your evening?

                           JEROME
              Complicated.  I couldn't stop her apologizing.

                           EUGENE
                      (teasing)
              You are a catch.  No doubt she's worried that
              she would lower the standard of your offspring.
              Everybody wants to "breed up".
                      (idly curious)
              What's wrong with her?

                           JEROME
                      (trying to be blasÈ)
              You know how it is with these altered births
              --somebody told her she's not going to live
              forever and she's been preparing to die ever
              since.

                           EUGENE
              You're not thinking of telling her, are you?

                           JEROME
              Of course not.  But she's have to know eventually.

                           EUGENE
                      (adamant)
              She doesn't have to know.  She doesn't want to know.

     The camera travels down Jerome's scarred legs to find that the
     pool is completely drained.  We now realize that it never
     contained water.


     A BARREN WASTELAND.

     A desolate landscape, resembling the surface of the planet Mars.
     We pull back to find that we are peering at this forbidding
     desert through a circular aperture.


     INT.  CRIME LAB.  DAY.

     The INVESTIGATOR lifts his head from the eyepiece of an
     electron microscope through which he has been examining a tiny
     fragment of skin - the skin is identified as belonging to 20-
     YEAR-OLD VINCENT.  DETECTIVE HUGO stands at the Investigator's
     side - his attitude more respectful in light of the discovery.

     Detective Hugo points out a location on a computer-generated
     map.

                           DETECTIVE HUGO
                      (chagrined)
              The skin flake was found in Michael's Restaurant.
              The employees are all accounted for.

                           INVESTIGATOR
              A customer?  Does this Michael's cater to misfits?

                           DETECTIVE HUGO
                      (shifting the view of the map
                      to include the Gattaca complex)
              No.  But one or two "borrowed ladders" have
              shown up there in the past.

     The Investigator understands the significance.  They wander over
     to a blow-up photograph of the 20-YEAR-OLD VINCENT.

                           DETECTIVE HUGO
              We have to consider the possibility that he's
              playing somebody else's hand.

     A smile gradually broadens across the Investigator's face.

                           INVESTIGATOR
                      (taking a perverse pleasure in the
                      slowly dawning revelation)
              Of course.  He's a "de-gene-erate".
                      (glancing to a photo of the
                      Gattaca crime scene)
              He works at Gattaca.  Why else would we find
              the eyelash near the washroom?  Nobody stops to
              take a leak during a murder.

                           DETECTIVE HUGO
                      (quickly covering himself)
              It's still possible the eyelash specimen came
              from a janitor, delivery man--it could have blown
              in through an open window.

     The Investigator appears not to be listening, his mind made up.

                           INVESTIGATOR
                      (mind racing)
              He was afraid of being exposed.  That's why he did it.

                           DETECTIVE HUGO
                      (puzzled)
              It is hard to believe he could be one of
              their elite workers.  You've seen their
              security system.  They know who works there.
                      (referring to 20-year-old Vincent's profile)
              Even if you ignore the man's expiration date,
              his profile suggests that he doesn't have the
              mathematical propensity let alone the stamina
              to pass their physicals.

                           INVESTIGATOR
              Don't underestimate these imposters.

                           DETECTIVE HUGO
                      (skeptical, referring to a file of
                      Gattaca employee ID photos)
              None of the ID photos match the enhancement.

                           INVESTIGATOR
                      (smiling to himself)
              A man can change his face--but blood is forever.
              Sample every employee within the parameters I gave you.
                      (pause)
              Intravenous.

     Hugo's mouth drops open at the mention of "intravenous".

                           DETECTIVE HUGO
                      (immediately protesting)
              You know their workforce.  Two-thirds at
              least fall into the category.  We'll be
              closing down their operation for days.
                      (seeking a compromise)
              At least go with a fingertip sample or urine.

                           INVESTIGATOR
                      (shaking his head)
              Blood.  From the vein.

     The Investigator turns on his heel to prevent further protest.
     The Detective and his ASSISTANTS exchange looks of exasperation
     behind the Investigator's back.


     INT.  GATTACA.  DAY.

     JEROME, drinking water, stands in front of a large video
     bulletin board.  Among other things, it displays the electronic
     mugshot of 20-YEAR-OLD VINCENT alongside the recent computer
     generated age enhancement of his face.

     Some distance away, CAESAR, the elderly janitor, discusses the
     mugshots with a YOUNGER JANITOR.

                           CAESAR
              Look like anybody to you?

                           YOUNGER JANITOR
              Not to me.

                           CAESAR
              Ugly sonofabitch though, isn't he?

     Jerome half-smiles, realizing that the conversation is for his
     benefit.  Having made it clear that they do not intend to expose
     their former colleague, the two janitors continue their rounds.

     Jerome crushes his paper cup.  Forgetting himself, he
     drops the cup into the wastebasket.


     INT.  CRAFT.  DAY.

     JEROME familiarizes himself with the interior of a spacecraft
     under the supervision of DIRECTOR JOSEF and the MISSION
     COMMANDER.  The screen that Jerome sits at is identical to the
     one he operates in the computer complex - displaying asteroid
     951 Gaspra.

                           DIRECTOR JOSEF
              --Somewhere in the dust of Gaspra is the key.
                      (warming to his theme)
              Back to the beginning of the book--the life we
              became.  With the original building blocks who
              knows how far we can take "the godding".

                           MISSION COMMANDER
                      (wry smile)
              Even someone as advanced as Jerome will be
              last year's model by the time we're done.

                           JEROME
                      (smiling back)
              I wouldn't get your hopes up, Commander.

     Irene enters the craft.

                           IRENE
              Excuse me, Mr Morrow.  The investigators have
              begun their testing.

                           DETECTIVE JOSEF
              This is so inconvenient, Irene.  They can
              make an exception for Jerome.

                           IRENE
              I'm afraid not.

                           DIRECTOR JOSEF
              I apologize, Jerome.

                           JEROME
              It's not yor fault, Director.
                      (afterthought)
              If your predecessor were still around
              we may not be going to Gaspra at all.
              That's what I would call inconvenient.

     Jerome exits the craft with Irene.


     INT.  GATTACA CORPORATION - CORRIDOR.  DAY.

     A line of MALE GATTACA EMPLOYEES snakes out the door and down
     the corridor.  The INVESTIGATOR walks slowly down the line,
     trying to eyeball his suspect.  Concentrating on the shorter,
     dark-haired men in the line, he looks straight past JEROME.
     However, as the Investigator ignores him and walks by, we see a
     haunted look in Jerome's eyes.


     INT.  GATTACA - TESTING LAB.  DAY.

     Every available TECHNICIAN is working to accommodate the testing
     of the thousand or so PROGRAMMERS.  Twelve testing stations
     operate simultaneously.  A HOMICIDE DETECTIVE supervises each
     station.  JEROME reaches the head of the line.  He notes an
     exiting COLLEAGUE holding a cotton ball to his arm.

     A NURSE directs Jerome to LAMAR's testing station.  Lamar
     deposits the previous patient's labeled vial into a blood
     carousel under the watchful eye of a large DETECTIVE, clearly
     not relishing his assignment.  Jerome rolls up his sleeve.

                           JEROME
                      (referring to the table lined with syringes)
              What's with the plungers, Lamar?  What are
              you doing, opening a blood bank?

     The syringes are clearly not Lamar's idea.

                           LAMAR
                      (sarcastic)
              The gentlemen of law enforcement are concerned that
              my testing methods may have been compromised.

     Lamar inserts a fresh syringe into Jerome's arm.  As Lamar draws
     the blood, Jerome suddenly flinches and flexes his arm
     violently, causing the needle to bend and buckle, exiting the
     skin from a second puncture point.

                           JEROME
              Damn!!

     Having pulled away from Lamar's grasp, Jerome withdraws the bent
     needle himself, blood still squirting from his vein.

                           LAMAR
                      (grabbing a nearby wad of gauze)
              Jesus--I'm sorry, Jerome.

     The large Homicide Detective winces and turns away from the red
     arcing spray, a splash of blood spattering his shoes.  In the
     midst of the commotion, with his practised sleight-of-hand,
     Jerome removes the vial from the syringe and replaces it with
     another concealed vial.

                           JEROME
                      (unfazed, putting Lamar at his ease)
              You must be out of practise, Lamar.

     Lamar hurriedly takes the syringe from Jerome.

                           LAMAR
                      (examining and removing the
                      switched vial from the bent syringe)
              I've got enough here.

                           JEROME
                      (regarding the squimish detective,
                      as he holds the gauze to his arm)
              Need any more, you can always get it off his shoes.

     The Detective notices the spatter of blood across his brogues
     and, with a look of disdain, wipes it clean.  He tosses the
     incriminating tissue down a hygenically sealed garbage shoot.

     Lamar places Jerome's labelled vial in the carousel where it is
     immediately analyzed by the computer.  Jerome's "legitimate"
     Employee ID code appears on the screen - "VALID".  Another
     EMPLOYEE enters the testing lab.


     INT.  GATTACA.  DAY.

     JEROME exits the testing lab with the gauze held to his arm.
     IRENE is standing outside the door.

                           IRENE
              So you didn't do it after all.

                           JEROME
                      (joking darkly)
              I guess somebody beat me to it.


     INT.  GATTACA - MEZZANINE FLOOR.  LATER IN THE DAY.

     From above, the INVESTIGATOR and HUGO observe the final EMPLOYEE
     exit the testing lab.

     LAMAR, following the employee out of the lab, throws a look of
     vindication to the two cops.

                           DETECTIVE HUGO
              That's the last.

                           INVESTIGATOR
              Something's not right.

                           DETECTIVE HUGO
                      (losing his patience)
              He's not here.  It's a blind alley.

                           INVESTIGATOR
                      (resolute)
              No, we've missed something.  We Hoover again.

                           DETECTIVE HUGO
              We don't have the manpower.

                           INVESTIGATOR
              Get it.  From outside, if you have to.

                           DETECTIVE HUGO
              From what budget?

                           INVESTIGATOR
                      (angered by Hugo's excuses)
              I'll take it out of your damn pension if
              you question my authority one more time!

     The INVESTIGATOR turns his back on his subordinate and idly
     contemplates the nearby telescope.  Hugo resignedly relays the
     news to Director Josef who is standing some distance away.
     Josef's immediate reaction is to march towards the Investigator,
     Hugo trailing behind.  DIRECTOR JOSEF collects himself as he
     notices the Investigator's hand on the telescope.

                           DIRECTOR JOSEF
              Would you care to look--in the telescope?

                           INVESTIGATOR
              Thank you, no.

                           DIRECTOR JOSEF
                      (still referring to the telescope)
              One look through there and you would know why
              I can't possibly allow you to disrupt operations
              any further.

                           INVESTIGATOR
                      (unfazed)
              You're so unconcerned that you have a killer
              in your midst.

                           DIRECTOR JOSEF
              Right now, your presence is creating more of
              a threat.  I don't think you have any concept
              of what we do here--how meticulous our
              preparations must be.  We are about to send
              twelve people through 140 million miles of
              blackness to rendezvous with an object the size
              of a house and the color of coal.  So it's rather
              critical to point them in the right direction.
              And we certainly don't need you looking over our
              shoulders.  Besides, I don't believe there is
              any evidence that the killer is amongst us.  I
              don't see too many other dead bodies littering
              the place.

                           INVESTIGATOR
                      (surveying the mostly empty facility)
              No, but since there aren't too many live ones
              tonight either, you won't mind us conducting one
              further sweep.  If he does not work here, then
              there should be no other trace of him.
                      (to Hugo)
              I think you'd better get some people out of bed,
              Detective.
                      (a thought occurs)
              In the meantime we can re-check his favorite
              haunt.

     Director Josef quietly seethes.

                           INVESTIGATOR
                      (to Josef, referring to the telescope)
              You see, Director, I prefer my microscope.


     INT.  EUGENE'S CONDOMINIUM.  DAY.

     JEROME readies himself for an evening out - a bandage around his
     arm from the needle puncture.  EUGENE wheels himself in.

                           EUGENE
              Where are we going?

                           JEROME
                      (slightly guilty)
              I'm sorry.  I've got plans.

                           EUGENE
                      (feigning hurt)
              Again?

                           JEROME
                      (referring to his bandage)
              She's already got her doubts.  I have to act
              like nothing's wrong.

                           EUGENE
              I'm sure you'll be very convincing.

     Jerome ignores the remark.

                           EUGENE
              Where are you taking her?

                           JEROME
              Michael's.

     Eugene looks at him askance.

                           JEROME
              Everybody goes there.

                           EUGENE
                      (incredulous, glancing around the room)
              You may as well invite her here.

                           JEROME
                      (afterthought as he picks up his jacket)
              Will you be okay?

                           EUGENE
              Don't worry about your little pin cushion.
              To be honest, I'm looking forward to having
              the place to myself.

                           JEROME
                      (seeing through the bravado)
              We'll still be able to talk when I'm away.
              The conversation will just keep getting longer.

                           EUGENE
              How long?

                           JEROME
              By the time I'm at the Belt, you phone and
              say, "How are you?"  Forty-five minutes
              later I reply, "Not bad.  How are you?"

                           EUGENE
              I guess I'd better have something important
              to say if it takes that long to get an answer.


     INT.  MICHAEL'S CLUB.  NIGHT.

     IRENE and JEROME step off the dance floor of the smoky, decadent
     dinner club and take a seat at their table.  Irene is agog at
     the strange assortment of PATRONS, the cigars, the laden dessert
     trolleys.  It is all slightly off from the pristine world she is
     accustomed to.

                           IRENE
              What is this place?

                           JEROME
                      (wry smile, enjoying her fascination)
              You've never been here?
                      (a dessert trolley is wheeled up)
              Let me order for you.

     Jerome selects a chocolate torte from the trolley.  Jerome
     savors a spoonful.  Irene is tempted but then remembers herself.

                           IRENE
              I'd better not.

     She reaches for her elegant pill box.  Jerome takes another
     spoonful.

                           JEROME
              So sure of what you can't do.  Do you even
              know what it tastes like, Irene?

     Irene goes to deny it but cannot.

     MICHAEL suddenly approaches the table with a WAITER in tow.
     Irene is about to steal a taste of the dessert with her finger
     when their plates and glasses are whisked away and the table
     immediately hoovered.  Michael whispers in Jerome's ear.

                           MICHAEL
              Take the side door.

     Jerome looks up in time to see DETECTIVE HUGO coming through the
     front entrance with several other DETECTIVES.

                           DETECTIVE
                      (to his colleagues)
              Check for lenses, hairpieces--

     A Detective shines a flashlight in the eyes of a MALE PATRON.
     A SECOND DETECTIVE tugs the hair of a SECOND PATRON.  Jerome
     takes Irene by the hand and escorts her out of the side exit.
     Several other COUPLES make for the parking lot.

                           IRENE
              Why are we leaving?

                           JEROME
                      (attempting to explain the hasty exit)
              Those checks take forever.


     EXT.  MICHAEL'S CLUB - SIDE ALLEY.  NIGHT.

     Spilling out of the exit, JEROME and IRENE find a burly
     plain clothes DETECTIVE barring their way.  Before the Detective
     can say a word, Jerome has wrapped his fist in his jacket sleeve
     and smashed him in the face.  He continues to beat the Detective
     until he lies motionless on the ground.

                           IRENE
                      (stunned)
              Jerome!

     Spying other Detectives some distance away in the parking lot.
     Jerome leads Irene out of a hidden side gate.

                           IRENE
              What about the car?

                           JEROME
                      (grabbing her by the hand)
              Let's walk.

                           IRENE
              Who are they?

                           JEROME
                      (holding his bruised knuckles)
              It's not safe.  I shouldn't have brought you here.

     Jerome drags Irene across a vast, desolate lot, lit only by
     moonlight.  Feeling exposed, he breaks into a run.

                           IRENE
              I can't.

                           JEROME
                      (anxious)
              Come on.

                           IRENE
              My medication.  I left it back there.

                           JEROME
              We'll get it later.
                      (forcing her to look him in the eye)
              Irene, please.

     Irene realizes his seriousness.  She begins to run with him.
     The clearing is wider than Jerome anticipated.  They are only
     halfway across - extremely vulnerable if the Detective think yo
     look in their direction.


     INT.  MICHAEL'S.  NIGHT.

     The INVESTIGATOR is grilling MICHAEL, the club's owner.  The
     investigator suspiciously regards the multitude of mini-vacs in
     the kitchen and the incinerator burning the refuse.

                           INVESTIGATOR
                      (an accusing tone)
              You run a clean establishment.

                           MICHAEL
              Are you a health inspector?

                           INVESTIGATOR
                      (showing Vincent's mugshot)
              Do you recognize this man?

                           MICHAEL
              My eyes aren't so good.

                           INVESTIGATOR
              I bet.

     Hugo calls out from the side door where he has discovered
     his fallen colleague.

                           HUGO
              Sir.

     The Investigator hurries to him.

                           INVESTIGATOR
                      (to the still dazed Detective,
                      examining his injuries)
              Did he hit you with his fist?

                           DETECTIVE
                      (head in his hands)
              More like a hammer.

                           INVESTIGATOR
                      (reprimanding the beaten Detective)
              Don't touch your face.  Don't swallow.
              Don't spit.
                      (to Hugo)
              Quick, clean his teeth.

     Hugo uses a flashlight and a small dental-like implement to try
     to pick skin from Jerome's knuckles from between the Detective's
     teeth.  The Investigator finds the hidden side door.


     EXT.  DESOLATE LOT.  NIGHT.

     JEROME and IRENE continue to sprint across the enormous vacant
     lot in the moonlight, splashing through deposits of mud and
     water.  Just as the gate opens in the distance, Jerome hurls
     Irene into the safety of the undergrowth on the other side.
     Irene, out of breath, desperately feels for her pulse.

                           IRENE
                      (upset, a strangled protest)
              Are you trying to kill me?  Are you?!
              Don't you understand, I can't do that!

     Jerome tenderly removes Irene's hand from her pulse.

                           JEROME
              You just did.

     Irene looks back across the vast clearing they have just
     negotiated, realizing what she has just done.

     From across the other side of the clearing comes an echoing
     cry from the center FIGURE.

                           INVESTIGATOR (OC)
              Vincent!  Vincent!


     EXT.  MICHAEL'S.  NIGHT.

     The INVESTIGATOR is about to cry out Vincent's name once again
     when he realizes DETECTIVE HUGO and the other DETECTIVES are
     watching him, askance.

                           INVESTIGATOR
                      (to Hugo, covering his frustration)
              What are you waiting for?

                           DETECTIVE HUGO
              Where do we start?

                           INVESTIGATOR
              We'll vacuum these streets if we have to.

                           DETECTIVE
                      (handing the Investigator Irene's pill box)
              We caught them trying to flush these, Sir.

     The Investigator carefully examines the heart pills.


     EXT.  IRENE'S APARTMENT.  NIGHT.

     JEROME walks IRENE to the steps of her apartment.  Jerome thinks
     about departing but Irene takes him gently by the hand.

                           IRENE
              So sure of what you can't do.

     Jerome follows her inside.


     INT.  IRENE'S BEDROOM.  NIGHT.

     JEROME and IRENE climb a staircase to her bedroom.  Without
     another word they begin to make love.

     LATER THAT NIGHT, JEROME cannot sleep.  He rises quietly so as
     not to disturb IRENE.  He silently opens the double-windows of
     the upstairs bedroom.  He carefully gathers his pillow from the
     bed and shakes it out of the window.

     Slowly Jerome turns to gaze at the wood floor.  In the moonlight
     we see an EXTREME CLOSE UP of a single hair lying on the
     floorboards.  Jerome bends and picks up the hair, trying to
     identify it in the dim light.  On his hands and knees he tries
     to clean the floor with a towel.  Irene turns over in the
     bed.  Jerome freezes but she continues to sleep.  He realizes he
     may be spreading even more of his skin and hair over the floor.
     Overcome with frustration and the enormity of his task, he
     begins to quietly weep.


     EXT.  A FIELD.  DAWN.

     A light shroud of mist hangs over the trees that encircle a
     grassy clearing beyond Irene's building.  Something lies in the
     center of the clearing.

     We jump-cut to an EXTREME CLOSE UP of two or three blades of
     grass.  Bristles rain down on the blades.  Withotu access to his
     incinerator, the crouched, naked figure of JEROME disposes of
     his whiskers, skin and hair in an open field.  His clothes sit
     in a neat pile at his side.  He pours glycolic acid over his
     body and scrubs at his back, feet and hands with a brush.  There
     is a haunted, tortured look in his eyes as he tries desperately
     to rid himself of himself.


     INT.  POOL.  MORNING.

     The INVESTIGATOR swims obsessively in his aquatic treadmill.


     INT.  IRENE'S APARTMENT.  LATER THAT MORNING.

     Back in the bedroom, JEROME, partially dressed, holds IRENE
     in bed.  She softly touches the scars on his shins.

                           IRENE
                      (referring to the shins)
              What happened?

                           JEROME
              You remember the '99 Chrysler LeBaron?
              It's the exact height of the front fender.
                      (shrugs)
              Looked right instead of left.

                           IRENE
                      (comforted by the thought)
              So you're not so smart after all.
                      (awkward about raising the subject)
              I want you to know--if it ever came to it--
              I'd be willing to get an ovum from the Egg
              Bank.  In fact, I'd rather use a donor egg--
                      (quickly covering herself again)
              --if it came to it.

                           JEROME
              But "if it came to it" then it couldn't have your--
                      (searching for an appropriate body part)
              --nose.
                      (stroking her face)
              How perfect does your child have to be?

                           IRENE
                      (mildly irritated by what she
                      perceives as his mocking)
              You hypocrite.  Do you think for one moment
              you'd be doing what you're doing if it wasn't
              for who you are--what you are?  Don't you get
              any satisfaction knowing that your children
              will be able to live to a ripe old age unless
              they do something foolish?

                           JEROME
              That's precisely what scaresme--that they
              won't do anything foolish or courageous or
              anything--worth a Goddamn.

     Irene is taken aback by Jerome's passion, regarding him in a new
     light.


     INT.  EUGENE'S CONDOMINIUM.  MORNING.

     EUGENE urinates into a large plastic container while drinking
     bottled water at the same time.  He already has several other
     containers of urine on the table beside him.


     INT.  GATTACA.  MORNING.

     The INVESTIGATOR and DETECTIVE HUGO keep a wary eye on the
     outfitted DETECTIVES re-vacuuming the empty computer complex
     with their mini-vacs.

                           HUGO
                      (reading newspaper)
              My wife and I--we're thinking of starting a family.

                           INVESTIGATOR
                      (shrugs, ambivalent)
              Why not?

                           HUGO
              These new personality corrections I've been
              reading about.

                           INVESTIGATOR
              You worried about the cost?

                           HUGO
              Not that.

                           INVESTIGATOR
                      (regarding Hugo with a condescending smile)
              They said the same thing about myopia and
              obesity.  You think your children would be
              less human if they were less violent, angry,
              spiteful?  Maybe they'd be more human.  From
              where I sit the world could stand a little
              improving.

     We dwell on one DETECTIVE in particular, snatching a garbage
     bag from CAESAR, the janitor.

                           DETECTIVE
              Don't touch that.  It's evidence.

     He puts a pile of discarded paper cups aside for later testing.


     INT.  GATTACA CORPORATION.  LATER THAT MORNING.

     In the vast, empty Gattaca complex the INVESTIGATOR inspects a
     specimen bag containing Jerome's paper cup with DIRECTOR JOSEF
     and DETECTIVE HUGO.

                           DETECTIVE HUGO
              Positive saliva match.  The cup was
              definitely used since the original sweep.

                           INVESTIGATOR
              So we have two choices.  Either our suspect
              came back to the murder scene for a drink of
              water and I don't know anybody that thirsty or...
                      (looking out over the empty complex)
              ...he is here.
                      (resolute)
              We test again.  You're right, Hugo, this was a
              desperate act.  Someone had a lot to lose that
              night--perhaps their place in line.
                      (to Director Josef)
              I'd like the profiles of everyone with an
              upcoming mission.

                           DIRECTOR JOSEF
                      (nervous)
              Twelve have a mission within the week.

                           INVESTIGATOR
              This time I will supervise each test personally.


     INT/EXT.  GATTACA.  MORNING.

     JEROME and IRENE walk towards the entrance to Gattaca.  Spying
     the Homicide Investigation trucks parked at the rear of the
     building and the silhouette of the INVESTIGATOR in the doorway,
     Jerome pulls up sharply.  Irene notices his unease.

                           IRENE
              What is it?

                           JEROME
              I forgot something--something at home.
              I'll see you later.

     Jerome kisses her.  Irene, also aware of the trucks,
     interrogates Jerome with her eyes.

                           IRENE
              I'll miss you.

     Jerome is still focussed on the entranceway.

                           IRENE
                      (looking skywards)
              --when you go away.

                           JEROME
              We could go together one day.

     Irene considers the idea.  She enters Gattaca alone.


     INT.  GATTACA AEROSPACE CORPORATION - COMPUTER COMPLEX.  DAY.

     IRENE prepares a stack of ID photos of CREW MEMBERS for the
     INVESTIGATOR.  She closely inspects the doctored photo of
     JEROME, hesitating before adding it to the file.

     The camera dwells on JEROME's vacant work station.  The
     INVESTIGATOR curiously regards the empty chair.  He is
     accompanied by DETECTIVE HUGO, DIRECTOR JOSEF and IRENE.

                           DETECTIVE HUGO
              He's the only absentee.

                           DIRECTOR JOSEF
              A little nausea.  Quite common.

                           INVESTIGATOR
              At least it's nothing contagious.

                           DIRECTOR JOSEF
                      (unduly agitated)
              I will not permit any further testing on the
              eve of a mission.  We're already counting
              backwards.

     The INVESTIGATOR ignores Josef and takes a pocket knife from his
     jacket.  He prises out the "ESC" key from Jerome's keyboard,
     places the key in a specimen bag and deposits it in his jacket.

                           IRENE
                      (picking up a phone)
              I'll call and let him know.

     The Investigator gently but firmly removes the phone from
     Irene's hand and replaces the receiver in the cradle.

                           INVESTIGATOR
              Let's not spoil the surprise.
                      (to Irene)
              I understand you can show us the way.

     The anxious Director Josef calls out to protest one further
     time but the Investigator is on his way out of the door.


     EXT.  STREET OUTSIDE GATTACA.  DAY.

     Outside the entrance to Gattaca, trying to hail a taxi, JEROME
     is startled to see a car carrying the INVESTIGATOR, DETECTIVE
     HUGO and IRENE roar out of the driveway.  JEROME calls on his
     portable wristphone.


     INT.  EUGENE'S CONDOMINIUM.  DAY.

     EUGENE, at his window, filling sachets as usual, hesitates
     before answering the phone.

                           EUGENE
              Hello?

                           JEROME (OC)
              How would you like to be yourself for the day?

                           EUGENE
                      (nonchalant)
              I was never very good at it, remember?


     INT.  EUGENE'S CONDOMINIUM / HALLWAY.  DAY.

     With a look of resolve, EUGENE hangs up the phone.

     He wheels his chair up to the sweeping staircase and regards the
     first of many dozen steps.  The daunting staircase spirals away
     above him.


     INT.  INVESTIGATOR'S CAR.  DAY.

     HUGO drives.  The INVESTIGATOR looks to IRENE in the rear seat.

                           INVESTIGATOR
                      (taunting)
              You don't know who he is, do you, Irene?

     He hands her the pill box found in Michael's.

                           INVESTIGATOR
              You think you have problems?


     INT.  EUGENE'S CONDO/JEROME'S CONDO.  DAY.

     Having wheeled his chair out of sight, EUGENE eases himself out
     of his wheelchair and onto the floor.  Using his elbows,
     commando-style, dragging his lifeless legs behind him, he
     proceeds to crawl across the floor and up the first step of the
     long spiral staircase.  We observe his agonizingly slow progress
     up a staircase that, from Eugene's point of view, appears to
     have doubled in length.


     EXT.  CONDOMINIUM COMPLEX.  DAY.

     The INVESTIGATOR and DETECTIVE HUGO emerge from their car with
     IRENE in tow.  They take in the impressive complex - the
     Investigator gets a glimpse of the empty pool.  They approach
     the intercom at the entrance.


     INT.  JEROME'S CONDOMINIUM.  DAY.

     EUGENE, bathed in sweat, finally crests the landing of the
     staircase.  No respite.  As he drags himself across the floor
     the internal phone rings.  He frantically stretches up and
     knocks the phone off its hook so he can talk from his prone
     position on the floor.


     INT.  CONDOMINIUM - LOBBY.  DAY.

     IRENE is on the phone, closely watched by the INVESTIGATOR and
     DETECTIVE HUGO.

                           EUGENE (OC)
                      (through intercom, no trace of his distress)
              Hello.

                           IRENE
                      (a moment's hesitation)
              Jerome--?

                           EUGENE
              Hello, sweatheart.  Come on up.


     INT.  JEROME'S CONDOMINIUM.  DAY.

     With no mean effort, EUGENE finally manages to replace the phone
     on its cradle.  He desperately crawls up onto the sofa.
     However, spying the upright vacuum cleaner in the open closet,
     he is forced to crawl there and remove the vacuum bag.  He
     frantically crawls back towards the sofa and stuffs the bag
     behind a cushion.


     INT.  JEROME'S CONDOMINIUM.  DAY.

     IRENE enters the door deliberately left ajar, closely followed
     by the INVESTIGATOR and DETECTIVE HUGO.  EUGENE is propped up on
     the sofa, TV remote control placed in his useless hand to cover
     his paralysis.  He has a stainless steel bowl next to him and
     has crossed his lifeless legs for a more natural effect.  Eugene
     calmy motions the confused Irene towards him.

                           EUGENE
              Where's my kiss?

     The Investigator scrutinizes Irene's reaction.  With only the
     merest hesitation she takes her cue from Eugene and kisses
     him affectionately on the forehead.  She perches herself on the
     arm of the sofa.  Eugene takes the opportunity to rest his
     arm on her leg.

                           IRENE
              Good to see you're feeling better.

                           EUGENE
              Now you're here.  Who are your "friends"?

                           IRENE
              It's about the Director.

                           EUGENE
                      (feigning boredom)
              Again?

     The Investigator slowly circles Eugene, regarding him with the
     utmost scrutiny.  He compares his face to the doctored Gattaca
     ID photo - a passable likeness.  Eugene bends towards the bowl
     and dry retches.

                           EUGENE
              Forgive me for not getting up.

     Irene puts a comforting hand on Eugene's shoulder.

                           IRENE
                      (to the Investigator)
              Couldn't we do this another time?

                           INVESTIGATOR
              I don't believe so.

     Detective Hugo takes a seat in the chair beside the sofa and
     unpacks a syringe from the kit he carries.

                           DETECTIVE HUGO
              This won't take a moment.

     Detective Hugo swabs Eugene's inner arm.  All eyes are trained
     on the tip of the needle as it punctures the vein.

                           EUGENE
                      (reassuring to Irene, referring to
                      the blood flowing into the syringe)
              It's okay.  Maybe they can find out what I've got.

     Under the Investigator's watchful eye, Detective Hugo withdraws
     the syringe and immediately inserts a small amount of the blood
     into the portable analyzer he wears.  Naturally, it confirms
     that Eugene is Jerome.

     Irene does her best to conceal her shock.  Hiding his
     frustration, the Investigator distractedly tours the room while
     Hugo packs up his gear.  The Investigator idly toys with
     the telescope pointed out of the window.

     Next he wanders towards the closet and reaches for the doorknob.

                           INVESTIGATOR
              Mind if I take a leak?

                           EUGENE
              As long as you don't do it in my closet.
                      (nodding to the other side of the room)
              Over there.


     INT.  JEROME'S CONDOMINIUM - BATHROOM.  DAY.

     The INVESTIGATOR immediately pulls a specimen bag from his
     jacket pocket and closely inspects the stainless steel toilet
     and sink.  They are both spotless.  The shower stall is also
     scrupulously clean.  He flushes the toilet and exits.

     Lost in thought, the INVESTIGATOR approaches the closet again
     and wheels out Jerome's upright vacuum cleaner.  He is
     disappointed a second time to find no vacuum bag inside.  The
     Investigator returns the vacuum cleaner to the closet and
     produces a mini-vac from Detective Hugo's crime bag.

                           INVESTIGATOR
                      (to Eugene, referring to ther mini-vac)
              May I?

                           EUGENE
              Clean the whole house if you want.

                           IRENE
                      (taking Eugene's lead)
              Actually, the kitchen needs doing.

     The Investigator switches on the mini-vac to take a specimen
     from the floor, then promptly kills the machine.  Looking down,
     the Investigator notices the trail of Eugene's perspiration
     on the highly polished floor leading to the spiral staircase.

     Eugene, reading the Investigator's mind, goes to call out but
     the words remain frozen on his tongue.  Hugo follows his
     superior as they start to descend the stairs.  Irene and Eugene
     are left staring at one another.


     INT.  CONDO - STAIRCASE.  DAY.

     JEROME catches the merest glimpse of the INVESTIGATOR and
     DETECTIVE HUGO before he slips behind a doorway in Eugene's
     condominium.

     Jerome anxiously regards Eugene's empty wheelchair sitting
     there.  On the stairs, Hugo's phone rings.

                           DETECTIVE HUGO (OC)
                      (into phone, increasingly encouraged)
              Yes?...Yes...yes...

     The Investigator is already at the foot of the stairs in
     Eugene's condo when the Detective calls to him.

                           DETECTIVE
                      (urgent, to Investigator)
              Come quickly.  We have him.

     The Investigator's eyes light up.  He retraces his steps
     up the staircase after Detective Hugo.


     INT.  JEROME'S CONDOMINIUM.  DAY.

     JEROME, white as a ghost, climbs the stairs, emerging into his
     own condominium.  He embraces the beaming EUGENE, still sitting
     on the sofa.

                           JEROME
                      (numb)
              How are you, Jerome?

                           EUGENE
              Not bad, Jerome.

                           JEROME
              How the hell did you get here.

                           EUGENE
                      (deadpan)
              I could always walk.  I've been faking it.

     Jerome almost laughs, despite the situation.  Only now does he
     notice Irene on the other side of the room, her mind racing.
     She looks at Jerome and Eugene together and runs from the
     apartment.

                           JEROME
                      (calling after her)
              Irene.

     Jerome goes to follow but Eugene stops him.


     INT.  CRIME LABORATORY.  DAY.

     An EXTREME CLOSE UP of dried blood - brittle and cracking - on
     a pair of soiled latex gloves.  A latex head mask, suit of
     clothes and shoe covers are similarly caked.  The INVESTIGATOR
     and DETECTIVE HUGO watch as a white-coated FORENSIC TECHNICIAN
     feeds a minute sample of the dried blood into an analyzer.

     The INVESTIGATOR wanders over to a one-way glass window through
     which he can observe DIRECTOR JOSEF, sitting numb but strangely
     serene in an interrogation room.  The Investigator, in a state
     of shock himself, cannot yet bring himself to believe what is
     plainly obvious.

                           INVESTIGATOR
                      (gazing at the Director, struggling
                      to come to grips with the turn of events)
              This can't be him.

     The Detective regards his superior incredulously, intrigued that
     he could still cling so stubbornly to his theory in the face of
     such overwhelming evidence.

                           DETECTIVE HUGO
                      (intrigued)
              We found his spit in the dead director's eye.
              He's signed a confession--supplied us with the
              suit he wore on the night.  What more do you
              want?

                           INVESTIGATOR
                      (a trace of desperation, grasping at straws)
              Luca could still be an accomplice.

     The Investigator turns away, unwilling or unable to accept the
     explanation.  Hugo regards the Investigator with a trace of
     sympathy.  He furtively retrieves the Investigator's tissue
     from the trash.


     INT.  GATTACA.  DAY.

     JEROME sits in a formal briefing room with the other CREW
     MEMBERS of his mission, receiving their final pre-flight
     instructions.  LAMAR looks on approvingly.

                           MISSION COMMANDER
              --Finally, I'd like to welcome Navigator Morrow
              on his debut mission--if we get lost out there,
              nobody has a map of the heavens in his head like
              Jerome.

     Jerome looks up bashfully.

                           MISSION COMMANDER
                      (adopting a more serious tone)
              I'm gratified that there is no longer a cloud
              hanging over tomorrow's launch.  Now we can put
              this unpleasantness behind us and concentrate
              on the task at hand.  I don't have to tell you how
              important this mission is--the Belt could hold
              the key to the origin of life - why we are what
              we are.
                      (injecting a note of levity)
              I know many of you have been asking that
              question about me for long enough.
                      (referring to a projected photograph
                      of a misshapen asteroid behind his head)
              Gaspra--how could something so ugly hold so
              many beautiful secrets?

     Polite smiles from his colleagues.

                           MISSION COMMANDER
              Enjoy your final evening with your families.
              We'll all be a year older when they see
              us next.  And don't be late tomorrow.  You
              don't want to miss this.

     We focus on Jerome.  He appears to have his head in the heavens
     already.


     INT.  CRIME LAB.  NIGHT.

     The tormented INVESTIGATOR lies on the floor of his lab, staring
     at the ceiling.  he winces in discomfort.  He is lying on
     something.  He rolls over and retrieves the irritation from his
     pocket.  It is the "ESC" computer key he prized from Jerome's
     keyboard.

     He gazes at the key for a moment and then gets to his feet.  He
     resurrects an old fingerprint kit from a cupboard.  Carefully
     removing the key from the specimen bag - marked, "MORROW,
     Jerome" - he begins to dust it for a fingerprint.

     He places the key under a camera.  The enlarged print appears
     on the lefthand side of his computer screen.  The word "MATCH"
     blinks onto the screen.  However the face that appears from the
     computer's databank is not that of "MORROW, Jerome" but
     "LUCA, Vincent".  The Investigator regards the photograph in
     disbelief.

     DETECTIVE HUGO casually enters the lab, something odd in his
     nonchalant demeanor.

                           INVESTIGATOR
                      (excited)
              Hugo!  I've found him!

                           HUGO
              I've found him too.

                           INVESTIGATOR
                      (not listening, referring to his discovery)
              A fingerprint.  There's something to be
              said for nostalgia.
                      (realizing what Hugo has said)
              What did you find?

     Hugo puts a specimen bag on the counter.  It contains the
     Investigator's discarded tissue.  The Investigator does
     not recognize it.

                           DETECTIVE HUGO
              It's not exactly him.

                           INVESTIGATOR
                      (interest piqued)
              Where did you get this?

     The Investigator immediately deposits the tissue into an
     analyzer.

                           DETECTIVE HUGO
                      (referring to the tissue)
              But this man does share some common
              characteristics with your suspect.  Not so
              many but enough.  It appears the eyelash
              has a brother--of a kind.

     The Investigator realizes the significance and looks guiltily
     to Hugo.  Hugo exits the lab, leaving the Investigator to stare
     at his own FACE in his analyzing machine.


     INT.  GATTACA - JANITOR'S LOCKER ROOM.  NIGHT.

     CAESAR, the old janitor, enters the locker room.  He is about to
     wearily open his locker when he senses another presence in the
     room.

     He turns to find JEROME sitting there on a bench.  Although
     clearly delighted, CAESAR tries to disguise his pleasure.

                           CAESAR
              So you've finally seen sense and come back
              to your old job, Vincent.

                           JEROME
              Not yet, I'm afraid.

                           CAESAR
              No?  What's keeping you?

                           JEROME
              I guess I'm a slow learner.

                           CAESAR
              I guess so.
                      (looking up through the
                      small window)
              Well, while you're up there, maybe you could
              tidy the place up a bit.

                           JEROME
              I'll see what I can do.

     The two men embrace, Caesar breaking off before Jerome.

                           CAESAR
              And don't go getting everybody lost out there.
              You'll give us a bad name.  You won't have
              me to keep an eye on you, you know.

                           JEROME
                      (glancing to Caesar's locker)
              By the way, I left some trash in your locker.

                           CAESAR
                      (happy to oblige)
              I'll take care of it.

     Jerome departs.  Caesar watches him go and turns back to his
     locker.  He opens it to find a brand new, high-tech telescope
     sitting inside.

     The old janitor gets over his surprise and beams broadly -
     he looks back in Jerome's direction but he has gone.  The
     old janitor cannot help himself and reverently reaches for the
     telescope's eyepiece.


     INT.  GATTACA - COMPUTER COMPLEX.  NIGHT.

     In the dimly-lit, empty computer complex, JEROME takes a last
     look around.  He sits at his computer, one final time replaying
     the graphic representation of his path through the cosmos that
     he is on the eve of taking for real.

     He notices the key missing from his keyboard.  Instantly
     realizing the significance, he rises from his seat to flee.

                           INVESTIGATOR
              Vincent--

     Jerome is stopped in his tracks by the sound of his given name
     and the voice that calls it.

     He makes no further attempt to flee but turns to face his
     pursuer.  The Investigator steps out of the shadows.

                           INVESTIGATOR
              Vincent, what are you running from?

                           JEROME
                      (disturbingly calm)
              From Vincent.

     The two men face each other for the first time in a long
     time.  The Investigator is transfixed by Jerome's face -
     scarcely able to believe his eyes.

                           INVESTIGATOR
              Has it been so long, you don't remember
              who I am?

                           JEROME
                      (nodding to the Investigator's badge)
              Maybe it's you who's forgotten.
                      (meeting his gaze)
              What are you doing here, Anton?

     It is finally apparent the Investigator is Jerome's younger
     brother Anton [AS WE SHALL REFER TO THE INVESTIGATOR FOR THE
     REST OF THE FILM].

                           ANTON
              I could ask you the same question.
                      (glancing to the impressive complex)
              I have a right to be here, you don't.

     Jerome smiles at him condescendingly.

                           JEROME
              You almost sound like you believe that.

                           ANTON
                      (ignoring the remark, extending his hand)
              Come with me now, Vincent.  You've gone as far
              as you can go.

                           JEROME
                      (refusing Anton's hand, glancing
                      to the telescope above them)
              There are a few million miles to go yet.

                           ANTON
                      (adamant)
              It's over.

                           JEROME
                      (shaking his head)
              Is that the only way you can succeed, Anton,
              to see me fail?

                           ANTON
              It's for the best.

                           JEROME
                      (increasingly angered)
              God, even you want to tell me what I can't do.
              In case you hadn't noticed, Anton, I don't
              need rescuing.  But you did, once.

     Anton is clearly stung by the memory.

                           JEROME
                      (goading)
              Well?  You have all the answers.  How is that
              possible?

                           ANTON
                      (resolute)
              You didn't beat me that day.  I beat myself.

                           JEROME
              Who are you trying to convince?

                           ANTON
                      (angry)
              I will prove it to you.  Come swim with
              me now, Vincent.  Now--tonight.

     Jerome regards Anton with a knowing smile.  Somewhere in Gattaca
     a phone rings.


     INT/EXT.  IRENE'S CAR OUTSIDE CONDOMINIUM COMPLEX.  NIGHT.

     IRENE, sitting in her car outside Jerome's condominium, hangs up
     her portable phone.  In her agitation, her finger involuntarily
     goes to her pulse.  She catches herself and removes the finger
     from her wrist as if it has burned her.  She exits the car.


     INT.  JEROME'S CONDOMINIUM/EUGENE'S CONDOMINIUM.  NIGHT.

     IRENE quietly knocks on Jerome's door but there is no response.
     Trying the handle, the door opens.  Her curiosity takes her
     inside.  All is quiet.  IRENE calls out.

                           IRENE
              Hello.

     No reply.  Irene hesitantly ventures further, drawn to the
     spiral staircase.  She tentatively makes her way down the stairs
     and into Eugene's dimly lit condominium.  With wonder and
     reverence, she examines the instruments and samples laid out on
     Eugene's work benches.  She opens the refrigerator in the
     bathroom and inspects the samples and sachets.  Finally she
     regards the empty incinerator.

                           EUGENE (OC)
              Quite something, isn't it?

     Irene turns.

     Eugene has entered through the mirrored door, not at all
     displeased by her unexpected visit.

                           EUGENE
                      (referring to the incinerator)
              That's where we get rid of the traces of him
              although we never truly succeeded.

                           IRENE
              I've been looking for him.  Do you know where
              he is?

                           EUGENE
                      (unconcerned)
              He's probably leaving some more of me
              around the place before he goes.

     Eugene idly inspects one of the blood sachets.

                           EUGENE
              Don't be deceived, Irene.  These are
              just the clothes.  He has to wear them.
              Something I could never do.

                           IRENE
              What's wrong with him?

                           EUGENE
                      (sympathetic smile)
              You have more in common than you know.

     Irene's hand involuntarily goes to her heart.

                           EUGENE
              But they say hisis already ten thousand beats
              overdue.  I have my doubts.
                      (wry smile)
              For all my gifts, they could never engineer
              me a heart like Vincent's.

     Irene turns back to the incinerator, lost in though.


     EXT.  BEACH.  NIGHT.

     JEROME and ANTON walk down a dune together towards the beach not
     far from Gattaca - an ocean beach pounded by an angry, black
     sea.  Jerome picks up a sharp piece of shell and slices the end
     of his thumb.  A drop of blood oozes out.  He offers the shell
     to Anton but Anton does not take it.

     Both men begin to disrobe.  The brothers stand beside each other
     on the sand once again - Anton still the more athletically-built
     of the two.

     Together, they enter the raging surf.  Diving through the
     breaking waves, they begin to swim.

     In the moonlit night, we watch their two bodies swimming side by
     side.  They swim a long distance, Anton waiting for his brother
     to tire.  But the pace does not slacken.  Anton pulls up in the
     water.  Sensing his brother is no longer beside him, Jerome also
     pulls up.  They tread water several yards apart.

                           ANTON
                      (attempting to conceal his distress)
              How are you doing this, Vincent?  How
              have you done any of this?

                           JEROME
              Now is your chance to find out.

     Jerome swims away a second time.  Anton is forced to follow
     once again.  Angry now, gritting his teeth, Anton calls
     upon the same determination we have witnessed during his
     constant swimming in the pool.  He puts on a spurt, slowly
     reeling in Jerome.

     Anton gradually draws alongside Jerome, certain that this effort
     will demoralize his older brother.  But Jerome has been foxing -
     waiting for him to catch up.  Jerome smiles at Anton.  With
     almost a trace of sympathy, he forges ahead again.  Anton is
     forced to go with him.  They swim again for a long distance.

     It is Anton who gradually becomes demoralized - his strokes
     weaken, his will draining away.  Anton pulls up, exhausted and
     fearful.  Jerome also pulls up.  However his face displays none
     of Anton's anxiety.

     They tread water several yards apart.  The ocean is choppier
     now.  The view of the lights on the shore is obscured by the
     peaks of the waves.

                           ANTON
                      (panic starting to show)
              Vincent, where's the shore?  We're too far out.
              We have to go back!

                           JEROME
                      (calling back)
              Too late for that.  We're closer to the other side.

     Anton looks towards the empty horizon.

                           ANTON
              What other side?  How far do you want to go?!
              Do you want to drown us both?
                      (becoming hysterical)
              How are we going to get back?!

     Jerome merely smiles back at his younger brother, a disturbingly
     serene smile.

                           JEROME
                      (eerily calm)
              You wanted to know how I did it.  That's
              how I did it, Anton.  I never saved anything
              for the swim back.

     Anton stares at Jerome, aghast.  The two men face each other in
     silence, treading water several yards apart in the dark, rolling
     ocean.

     Jerome turns and heads back towards the shore.  Anton is left
     alone with the terrifying realization.  The only sound, the wind
     and the water.


     EXT.  CONDOMINIUM.  NIGHT.

     JEROME, dishevelled and distressed, arrives back at the
     condominium.  He notices IRENE standing at the edge of the pool.

     She turns.  He approaches her.  They stand several yards apart.
     Looking into each other's eyes, they do not speak.  Jerome
     abruptly pulls a hair from his head - for once one of his own.

                           JEROME
                      (wry smile, offering the hair to Irene)
              Here, take it.

     Irene takes the hair, the significance not lost on her.

                           JEROME
                      (echoing Irene's words from
                      their first encounter)
              If you're still interested, let me know.

     Irene contemplates the hair in her fingers for a moment, then
     deliberately lets it fall to the ground.

                           IRENE
                      (never taking her eyes from him, echoing
                      Jerome's words from their first encounter)
              Sorry, the wind caught it.

     Once again there is not a breath of wind.  The hair lies,
     plainly visible on the edge of the pool.

     From an upstairs window, EUGENE observes the couple.


     INT.  JEROME'S CONDOMINIUM.  NIGHT.

     We watch the silhouette of IRENE and JEROME making love in
     the bedroom.


     INT.  EUGENE'S CONDOMINIUM.  NIGHT.

     EUGENE, sitting in his darkened room, unscrews the cap of a
     plastic container and places it on a nearby table.  We remain
     on Eugene's face as he opens his fly.


     INT.  JEROME'S CONDOMINIUM.  NIGHT.

     IRENE and JEROME lie in bed together after making love.  For
     once Jerome is able to sleep unconcerned.  It is Irene who lies
     awake, head against JEROME'S chest, listening to the sound of
     his erratically beating heart.  However it has a soothing
     effect on her.

     She kisses Jerome and reluctantly rises from the bed.

                           JEROME
                      (awakening)
              A year is a long time.

                           IRENE
              Not so long--just once around the sun.

     Jerome smiles.  For once Irene seems to be looking forward
     to the trip.  She exits the room.


     INT.  INCINERATOR.  MORNING.

     Inside the incinerator, JEROME scrapes away at himself - for the
     final time.  He wistfully regards the brush in his hand.


     INT.  EUGENE'S CONDOMINIUM.  MORNING.

     JEROME, dressed for his departure, emerges down the spiral
     staircase into Eugene's condo.  Jerome notices several suitcases
     at the foot of the stairs.

     EUGENE wheels into the room.

                           EUGENE
              I have your samples ready.

                           JEROME
                      (confused)
              Have you forgotten?  I don't need any samples
              where I'm going.

                           EUGENE
                      (meeting Jerome's gaze)
              No, but you might need them when you get back.

     Eugene wheels across the room and opens the mirrored door.  The
     water vapor billows out.  Jerome regards Eugene.

     Eugene leads Jerome inside for the first time.

     Inside are two rows of four identical, industrial refrigerators.
     They contain thousands of blood and urine specimens.

     Jerome regards them with awe and more than a little unease.

                           EUGENE
              Everything you need to last you two lifetimes.

     EUGENE points out an extra specimen of semen in the first
     refrigerator.

                           EUGENE
              There's an extra specimen.  I wish I
              could give it to her myself.
                      (afterthought)
              But then, you always were better at being me.

     Eugene leads the way out of the refrigerator room.

                           JEROME
                      (struggling to come to terms
                      with the discovery)
              Why have you done this?

                           EUGENE
                      (as he seals the mirrored door)
              In case you get back before I do.

                           JEROME
              Where are you going?

                           EUGENE
                      (glancing to the suitcases)
              I'm travelling too.

     Jerome goes to question Eugene's travel plans but thinks better
     of it.  He kneels before his friend and embraces him.

                           JEROME
              Thank you.

                           EUGENE
              I got the better end of the deal.  I just
              lent you my body--you lent me your dream.

     Jerome smiles and hugs Eugene a final time.  Eugene stuffs an
     envelope into Jerome's pocket.

                           EUGENE
                      (referring to the note,
                      glancing heavenwards)
              Not until you're upstairs.

     Jerome exits.  Eugene watches him go.


     INT.  GATTACA - DEPARTURE LOUNGE.  NIGHT.

     JEROME enters a large holding area along with his other eleven
     CREW MEMBERS.

     Jerome's heart sinks as he recognizes LAMAR, greeting the crew
     for one final unexpected substance test.  His colleagues
     groan good-naturedly but it is clearly far more than an
     inconvenience to Jerome.  He looks towards the door he has just
     entered but there is no way back.  One by one the crew are
     ushered behind a screen.  Before he can think of a way out, it
     is Jerome's turn.  He enters the cubicle.

                           JEROME
                      (as he takes the plastic cup from Lamar)
              What's this, Lamar?

                           LAMAR
              New policy.

     From behind, we see Jerome unzip his fly.  However for once
     Jerome does not urinate on cue - unused to operating his own
     equipment in front of the physician.

                           LAMAR
                      (intrigued by the
                      out-of-character discharge)
              Flight got you nervous?

                           JEROME
              There's a problem, Lamar.

                           LAMAR
                      (apparently not listening)
              Did I ever tell you about my son, Jerome?  He's
              a big fan of yours.  He wants to apply here.

     Jerome realizes he has no choice.  Resigned to his fate, he
     begins to fill the cup.

                           JEROME
                      (as he urinates)
              Just remember, Lamar, I could have gone up
              and back and nobody would have been the wiser--

                           LAMAR
                      (cutting him off)
              --Unfortunately my son's not all that they
              promised.  But then, who know what he could do.

     Lamar takes the cup from Jerome in his gloved hand.  Jerome
     anxiously watches his sample poured into the analyzer.

     Confirming Jerome's worst fears, the face of 20-YEAR-OLD VINCENT
     appears on the computer screen.  However Lamar does not look at
     the screen.  He stares Jerome in the eye.

                           LAMAR
              For future reference--
                      (a brief glance to where
                      Jerome has just zipped his fly)
              --righthanded men don't hold it with their
              left.  It's just one of those things.

     Never lookig at the screen, Lamar presses a button marked,
     "VALID".

                           LAMAR
                      (knowing smile)
              Have a safe trip, Vincent.

     Jerome exits up a long enclosed escalator, realizing that Lamar
     has known all along.


     INT.  EUGENE'S CONDOMINIUM.  NIGHT.

     EUGENE knocks back a vodka.  With a certain reverence he places
     his silver medal around his neck.


     INT.  ESCALATOR.  NIGHT.

     At the top of a long escalator, the door to a craft is secured.


     INT.  EUGENE'S CONDOMINIUM.  NIGHT.

     Eugene's wheelchair, empty, sits beside the door of the
     incinerator, also secured.


     EXT.  LAUNCHPAD.  NIGHT.

     A CLOSE UP of the flame of a rocket's engines igniting - the
     ball of fire engulfs the launchpad - filling the screen.


     INT.  EUGENE'S CONDOMINIUM - INCINERATOR.  NIGHT.

     Inside the incinerator another ball of fire - this time
     engulfing the unseen figure of EUGENE.  We glimpse the medal
     around his neck, melting in the fierce blaze.


     EXT.  GATTACA - LAUNCHPAD.  NIGHT.

     As we have seen so often in the past, a rocket launches into
     the sky over Gattaca - however on this occasion it carries
     Jerome.


     INT.  SPACECRAFT.  NIGHT.

     We focus on JEROME's face - seeing little if any of the craft.
     Jerome's eyes are closed.  His head is still - alarmingly still.
     Could the launch itself have been too much for him?  He hear the
     thoguhts in his head.

                           JEROME (VO)
              We came from the stars so they say, now
              it's time to go back.  If I was conceived
              today, I would not get beyond eight cells,
              and yet here I am.  In a way they were
              right, I don't have the heart for this world.
                      (pause)
              The question is, why am I having so much
              trouble dying?

     Jerome's eyes blink open.  He holds the letter from Eugene in
     his hand.  It contains no words, merely a lock of EUGENE'S hair
     - for once preserved solely for its sentimental value.  The
     hair, weightless, floats off the page.

     We focus on a porthole looking out upon a starscape.


     A STARSCAPE

     As we pan across the constellations, a title is superimposed
     upon the starscape:

              In a few short years, scientists will
              have completed the Human Genome Project,
              the mapping of all the genes that make
              up a human being.

              After 4 billion years of evolution by the
              slow and clumsy method of natural selection,
              we have now evolved to the point where we
              can direct our own evolution.

     The first title is replaced in the heavens by a second title.

              If only we had aquired this knowledge
              sooner, the following people would never
              have been born:

     A succession of portraits and photographs of RENOWNED and
     HISTORIC FIGURES fades in and out of the constellations - the
     accompanying titles list their affliction rather than their
     accomplishments.

                               HOMER
                         Blind from birth

                         NAPOLEON BONAPARTE
                              Epileptic

                               COLETTE
                              Arthritic

                              LOU GERHIG
                      Amyotrophic Lateral Sclerosis
                         (Lou Gerhig's Disease)

                             RITA HAYWORTH
                         Alzheimer's Disease

                             HELEN KELLER
                            Blind and deaf

                           STEPHEN HAWKING
                        Lou Gerhig's Disease

                         JACKIE JOYNER-KERSEE
                             Asthmatic

                           CHARLES DARWIN
                          Chronic invalid

     The face of Charles Darwin fades off and another title appears
     out of the stars.

              Even Charles Darwin, the man who told of
              the survival of the fittest, numbered
              amongst our frailest.

     The title fades off and is replaced by one final title in the
     night sky.

              Of course, the other birth that would
              surely never have taken place is your own.


     CUT TO BLACK





     GALAXY QUEST



BY

David Howard
Robert Gordon








5/04/99   (GOLDENROD) 5,7,12,13,16,17,19,27,27A,33B,38,53,55,58, 
60-70C, 71-72,85,117
4/29/99	(GREEN)
4/28/99	(YELLOW)
4/26/99	(PINK)
4/20/99	(BLUE)
4/19/99	SHOOTING DRAFT


1	EXT. OUTER SPACE

The vastness of space.  Suddenly a hole in the sky opens with a 
flash and a SPACESHIP rumbles into view.  ON its hull the letters 
NSEA PROTECTOR.  Magnificent, though on closer inspection it 
shudders ever so slightly, denoting pre-CGI model work on a 
budget.  We're watching a TV show. 

LAREDO (V.0.)
We're exiting the time knot now sir!

2.	INT. NSEA PROTECTOR COMMAND DECK - SPACE

5 Members of the crew of the NSEA PROTECTOR sit in the large 
circa - 1979-"high-tech" cabin.  All of them human except for DR. 
LAZARUS, a purple reptilian-looking alien. LAREDO is 9.  The 
crewmates exchange relieved smiles.

FRED
We're alive.

LAREDO
We made it  Commander, we made it!

LAZARUS (THE ALIEN)
By Grabthar's hammer, we live to tell the tale.

COMPUTER (0.S.)
Systems register functional. 

GWEN
All systems are working, Commander. Commander?

They all turn to look at THE COMMANDER, who turns to reveal 
himself dramatically. Good looking. His acting is classic 
Charlton Heston take-no-prisoners style. He looks around the 
command deck, worried, almost sniffing the air.

COMMANDER
I don't like it.  It was too easy...  Look for ambient energy 
fields. 

LAREDO
All normal sir... The entire spectrum.

COMMANDER
Check again Laredo.

LAREDO
Yes sir, I- Wait.  Oh no.

His radar lights up with dots. First a few, then HUNDREDS.

LAREDO
They're everywhere.  There are time knots opening everywhere.  

LAZARUS
IMPACT NOW Commander

Suddenly an EXPLOSION rocks the ship.

GWEN
A trap.

LAZARUS.
We're surrounded Commander. The entire 5k Ranking is out there.

COMMANDER
Our plasma armor?

LAREDO
Gone sir.

Another BLAST rocks the room.

COMPUTER (O.S.)
Structural damage at 68 percent.

GWEN
We're getting major structural damage.

FRED
It's a core meltdown sir. It can't be stopped

The Commander turns to his advisor, Lazarus.

LAZARUS
Commander, surrender may be our only option.

COMMANDER
No, never give up... NEVER surrender.'

GWEN
The reactor has eaten through four levels... Six levels... The 
ship is disintegrating

LAREDO
Your orders sir?...  Sir, your orders?

The Commander walks into close up; Steely determination.

COMMANDER
Activate the Omega 13.

The crewmates exchange expectant and terrified glances. CLOSE UP 
of a crewman's hand as he operates a series controls which in 
turn opens five layers of mechanical locks revealing a serious 
looking lever. The Commander pulls that lever. A MACHINE Is 
revealed, rising from the floor in the middle of the room.  It 
begins to GLOW. Cut to each actor in turn reacting dramatically. 
Then suddenly.. THE  PICTURE GOES WHITE, LEADER LEADER NUMBERS 
APPEAR, with a STUDIO COPYRIGHT notice.

CUT TO:

3	HUNDREDS OF FACES


ENTHRALLED LEGIONS of mostly spotty faced male adolescent FANS 
staring into camera.  For a moment all is silent.  A few are 
sobbing. Then a BURST OF THUNDEROUS APPLAUSE...  We're at a 
SCIENCE FICTION CONVENTION.  The enthusiastic crowd of FANS 
continue cheering as the master of ceremonies GUY takes the 
stage.

GUY
Well, there you are! You are the first people to see the lost 
GALAXY QUEST episode 52 two parter since it was originally aired 
in '82!  As most of you know, no concluding episode was filmed 
when the series was cancelled, so one episode was never included 
in the syndication run. Let's hear it for Travis Latke, who 
actually rescued the footage from the studio garbage!  Can you 
believe that?
(Latke stands, fans cheer)
Now for the moment you've all been waiting for... The intrepid 
crew of the
NSEA PROTECTOR!

But a STAGEHAND in the wings signals for Guy to "stretch."

GUY
But first... What is a "hero"?  Let's take a look at a few more 
clips...

4	BACKSTAGE

Here we meet the REAL LIFE ACTORS all dressed as their TV alter 
egos... GWEN DEMARCO, beautiful, in a sexy and improbable body 
suit.  ALEXANDER DANE,  (DR. LAZARUS) wearing green alien 
prosthetic makeup. FRED KWAN, calm, sitting on an
apple box reading the paper. TOMMY "LAREDO" WEBBER, the youngest 
of the group.

TOMMY
Where the hell is he?  An hour and a half late.  An hour and a 
half!

GWEN
(looks through curtain) 
This is great!  They're going to start eating each other out 
there.

ALEXANDER (OFFSCREEN) 
He's a twit!

TOMMY
Oh, and did you hear he booked another fan appearance without us?

GWEN
You're kidding. When for?

TOMMY
Tomorrow morning, before the store opening.

ALEXANDER (OFFSCREEN)
He's a miserable twit!

GWEN
The guy is terminally selfish!

FRED
He ate my sandwich.

GWEN AND TOMMY 
What?

FRED
A month ago, he ate my sandwich.

TOMMY
And he ate Fred's SANDWICH!

Gwen turns to notice Alexander staring into a makeup mirror, eyes 
roaming over his alien green makeup and scaly rubber features 
with a mournful expression.

GWEN
Oh Alex, get away from that thing...

ALEXANDER
Dear God.... How did I come to this?

5/4/99	(GOLDENROD)

TOMMY
Not again...

ALEXANDER
I played Richard III...

FRED
"Five curtain calls...

ALEXANDER
...Five curtain calls! I was an ACTOR once, damn it. Now look at 
me... LOOK AT ME.

TOMMY
Settle down, Alex...

ALEXANDER
No. I can't go out there! I won't say that ridiculous catch 
phrase one more time. I won't.  I can't!

GWEN
At least you had a PART. You had a character people loved!  My TV 
Guide interview was six paragraphs about this body suit.  About 
my legs.  How did I perfect my trademark sidesaddle pose? Nobody 
ever bothered to ask what I DO on the ship...

FRED
You were the, uh... Wait I'll think of it...

GWEN
I repeated the computer.  "It's getting hotter, Commander!" "The 
ship is disintegrating, Commander!"  Nothing I did EVER affected 
the plot, not ONCE! Nothing I did was ever taken seriously!

TOMMY
Excuse me.  I'm an African American playing a nine year old 
Malaysian named Laredo.  HELLO!

Suddenly the rear stage doors open and JASON NESMITH ("The 
Commander") strolls in, all exuberance and charm.

JASON
My friends, your Commander has arrived!... Am I too late for 
Alexander's panic attack?...(looks at Alex)  Apparently so.  
(inspects a mole on Alex's neck)  That's irregular, you should 
have it looked at.  (looks at Fred's paper)  Lakers are HOT.  
Speaking of which... Gwen, you look spectacular.
(they all glare at him)
Oh, what did I do now?

5	CONVENTION STAGE   On the stage, Guy continues to stall...

GUY
... Sure, the rocks looked hollow and the sets moved when anyone 
humped into them... But we didn't care...

FILM CLIPS are projected behind him: On an alien planet THE 
Commander carries the LIMP BODY OF HIS ADVISOR, LAZARUS, ray guns 
erupting around him... On the command deck the crew fights a 
space battle with crack precision TEAMWORK...

GUY (CONTINUED)
....For those four seasons from '79 to '82 we the viewers 
developed the same affection for the crew of the NSEA PROTECTOR 
that the crew had for each other... These weren't just 
adventurers exploring space, these were friends...

6	BACKSTAGE - The others surround JASON, fighting.

TOMMY
You said we do appearances together, or not at all.'

JASON
I didn't say that.  I said "wouldn't it be great if we could 
always, work together." That's what I said.

GWEN
Unbelievable.

TOMMY
You are so full of shit

JASON
A few fans built a little set in their garage.  .  I come in for 
an hour at most. It's a nothing.

5/4/99	(GOLDENROD)

GWEN
How much of a nothing? Not enough to split five ways kind of a 
nothing?

JASON
What do you want me to say, Gwen?... They wanted the Commander.

Suddenly bright light streams in. They all turn to see ALEXANDER 
skulking out the exit.  A beat, then they all run to catch 
Alexander, TACKLING HIM.

7	ONSTAGE - 

Guy gets a thumbs up cue from a stagehand and begins to introduce 
the cast, to the delight of the applauding FANS.

GUY
Okay, here we go... Let's hear a warm welcome for crack 
gunner/navigator. Laredo, Tommy Webber!

Tommy comes bounding out with a big smile, his hair mussed. 
Behind him is a film clip of young LAREDO in action.

TOMMY (FILM CLIP) AS LAREDO
"If it's got quantum rockets, I can fly
it."

GUY
Ship's Tech Sergeant Chen... Fred Kwan!

Fred strolls out with a casual wave.

FRED AS CHEN
"Give me a stick of gum and a hairpin and we re on our way!"

8	BACKSTAGE - 

Gwen and Jason are wrestling on the ground with Alexander.

GWEN
Alex you can't -just leave.

ALEXANDER
Oh can't I? Watch me!

JASON
Come on, old friend...

ALEXANDER
Friend. You stole all my best lines.  You cut me out of episode 
two entirely!..

GUY (O.S. FROM THE STAGE)
The beautiful shipmate Tawny Madison... GWEN DEMARCO!

9	ONSTAGE - 

Gwen takes the stage noticeably ruffled.  In the film clip, Tawny 
Madison looks around the cabin fearfully.

COMPUTER
One hundred degrees and rising...

GWEN AS TAWNY ~~~ISON
"It's... It's getting hotter, Commander.'"

Many "appreciative" WHISTLES. Gwen forces a smile.

GUY
And now... The Commander's advisor and closest friend. His 
peaceful nature ever at odds with the savage warrior inside him, 
after witnessing the massacre of his entire species as a boy...

We see a splitscreen shot of Alexander, one mild mannered, the 
other a savage beast of vengeance, tearing into a foe.

10	BACKSTAGE - Jason still in a wrestling match with 
Alexander.

JASON
You WILL go out there.

ALEXANDER
I won't and nothing you say-

JASON
"The show must go on."

ALEXANDER
...Damn you!  Damn you!

GUY (cont'd) (O.S.) 
"Dr. Lazarus of Tev'meck"... Alexander Dane

11	ON STAGE - 

Alex bounds up on stage, bowing deep with grace and humility.  
The stage trained British actor.

ALEX AS LAZARUS ONSCREEN
"By Grabthar's hammer, you shall be avenged.'"

Alex cringes, desperately unhappy

GUY
And finally, my fellow Questarians, the brave Commander of the 
NSEA PROTECTOR... Peter Quincy Taggart ... JASON NESMITH.

Jason appears and a SPOTLIGHT follows him.

TOMMY
Unbelievable.  He rented a SPOT?

Jason raises his fist encouraging the FANS to cry out...

JASON/JASON ON SCREEN/EVERYONE 
"NEVER GIVE UP, NEVER SURRENDER... DAMN THE RESONANCE CANNONS, 
FULL SPEED AHEAD.'"

The fans go crazy. The actors exchange glances.

GUY
The Commander and his crew will be signing autographs on imperial 
decks "b" and "c" near the coke machines.

12	CONVENTION HALLWAY

It's quiet.  We're on FOUR PAIRS OF BOOTS walking down the 
hallway.  We PAN UP to reveal FIVE SERIOUS LOOKING YOUNG PEOPLE, 
4 men and a woman, clean cut as Disneyland employees and 
impeccably outfitted in GALAXY QUEST style uniforms. Something 
odd about them you can't quite put your finger on.. For now we'll 
refer to them as THE PECULIAR FANS.

13	CONVENTION HALL

We move with the PECULIAR FANS as they enter the bustling 
convention floor, making their way past the numerous FANS dressed 
as their favorite GALAXY QUEST characters... through the various 
booths selling GALAXY QUEST and other Si-fi memorabilia, catching 
snippets of conversation along the way:  They pass two 
ELABORATELY COSTUMED ALIEN FANS talking.

ALIEN
...Yeah, I used to De Gark'nor of Ang but I got a rash from the 
chest pads so now I'm Sacnod from episode 5, which is fine except 
the transducer pinches when I sit down...

... They pass a group of particularly EARNEST FANS at a vendor's 
booth, also costumed as the five GALAXY QUEST leads. Their 
leader, BRANDON WHEEGER, inspects a seller's model of the 
DEFENDER, contemptuously.

BRANDON
The tail fin is concave, not convex.  The proton reactor is where 
the influx thermistors should be and.. my god... is this Testor's 
blue green number six on the hull?
(drops the model roughly)
I... I... This is a complete abortion. 

With curious glances to this similarly uniformed group, the 
PECULIAR FANS move past, then come to a halt as they spot JASON, 
up on a raised platform at the front of the hall signing 
autographs for a long line of fans. The peculiar fans stare at 
Jason as to they were in the presence of God.  They exchange 
astonished smiles, then start toward him...

THE CAST TABLE

Tommy, Alexander and Fred sign autographs at a row of tables near 
Jason, but significantly lower than his perch.

TOMMY
Is it me or does his table get higher every convention?

One of many fans dressed as "Dr. Lazarus" steps up to Alexander 
and salutes him with crossed fists.

FAN
"By Grabthar's hammer, by the suns of Warvan, I shall avenge 
you!"

Alexander ignores this, grabs the photo from his hand, signs it, 
thrusts it back.  The next fan steps up.

FAN
"By Grabthar's hammer, by the-"

He signs and thrusts it back before he can even finish.
 
ALEXANDER
Next!

Guy (the MC) approaches the actors at their tables.

GUY
Hi everybody.

TOMMY
Hey. Thanks for one nice intro... uh.

GUY
Guy... You probably don't remember me do you? (They stare 
blankly)  I was on the show in '82.  Episode 31?  Got killed by 
the lava monster before the first commercial?  "Crewman #6?"

The actors pretend that they remember him.  "oh, right! Guy!"

GUY
Listen, I was wondering, would you guys mind if I sit in today? 
See if anybody's interested in an autograph? Never know.

GWEN
Sure, Guy, If you can stand the excitement.

Two more FANS dressed as Alexander's character approach him, 
proudly CHATTERING at him in the Mak'tar language.

ALEXANDER
Don't make me get a restraining order.

ACROSS THE ROOM

THE PECULIAR FANS are making their way through the crowd toward 
Jason. We suddenly notice something very strange; THE LEFT HAND 
of the tallest one is flickering between a normal hand and A HAND 
WITH SEVEN LONG BLUE TENTACLES FOR FINGERS. The LEADER notices 
and motions to the afflicted man who raps sharply against a metal 
blinking box on his belt. The hand becomes normal again. He looks 
up, nods at the leader. From now on we'll refer to these 5 as THE 
ALIENS.

AT THE CAST TABLE - Guy now sits with the others, forlorn. No 
fans are in line for his autograph. He watches as Fred fields 
questions from the group or fans led by BRANDON.

BRANDON
Mr. Kwan?  In episode nineteen, when the reactor fused, you used 
an element from Leopold Six to fix the quantum rockets.  What was 
that called?

FRED
Bivrakium.

BRANDON
The blue sheath it was encased in-?

FRED
A bi-thermal krevlite housing.

5/4/99	(GOLDENROD)

Brandon makes a note, thanks him and exits with his group.

GUY
How do you remember this stuff?

FRED
Oh I make it up. Use lots of "k"s and "v"s.

A male FAN moves up to Gwen, hands her a picture to sign.

FAN
I'm a big fan Ms. Demarco.

Gwen looks at the photo, nonplussed.

GWEN
You really expect me to sign a naked picture of myself? This 
isn't even my body!

FAN
Yeah, normally with fakes it's like, recycle bin. But.. This 
one's really good.
(Gwen sighs, starts to sign) 
Could you not write over the... Thanks.

A fan finally approaches Guy who looks up eagerly. The fan looks 
at him quizzically, trying to place him.

GUY
Episode 12. (gets no reaction) Killed by the lava monster?..

FAN
(turns to Tommy) 
Laredo, could I get an autograph?

Guy shrugs, disappointed. Gwen gives him a comforting look, then 
looks across at

JASON ON HIS PERCH

Talking dramatically to a group of fans. A YOUNG BOY watches WIDE 
EYED.

JASON
... on one hand, if I had moved an inch, the beast would have 
killed me. On the other hand, my crew was in danger...

YOUNG BOY
How did you know what to do?

5/4/99	(GOLDENROD)

JASON
Without a crew, I'm not a Commander.

He pulls down on the kid's cap.

JASON
And we all know what happened to that beast on Enok 7...

The fans make happy nerdy "we sure do" noises.

CASTMEMBERS TABLE

Gwen shakes her head appreciatively.

GWEN
You gotta admit, they do love him.

TOMMY
Almost as much as he loves himself.

They watch as Jason fields another question from a fan.

JASON
I'm glad you asked... To me the most important qualities of a 
Galaxy Explorer are loyalty...

ALEXANDER
... to camera center no matter whose shot you're blocking...

JASON
Leadership....

TOMMY
... to make sure craft service keeps those little butter cookies, 
and plenty of them-

JASON
And determination.

GWEN
... to playing scenes shirtless because the ladies do love 
Commander furry.

Gwen, Alex and the others try to contain their laughter.

CLOSER ANGLE - JASON'S TABLE

Bored with the constant queries of his fans, Jason glances over 
to see Gwen smiling at him. She quickly looks away, self-

4/28/99	(YELLOW)

conscious.  Jason doesn't even take his eyes off Gwen as BRANDON 
steps forward, his brow knit with serious matters.

BRANDON
Commander, please settle a dispute that my crew and I are having. 
In "The Quasar Dilemma", the Sentient had taken control of the 
ship's guidance systems, however-

JASON
Excuse me guys.

Jason exits. Brandon turns to his friends, frustrated.

BRANDON
I hadn't even gotten to the relevant conundrum...

THE CAST TABLE - Gwen answers a question from a shy GIRL.

GIRL
Miss Demarco?... In episode 15, "Mist of Delos 5?" I got the 
feeling you and the Commander kind of had a thing in the swamp 
when you were stranded together.  Did you?

GWEN
The Commander and I NEVER had a thing.

JASON (O.S.) 
That's her story.

Gwen looks up to see Jason.  The girl giggles and exits. Jason 
smiles at Gwen.

GWEN
What?

JASON
You smiled at me.

Rolling her eves Gwen rises and walks off. Undaunted, Jason 
follows, but runs into the five ALIENS. Their leader MATHESAR 
bows respectfully, then follows along as Jason pursues Gwen.

MATHESAR
Commander, I must speak to you. It is a matter of supreme 
importance... We are Thermians from the Klatu Nebula, and we 
require your help. I beseech you to come with us, back to our 
ship. A great many lives hang in the balance...

4/26/99	(PINK)

JASON
Right, If this is about the thing tomorrow you can hammer out the 
details with my agent, but make sure I have a limo from my house, 
they jammed me into a Toyota the last time I did one of these

MATHESAR
I... certainly, but-

JASON
Catch me later, okay?

Jason catches up to Gwen.  He spins her around dramatically.

JASON
"Crewman Madison, I.. I'm sorry. Whatever I do next I have no 
control over.  It's the mist on this strange planet, It's filling 
my head with such thoughts....

He leans in for a tortured kiss... Some fans gather, delighted by 
the impromptu show.  But Gwen steps aside.

GWEN
It was cute when I didn't know you.

She exits. Jason tries to pretend that doesn't hurt.

CONVENTION FLOOR

Jason moves forward, introspective, amidst the enthusiastic fans. 
They all shout out questions and comments to him... But Jason 
pushes past without response and takes refuge in the-

14	MEN'S ROOM

Jason enters to witness the incongruous sight of four MANK'NAR 
beasts at the urinals taking a MANK'NAR piss.  Jason enters a 
stall and sits on the lid, trying to get a moment to think. But 
two CYNICALIC 20-SOMETHINGS enter, laughing their assess off.  He 
can hear their voices echo from the other side.

CYNICAL GUY 1
You're right. What a FREAK SHOW. This is fricking HILARIOUS.

CYNICAL GUY 2
Yeah, what a bunch of losers. And those poor actors. They've 
done, like, WHAT for twenty years?  I think Fred Kwan did a dog 
food commercial... Sad.

5/4/99 	(GOLDENROD)

CYNICAL GUY 1
Did you hear Nesmith up there?  That's the saddest. I think he 
actually gets off on these nerds thinking he's space Commander. 
It's pathetic.  And his friends...

CYNICAL GUY 2
... they HATE him.  I know, did you hear them ragging on him?!!  
"Commander furry!..."

CYNICAL GUY 1
He has no idea that he's a laughingstock... Even to his buddies.

They exit, their laughter ringing in Jason's ears.

15	CONVENTION FLOOR - JASON'S TABLE

Jason is back at his table signing autographs in a foul mood. He 
scribbles his name irritably, avoiding contact with the fans as 
BRANDON and his group of aficionados approach him.

BRANDON
Commander, as I was saying... In "The Quasar Dilemma", you used 
the auxiliary of deck b for Gamma override. But online blueprints 
indicate deck b is independent of the guidance matrix, so we were 
wondering where the error lies?

JASON
It's a television show. Okay? That's all. It's just a bunch of 
fake sets, and wooden props, do you understand?

BRANDON
Yes but, we were wondering-

JASON
There IS no quantum flux and there Is no auxiliary... There's no 
goddamn ship  Do you get it?

Jason notices that all eyes are turned on him. The hall has 
become deathly quiet.  Jason rises abruptly and exits through the 
hall. Brandon and the fans do their best not to take this 
personally.

5/4/99	(GOLDENROD)

15A	INT. GWEN'S HOUSE

Gwen is cooking something intricate and delicious as she talks to 
Alex on the phone.  Her house is tasteful and bright on a budget.

GWEN
I don't know, Alex, he's never gone quite this far before...

15B	INT. ALEXANDER'S APARTMENT - NIGHT

Alexander sits at his kitchen table, applying spirit gum remover 
to the edges of his alien head appliance.

ALEXANDER
I've said for years he's mentally unstable.

He stands and moves to the refrigerator. Nothing but a hunk of 
very rank cheese which he sniffs disdainfully.

ALEXANDER
Oh good, there's nothing to eat.

GWEN
Why didn't you stop at the market?

ALEXANDER
(re his alien cap) 
I still haven't got this bloody thing off.

GWEN
You could order something in.

ALEXANDER
A boy comes to the door.

GWEN
(a beat, back to Jason...)
I don't know... It just wasn't like him.

ALEXANDER
Yes, poor Jason. As we speak he's probably out somewhere talking 
rubbish to a roomful of hangers-on. While here I sit eating 
Christmas cheese in Spring.

16	INT. JASON'S BEDROOM - NIGHT

Jason sits on the edge of the bed staring at the TV, sipping 
scotch, flipping channels.  He stops at the conclusion of an

4/26/99	(PINK) 

episode of GALAXY QUEST. As Commander Taggart makes a heroic 
speech. Jason mouths the words along with his alterego.

COMMANDER TAGGART (ON TV)
As long as there is injustice, whenever a Targathian baby cries 
out, wherever a distress signal sounds among the stars... We'll 
be there.  This fine ship, and this fine crew... Never give up!  
Never surrender!

We pan back to the bed... Jason has passed out, body twisted face 
down in a pillow.

17	INT. JASON'S BEDROOM - NEXT MORNING

Jason sleeps, hungover, dead to the world.  His DOORBELL RINGS. 
He barely moves. Every Indication is that he's dead.  More 
ringing. He stirs enough to groan, and drags a pillow over his 
head.  The ringing continues....

18	EXT. JASON'S HOUSE

Jason opens the door in his robe, drooping bloodshot eyes, squint 
of a headache...  There before him are THE ALIENS dressed in 
their perfect GALAXY QUEST attire. Jason stares at them, bleary 
eyed. With earnest respectful faces, the five salute him in the 
classic "GALAXY QUEST" style. Jason shuts the door in their face.  
DING DONG: The door opens again.

JASON
WHAT. DO. YOU. WANT?!

The leader, Mathesar, steps forward. Speaks quickly.

MATHESAR
Sir, I understand this is a terrible breach of protocol, but 
please, I beg you to hear our plea. We are Thermians from the 
Klatu Nebula.  Our people are being systematically hunted and 
slaughtered by Roth'h'ar Sarris of Fatu-Krey. Sarris wants the 
Omega 13. We are to meet in negotiation. However our past efforts 
in this regard have been nothing short of disastrous. The flames, 
the death...
(he quickly gathers himself)
Please Captain, you are our last hope.
(a beat)
We have secured a limousine.

JASON
Oh, right! The thing with the thing. Come on in, I'll get some 
pants on.

5/4/99	(GOLDENROD)

19	INT. JASON'S HOUSE

The four aliens stand on one side of the room. Jason, mostly 
dressed, hunts under his couch for something.

MATHESAR
Commander, standing here in your presence is the greatest honor 
we could ever have hoped to achieve in our lifetimes.

Mostly all they can see of Jason at the moment is his butt.

JASON
Thanks, appreciate it... Anybody seen my other shoe?

20	INT. LINCOLN LIMO

Jason sits in back with Mathesar and the others, half-awake.

NERU
Sir, I am Neru, senior requisition officer. Before we travel to 
the ship, please let me know if you have any requirements. 
Weapons, documents, personnel...

JASON
I could use a Coke.

One of the aliens nods to the other who makes a note.

TEB
Sir, I am Teb. I would like to explain the history between our 
people and the Sarris Dominion in greater detail. In the 5 
million years following the great nebula burst our people were 
one...

JASON
What about him? Doesn't he talk?

TEB
His translator is broken.

The fourth alien says something, but it comes out a weird mix of 
sounds. Like a screaming baby inside a bagpipe.

JASON
Okey doke... So, listen, I had a late night with a Kreemorian 
Fangor Beast, so
(MORE)

4/26/99	(PINK)

JASON (cont'd)
I'm going to shut my eyes for a bit. But go on, I'm listening to 
every word...

Jason is asleep before Teb gets the next sentence out.

21	INT. RECEIVING QUARTERS - PROTECTOR II

Jason is shaken softly by the shoulders. He opens his eyes to see 
a young female CREWMAN, LALIARI. We hear a low RUMBLE.

LALIARI
I am sorry to wake you sir, but your presence is requested on the 
command deck.

Jason tries to reorient himself as she leads him forward.

22	INT. HALLWAY - THE PROTECTOR II

Laliari escorts Jason down the high tech hallway.  Jason looks 
around, still holding his can of Coke.

LALIARI
Sir, Sarris has moved the deadline. We are approaching his ship 
at the Ni-delta now. He wants an answer to his proposal. I 
understand you have been briefed.

JASON
Yeah, I got most of it in the car. He's the bad guy, right?

LALIARI
Yes sir he is a very bad man indeed. He has tortured our 
scientists, put us to work in the gallium arsenide mines, 
captured our females for his own demented purposes...

JASON
Okay I've got the picture. You have pages or do you want me to 
just go for it?

LALIARI
I m not sure I...

JASON (cont'd)
Script pages.  Never mind, let's see what old Sarris has to say 
for himself.

Mathesar approaches with other CREWMEMBERS.

4/26/99	(PINK)

MATHESAR
Commander... Welcome to the Protector II.  Would you like to don 
your uniform?

JASON
Mind If we skip that?  I have to get back pretty quick for this 
thing in Van Nuys.

MATHESAR
As you wish.

Another ALIEN comes running up out of breath.

EXCITED ALIEN Sir... It's Sarris.  He's here.

23	INT. COMMAND DECK

A door slides OPEN and Jason and the others enter the COMMAND 
DECK.... It's straight out of the TV show. Blinking lights, 
consoles, the cool old tech displays... But a bit dark. Jason 
looks around, genuinely impressed, still wearing his glasses.

JASON
Not bad. Usually it's painted cardboard boxes in a garage.

They lead him to the Commander's chair.  He sits.

TEB
Sir, we apologize for operating in low power mode, but we are 
experiencing a reflective flux field this close to the galactic 
axis.

JASON
No problem. This thing have a cup holder?

EXCITED ALIEN
(hands Jason a clipboard)
The situational analysis, Commander. 

JASON
What's your name?

EXCITED ALIEN
(perplexed)
...Glath sir. 

Jason signs his autograph and hands it back. "There you go."

NAVIGATOR
We're approaching in five ticks, sir.  Command to slow?

Jason looks toward the front window/view screen.  Stars move past 
in a familiar display. 

JASON
Sure, set the screen saver on two. 
(the NAVIGATOR looks confused)
Sorry. Sorry. Didn't mean to break  he mood. Slow to Mark 2, 
lieutenant.

A SHIP appears on the screen, growing closer.  It is a MENACING 
craft, sharp and jagged, with a gargoyle shaped figurehead. Then 
the VIEWSCREEN fuzzes to life with an image of... SARRIS - He's 
ugly and green hued. Black sharp teeth. A metal hand... He 
hisses... There is a beat as the aliens take in the sight, trying 
to well their courage.

SARRIS
I see fear. That is expected. 
(his voice RESONATES)
Ah, they bring a new Commander... Such a cowardly species. Not 
even your own kind... No matter.  Here are my demands, and I 
would suggest, Commander, that you think well before speaking a 
word, because these negotiations are... tender.. and if I do not 
like what I hear there will be blood and pain as you cannot 
imagine...

Jason takes a sip of coke and checks his watch. 

SARRIS
First, I require the Omega 13... Second-

JASON
(blasé, like a laundry list)
Okey dokey, let's fire blue particle cannons full. Fire red 
particle cannons full. Fire gannet magnets left and right. Fire 
pulse catapults from all chutes. And throw this thing at him too, 
killer.

He hands the GUNNER the empty coke can, then before even waiting 
for the weapons to reach their target... ...he exits!

24	HALLWAY

Jason emerges and looks both ways trying to get his bearings. 
Several of the aliens chase after him as he enters the

4/26/99	(PINK)

corridor, exchanging stunned dances, trying to absorb the 
magnitude of what just happened.

MATHESAR
Commander?... Where are you... going?

JASON
Home.

MATHESAR
You... You mean Earth?

JASON
Yeah. "Earth." Time to get back to "Earth," kids.

He turns a corner.  Jason is oblivious to the muffled sounds of 
explosions, traces of the demolition going on outside.

MATHESAR
But Commander... The negotiation... You... You... You fired on 
him.

JASON
Right. Long live... What's your planet?

MATHESAR
Theramin.

JASON
Long live Theramini.  Take a left here?

MATHESAR
But what if Sarris survives?

JASON
Oh, I don't think so. I gave him both barrels.

MATHESAR
He has a very powerful ship. Perhaps you would like to wait to 
see the results of-

JASON
I would but I am REALLY running late and the 134's a parking lot 
after 2:00.  But listen, the guy gives you any more trouble, just 
give a call...

Mathesar produces a walkie talkie device for Jason.

MATHESAR
An interstellar vox.

4/26/99	(PINK)

JASON
Thanks

Mathesar looks him in the eye. A TEAR starts down his cheek.  He 
HUGS Jason, then shakes his hand sincerely.

MATHESAR
How can we thank you, Commander. You- You have saved our people.

JASON
It was a lot of fun. You kids are great.

The others shake his hand, thanking him as they enter the...

25	INTERSTELLAR POD ROOM

A room with a very high circular ceiling. The aliens continue 
thanking Jason as they lead him to the center of the room. Jason 
realizes he's left all alone in this strange room with no visible 
doors. Jason is suddenly aware that he is standing on a GLOWING 
RED DISK.

JASON
Wait. Where's the car?

Suddenly a CLEAR CYLINDER rises from the disk and conforms around 
him, ENCASING~ HIM IN A CLEAR BULLET SHAPED CONTAINER. There is 
only an instant to register surprise as the ceiling divides and 
an AWE INDUCING ROTATING STARFIELD is revealed... The WALLS pull 
back around him.  And Jason finds himself surrounded by THE 
INFINITE VASTNESS OF SPACE. And his face is a MASK OF HORROR In 
the split instant as Jason in his pod is ROCKETED FORWARD INTO 
SPACE.

26	BLACK - [JASON'S YARD]

We pull back slowly from the iris of Jason's eye. He is now 
standing on the red disk in the middle of his own back yard. He 
stands there in shock, TEETH CHATTERING, SHIVERING IN WAVES AND 
WAVES from the incomprehension of what he's just experienced, 
unable to move from the snot.

27	NT. BRANDON'S GARAGE - TARZANA - DUSK

Crickets chirp.  Inside the open garage of a suburban house sits 
BRANDON and his friends in their uniforms, surrounded by a 
homemade space ship interior constructed of painted cardboard 
boxes and Christmas lights. Brandon and his friends look very 
disappointed... The Commander never showed.

28	EXT. COMPUTER STORE PARKING LIT - MORNING

Gwen, Alexander, Tommy, Fred and Guy perform for the store's 
grand opening.  A small crowd is gathered, including Brandon and 
his gang, inspecting a mock up of the PROTECTOR.

GWEN
Take it from us... We've been all over the universe.

FRED
But we've never seen the space age values we've seen here .....

TOMMY
TechCo electronics superstore

Alexander pauses, deeply ashamed. Gwen nudges him.

ALEXANDER
By Grabthar's hammer, what a savings.

A few balloons are released into the air.

28A	COMPUTER STORE - LATER

The actors hand out pamphlets and sign the occasional autograph. 
Fred pats Alexander's back, who stares ahead, morose.  Around the 
corner, JASON appears, looking around with a disoriented yet 
exhilarated twinkle in his eye.. He spots his friends and starts 
quickly toward the cast table but runs smack into the group of 
FANS led by Brandon. Brandon and Jason go down, along with an 
armful of GALAXY QUEST collectables.

BRANDON
Commander!...  My apologies.

Brandon is nudged by his friend KYLE.

BRANDON
Commander... Evidently we had miscommunication regarding 
yesterday's scheduled voyage, and-

But Jason, still in a haze, simply gathers his things and walks 
off.  The other nerds look at Brandon.

KYLE
He dissed us AGAIN, Brandon!

BRANDON
(hiding his disappointment)
He probably... Has some very important business to attend to...

HOLLISTER
(just letting off steam)
Maybe we should just start a Star Trek club! 

The others turn, silent, incredulous. Brandon looks at Hollister 
with hard, cold eyes.  Pacino's scene with Fredo.

BRANDON
Don't EVER say that to me again.

He walks away. The others stare at Hollister.

28B	ACTORS' TABLE

The actors look up to see JASON approaching.

ALEXANDER
Do you know what time it is? Why did you even bother to show up?

Jason has so much to say he can't get out a word.  Gwen notices 
his wrinkled slept-in clothing, and wild eyes.

GWEN
Jason... Are you all right?

Jason POINTS to the sky, grasping for words.

JASON
I was there. (a beat) Up.  There...
(intense)
They came to the convention. I thought they were fans, but 
they're not. They took me up to their ship. They're called 
Thermians or Thatians, I don't know.  I was a little hungover...
(actors exchange glances)
What they built... It's incredible  I fought this man, this... 
THING... called Sarris.  I kicked his ASS... They have these... 
pods.  One took me THROUGH a black hole.
(crazy smile.  The others stare)
I know.  I know what you're thinking.  But I can prove it.  Look!  
They gave me this!

5/4/99 	(GOLDENROD)

He searches his pockets frantically and produces the interstellar 
vox. The thing blinks its little red light. He motions 
victoriously. The others exchange glances, then produce their own 
blinking voxes and set them on the table.

JASON
Yes, but can you talk to people in SPACE on yours? (into Vox:) 
Protector this is the Commander. Come in protector...

The others exchange glances. Alexander turns to Gwen.

ALEXANDER
God, what an ass.

JASON
COME IN PROTECTOR... PROTECTOR...

Tommy rolls up his sleeve ready for a fight.

TOMMY
That's it, It's go time.

GWEN
Don't do it, Tommy. He's not worth it.

Jason notices a label on his vox that reads "Property of Brandon 
Wheeger."  He looks around for Brandon.

JASON
This isn't mine. Wait, where is that kid?...

GWEN
You know it's one thing to treat us this way, but how can you do 
this to your fans?...

Jason looks up and sees the young woman we recognize as Thermian 
LALIARI. She's flanked by two young crewmen.

LALIARI
Begging your pardon, Commander, we come with news.  Sarris lives. 
He was able upon your departure to make an escape. However he has 
contacted us, and wishes to surrender. We humbly implore you to 
return with us, to negotiate the terms.

Jason looks at Laliari, then turns back to the others, his 
experience twinkling in his eyes.

5/4/99	(GOLDENROD)

JASON
They want me back... I... I want you all to come.  You have to 
come with me. It'll be the most amazing experience of your lives.  
We1re going to negotiate an alien general's SURRENDER in SPACE.  
You have to- Guys?  GUYS?...

They have begun to walk away, one by one, in disgust.  Only Gwen 
remains.  She looks at Jason.

JASON
Gwen, you know me. I'm a lot of things but I'm not crazy.

But Gwen shakes her head and walks off.

28C	INT. ELECTRONICS STORE SHIPPING WAREHOUSE NEAR DOCK

Jason inspects himself In a mirror.  He meticulously smoothes his 
Commander's Insignia, fastens a stray buckle, carefully picks a 
piece of lint off his shirt.  Then he looks Into his own eyes for 
a long moment, finally turning to Laliari, a smile, eyes 
GLISTENING. Nearby a POD DISK on the floor GLOWS.

JASON
I'm ready.

28D	INT. DRESSING ROOM

The actors enter their dressing room.

TOMMY
You should have let me hit him.

GWEN
I don't know guys... I mean, he almost looked... sincere. I know, 
it's bizarre!

FRED
I think we should have taken the gig... I mean, who knows the 
next time he'll ask us.

They all turn slowly to Fred. "Of course.. He was talking about a 
GIG."

28E	ELECTRONICS STORE

The actors hurry through the aisles to the back of the store. 
Gwen shouts to an EMPLOYEE stocking shelves.

GWEN
Commander come through here?

The Employee points to the back, taken with Gwen's beauty.

29	INT  ~LECTRONICS STORE WAREHOUSE NEAR DOCK

Gwen, Alex and the others enter, and look around.  Laliari is 
still in the room, alone.  She lights up as they enter.

GWEN
We're coming too.

LALIARI
Wonderful!  The Commander had me continue transmitting in the 
hopes you would change your mind. (to Vox) Protector, requesting 
six Interstellar pods for immediate departure.

Tommy rolls his eyes at Gwen. "These fans..."  But Gwen suddenly 
notices the POD DISKS glowing beneath their feet.

GWEN
Guys... Guys?   

Alex tries to step off the disk but It MOVES TO FOLLOW HIM.

ALEXANDER
What in the world...?

LALIARI
I look forward to meeting you all in person when we arrive at the 
ship.  End transmission.

And with that, Laliari blinks and VANISHES. She was simply a 
HOLOGRAM TRANSMISSION.  Full realization hits Gwen...

GWEN
Oh my God.  OH MY GOD.

30	INT. NSEA PROTECTOR DOCKING STATION POD BAY- DEEP SPACE

The room LIGHTS BRILLIANTLY with a series of flashes. In rapid 
succession the PODS arrive with a flash through a hatch In the 
ceiling. They unfold to reveal Gwen, Alexander, Tommy and Guy who 
stand paralyzed and teeth chattering. They look like a bunch of 
horrified bowling pins all facing toward...

A METAL HATCH -  Beyond It they register the SOUND of WET 
FOOTSTEPS growing closer... Their eyes widen as they see the 
hatch open revealing a group of 5 HORRIBLE TENTACLED DROOLING 
SCREG~ING ALIEN MONSTERS who surround our visitors, probing them 
with jagged devices. Then one of the monsters looks down at a 
mechanism on his belt.

MONSTER #1
Oops.  Crewmen, your skins! Activate your E-skins!

4/29/99	(GREEN)

The monsters all flip switches on their belts their forms become 
HUMAN,  uniformed as ship's TECHNICIANS.

TECHNICIAN #1
Our most sincere apologies! We forgot about our appearance 
generators.

Then JASON appears in the doorway, wearing a big warm smile.

JASON
Guys! You CAME!...

They stand there, still paralyzed and terrified.

JASON
Okay, who wants the grand tour?

Guy is now relaxed enough to let out the loudest most genuine 
SCREAM you've ever heard in your life. A beat.

JASON
Okay, Guy... Anybody else?

Then another streak of light, and Fred appears along side the 
others. He steps off of the disk, unaffected.

FRED
Now that was a hell of a thing. 
(to Jason, motioning to others)
What's wrong with them?

Jason smiles. Nothing gets to Fred.

31	INT. PROTECTOR DOCKING STRUCTURE - HALLWAY

Jason leads Gwen, Alexander, Tommy, Guy and Fred down the hall. 
They shuffle forward like recent hospital releases, looking 
around silent and dumbfounded at their surroundings, occasional 
involuntary JERKS of their limbs evidence of their horrifying 
journey.

JASON
That's right... Just keep shaking it out... Here, have some gum, 
It helps.

TOMMY
Wh... Where are we?

4/29/99	(GREEN)

JASON
Twenty third quadrant of gamma sector.  I can show you on a map.

Then Mathesar appears coming down the hall with a small group of 
ALIENS. He has a warm smile on his face.

MATHESAR
Welcome my friends   I am Mathesar. On behalf of my people I wish 
to thank you from the deepest place in our hearts.

He reaches out to shake their hands respectfully.

MATHESAR
Dr. Lazarus... Lt. Madison. Young Laredo, how you've grown. Tech 
Sgt. Chen... And....

He looks at Guy quizzically, not sure who he is.

GUY
"Crewman #6"... Call me Guy.

GWEN
You... know us?

MATHESAR
(soft laugh)
I don't believe there is a man, woman or child on my planet who 
does not.  In the years since we first received your ship's 
historical documents, we have studied every facet of your 
missions, technologies and strategies.

ALEXANDER
Historical documents?

MATHESAR
Yes. Eighteen years ago we received transmission of the first.  
It continued for four years, and then stopped, as mysteriously as 
it came...

TOMMY
You've been watching the sho...
(he's nudged by Jason)
the historical records... out HERE?

MATHE EAR
Yes, in the last hundred years our society had fallen into 
disarray. Our goals, our values had become scattered. But since 
the transmission we have modeled many aspects of our society from 
your example, and it has saved us. Your courage, teamwork, 
friendship through the adversity...

They all exchange glances.

MATHESAR (cont'd)
In fact, all you see around you comes from the lessons garnered 
from the historical documents.

GWEN
THAT'S why you built this ship?

GUY
It's ... incredible.

JASON
Oh this? No, this isn't the ship. This is only the star port for 
the ship.
(a twinkle In his eye) 
You want to see the ship?

He pushes a button and a door opens leading to a DOCKING POD. 

32	INT. DOCKING POD

They enter.  He pushes another button and the doors close, and 
the transport starts moving. As it clears a wall, we see out the 
window A MAGNIFICENT AND BREATHTAKING VIEW OF THE ENORMOUS NSEA 
PROTECTOR DOCKED IN FRONT OF TH~...  They all gawk at the amazing 
sight, their eyes wide like children.

ALEXANDER
Oh my god, It's real.

GWEN
All this from watching the.. historical records?

MATHESAR
Yes, and from your supplementary technical documents, of 
course...

He motions to another alien who withdraws a number of brightly 
colored BOOKS and BOXES from a backpack. The actors look through 
the various FAN BOOKS and ENTERTAINMENT SOFTWARE bearing such 
titles as "THE OFFICIAL GALAXY QUEST BLUEPRINTS: NSEA PROTECTOR" 
and "VIRTUAL GAAAXY QUEST: THE CDROM EXPERIENCE." The actors 
exchange glances and then... Tommy begins to giggle. Alex looks 
at him, at the fan stuff, then out at the ENORMOUS SHIP, and he 
begins to laugh too... The others join in laughing like maniacs, 
hysterical, disbelieving laughter, as they head toward the GIANT 
SHIP.

33	INT. PROTECTOR - CORRIDOR

The group walks down the corridor, peeking into various rooms, 
more awestruck every second. As they pass each room, the CREW 
MEMBERS inside salute. FEMALE crew members pass occasionally, 
saluting and offering "Hello Commander's to Jason. This does not 
escape Gwen's notice.

(Guy always seems to be just outside the group, a little late, 
always trying to see between their heads...)

MATHESAR
The medical quarters are to the left...

The actor's WHISPER to Jason, all at once...

TOMMY 
What the hell is going on?!!?

ALEXANDER
Jason, what have you gotten us into?

GWEN
I don't believe this, it's insane.

FRED
Wow, the floors are REALLY clean.

JASON
Calm down everybody.   We're just here to negotiate General 
Sarris' surrender.

ALEXANDER
"Just!?"

MATHESAR
Weapons storage...

JASON
It's perfectly safe. I promise.

MATHESAR
... Maintenance facility...

GWEN
Jason, this is crazy! We should get out of here...

MATHESAR
Situations room... Dining hall...

4/29/99	(GREEN)

JASON
You want to go home? Fine. Say the word, and we'll all go home 
and feed the fish and pay the bills and fall asleep with the t.v. 
on and miss out on THIS. Is that really what you want? Anybody?

A beat. Clearly nobody wants to leave. A beat.

MATHESAR (cont'd)
The main barracks...

TWO HUNDRED crewmen rise to attention. Jason salutes back.

JASON
At ease men.

ALEXANDER
(awed)
Like throwing gasoline on a fire...

Alex turns to Guy, who is smiling ear to ear.

ALEXANDER (cont'd)
What?

GUY
I'm just jazzed to be on the show, man.'

33A	OMIT

34	GENERATOR ROOM

The group enters. The centerpiece of the room is a large 
pulsating ORB. When the orb dims, we see its surface has a rocky 
texture, like a large boulder. Many TECHS scurry about tending to 
the surrounding measurement devices.

MATHESAR
The generator room... Our Beryllium Sphere, of course... I hope, 
Tech Sergeant Chen, that this meets with your approval.

Fred runs his finger along a gleaming copper tube with authority.

FRED
Fine... Real clean.

Three YOUNGER CREWMEN approach and whisper to Mathesar. They 
argue a bit, then Mathesar reticently approaches Fred.

5/4/99	(GOLDENROD)

MATHESAR
Tech Sgt. Chen, I am sorry to ask this of you so shortly after 
your arrival. But members of our reactor staff have a question 
they find most pressing.

FRED
Uh huh?

LAHNK
Sir, we have had unexplained proton surges in our delta unit. 
They cannot be verified on the sub frequency spectrum, but appear 
on the valence detector when scanning the Beryllium Sphere. We 
are unable to resolve this problem and were hoping you would be 
able to advise us.

Everyone turns to Fred.  Silence.

FRED
Uh huh... I see... Well, that's a puzzler isn't it?...

The others exchange glances, wondering what he'll say. Then Fred 
turns to one of the Techs.

FRED
U.... What do you think?

NERVOUS TECH
That possibly... The valence bonds have shifted bi-laterally?

FRED
... What does that mean?

NERVOUS TECH
What does that mean?!!!  Yes, I see! Yes... It means that 
perhaps... the... bonding molecules have become covalent?!...

FRED
Covalent... Right. So...

NERVOUS TECH
So our solution is to introduce a bonding substrate! - A two 
molecule compound sharing a free electron - and bombard the ions 
with their reflective isotopes!

4/29/99	(GREEN)

FRED
OK!

The other TECHS grin, astonished.

LANK
Of course! It's so obvious!

TECH #2
Sergeant Chen, you're... a genius!

Fred waves off the praise modestly. Mathesar shoots a look to 
Lahnk as if to say "we're in good hands here."

MATHESAR
Now I suggest that you rest before we take the ship out of dock.  
These crewmen will escort you to your quarters.

4/29/99	(GREEN)

PAGES 34-35 OMITTED

4/29/99	(GREEN)

34A	OMIT

34B	INT. MEDIA ROOM

Tommy's escort NERU hands over various weapons to a grinning 
Tommy.

NERU
Here is your valence shield.  Your vox. Your magneto-pistol... We 
know you prefer a sensitive trigger. If there is anything else 
you require?

TOMMY
Uh, no, I'm good. Thanks. 
(Neru starts to exit)
Oh wait. Here you go.

Tommy stuffs a couple of bucks into Neru's hand.  Neru looks at 
the tip, perplexed, and exits.

35	INT. HALLWAY

Alex's young escort, QUELLEK, leads him down the hall. 

QUELLEK
Dr. Lazarus... I hope that I'm not breaching protocol but.. I am 
so very humbled to stand in your presence... I have studied your 
missions extensively... Though I am Thermian, I have lived my 
life by your philosophy, by the code of the Mak'tar.

ALEXANDER
Well good, that's very... nice.

QUELLEK
(emotional)
By Grabthar's Hammer, Dr. Lazarus, I-

ALEXANDER
Don't do that. I'm not kidding.

QUELLEK
I'm sorry, sir, I was only-

ALEXANDER
Just don't.

QUELLEK
...Yes sir.
(they come to a stop)
Your quarters sir.

36	INT. ALEX'S QUARTERS

Quellek opens the door and they enter.  The room is a grey square 
completely barren.

ALEXANDER
This is it?

QUELLEK
Yes sir. Marvelous, isn't it? Completely distractionless.

ALEXANDER
Where's my bed?

5/4/99	(GOLDENROD)

Quellek pushes a button and SIX LARGE SPIKES rise from the floor.

QUELLEK
Just as on your home planet, sir. If I may say, it took me three 
years to master the spikes, but now I sleep with a peace I never 
thought possible...

ALEXANDER
Is that the bathroom?

QUELLEK
Yes sir... The use of your waste facilities were strangely absent 
from the historical records, so we had to extrapolate purely on 
the basis of your anatomy.

37	INT. ALEX'S BATHROOM

They enter. Alex looks down at a thing that looks more like a 
torture device than a toilet, with elaborate 'tubes and stirrups 
and plugs going everywhere.

QUELLEK
You're quite complicated, sir.

Alex stares at the thing, despairingly.

38	OMIT

39	INT. GWEN'S CABIN

An exotic and beautiful room. Gwen is changing into her GALAXY 
QUEST uniform. There's a knock on the door.

JASON (O.S.)
It's Jason...

GWEN
One minute   I'm - 
(he enters)
Hey, I'm dressing.'

JASON
Oh come on, it's not like I haven't-

She finishes and turns.

4/20/99	(BLUE)

They just look at each other for a moment. Gwen breaks out into a 
smile, trying to find the words.

JASON (cont'd)
Yeah, I know.

GWEN
I just can't believe it. Any of it!  Look at this room!.. They 
designed it based on the Tuaran Pleasure ship from "historical 
document" thirty seven.
(looks at a mirror)
Oh and wait, wait, listen to this!
(looks up)
Computer?

COMPUTER
Yes?

GWEN
What's the weather like outside?

COMPUTER
There is no weather in space.

GWEN
I never get tired of that joke.

JASON
Let me try.  Computer? (no response) Computer?...

GWEN
Only answers to me.

JASON
But I'm the Commander!

GWEN
On the show I talk to the computer and repeat what it says. So 
that's what they built.

JASON
C'mon, we're wanted up on the command deck.

But Gwen holds her ground.

GWEN
Wait. When are you going to tell them?

4/20/99	(BLUE)

JASON
Tell them? About...

GWEN
Who we are. Don't you think they're going to be PISSED?

JASON
Are you kidding? I'm not going to tell them.

4/20/99	(BLUE)

GWEN
Well you have to tell them.  What if something happens? We're 
actors, not astronauts... We can't do this stuff!

JASON
It's not the STUFF. I mean, anybody can learn the STUFF...  The 
important thing is COMMITMNT. 99% of anything is just committing 
to it.

GWEN
Ninty-nine percent of ACTING is commitment. ACTING.  Stella Adler 
never manned a resonance cannon, she taught ACTING...

Gwen moves toward the door.

JASON
Hey... Hey where are you going?

GWEN
We have no right to do this. They deserve to know.

JASON
Gwen... Gwen, c'mon, wait, no!

Just then the door opens. Laliari enters.

LALIARI
Lt. Madison. The females of the ship have requested your imprint 
for archival purposes at the proposed Tawny Madison Institute for 
Computer Research.

Gwen looks at Laliari, her eyes softening as she imprints her 
hand in a glowing PAD.

GWEN
The Tawny Madison Institute...

Jason smiles. He knows he's got her.

GWEN (cont'd)
Well... maybe we could stay a LITTLE longer...

She brushes past Jason, and they exit.

4/6/99	(PINK)

40	INT. HALUWAY

Jason and Gwen turn a corner and join up with Tommy, Alexander 
and Guy. They keep walking toward the command deck.

TOMMY
What's going on?

JASON
I think we're going to exit the space port.

GUY
That should be something to see...

41	INT. COMMAND DECK

They enter and gawk at the familiar hub, waiting for the show to 
start... not realizing they ARE the show.

MATHESAR
If you would all take your positions...

THE ACTORS
Oh, right... US!  Yes, of course... US!

They take their positions, marveling at the familiar control 
panels in front of them. Tommy turns to Guy.

TOMMY
Look.. This thingy... I remember I had it all worked out. This 
was forward, back...

MATHESAR
Commander, some of the crew has requested to be present at this 
historic event.

Mathesar motions and a few CREWMEN enter, followed by a dozen 
more... followed by FIFTY more.  They stand around the periphery 
of 'the room, watching eagerly. Tommy turns to Guy.

TOMMY
No pressure, huh?  Glad I'm not the Commander.

COMMANDER
Okay, Lareo, take her out.
 
Everyone in the room turns their attention to Tommy.  His 
sarcastic smile drops.  He looks mortified. 

TOMMY
Excuse me?

JASON
They designed the ship from watching you. So... Take her out, 
Lieutenant...

Tommy stares down at his control panel.  It's pretty self 
explanatory, a throttle and a circular dial for direction. But 
daunting nonetheless.

TOMMY
Right. Okay, yeah, sure.

Everyone's eyes are glued to him as he moves the throttle forward 
slightly. The ENGINES COME TO LIFE, a massive exhilarating sound.  
Tommy giggles nervously. His hand trembles as he pushes the 
throttle further.  The ship start to move.  The actors exchange 
worried glances.

TOMMY
Oh god. Oh my god....

42	EXT. SHIP

You can feel the WEIGHT of 'the giant craft as it eases forward, 
sliiding through the sides of the dock.

43	COMMAND DECK

Everyone watches the forward monitor.  Tommy turns the NAVIGATION 
DIAL slowly.  Guy whispers to him...

GUY
More to the left... Stay parallel...

TOMMY
Hey, YOU want to drive?

44	EXT. STAR DOCK

Indeed, the ship is slightly off course... It's like trying to 
get out of a tight parking space with concrete walls to either 
side. And the ship is veering ever so slightly into one of the 
walls.

4/29/99	(GREEN)

45	INT. COMMAND DECK

Tommy turns the dial to correct... But it looks like the momentum 
might carry the ship into the wall anyway... Tommy PEGS the dial 
to the left... The others hold their breath as the bow of the 
ship moves closer and closer to the wall... Then... It TOUCHES.  
The sound of a soft but high pitched SCRAAAAAAAPE.

TOMMY
Oh shit.

46	EXT. STAR DOCK

The ship is stopped, just grazing the wall EVER SO SLIGHTLY.

47	INT. COMMAND DECK

All eyes are on Tommy. He doesn't know what to do... Should he 
continue forward, or back up, and scrape again for sure? The 
classic parking lot dilemma, magnified by ten thousand. Tommy 
grasps the throttle and moves it slightly forward... SCRAAAAAAPE.  
He keeps going, in too deep to back out now... And the ship 
continues to SCRAAAAAPE for a couple of horrible seconds as it 
completes the curve... And then it is free. The beautiful craft 
glides slowly out to open space... Jason and the others let out a 
sigh of relief.

JASON
Very good Lieutenant. Forward Mark two...

Tommy smiles, relieved. He pushes throttle to the "2".

TOMMY
Mark two, Commander.

48	EXT. SHIP

The ship glides out to space, only a relatively minor scrape of 
the paint job to show for the incident.

49	INT. DINING HALL

The crew and various aliens sit around the large table, eating an 
extravagant meal. Mathesar makes a toast.

MATHESAR
To our brave guests.  Few in this universe have the opportunity 
to meet their heroes.  We are blessed to count ourselves among 
them.

4/29/99	(GREEN)

JASON
Wherever a distress signal sounds among the stars, we'll be 
there, this fine
ship, this fine crew. Never give up, never surrender!

Everyone clinks glasses.  Quellek tips his glass to Alexander as 
Teb turns to Tommy.

TEB
We are sorry about the instrumentation, Lt. Laredo. There must 
have been a malfunction in the steerage mechanism.

TOMMY
(stern)
Just see that it doesn't happen again.

TEB
Yes sir.
(to Gwen)
How are you enjoying your food, Lt. Madison?

GWEN
Oh it's fantastic. French is my favorite.

TEB
Yes, we programed the food synthesizer for each of you based on 
the regional menu of your birthplace.
(turns to Alexander)
Are you enjoying your Kep-mok bloodticks Dr. Lazarus?

Alexander, miserable, toys with a bowl of living insects swimming 
in a disgustingly vomit-textured broth.

ALEXANDER
Just like mother used to make.

He pushes the bowl away, nauseated.

DISSOLVE TO:

DINING HALL - LATER

The actors are wilted, half asleep as Jason goes on...

JASON
The beast ROARED as I PLUNGED the knife again and again... I held 
on for dear life as it thrashed about! And that was 
(MORE)

4/29/99	(GREEN)

JASON (cont'd)
the day : learned that a Kilve Serpent bleeds red. (beat) What 
price man? What price man?

ALEXANDER
Tell me, Mathesar, this Sarris bloke we're flying to meet... What 
is it he wants exactly?

MATHESAR
For years, Sarris has plundered the resources of our planet. Our 
people, our technologies. We built this ship in order to find a 
new planet to settle. One far away from Sarris. We are not a 
people accustomed to confrontation. We are scientists. This ship 
was our salvation.

A tick jumps off of Alexander's spoon back into the soup.

MATHESAR
But Sarris found out about our plans just as we had completed 
construction of the
(MORE)

4/26/99 	(PINK)

MATHESAR (cont'd)
Protector II.  He heard about the device... The Omega 13.

GUY
The Omega 13... Why does that sound so familiar?...

GWEN
The lost footage. At the convention. The mysterious device in our 
last episo--historical document.

TOMMY
What is it? What does it do?

MATHESAR
We don't know.

GWEN
But... You built one, right?

TEB
We built... something... from the blueprints and what references 
we could find on your internet... Our computer neural nets made 
educated guesses in areas we were uncertain.  So there is 
actually much about the device we don't even understand.  We were 
hoping you could enlighten us.

JASON
Well, it's... This was a device we... 
(looks around for help) 
discovered on an alien planet.  We don't know what it does 
either.

TOMMY
Why don't you just turn it on and see?

TEB
It has at its heart a reactor capable of generating unthinkable 
energy.  If we were mistaken in our construction by even the 
slightest calculation, the device would act as a molecular 
explosive, causing a chain reaction that would obliterate all 
matter in the universe.

ALEXANDER
Let me at the switch.

4/26/99	(PINK)

JASON
Mathesar?. .. Has Sarris seen the.. historical records?

MATHESAR
NO, Thank God he has not.

JASON
Then how did he find out about the device?

MATHESAR
Our former Commander was not... Strong.

JASON
Former Commander?

MATHESAR
I'm sorry. You deserve to be shown.

He nods to a Crewman who pushes a button. A wall panel moves 
aside to reveal a large VIEWSCREEN.  An image appears with a lot 
of static, and the sound cuts in and out...

MATHESAR
The tape was partially demagnetized as it was smuggled off of 
Sarris' ship.

But through the static we can make out an image:  The former 
Commander, in ALIEN form, Is strapped to a metal board.  Each of 
his wrists and ankles is secured with mechanical devices and 
twisted in different directions.

MATHESAR
Originally, one of our own tried to lead...

ONSCREEN Sarris stands over the alien with a control panel.

SARRIS (ON MONITOR)
Is that all?  You have no more to confess to me? No? After three 
days of this you still require incentive?

Sarris moves switches on the panel. The device pulls at the 
alien's limbs, twisting them horribly. Bones crackle.

ALIEN COMMANDER (ON MONITOR)
I say again... I have told you all I know. To my shame, I have 
told you everything. If you have any mercy within you, please, 
let me die.

4/28/99	(YELLOW)

SARRIS
Oh I shall, I shall... When I grow weary of the noises you make, 
my little plaything, be assured, you shall die...

Sarris toys with his control panel. Mercifully the screen fuzzes 
up with static and we can only HEAR the bone chilling SCREAMS...

We PAN around the table, past GWEN, ALEXANDER, TOMMY, GUY...Their 
mouths open in horror as they watch the screen.  Camera stops on 
JASON.  He stares, the blood draining from his face.

50	INT. HALLWAY

The actors walk down the hallway behind Jason, panicked.

GWEN
We're leaving, Jason. We're leaving NOW.

JASON
Let me think. I need time to think.

ALEXANDER
He wants to THINK!?

TOMMY
No, Jason, that's a wrap!  There's nothing to think about!

GUY
Listen, I'm not even supposed to BE here. I'm just Crewman #6.  
I'm expendable. I'm the guy in the episode who dies to prove that 
the situation is serious! I'm leaving NOW.

Mathesar comes running up, looking distressed.

MATHESAR
Commander...

JASON
Mathesar, I need you to prepare pods for my crew.

GWEN
Your crew?  What about you?

Jason looks torn.  He starts to say something, but-

4/28/99	(YELLOW)

MATHESAR
Begging your Commander's pardon, sir, but we cannot launch pods 
at the moment. Sarris will surely detonate any objects leaving 
the ship.  (beat) Yes sir, he's
	(MORE)

4/26/99	(PINK)

MATHESAR (cont'd)
here now. Your presence is required on the command deck.

Everyone reacts, alarmed, and we

51	INT. COMMAND DECK

The actors enter the empty deck followed by Mathesar.

GWEN
There's nobody here. Jason...

JASON
Mathesar, maybe we should get some of your crew up here.

MATHESAR
I thank you for your consideration to our pride, but while my 
people are talented scientists our attempts to operate our own 
technologies under tactical simulation have been disastrous.

He leans over to Gwen's computer station as she sits, and pushes 
a button.

MATHESAR
I have raised Sarris on zeta frequency.

GWEN
Uh... Great. Thanks.

JASON
Still, Mathesar, your crew may nonetheless be helpful in certain-

But he is interrupted by the sight of SARRIS appearing on the 
large VIEWSCREEN.  Sarris now wears a metal eyepatch, and has a 
long scar across his cheek.

SARRIS
We meet again Commander.

The crew stares at Sarris. A frightening visage.

JASON
Yes... Hi Sarris... How are you doing?

SARRIS
Better than my Lieutenant.  He failed to activate ship's neutron 
armor as quickly as I'd hoped on our last encounter.

He brings into view a stake with the impaled head of his former 
Lieutenant. 

JASON
Right.  Well... Listen, I'm (laughs) I'm sorry about that 
whole... thing.. before. It was kind of a misunderstanding.  I'm 
sure we can work this out like reasonable people... How's the 
uh...
(motions to his eyepatch)
... that going to heal up? God, I hope so, I feel just awful 
about that.

SARRIS
Deliver the device now or I will destroy your ship.

JASON
Listen, I'd like to, but frankly.. I'm not even sure where it is, 
or even...

SARRIS
You have ten seconds.

JASON
All right. You got it. You win. I'll deliver it now.  Just give 
me a moment to set it up.

Jason motions to Gwen to cut the transmission.  Gwen nods.

JASON
All right, now nobody panic, I've dealt with this guy before and 
believe me, he's as stupid as he is ugly.

GWEN
Jason..

JASON
We're going to fire everything we've got at him, all right?

GWEN
JASON...

JASON
You just keep pushing those buttons, those there, send everything 
at him, okay?

Guy looks at the buttons labeled with icons of armaments.

GUY
...Okay

JASON
All right. Put me back on with him.

GWEN
I'm trying to tell you. You ARE on with him.

SARRIS
Perhaps I am not as stupid as I am ugly, Commander.

Jason turns to Gwen horrified.

JASON
I made the CUT THE LINE gesture. You nodded okay.'

GWEN
I thought It was the "We're dead" gesture! I was agreeing! Like I 
know where the hold button is???

JASON
(nervous jovial)
Listen, Sarris, you can't blame me for trying...

SARRIS
Of course not...

GUY
Guys... Red thingy moving toward the green thingy. Red thingy 
moving toward the green thingy!

JASON
What?

Guy motions to the radar screen. The red blip is about to impact.

GUY
I think we're the green thingy.

SARRIS
A present for you, Commander.

COMMANDER
Shit. Turn. Gun it' Get out of-

The shit is POUNDED BY A TORPEDO BLAST.  Now, unlike the "run 
back and forth" shake-the-camera explosions of the TV show, the 
result here is jarringly BRUTAL, like side-slamming a Hummer at 
70mph.  The entire crew goes FLYING from their positions and into 
the walls.  The lights FLICKER. 

They exchange glances, for the first time, bona fide FEAR In 
their eyes. This is REAL. Then ANOTHER blast sends them crumpled 
against walls and objects like rag dolls. The pain is palpable as 
they try to get back to their stations.

JASON
We've gotta get out of here!

Tommy looks at the sparkling map of lights on his dash.

TOMMY
Where?

JASON
Just GO! GO! DAMMIT PUNCH GO!

Tommy punches the red button. They all hold on for dear life as 
the ship roars forward, across the path of Sarris' ship.

GWEN
They're turning.  They're COMING.

An explosion rocks the ship.  Then another, and ANOTHER...

COMPUTER
The ship is sustaining structural damage.

GWEN
Guys, we're sustaining structural damage!...

JASON
Faster Tommy. Get us out of here!

TOMMY
It's as far as it goes!

GUY
They're still behind us...

JASON
We should have a turbo. I'm always saying "activate turbo 
boosters", right?...

TOMMY
Could be this.

JASON
Push It. Hold it down.

He pushes the turbo. The ship begins to VIBRATE.

COMPUTER
The enemy is matching velocity.

GWEN
The enemy is matching velocity.

ALEXANDER
We heard it the first time!

GWEN
Shit! I'm doing it! I'm repeating the damn computer!

Suddenly an image of Fred down in the generator room appears on 
the side viewscreen.  He's taking it all in stride.

FRED
Hi guys. Listen, they're telling me that the generators won't 
take it, the ship's breaking apart and all that. Just FYI.

The viewscreen goes black.  The ship ROARS forward.

ALEXANDER
We've got to stop!

JASON
We stop we die. Keep holding the thruster down Tommy!

ALEXANDER
You don't hold a thruster down! It's for quick boosts

JASON
Like YOU know?

The ship GROANS and CREAKS. Then a loud KLAXON sounds.

GWEN
I remember that sound! That's a bad sound!

Jason looks forward. In the distance is an amorphous MASS...

JASON
Maybe we can lose them in that cloud.

5/4/99	(GOLDENROD)

GWEN
I don't think that's a cloud...

As they approach, the "cloud" reveals itself to actually be 
thousands upon thousands of SLOWLY ROTATING OCTAHEDRONS.

JASON
Mathesar? What is that?

MATHESAR
It's the Tothian mine field left standing from the Great War of 
12185.

Their jaws drop as they see the vast array of MINES.

ALEXANDER
May I get the check?

GWEN
The ships are gaining...

JASON
Do your best, Tommy...

TOMMY
Oh god...

THE FIRST MINE HITS, ROCKING THE SHIP... BOOM!   Tommy SWERVES to 
avoid it, running into another mine.  Then another.  Tommy 
couldn't do worse if he were aiming for them.

ALEXANDER
Could you possibly try (BOOM!) not to hit (BOOM!) every (BOOM!) 
single (BOOM!) one!

TOMMY
They're drifting toward me... I think they're magnetic!...

52	EXT. PROTECTOR

The ship HURTLES FORWARD through the mine field, taking 
considerable damage as the mines impact.  PIECES of the ship fall 
off behind it...

52A	INT. SARRIS' SHIP

Calm, Sarris watches the PROTECTOR fly into the almost certain 
death of the mine field. His LIEUTENANT flies ahead eagerly.

LATHE
Continue forward, sir?

SARRIS
Patience, Lt. . Patience.

53	INT. COMMAND DECK

JASON
We're almost through... Come on... Hold...

The ship is now VIBRATING HORRIBLY. It GROANS and CREAKS hen.. 
RIVETS start to POP sending DEADLY PROJECTILES flying.

ALEXANDER
WE'VE HAVE TO STOP!

GWEN
FRONT ARMOR IS GONE! JUST SLOW IT DOWN A LITTLE!

JASON
NO!  WE'RE ALMOST THROUGH!

ALEXANDER
DON'T BE INSANE, STOP! FULL STOP!

JASON 
KEEP GOING! KEEP GOING!

TOMMY
WHAT DO IT DO? WHAT DO IT DO? 

And then suddenly a LOUD GRINDING noise. Then SILENCE. The 
vibrating stops. Gwen looks up from her radar screen.

ALEXANDER
What's happened?

TOMMY
The engines are dead. We're drifting.

JASON
Are they behind us?

GWEN
No, I don't think so... Wait. They're not but...  Something is. 
(beat) Oh my god.

They look out the rear view screen to see...  TWO DOZEN MAGNETIC 
MINES BEARING DOWN ON THEM IN A CLUSTER.

JASON
DOWN!

They barely have time to brace themselves as the ship is ROCKED 
by WAVES of explosions.  They hit the floor and try to ride it 
out. It's brutal...

5/4/99	(GOLDENROD)

EXT. SHIP

The last of the mines explodes and the ship is sent tumbling 
lifelessly end over end through space. The exterior lights are 
dark. The once shiny hull now blackened and ragged.

55	INT. COMMAND DECK

The deck looks dead and empty. Smoke is in the air. The lights 
are dim. The sirens have stopped. It's completely silent. The 
crew slowly emerges from behind panels and equipment, bruised and 
bloodied. Jason moves to Gwen.

JASON
Are you all right? 
(she nods, rising)
Tommy. Where's Tommy?

They hear a GROAN.  Tommy is crumpled against the wall, his arm 
twisted impossibly.  He's in agony.

TOMMY
It's broke... Oh God... Oh God...

MATHESAR
I'll take him to medical quarters.

They exit, limping. Alexander rises, moves past Jason. Blood 
trickles down his forehead.  In a mocking tone...

ALEXANDER
"Go into the cloud! ...

GWEN
Alex? Where are you going?

ALEXANDER
To see if there's a pub.

He exits.  The others turn to Jason, their faces sooty, their 
clothing torn and bloody.

56	INT. SHIP STRATEGY ROOM

The crew sits around the room, licking their wounds. Alexander 
nurses a blue beverage. Tommy examines a high tech metallic cast 
on his arm.

COMPUTER
...Forward thruster shaft, 87% damage... Left vector guards, 96% 
damage... Level 5 structural breaches in quadrants 32, 34, 40, 
43, 58...

4/20/99	(BLUE)

JASON

And the engines?

GWEN
Computer, what about our engines? Why don't we have power?

COMPUTER
The Beryllium Sphere has fractured under stress.

GWEN
It's fractured...

JASON
Can it be repaired?

GWEN
Computer, can it be repaired?

COMPUTER
Negative. The Beryllium sphere will have to be replaced.

GWEN
We need another one.

GUY
Shit, the Beryllium sphere. That's bad...

ALEXANDER
(to Jason)
You broke the ship. You broke the bloody SHIP! I told you you 
don't hold down a turbo. You push it once, maybe twice for a 
boost but you don't HOLD it.

JASON
Do we have a replacement Beryllium sphere onboard?

GWEN
Computer, do we have a replacement Beryllium sphere onboard?

COMPUTER
Negative, no reserve Beryllium sphere exists onboard.

GWEN
No, we don't have an extra Beryllium sphere.

4/26/99	(PINK)

TOMMY
You know, that's really getting annoying.

GWEN
(deadly)
I have ONE job on this lousy ship. It's stupid, but I'm going to 
DO it. GOT IT?

TOMMY
(intimidated)
Sure, no problem.

Suddenly the door opens and seven Aliens enter, led by Mathesar. 
They look VERY SERIOUS.  Guy exchanges an "uh oh" glance with 
Tommy... But the aliens fall to one knee, lowering their heads.

MATHESAR
A thousand apologies. We have failed you.

JASON
You what?.. What are you talking about?

MATHESAR
(wracked with sadness)
We have seen you victorious in many more desperate situations. 
The fault must lie with us, with the ship...

Gwen shoots Jason a glance... TELL THEM.

JASON
No... Listen, Mathesar. it's not your fault.  We're... We're... 
.....

He can't bring himself to finish.

GWEN
We're not the people you think we are.

MATHESAR
I don't understand.

ALEXANDER
Mathesar, don't you have television on your planet? Theater? 
Films?

MATHESAR
The historical documents of your culture... Yes, in fact we have 
begun to
(MORE)

4/28/99	(YELLOW)

MATHESAR (cont'd) 
document our own history, from your example...

GWEN
No not historical documents... They're not all historical 
documents... I mean... surely you don't think Gilligan's Island 
is a...

Mathesar and the others exchange sad glances...

MATHESAR
Those poor people...

TOMMY 
Hoo boy...

Mathesar and the others exchange quizzical looks.

GWEN
Does no one on your planet behave in a way that is contrary to 
reality?

MATHESAR
Ah. You speak of...

Unable to bring the words to mind, he confers with his fellows.

MATHESAR
"Deception..." "Lies."

JASON
Well... Sort of...

MATHESAR
We have become aware of these concepts only recently. In our 
dealings with Sarris. Often Sarris will say one thing, and do 
another. Promise us mercy and deliver destruction... It is a 
concept we are beginning to learn at some great cost.
(a worried beat)
But if you are saying that any of you could have traits in common 
with Sarris.

5/4/99	(GOLDENROD)

He starts to laugh, and the other aliens join in.

MATHESAR
You are our protectors... Our heroes. You will save us.

Suddenly a VIEWSCREEN lights and we see Fred on the monitor from 
down in the generator room.

FRED (ON SCREEN)
Hey Commander. Listen, we found some Beryllium on a nearby 
planet. We might be able to get there if we re-configure the 
solar matrix in parallel for endothermic propulsion. What do you 
think?

JASON
I...Well, uh... Yes, absolutely.

Fred turns to two young TECHS next to him, then licks and sticks 
two sticky GOLD STARS onto their wrists. They beam.

FRED
Correct! Gold star for you and a gold star for you...

57	EXT. SHIP

The ship lumbers slowly forward.  In the distance we see the 
swirling globe of a colorful and mysterious PLANET.

58	INT. SURFACE POD BAY - LATER

Jason, Gwen, Tommy, Fred and Guy enter the small surface pod. 
Quellek, Alexander's protege, steps forward, hands Alex a device.

QUELLEK
Dr. Lazarus, here is your surface mapper.  I have programed it to 
the coordinates of a Beryllium Sphere of sufficient density.

ALEXANDER
Thanks.

QUELLEK
(emotional)
Good luck on your mission, Sir. By Grabthar's Hammer, by the Suns 
of Warvan I wish you-

ALEXANDER
(holds up a warning finger)
Uh uh! What did we talk about?

QUELLEK
Right... Sorry, sir.

59	INT. SURFACE POD

Tommy pilots the craft as the pod approaches the beautiful and 
mysterious planet. Guy looks out the window nervously.

GUY
I changed my mind. I want to go back.

ALEXANDER
After the big fuss you made about not getting left behind on the 
ship?

GUY
Yeah, but that's when I thought maybe was the crewman that stays 
on the shin and something is up there and it kills me, but now 
I'm thinking I'm the guy who gets killed by some monster five 
minutes after we land on the planet...

JASON
Guy, you're not going to get killed on the planet, okay?

GUY
Oh, I'm not? I'm not? Then what's my last name?

JASON
Your last name.

5/4/99	(GOLDENROD

GUY
Yeah, what is it?

JASON
It's... I don't know.

GUY
No. Nobody does. Do you know WHY? Because my character Isn't 
IMPORTANT enough for a last name. Because I'm going to DIE five 
minutes in, why bother to come up with a last name for me?

GWEN
Guy, you HAVE a last name. We just don't KNOW it.

GUY
Do I? DO I?  For all you know I'm just "CREWMAN #6"!  
(hysterical) Okay, it's FLEEGMAN! Guy FLEEGMAN! There! Now I'm a 
whole person! I can't die! FLEEGMAN! THEY CAN'T KILL ME NOW, CAN 
THEY? CAN THEY?

Jason slaps him.

GUY
See? I'm the hysterical guy who needs to be slapped, and then I 
die!

ALEXANDER
(sighs)
Are we there yet?

60	EXT. SURFACE POD

The pod makes its way toward the surface.

61	INT. POD

The ship shakes as it lands. Everyone exchanges anxious glances. 
As they set down everyone applauds, complimenting Tommy on the 
landing.  Tommy looks away, shamed.

TOMMY
Autopilot.

Everyone looks away, disappointed. Suddenly the HATCH opens with 
a loud PHHHHT of air decompression.  Fred has opened it.

GUY
What are you doing!  You don't just open the door! It's an alien 
planet! Is there air!? You don't know, do you!

3/4/99	(GOLDENROD)

Fred sniffs the air.

FRED
Seems okay.

Guy sighs.

62	EXT. PLANET SURFACE - DAY

The six exit the craft tentatively. Guy looks around, 
apprehensive.

JASON
Which way, Alex?

Alexander looks down at his mapper.

ALEXANDER
This way... Wait, no, that way...

They turn in the opposite direction.

TOMMY
You were holding it upside down weren't you?

ALEXANDER
Shut up.

TOMMY
You know, with the makeup and everything1 I actually thought he 
was smart for a second.

ALEXANDER
You think you could do better "Laredo?"

TOMMY
Hey, watch that "Laredo" shit.

GUY
We're screwed... We're so screwed...

JASON
All right, let's all settle down.  If we're going to get through 
this we're going to have to exercise self control.

GWEN
Self control?  That's funny coming from the guy that slept with 
every Moon Princess and Terrakian slave girl on the show!...

5/4/99	(GOLDENROD)

JASON
Did it ever occur to you that if you had been a little more 
supportive you could have held on to me?

GWEN
I could have held on to YOU! ...

ALEXANDER
We re really going to do this HERE?

63	OMIT

64	ROCKY INCLINE - "SPOOKYVILLE"

It's darker here, more menacing.  Jagged cliff overhangs form 
spooky shapes.  Guy looks around nervously.

JASON
How much further?

Alexander measures the distance on the device between his fingers 
and holds them up.

ALEXANDER
About this much.

JASON
What's the scale?  Is that ten miles? A hundred miles?

ALEXANDER
THIS much.

Guy glances back to see the rocky trench they just passed 
through. The ROCK SHAPES jutting from the walls look vaguely like 
arms and hands...

Suddenly Guy YELLS as he drops out of frame. The others turn to 
see him on the ground, struggling, his foot lodged in a crevice 
in the landscape.

GUY
It's got me it's got me! See? FIVE MINUTES! I told you!

Jason runs back and starts to help extricate Guy. He pulls his 
foot free and looks around.

GUY
Something grabbed me! IT DID.

5/4/99	(GOLDENROD)

The others shake their heads and continue forward. Guy rises, 
trying to put his shoe back on as he runs to catch up.

JASON
Easy son. It's just your imagination.  Hang tough.

He clasps Guy's shoulder in a commanderly way.

GWEN
You're playing your good side.

JASON
Don't be ridiculous.

ALEXANDER
And note the sucked in gut.

TOMMY
...Sleeves rolled halfway up the biceps...

FRED
It's the rugged pose.

The all nod in agreement. Jason is about to object, when suddenly 
everyone is stopped in their tracks by SPOOKY ALIEN WHISPERING 
and the sound of CRITTERS climbing around the surrounding cliffs.

GUY
That's it, that's what's going to kill me.

JASON
Let's just pick up the pace a little, shall we?

65	CREST OF HILL

They climb to the crest, out of breath.  Guy arrives last.  They 
clear the ridge and Look down onto

66	VALLEY BELOW - MINING OUTPOST

Below there is a small ABANDONED MINING FACILITY.  Wind WHISTLES 
through various structures and power stations.  In the center of 
the outpost sits a large shimmering boulder.

JASON
There it is. The Beryllium sphere.

5/4/99	(GOLDENROD)

ALEXANDER
Must be some sort of mining facility.

GWEN
Where are the miners?

GUY
Something BAD happened here.

TOMMY
Will you relax?

Suddenly they become aware of a SMALL BLUE CREATURE emerging from 
one of the structures.  It's blue and looks somewhat like a human 
child.  It moves to a small pool of water and begins drinking.  
Its movements are very quiet and tentative. Then a few more BLUE 
CHILDREN emerge and join the first.

GWEN
(smiling, amazed)
Look at that... Will you LOOK at that... They look like little 
children...

ALEXANDER
Could they be the miners?

FRED
Sure. They're like, three years old.

ALEXANDER
MINERS, not MINORS.

He pronounces the two words exactly the same. Fred looks at Alex 
like he's crazy.

FRED
You Okay, Alex?

GUY
I don't like this... I don't like this at all...

GWEN
Oh, they're so cute.

GUY
Of course they're cute NOW. But in a second they're going to turn 
MEAN and UGLY somehow and then there are going to be a million 
MORE of them!...

5/4/99	(GOLDENROD)

Then another blue creature emerges. This one limps, its leg is 
hurt. It moves forward, DRAGGING its bad foot along the ground, 
making NOISE.

EVERYONE
Awwww..... It's hurt...

Gwen rises up a little, tentatively waving at Limpy...

GWEN
Hi!... Hi there little guy...

Guy PUSHES her down behind the rock before the creatures notice.

GUY
Jesus, didn't ANY of you watch the show!?

The BLUE CHILDREN turn toward Limpy, and begin whispering in an 
alien tongue...

ALIEN CHILDREN 
Gorignak... Gorignak.... Nak nak!

GWEN
Aw, look. They're helping the hurt one...

Indeed the others move to the hurt creature, cocking their heads 
to the side empathetically...

Then suddenly we see the aliens SMILE with SHARP RAZOR TEETH, 
their mouths SPREADING OUT IMPOSSIBLY ON THEIR FACES.  They 
DESCEND on LIMPY, ripping him apart.  We only see a GEYSER OF 
BLOOD from the center of the blue circle....  Our group is 
silent, horrified.

GUY
I am SO SICK of being right.

GWEN
(stunned horror)
Let's get out of here before one of those things kills guy.

JASON
We gotta get that sphere, or we aren't going anywhere.

Reluctantly, they all nod in agreement.

5/4/99	(GOLDENROD)

JASON
All right... here's the plan:  First, Fred, we need a diversion 
to clear those things out of the compound, then Gwen, Alex, Fred 
and I go down to get the sphere.  Any of those things come back, 
give a signal. Guy, you set up a perimeter.

GWEN
Why does this sound so familiar?

TOMMY
"Assault on Voltareck III."  Episode... 31 I think.

GUY
We're doing episode 31?

TOMMY
Whatever, the one with the hologram. The wall of fire.

GWEN
How the hell is Fred supposed to project a hologram?

GUY
We're doing episode 31, Jason?

JASON
It doesn't have to be a hologram... Just a diversion.

GUY
Jason, are we doing Episode 31 or not?

JASON
It's a rough plan, Guy! What does it matter if we're doing 
episode 31 or not?!

GUY
BECAUSE I DIED IN EPISODE 31!

ALEXANDER
(interrupting)
This is ludicrous.  Why are you listening to this man?  Must I 
remind you that he is wearing a costume, not a uniform?...  He's 
no more equipped to lead us than THIS fellow. 
(motions to Guy) 
No offense.

5/4/99	(GOLDENROD)

TOMMY
You have a better plan, Alex?

ALEXANDER
As a matter of fact, I do. Look at their eyes. They're obviously 
nocturnal. Come sundown they will go into the forest to hunt.   
So our plan is simply to wait for nightfall instead of mounting 
an insane assault in full daylight simply because we did it that 
way in episode 31.'

The others look convinced.  Jason looks down, defeated. Everyone 
starts to settle in to wait for SUNDOWN.

67	EXT. RIDGE OVERLOOKING MINING OUTPOST - DUSK	67

Two hours later, the SUN is setting.  Everyone rises to begin 
their assault, as the last glow sinks Into the horizon.  They 
start forward when... THE SECOND SUN (the BIG one) rises up 
behind them, lighting the planet brightly. The actors turn to 
Alexander who looks away, sheepishly.  Jason smiles, vindicated, 
and stands, back in charge.

JASON
As I was saying... Fred, we need some sort of diversion. Some 
sort of Hologram or optical illusion or...

He looks at Fred, who looks up at him, completely lost.

FRED
A hologram...

JASON
(gently)
Never mind, Fred....

FRED
No, no... I'll think on it...

GWEN
Jason, look.

They all look down to see that the blue demons have already 
deserted the complex.

TOMMY
They're gone.

GUY
Where'd they go? Back inside?

5/4/99	(GOLDENROD)

GWEN
I don't know.

ALEXANDER
Nobody was WATCHING?

JASON
All right, Gwen, Alex, Fred, follow me.  Guy, set up the 
perimeter. Tommy, you keep a lookout, make a signal if they come 
back.

TOMMY
What kind of signal?

JASON
Anything.

TOMMY
Okay, I'll do this... 
(barely audible)
"Caw Caw!"

JASON
Tommy, we have these...

He motions to his vox.

TOMMY
Oh, right, sorry.

JASON
Okay, let's go.

Jason, Gwen, Alex and Fred start down the hillside leaving Tommy 
and Guy alone.  They stand there for a second, looking at each 
other.

TOMMY
You have no idea what a perimeter is, do you?

GUY
Not a clue. You?

TOMMY
I think he just likes pointing at things.

68	OMIT	68

69	DOWN THE RIDGE	69

Jason is in full action mode... He uses dramatic commando tactics 
he's acted on the show, such as ducking behind a

5/4/99	(GOLDENROD)

rock, peeking out, rolling on the ground to the next rock. Gwen, 
Alex and Fred just stroll down casually behind him.

GWEN
How does the rolling help, actually?

JASON
It helps.

A beat.

GWEN
Where's your gun?

He pats his hip, the gun is gone.  It has obviously fallen over 
the cliff in his roll.

ALEXANDER
"It helps."

70	CLEARING ON THE RIDGE 70

Tommy keeps a lookout through the binoculars: Below, Jason and 
the others sneak into the compound and head toward the sphere.  
The abandoned compound is spooky.  A battered metal door sways in 
the wind with a CREAK

GWEN
Those blue things ate everybody here?

ALEXANDER
It doesn't make sense... Surely they could have fortified the 
compound against those creatures...

Fred passes a metal console with a number of broken 
viewscreens... One, however is partially intact.  Fred pushes a 
button and the viewscreen lights up with a blurry VIDEO PLAYBACK 
of MAYHEM: Through a DUSTSTORM we see a number of ALIEN MINERS 
run panicked through the compound. We hear thunderous CRASHES, 
like FOOTSTEPS  A TERRIFIED MINER - face wrapped in cloth except 
for the eyes - stares into the camera, mumbling, out of his mind 
with fear.

MINER
Gorignak!... Gorignak!...

The image goes blank... The actors look at each other.

JASON
Anybody want to wait around to find out what a "Gorignak" is?

(MORE)

5/4/99	(GOLDENROD)

JASON (cont'd)
    (they shake their heads "no")
Let's do this.

GWEN
Clenched jaw...

JASON
Will you stop RIDING ME?!

7l	ON THE RIDGE	71	

Tommy looks down onto the compound with binoculars to see Jason 
and the others below moving toward the beryllium sphere.  He PANS 
to the compound. Good, no blue children.

GUY
I know what it is... I know what it is... It's not what's ON the 
planet. It IS the planet...

As Guy continues to babble his theory, TOMMY pans back and forth 
between JASON and the others at the SPHERE, and the deserted 
COMPLEX... Jason and the others start to ROLL the sphere. It 
moves forward with a ....... We PAN OVER to see a blue HAND 
emerge from one of the structures... Tommy looks concerned.

GUY (O.S.)
There's a life force here. The blue things... Did you see how 
they moved? Careful. Quiet. Like they didn't want something 
DISTURBED....

TOMMY'S POV from THE SPHERE RUMBLING forward to THE DEMON 
CHILDREN EMERGING FROM THE MINING STRUCTURES.

TOMMY
Oh.  Shit.

72	DOWN AT THE MINING COMPOUND	72

Jason and the others strain to push the boulder toward the 
incline.

JASON
C'mon, push!  Never give up, never surrender!

EVERYONE
Oh shut up!..

Suddenly they all FREEZE as they notice the returning DEMONS. The 
monsters gather around them, forming a vicious circle of 
slavering teeth. Silence for a beat, then:

5/4/99	(GOLDENROD)	QA.

TOMMY ON VOX (0.5.)
Caw! Caw!	

ALEXANDER
Spare me.

Suddenly a series of MAGNITO-PISTOL BLASTS ring out, melting 
random pieces of equipment, walls and putting holes in the 
walkways... The aliens SCATTER for cover.  Gwen and the others 
turn to see TOMMY coming with the gun in his hand, followed by 
Guy.

TOMMY
Sorry Guys... It just went off.

JASON
Good work, Tommy.  Let's go!

They PUSH the over the lip of the incline. It starts to roll on 
its own...

73	INCLINE	73

Jason and the others run with all their might to keep up with the 
sphere. Jason looks over his shoulder then turns forward.

JASON
Don't look back. DO NOT look back.

Gwen can't resist.  She looks back to see... HUNDREDS OF BLUE     
* DEMONS coming over the hillside like a TIDAL WAVE.

74	NEAR THE SURFACE POD	74	

The actors roll the sphere to the pod and up the pod ramp. But 
the boulder now blocks the pod door. Gwen helps Guy inside, then 
squeezes through herself, followed by Tommy.  Alexander and Jason 
both motion each other forward.

ALEXANDER
Go ahead!

JASON
You go first! There's no time!

ALEXANDER
Oh, of course, I forgot! YOU have to be the hero, don't you?... 
Heaven forbid anyone else get the spotlight once! Oh no, Jason 
Nesmith couldn't possibly-

Jason cold cocks him, knocking him unconscious and lifts him 
through, then starts to squeeze through himself.

5/4/99	(GOLDENROD)

75	INT. SURFACE POD 	75

JASON
Tommy, I'm in, push go now!

Tommy pushes the button when suddenly Jason is GRABBED BY THE 
ANKLE by FIVE PAIRS OF DEMON HANDS and dragged back outside just 
as the door closes behind him.

GWEN
Oh my god! Tommy! Stop the pod! Stop the pod!

TOMMY
I can't...  It's on autopilot!...

As they pod ascends they all move to the window to watch 
horrified as Jason disappears into the middle of the huge blue 
mob that surrounds him.  Alexander regains consciousness, looks 
around.

ALEXANDER
He knocked me out the sonofabitch. Where is he?

GWEN
(horrified)
Down there.

Alexander joins the others, looks down at the blue mob below.

ALEXANDER
Oh right, of course... It's always about YOU, isn't it?!

76	EXT. PLANET SURFACE	76

Back at the surface Jason is surrounded by the menacing DEMONS, 
who stare down at him with their chilling SMILES. Their strange 
whispered language is translated into SUBTITLES.

DEMON #1
What do you suppose it is?

DEMON #2
(momentarily introspective)
I don't know. Strange, it looks like a child.

DEMON #1
What should I do?

5/4/99	(GOLDENROD)

DEMON #2
Hit it with a rock. Then we'll eat it.

Demon #1 lifts a rock and Jason doesn't have time to object 
before the demon CLUBS him.  They lean in, their mouths opening 
for the kill when a SHADOW washes over them. A Blue Demon looks 
up over his shoulder, TERRIFIED. He whispers a meek...

DEMON
Gorignak...

77	INT. SURFACE POD BAY	77

The pod door opens and Gwen, Alexander and the others exit, out 
of breath. They're greeted three of the Generator Room Techs, as 
well as Teb.

GWEN
We got the Sphere but the Commander's down there with a bunch of 
cannibals!  Teb, reset the pod, we're going back.

TOMMY
That thing's not going to get us down there fast enough.  Face 
it, he's dead.

GWEN
Wait, Fred, what about your thing, you know... "Digitize me, 
Sergeant Chen!"

FRED
...The digital conveyor.

GUY
Of course... We'll just zap him up with the digital conveyor!

TOMMY
Do we have one of those, Teb?

Teb nods. They exit running. Fred looks a little unsure...

5/4/99	(GOLDENROD)

78	INT. CORRIDOR		78

Gwen, Alexander, Fred, Tommy, Guy and the technician Teb run down 
the hallway. Huffing, Alexander turns to Gwen.

ALEXANDER
You said "the Commander.

GWEN
What?

ALEXANDER
Back there. You said "the Commander is down there with a bunch of 
cannibals."

GWEN
No I didn't.

ALEXANDER
Yes you did.

TOMMY
I heard it too.

GWEN
Is this really the most important thing we could be talking about 
right now?

EXT. PLANET SURFACE - ROCKY TRENCH

Jason lies unconscious on the ground.  We hear a SNORT and see 
his shoulder moved by a large alien SNOUT.  Jason opens his eyes 
to see a GRUNTING BEAST, like an oversized pig but

5/4/99	(GOLDENROD)

somewhat reptilian. From above along the rock walls Jason can 
hear the sound of the blue demons WHISPERING...

DEMONS
Gorignak... Gorignak.

Jason rises quickly, reaches for his gun, but it's gone. Looking 
for a weapon, he quickly removes his shirt and SNAPS it at the 
beast, trying to drive it away.  The beast CHOMPS at him, holding 
its territory. Suddenly Gwen's voice sounds.

GWEN (ON VOX) 
Jason.. Can you hear me?

JASON
Yes. Yes, I'm here!

80	INT. SHIP - DIGITAL CONVEYER ROOM	80

Gwen, Alexander and the others watch Jason on a viewscreen.

GWEN
Thank God. Are you okay?

JASON
Yeah. But I've got Gorignak staring me in the face. I think I can 
take it though...

GWEN
Jason, we're going to use the digital conveyer to get you out of 
there.

Jason swipes at the pig lizard. It HISSES at him petulantly.

JASON
The digital conveyer?  You mean I'm going to get diced into cubes 
and sorted up there in a thousand pieces?

FRED
Right.

JASON
I'll take my chances with Gorignak.

The pig Lizard NIPS at Jason. Jason throws a rock at it.

GWEN
Jason, we've got to get you out of there. It's perfectly safe, 
isn't it, Teb?

TEB
It has never been successfully tested.

JASON
What?  What did he say?

GWEN
Nothing. Hold please.

She switches off the vox, they turn to Teb.

TEB
Theoretically the mechanism is fully operational. However, it was 
built to accommodate your anatomy, not ours. Our actual hands are 
six fingered and jointed ninety degrees to yours. But now that 
Sergeant Chen is here he can operate it... It was designed 
watching his motions from the historical records.

Everyone turns to Fred.  For the first time, he looks a little 
apprehensive. He laughs nervously.

FRED
Well I mean I can't... I can supervise of course, but...

ALEXANDER (TO VOX)
Jason, we're going to test it.

JASON
Okay... On what?

TOMMY
How about the pig-lizard?

JASON
Hey I was doing okay with the pig lizard.

Alexander and the others move aside to let Fred at the control 
panel. The controls are complicated, and fit Fred's hand like 
metal gloves.  Teb GASPS as he grasps the controls.

TEB
I'm sorry. It is very exciting to see the master at the controls. 
The operation of the conveyer is more art than science.

Fred moves his hands and the creature is TARGETED in crosshairs 
of the instrument panel.  He slowly twists his wrist as he 
manipulates a  ever cautiously and....

81	ON THE PLANET'S SURFACE	81

The pig lizard digitizes and disappears.

82	CONVEYOR ROOM	82

Everyone LOOKS very impressed.  Fred starts to smile,  "no sweat" 
as the creature rematerializes on the platform.  But something is 
very wrong.  We hear the thing's HORRIBLE SQUELS over the 
disgusted reactions of the crew. 

JASON
What?  What?

ALEXANDER
(singsong)
Nothing.

JASON
I heard something. A squeal.

GWEN
Oh no. Everything's fine.

TEB
But... the animal is inside out.

JASON
I heard that! It's INSIDE OUT!

Then the monstrous remains of the creature EXPLODES.

TEB
And It exploded!

JASON
What? Did I just hear that It came back INSIDE CUT, and 'then It 
EXPLODED? Hello?

GWEN
Hold please.

83	PLANET SURFACE	83

Jason looks up to the rock ledge. The unseen DEMONS continue to 
chant "GORIGNAK... GORIGNAK...

JASON
Wait, the pig lizard is gone. Why are they still chanting for the 
pig lizard?

GWEN
Turn on the translation circuit.

Teb flicks a switch and we hear the Demons in English.

DEMONS
ROCK... ROCK... ROCK...

Suddenly Gwen and the others notice that the entire ROCK FACE 
behind Jason moves slightly, like a granite MUSCULATURE... Jason, 
facing forward, doesn't see it. 

GWEN
Jason?...  I don't think the pig lizard was Gorignak...

JASON
What the hell are you talking about?

Behind Jason, the boulders in the wall begin moving forward, 
EMERGING from the rock face, and a GIANT emerges... A MONSTER 
made of granite... Jason turns slowly, with a feeling of dread, 
as he hears the rumbling SOUND of the monster's body freeing 
itself from the rock face around It

JASON
Oh darn.

He takes a step back, holding his puny wooden spear.  The ROCK 
MONSTER steps forward, 20 feet tall. Its face mostly featureless 
yet ominous and determined and upset, and it heads straight for 
JASON.

JASON
Guys, digitize me...

Jason backs away slowly, around the corner, but the monster 
follows CRUNCH CRUNCH forward...

JASON
Guys...?!!

84	INT. SHIP - DIGITAL CONVEYER ROOM	84

Fred looks genuinely distressed.

GWEN
C' non Fred... They based it on YOUR hand movements. 

Fred backs away, terror on his face... He starts talking to 
himself nervously...

FRED
All my professional life they'd say "can you ride a horse" Fred? 
And I'd say "Of course, since I was a boy!"  "Can you fence 
Fred?" "Funny you should ask, I've won six international 
competitions."  I learned never to say I can't do this.  You 
don't get the part if you say I can't do this.  But this is life 
or death!  May God forgive me Jason but I can't do this.  

85 ON THE PLANET

Jason is in a FULL OUT RUN being chased by the ROCK MONSTER which 
STOMPS forward, DEMOLISHING everything in its path.

ALEXANDER
Fred's no good, Jason. You're going to have to kill it

JASON
KILL IT? Well I'm open to ideas!...

TOMMY
Go for the eyes. Like in episode 22 with-

JASON
It doesn't have eyes.

TOMMY
The throat, the mouth... Its vulnerable spots.

JASON
It's a ROCK. It doesn't HAVE vulnerable spots!

GUY
I know...  You contruct a weapon.  Look around, can you form some 
sort of rudimentary lathe?...
 
JASON
A LATHE??? Get off the line, Guy.'

The monster's shadow falls over Jason..

JASON
ALEXANDER??? PLEASE? You're my advisor, advise me!

ALEXANDER
... . Well  you have to figure out what it wants... What's its 
motivation?

JASON
It's a DAMN ROCK MONSTER!!! It doesn't HAVE motivation!

ALEXANDER
That's your problem.  You were never serious about the caraft...
(closing his eyes)
"I'm a rock... I just want to be a rock... Still. Peaceful.. 
Tranquil.." ..."Oh, but what's this?  Something's making noise... 
No, not noise, no... MOVEMENT.  VIBRATIONS.  Make the vibrations 
stop, they go straight into me like a knife!... I must CRUSH the 
thing that makes the vibrations..."

JASON
Am I crazy, or do you actually have something there?

Jason reaches down and grabs a handful of small rocks. But at 
that moment the rock monster reaches down and GRABS him in his 
fist. Jason is carried into the air and dangled above the beast's 
mouth. Jason keeps his composure enough to toss one of the rocks 
at a natural rocky OVERRANG along one wall. The thrown rocks 
dislodge a few more rocks in the wall which TUMBLE to the ground, 
making NOISE.  The rock monster TURNS toward the sound.  The 
monster drops Jason.  Jason lands, throws another rock. The 
monster CHARGES toward the wall, causing an AVALANCHE, burying 
the monster. All is still.

86	IN THE SHIP 	 86

The actors CHEER, but their relief is short lived as...

87	ON THE PLANET - 	87
The rubble RE-FORMS and the monster EMERGES, even LARGER than 
before! It begins to make a beeline for a perplexed Jason.

JASON
But I'm not moving, I... Oh no. My heartbeat.

IN THE ROCK MONSTER'S POV we head toward Jason and hear Jason's 
heartbeat magnified like a drum, THA-THUMP THA-THUMP.

JASON
Fred?  Fred, can you hear me?  You've got to do this... It's up 
to you.

88	ON THE SHIP -.	88

Fred moves to the panel, mortified.

FRED
No, I'll kill you. .

JASON
Listen Fred. You did this for four years on the show. You can do 
it now... Put your hands on the controls.. 

Fred puts his trembling hands on the controls... Sweat pours down 
his temple.  

FRED
I don't know... I don't know.

The monster picks up speed. STOMP STOMP STOMP.

JASON
Fred, I worked summer stock with Hopkins. Regional theater with 
Hoffman. But I swear to God I have never met an actor who could 
hit his mark, or nail his lines with the professional consistency 
of a Freddy Kwan. You're Mr. Dependable... You can do this.

FRED
You worked with Hopkins? I worship Hopkins.

Fred draws confidence from these words. The Monster is upon 
Jason... It raises its fist...

JASON
Digitize me, Fred. 

A moment of concentration - as everybody holds their breath - and 
then Fred works the controls.  Jason is STILL THERE and.. 

89   THE MONSTER SMASHES DOWN HIS FIST RIGHT DOWN ONTO JASON.... 
at the very moment he digitizes. The fist goes right through the 
scattering blocks. Everybody on ship holds their breath and 
watches the..

90	DIGITIZING PLATFORM 	90

Jason's body Instantly DUCKS and CONTORTS to avoid the ROCK FIST 
that moments ago descended uoon him. Everyone runs up to him as 
he regains his composure, celebrating, hugging him and patting 
him on the back. Even Alexander looks relieved, but won't admit 
it.

ALEXANDER
I see you managed to get your shirt off.

Jason looks over and sees Fred still at the controls, drenched. 
He moves to him and shakes his trembling hand.

4/26/99	(PINK)

FRED
As good as Hopkins?

JASON
Hopkins can't drink your bathwater Fred.

Fred wells with pride.  Jason turns to the others.

JASON
All right folks, let's get the hell out of here...

JASON
Mathesar, we're back up and on our way to the command deck. 
Mathesar? Come in Mathesar?  Teb? Quellek? What's going on? Where 
is everybody?

Gwen pushes a button on the monitors to see... SARRIS'S SHIP 
OUTSIDE. Gwen punches another button and video panels light up 
showing... SARRIS' MEN ALL OVER THE SHIP. IN THE GENERATOR ROOM, 
THE HALLWAYS, THE COMAAND DECK... An INFESTATION.

TOMMY
NO NO NO.

JASON
We've got to get out of here.  C'mon, hurry

But as they head toward the door, it OPENS, revealing SARRIS AND 
A DOZEN OF HIS MEN, guns drawn.  The actors. back away, except 
for Jason who stands his ground as Sarris approaches.

JASON
Listen Sarris, just hold on, just-

But Sarris BACKHANDS him brutally. Jason crashes to the floor.  
Jason starts to stand, wiping blood from his mouth, but with a 
nod from Sarris, six of his men surround Jason and begin to kick 
and beat him on the ground brutally...

91-92	OMIT

93	INT. BARRACKS/PRISON	93

The row of barracks down the long hallway have been converted to 
prison cells. From inside these the hundreds of captured ALIENS 
watch in despair as JASON, BLOODY AND BEATEN, is led down the 
corridor. Sarris, his guards and the other crewmembers follow 
behind.  Weak and semi-conscious from the beating, Jason stumbles 
and falls.  Sarris produces a device and applies it to Jason's 
neck. Jason cries out, his entire

4/26/99	PINK)

body convulses. The aliens push against the cell doors come to 
his aid, but the guards beat them back mercilessly.

SARRIS
If you cannot walk, Commander, then I suggest you crawl.

Jason hesitates. Sarris SHOCKS him again. Jason finally rises and 
slowly begins to CRAWL forward. Everyone is silent. Numb.

94	INT. MEDICAL DECK	94

The area has been converted to an interrogation chamber. Jason is 
led in with the others.  Sarris' men interrogate a man strapped 
to a table.  They move aside to reveal Mathesar, barely alive.  
But as he sees Jason, a ray of hope lights up behind his eyes. He 
smiles.

MATHESAR
Commander.  Thank God you're alive... Now you will face justice, 
Sarris.

SARRIS
(laughs)
At every turn you demonstrate the necessity for your 
extermination. The qualities of your species... Ridiculous 
optimism, like little children. Building, always building. But 
what you spend years to create, I take from you in days. 
(to Jason) 
Do you wish to save this man's life, Commander? And the life of 
your crew?

JASON
Yes.

SARRIS
Then tell me one thing... What does it do, the device? The Omega 
13.

JASON
I don't know.

Sarris twists a dial.  Mathesar writhes in pain on the table.

SARRIS
Is it a bomb?  A booby trap?  Tell me!

JASON
Stop, please! I don't know!

SARRIS
Prepare a tear harness for the female...

JASON
No! I swear I don't know! Please!

SARRIS
Do you think I'm a fool? That the Commander does not know every 
bolt, every weld of his ship?

Gwen fights the guards valiantly as they drag her to a table.

JASON
But I'm not! I... I'm not the Commander!

Sarris turns, Interested. He motions his guards to halt.

SARRIS
Wait. What did you say?

JASON
Please, don't hurt them, it's not their fault. I'm not the 
Commander, I don't know anything.

Mathesar looks at him, bewildered. Sarris looks Intrigued.

SARRIS
Explain -

JASON
Gwen. The show. There's no choice. Do it.

GWEN
Computer, play the historical records of the GALAXY QUEST 
missions.

A screen lights up with the opening of the first GALAXY QUEST 
episode.  We see the various actors in their roles, freeze framed 
in action poses, intercut with the ship speeding through space.

Sarris watches, captivated.  Realization dawns on his face. He 
begins to laugh.  Sarris turns to Mathesar, beaten and bloody, 
but hope lightening in his eyes as he watches the show.  That 
tickles Sarris even more, he ROARS with laughter.

SARRIS
Oh, this is wonderful.  Wonderful.  I treated you as a foe, but 
no... You have done greater damage to these poor fools than I 
ever could have. Bravo!... Bravo!

He puts his arm around Jason and leads him to face Mathesar.

SARRIS
Tell him.  This is a moment I will treasure. Explain who you 
really are.

Jason looks up at Mathesar. A long pause.

JASON
My name is Jason Nesmith. I'm an actor. We're all actors.

SARRIS
Our dimwitted friends don't understand the concept of acting. 
They have no theater, no imagination these scientists.

JASON
We pretend...

SARRIS
Simpler.

JASON
We.. We lie.

SARRIS
Yes... You understand THAT, don't you, Mathesar?...

Mathesar looks up at Jason, bewildered.

JASON
I'm not a Commander, there is no National Space Exploration 
Administration. There is no snip.

MATHESAR
(perplexed, points to TV) But there it is!...

JASON
A model, only as big as this.

MATHESAR
But... Inside, I have seen-

JASON
Sections of rooms made of plywood. Our Beryllium Sphere was 
painted wire and plaster. The digital conveyor was Christmas 
lights... Decorations.  It's all a fake.  I'm not him...
(looks at Gwen) 
I'm a nothing. A nobody.

4/26/99	(PINK)

MATHESAR
But...Why? 

JASON
It's difficult to... On our planet we pretend in order to... 
entertain.

Mathesar just stares.  Sarris watches, eyes twinkling.

JASON
That's how I make my living. Pretending to be somebody else. 
Pretending to be Commander Peter Quincy Taggart... I'm... I'm so 
sorry Mathesar...

Mathesar looks away, his eyes hollow, all hope gone.

SARRIS
Now you know.  This entire world you've concocted. All based on 
nothing. Your beliefs... your hopes... All a dream. A wisp of 
smoke. Now there is only pain.

Sarris moves to his Lieutenant, RAK LATHE.

SARRIS
Lieutenant Lathe, I confess I am beginning to feel a bit foolish 
myself. Chasing across the universe to obtain what is, I am now 
certain, a bauble of fiction. Tell me how best to obliterate this 
vessel? I would like nothing to remain.

LATHE
The core could be hardwired to overload without much effort.

MATHESAR
Sarris. What about my men?

Yes, you're right. Much too easy a death for the trouble you have 
caused me. Lieutenant, open a vent on level "C" and let the 
outside in a bit for our  friends.

A beat. Enraged, Jason LUNGES for Sarris, but his men quickly 
beat him down brutally.

SARRIS
I guess an actor is not the same as a Commander after all.

4/26/99	PINK

He turns to his guard, motioning to Jason and the others.

SARRIS
Release them, Sergeant... Into space.

The Guard nods and escorts them out.  Sarris turns to

Mathesar and raises the torture control with a sick smile.

95	INT. AIRLOCK CHAMBER

COMPUTER VOICE (O.S.)
Core overload. Emergency shut down overridden. Core implosion 
estimated in nine minutes...

Jason and the others enter, escorted by the guards. Guard #1 
pushes a button and the Airlock door opens with a WHOOSH.

GUARD #2
You two. Go.

Jason and Alex start toward the airlock. Jason simply hangs his 
head.

ALEXANDER
Well, how does it feel, Jason? Was it worth it? Hundreds of 
innocents to die because of you... How does it feel?

GUARD #1
Get in. Hurry up.

They enter the airlock.

ALEXANDER
Hundreds dead, all so you could play at being the Commander.' 
You've murdered us all you egomaniacal sonofabitch!

JASON
Shut up.' Just shut up you purple skinned monstronsity,

Alexander LUNGES at Jason, striking him in the face. They tumble 
outside of the airlock, fighting.  The guards smile, enjoying the 
fight. Jason quickly overpowers Alexander and punches him 
repeatedly, his anger taking hold.  They lock in a mutual 
strangulation hold.  Then Jason pulls free. He grabs Alex by the 
collar and pulls back for the crowning blow...

... and deals a punisher right past Alexander into the face of 
Guard #1!  Alexander turns, astonished, realizing it's all an 
act.  A FLASH of an appreciative smile, then he ELBOWS Guard

5/4/99	(GOLDENROD)	

#2 in the face.  The second guard's gun goes SKITTERING into the 
airlock as he drops unconscious. Guard #1 dives into the airlock 
to retrieve the gun, aims at Jason as suddenly the inner door 
SNAPS SHUT, and an instant later the outer door OPENS.  His -
GUNSHOTS ricochet against the glass as the GUARD is WHISKED 
THROUGH THE HOLD INTO SPACE, flailing silently into the vacuum. 
Everyone turns to see Fred taking his finger off the airlock 
button.

FRED
Hmmm. . A little sticky.  I'll get one of my boys up here with a 
can of WD-40.

Alexander turns to Jason, both out of breath.

ALEXANDER
"Purple skinned monstrosity...?"

JASON
I was staying in character.  "Egomaniacal sonofabitch?"

ALEXANDER
Sense memory. I see you got to win the fight...

JASON
I had the shot...

GWEN
Guys...

She motions to a row of security monitors... One labeled 
"ENVIRONMENTAL SYSTEMS DECK - C LEVEL" shows FOUR OF SARRIS' MEN 
straining at a large circular valve.  On another monitor we see 
DEBRIS rushing up to a vent in the BARRACKS area as AIR IS SUCKED 
OUT OF THE ALIENS' PRISON.  Teb and the other aliens pull on 
their prison bars in horror.

JASON
Let's go.

96	INT. CORRIDOR	96

The six of them run down the hallway.  Jason stops them and they 
duck into an alcove as a unit of Sarris' men jog past.

COMPUTER VOICE (O.S.)
Core implosion in four minutes...

JASON
Go on, give it a try, Gwen.

GWEN
computer, shut  own the core.

COMPUTER VOICE
Unable.  Memory checksum invalid. Core systems hardware damaged.

JASON
All right guys... Uh... Gwen and I are going to have to get to 
the core and shut it down manually. Fred, you and Guy need to get 
that air valve back on.  Alex, see if you can get the prison 
doors open downstairs in case Fred and Guy can't get the oxygen 
back in time.

TOMMY
Jason? What about me? What do I do?

JASON
Practice driving, Tommy.

They all split up, leaving Tommy standing there.

TOMMY
Practice driving?

97	INT. HALLWAY	97

Gwen and Jason hurry down the hallway, keeping a look out for 
Sarris' guards.

GWEN
So... We get to shut down the neutron reactor?

JASON
Right.

GWEN
Uh... I hate to break it to you Jason, but I don't know how to 
shut down a neutron reactor, and unless you took a Learning Annex 
course I don't know about, I'm pretty sure you don't know how to 
shut down a neutron reactor either.

JASON
No I don't. But I know somebody who does.

98	INT. BRANDON'S HOUSE - TARZANA - EARTH - DAY	98

Birds chirp outside pleasantly.

99	INT. BRANDON'S BEDROOM - DAY

The room of our #1 Galaxy Quest fan, BRANDON.  The fourteen year 
old sits at his computer, in uniform, gluing a tiny piece of 
plastic to his model of the Protextor. A knock on the door, and 
his mother enters. 

BRANDON'S MOM
Brandon?

BRANDON
Mother, I'm quite busy as you can see. The "C" rings on my 
booster unit came broken In the mail.

BRANDON'S MOM 
I'm sorry.  - made brownies.

BRANDON
Mother, I'm very busy. Well, maybe one. Thank you.

She exits. Brandon looks at his model with a sigh.  Suddenly he 
hears a familiar TONE. He cocks his head and turns to...

THE INTERSTELLAR VOX sitting on his table.  He starts to turn 
away, but it BEEPS again.  Slowly he reaches out, takes it in his 
hand and flips the switch.  We hear Jason's voice.

JASON (O.S.) 
Hello?... Hello is anyone there?...

Brandon stares at the thing, then looks around his room for signs 
of a practical joke.  He speaks into it quietly. 

BRANDON
... Hello?
BRANDON

100		INT. NSEA PROTECTOR - SPACE	100

Jason, holding his VOX, nods to Gwen... "Got him."

JASON
This Is Jason Nesmith. I play Commander Peter Quincy Taggart of 
the USEA PROTECTOR.

101	INT. BRANDON'S ROOM	101

Brandon stares at the vox for a very long moment.

BRANDON
... Yes?

JASON
We accidently traded Vox units when we bumped into each other on 
Saturday. 

BRANDON
Oh... Oh, I see. Oh.

JASON
What's  your name, son?

BRANDON
Brandon.

JASON
Brandon, I remember you from the convention, right?... You had a 
lot of little technical observations about the ship, and I spoke 
sharply to you...

BRANDON
Yes, I know, and I want you to know I thought about what you 
said... I know you meant it constructively but...

JASON
It's okay. Listen-

BRANDON
... But I want you to know that I am not a complete braincase, 
okay? I understand completely that It's just a TV show. There is 
no ship, there is no Beryllium Sphere, no diagital conveyor...    
I mean, obviously it's all just a-
 
JASON
It's real, Brandon. All of it, It's real.

BRANDON
(no hesitation)
I knew it!... I KNEW it!... 

JASON
Brandon.. . The crew and I are in trouble and we need your help.

The look on Brandon's face is indescribable.

102  INT. MEDICAL QUARTERS	102

Sarris' first lieutenant LATHE enters.

4/26/99	(PINK)

LATHE
General, your transport is ready for departure.

Sarris turns to exit, leaving Mathesar on the table, unconscious   
Next to him a VIEWSCREEN IMAGE shows the aliens in their cells, 
pulling at the bars.  Some are already unconscious from the lack 
of oxygen.

103	INT. MEDIA ROOM	103

Tommy, all alone, peeks into the room to makes sure it is empty, 
then enters and moves to a high tech case.  He pushes a button 
and a panel moves aside revealing a complete library of the 
GALAXY QUEST episodes... Like a high-tech shrine. Tommy moves his 
finger across the selections, picking one episode in particular 
with a smile...

104	INT. SHIP CORRIDOR	104

Alexander makes his way down the hall stealthily, avoiding 
Sarris' guards. He stops as he hears a NOISE from a utility 
compartment to his side.  Steeling his nerve, he opens the door 
and suddenly and a FIGURE jumps out. Both of them assume 
defensive stances, then Alexander recognizes him as QUELLEK, his 
young protege. Quellek beams.

QUELLEK
Sir, it's you  Thank Ipthar!

ALEXANDER
Quellek. What are you doing in there?

QUELLEK
I avoided capture using the Mak'tar stealth haze.  Where is 
everyone?

ALEXANDER
Come with me. I'll explain on the way.

105	INT. HALLWAY	105

Gwen and Jason turn a corner and stop. Jason speaks to vox.

JASON
Okay we're in C deck hallway 5. What now?

106	INT. BRANDON'S BEDROOM - CONCURRENT	106

Brandon inserts a GALAXY QUEST CDROM labeled TECHNICAL SYSTEMS 
into his computer.  A couple of clicks later, a 3D wire frame 
diagram of the ship appears.

BRANDON
Okav, there's a haton on the port wall.  It leads to a system of 
utility corridors through the bowels of the shop. 

107	INT. SHIP STORAGE BAY	CONCURRENT	C7

Jason searches on vain for the hatch.

JASON
There's no hatch. (losing faith) There's no hatch!

GWEN
Wait... Jason, Here!...

Gwen rushes a concealed button and the hatch slides open.

JASON
Okay, we got it.

BRANDON (0.S.)
Okay, you can go on in... I'm going to get Kyle. He knows the 
utility tunnel system better than anybody alive.

108  INT. BRANDON'S BEDROOM - CONCURRENT	108

Brandon punches some keys and Kyle pops up In a little CU-SEE ME 
window on the computer.


KYLE (ON MONITOR)
Hi Brandon.

BRANDON
No time for pleasantries, Kyle. We have a level five emergency. 
The Commander needs us to get him to the core and shut it down 
before it overloads.

KYLE
Oh.  Okay. 

BRANDON
You've got the utility systems walkthrough, right?

KYLE
I have sectors 1-28.  I think Hector has the upper levels.

BRANDON
We'd better get everybody online.  And Kyle, Stop downloading 
porn.  Your frame rate is unacceptable.

139  KYLE'S ROOM - CONCURRENT

An obviously faked nude picture of Gwen as Tawny Madison download 
slowly onto his screen. 

KYLE
I'm not downloading porn!

He clicks <cancel> on the picture.

110  INT. SHIP'S CORRIDOR SECTORS 30-50  110

Fred and Guy make their wav down the corridor, checking the 
numbered sectors as they pass.

FRED
Okay, sector 38... 39... 40. This is it.  The environmental 
systems are in here.  All we have to do is shut off the valve to 
the barracks...

They look through the window into the room to see... A HUNDRED of 
Sarris' men sitting inside, surrounding the large circular wheel 
that controls the valve.  Fred exchanges a look with Guy.  "All 
we have to do..." 

111	INT. MEDIA ROOM		111

Tommy sits at the desk watching an episode of GALAXY QUEST play 
on the screen.  The scene has young Laredo piloting the ship, 
dodging the weaving through a very silly giant paper mache 
monster floating in space.  But Tommy is dead serious.  He 
watches himself on the tape, mimicking his own piloting movies, 
using miscellaneous objects on the table as controls, and 
repeating his 80's catch phrase along with his alterego. 

BOTH TOMMYS 
Pedal to the metal, Commander....

112	INT. UTILITY TUNNELS		112

Jason and Gwen run through the tunnel system.

BRANDON (0.S.)
Okay, now left at the next turn... Past the oxygen units.  Make a 
right there. Then go through the antimatter vent...

JASON
Okay...  Okay, now what.

BRANDON (O.S)
Now make a right, you'll see a doorway that opens on the central 
manufacturing facility.  The bowels of the ship.  

Gwen and Jason turn right and their eves widen.

113	INT. CENTRAL MANUFACTURING CAVERN (BOWELS)

Dante's Inferno.  Down below, a huge automated facility for ship 
construction and maintenance.  Moving elevators and conveyor 
belts move through a maze of scaffolding and overhangs.  Glowing 
rivers of molten metal run past giant swinging hammers, robot 
arms, and crushing machines.

BRANDON
Commander, do you have a camera?  I'd die to see this in 
person... All they showed on T,V was a machine here, and a wall 
here... I don't know why they didn't show the whole thing.

JASON
(awed)
We'd never have the budget for this.

BRANDON
Okay, so do you see a door marked "CORE UNIT?" Should be down at 
the far end to your left.

On the other side of the room,  down a circuitous path through a 
dangerous gauntlet of machinery Jason spots such a door.

JASON
Yes...?

BRANDON
Okay, that's where you want to be.

Gwen and Jason look at each other, then... Giggle nervously. It's 
just so impossible.

114  INT. CORRIDOR OUTSIDE PRISON/BARRACKS	114

Alexander and Quellek arrive at the "prison area" hatch and look 
through the window...  n tneir cells, many of the aliens are 
already unconscious. Others valiantly attempt to open their cells 
with crudely constructed levers and battering rams, to no avail. 
Alex tries to open the door, to no avail.


AUELLEX
They're dying!

ALLXANDER
Here. Help me tear this down, we can use it as a battering ram. 

Quellek follows Alexander to a console, looking back at the 
prison.  Alexander puts his hand on his shoulder.

ALEXANDER
Don't worry, Quellek, it'll be okay...

Quellek seems comforted, but Alexander Isn't too sure.

115	INT. SHIP ENVIRONMENTAL SYSTEMS ROOM	115

Fred and Guy continue to watch Sarris' men, still surrounding the 
main valve.

FRED
We've got to get that valve turned off. Their oxygen Is almost 
gone...

GUY
Listen, I'll go in, create a distraction. have this...
(holds up the gun)
may be able to hold them back long enough for the aliens to 
escape.

FRED
It's suicide.

GUY
I'm just a glorified extra, Fred.  I'm a dead man anyway. If I'm 
going to die, I'd rather go out a hero than a coward.

FRED
Maybe you're the plucky comic relief, you ever think of that?

Guy cocks his head.  No, he hadn't thought of that.  Fred pats 
his shoulder.

FRED
Besides,   just had a really interesting idea.

116	INT. SARRIS' SHIP TO SHIP TRANSPORT

Sarris stands at the observation window as the transport makes it 
way toward his ship.  All but one of the other ships have left 
the area, and that ship is turning and heading toward a black 
hole in the distance... The TRANSPORT CHIEF next to him gets a 
message on his earpiece.

TRANSPORT CHIEF
Sir, the FALCON THREE Is launched and away, course set for Xactor 
Minor. FALCON ONE ahead. Four minutes to core overload.

SARRIS
Good... Good... All is in its place.

TRANSPORT CHIEF
General, I have just received word that the Commander of the 
PROTECTOR and his command crew have escaped custody. Their 
whereabouts are unknown.

SARRIS
What?

Suddenly a LIFELESS BODY CRASHES against the windshield like a 
bug. It's Sarris' jettisoned Guard. Sarris' eyes light.

SARRIS
Find them.

LATHE
But sir, my MEN. The core implosion is not reversible...

SARRIS
Find them.

117  INT. MANUFACTURING CAVERN (BOWELS)

Jason and Gwen make their way along a narrow catwalk above the 
manufacturing floor.  A row of ROBOT ARMS behind them move 
erratically.

JASON
We've cleared the robot arms. Now what?

118  INT. BRANDON'S ROOM	118

Brandon now has his whole CREW on separate windows of his 
computer screen, including fan KATELYN, wearing a "Tawny Madison" 
outfit.

KATELYN
Okay, Brandon, as I calculate it the shortest route is down the 
ladder near the quark accelerators.

OTHER NERDS
I concur.  She's right.  Very good.

BRANDON
High five, Katelyn.

He and the others hi-five, slapping their computer screens.

119  INT. MANUFACTURING CAVERN (BOWELS)	119

Jason and Gwen make their way down the ladder, and across a 
narrow beam over a LAVA POOL at a staggering height.

JASON
Brandon.. Just in case I die, there's something I have to know...

BRANDON
Yes Commander?

JASON
What does the Omega 13 do?

BRANDON
Well, that's the big question, isn't it? 

JASON
What do you mean? 

BRANDON
It's been the subject of an extremely heated debate on the 
internet for years. Many believe that is a matter collapser, a 
bomb capable of destroying all matter in the universe in a chain 
reaction lasting 13 seconds.

JASON
But you don't?

BRANDON
No,  I am of the firm belief that in reality it is not a matter 
killer, but a matter REARRANGER, converting all molecules to the 
exact state they existed thirteen seconds previous to activation 
thus effecting a thirteen second time jump to the past. 

JASON
How did you come to that conclusion?

BRANDON
My cousin's boyfriend's sister went out with the screenwriter.  
His favorite movie is the Omegaman.  He's seen it 13 times...

KYLE
As you know I strenuously disagree with this theory, Brandon. if 
all molecules were rearranged, then everyone would be back in 
time 13 seconds rendering the device useless.

Suddenly a BLAST erupts next to Jason's head.  He and Gwen turn 
to see SARRIS' MEN shooting at them from across the room at the 
entrance to the cavern.  

JASON
Okay guys... Guys?

But the gang is still caught up in the debate.

KATELYN
No because the brain of the person who triggers the Omega 13 is 
not affected, so THAT person still has his memory after the time 
jump. And everything is as it was, a chance to redeem a single 
mistake or misstep.

BRANDON
Thank you, Katelyn. Excellent.

KATELYN
(flattered, shy)
You're welcome, Brandon.

Jason and Gwen RUN as Sarris men continue to snoot at them. 

JASON
BRANDON!	TIME TO GO!

BRANDON
Yes Commander... All right, you're almost there. Just go through 
the chompers and over the pit.

GWEN
"The chompers?"

They turn to see... THE CHOMPERS     An unavoidable gauntlet of 
HISSING HYDRAULIC SMASHING METAL HAMMERS AND BLADES jutting out 
from the sides, top, bottom and diagonally...
 
GWEN
Oh, fuck THAT.

More GUNFIRE from Sarris' men. Another BLAST melts a pole next to 
them.  Jason pulls his magneto-pistol and fires back at them. 
Sarris' men take cover.

JASON
Brandon, HOW?

120	INT. BRANDON'S ROOM	120

Brandon cradles a telephone on his shoulder.

BRANDON
Hollister, do you have the sequence yet?

121	INT. HOLLISTER'S ROOM	121

Another one of Brandon's pals, HOLLISTER, watches a tape of the 
show, fast viewing one sequence backwards and forwards over and 
over;  ON THE TV, we see the cheap painted cardboard version of 
the crushers. A cheesy fish headed ALIEN MONSTER chases Jason 
through the crusher but is toppled by one of the crushers and 
falls into the fake looking lava pit. Hollister times the pattern 
of the crushers with a stopwatch.

HOLLISTER
Okay, the pattern is two.. two... four... two... three... 
eight... two...

BRANDON
You're sure they repeat like that? It's sort of extremely 
important.

Cut from the cardboard props to the REAL THING.

122  THE MOMMOTH CRUSHERS

Gwen and Jason watch as they SMASH and GRIND back and fourth...

GWEN
What IS that thing? It serves no useful purpose to have a bunch 
of CHOPPY CRUSHY things in the middle of a CATWALK!?.'

JASON
Gwen...

GWEN
We shouldn't have to DO this!  It makes NO LOGICAL SENSE! Why is 
it HERE?

JASON
Because it was on the show!

GWEN
Well forget it!  I'm not going.  This episode was badly written!

BRANDON
Commander, you and Lt. Madison will have to go through the 
crushers one at a time in three second intervals. Tell me when 
the first crusher hits the bottom...

JASON
Okay, now. But-

BRANDON
Wait two seconds then go.

Another BLAST from Sarris' men weakens the catwalk...

JASON
No, wait, are you-

BRANDON
Lt. Madison, GO.

JASON
Shit! Go!

BRANDON
GO Commander.

Jason and Gwen run through the CHOMPERS. It is a series of CLOSE 
ESCAPES, timed just a FRACTION late, so at one point Gwen must 
use all her strength to pull a SLEEVE caught In the works before 
a second hammer comes down where her body was a moment before  
Jason DIVES through a quickly diminishing hole, his MAGNETO-
PISTOL falling behind him, quckly SMASHED to oblivion by a 
closing slab.

BRANDON
Stop.

Jason stops, catching Gwen's leg just as... A HAMMER SMASHES 
right In front of her, barely missing her head.

BRANDON
Go.
They're off again.

BRANDON
Up.

JASON
What?  Up?

BRANDON
Berithium lava coming through. Use the handholds above you.

Here comes the lava down a chute ahead of them. Jason pulls Gwen 
up just as the lava comes through, sizzling the tips of her 
hanging hair.

GWEN
Whoever wrote this episode should DIE.

Thje lava passes, and they drop and continue on through the 
doorway as magneto blasts erupt around them...

123	DARKNESS	123
Jason and Gwen run through pitch blackness.

JASON (0.S.)
What the hell?... Brandon, Where are we?

BRANDON (0.5.)
I don't know. This part of the ship is completely undocumented.

GWEN (O.S.) 
Great... Just great.'

124	INT. DIGITAL CONVEYER ROOM	124

Fred and Guy are now in the digital Conveyor room. Very quiet 
compared to the mayhem in the bowels of the ship... Guy looks 
down at the panel with great anticipation, then up at Fred with a 
nervous smile. Fred gingerly takes hold of the digital conveyor 
controls.

GUY
This should be Interesting...

ON THE digital CONVEYOR DISPLAY: We see crosshairs target an 
object... The vague outline is that of a man, but blocky, 
misshapen. We recognize it as THE ROCK MONSTER. Fred SMILES.

125 SHIP ENVIRONMENTAL SYSTEMS ROOM

DOZENS OF SARRIS' MEN continue to surround the oxygen valve when 
suddenly THE ROCK MONSTER materializes right in the middle of the 
room behind them.  They turn, looking up at it Sarris' stunned 
men CLICKS his transmitter button... The monster DESCENDS in an 
instant...

126	DIGITAL CONVEYOR ROOM

Fred and Guy watch the mayhem on the a monitor, contemplative.

FRED
It's the simple things In life you treasure.

127	HALLWAY

The MONSTER chases a group of Sarris' men down a dead-end 
hallway.  Sarris' men have nowhere to go as the monster bears 
down on them, and CRASHES through the hull, taking himself and 
everyone else OUT INTO SPACE.

128	 SPACE

The rock monster tumbles gently through the vacuum or space. The 
monster's jaws move in a silent SUBTITLED roar:

ROCK MONSTER
Ah, sweet tranquility at last.

129	INT. SHIP ENVIRONMENTAL SYSTEMS ROOM

The room is now emptied of Sarris' men.  Guy and Fred enter and 
move to the large valve, straining to turn it.  Slowly, the 
pressure normalizes.

130	INT OUTSIDE BARRACKS HALLWAY

Working together, Qlexander and Quellek are now using a makeshift 
BATTERING RAM on the door.  A readout BLINKS.

QUELLEK
Sir! The pressure.  It's normalizing.

ALEXANDER
Open. 

The door opens and Alexander enters.  He runs to a panel down the 
hall and turns the switch.  All the cell doors open.  He runs to 
one of the cells and helps a few of the men to their feet.  They 
turn to Alexander, gratitude in their faces. 

ALIEN #1
We are saved!  He has saved us.'

Alexander suppresses a smile, preparing to feign modesty...

ALIEN #1
Commander Taggart has saved us!

ALIENS
Hooray for Commander Taggart!  Long live Commander Taggart!

ALEXANDER
It's just not fair.

He moves to Quellek at the doorway.

ALEXANDER
Okay, Quellek, let's get back to the command deck and-Suddenly we 
hear a PISTOL BLAST and Quellek's chest turns RED. Alexander and 
Quellek look down at the blood, horrified.

QUELLEK
I'm... I'm shot.

He falls, CRUMPLED to the ground.  We see one of Sarris' GUARDS 
down the hall. He shoots again.  Alexander grabs Quellek's limp 
body and pulls him out of the line of fire.

ALEXANDER
Quellek... Quellek!

Quellek opens his eyes weakly. Alexander pulls aside his uniform 
to see the wound. It 's a mortal injury. Alexander uses all of 
his acting skills to disguise his shock.

ALEXANDER
Not so bad. We'll get you to medical quarters. You're going to be 
fine.

QUELLEK
I... I don't think I'm going to make it Sir...

ALEXANDER
No, don't talk like that, son. We're going to get you fixed up.

QUELLEK
... It has been my greatest honor to serve with you.  LIving by 
your example these years, my life has had meaning.  I have been 
blessed.  Sir, I... I...

He cringes in pain.  Alexander looks at him, full of emotion. 

ALEXANDER
Don't speak, Quellek.

QUELLEK
You'll forgive my impertinence, sir, but even though we had never 
before met, always considered you as a father to me.

Blood appears in the corner of Quellek's mouth, his life fading 
away. Alexander strokes his head, devastated. He looks him right 
in the eyes, his eyes welling with tears. Then with intensity, 
and absolute sincerity...

ALEXANDER
Quellek... By Grabthar's hammer, by the suns of Warvan... You 
shall be avenged.

Quellek's appreciation of this is Indescribable. A tiny spark 
behind his eyes light up, and he smiles, completely content as he 
surrenders to death.

Tears fall down Alexander's cheek as he holds Quellek's limp 
body. Then a blast hits a corner nearby.  Alexander lays 
Quellek's head to the ground softly, then rises. There is an 
Intensity to him we haven't seen before... His eyes BURN.

Alexander moves into the hallway, fixing his attention on Sarris' 
man. The guard looks up, momentarily shaken; Alexander hooks 
truly ALIEN. His eyes afire with VENGENANCE.  Nervous, one guard 
fires twice, missing.  Alexander begins to RUN toward the guard, 
picking up speed. The guard tries to reload his gun but his eyes 
are locked on Alexander like a frightened animal and his 
cartridges clatter to the ground. Alexander ROARS like a 
creature, baring his teeth It the final moments...  The guard 
stands there as he meets his death, so terrified he can only 
mutter a single word..

Guard
...mother.

as ALEXANDER envelopes him like a force of nature.

131	INT. DARKNESS (UNDOCUMENTED AREA)	131

Jason and Gwen make their way forward in the darkness... They are 
stopped as they hit a pitch black wall.

JASON (O.S.)
Brandon, there's a wall.

BOOKMARK - More Clean Up to Come!

BRANDON
Oh, good, you should be at tunnel.  se one oomtutor to ooet one 
blast sections on sea'uenoe.

GWEN (0.5.
--~omputer, open the fIrst blast sectoon.

;"e see a shaft of LIGHT as a nuae meta  BLOCK rises, and thev 
enter a tunnel that dead ends about b reet on.

GWEN
Computer, open the second blast sectoot.

Ahother 6x6 foot block slides up, the tunnel lengthens. They turn 
as they hear the sound of Sarris' Men In the distance behind 
them.

h32  BLAST TUNNEL - Gwen and Jason run as fast as they can 
throu~2 the tunnel, the blocks rising one by one in front of 
them.

G'EEN
Computer, open blast sections
15, 16,17,18,19.
133  INT. POWER CORE ROOM	133

A doorway appears and Jason and Gwen emerge from blast tunnel 
into a large soherical room with a console on the center.

COMPUTER VOICE (O.S.)
Detonation in sixty seconas...

JASON
Okay Branoon,   think onis Os

He moves to a control panel on the console.  There is large blue 
button under a glass flap. A visible COUNTER alon~side.

JASON
I'm at the control oaneh. What do I do?

BRANDON
Raise the glass and push the blue button.

JASON
That's It?

BRANDON
Yeah. What's wrong?
JASON
~~othIno. I -ust oncuont ot wou~o oc oomooooateo onan onat.

He reaches for the button when suddeth;' SHOTS RING  UT. Sarrls' 
met ao~ear on the doorway.

SARRIS' GUARD #1 Raise your hands, NOW.

They raise their hands as the computer continues countino oown in 
the background... "45 seconds... 44...,'

JASON
Listen, I'm going to just push this button, then we'll talk about 
whatever-

Thev fire a BLAST and he raises hIs arms again.

GWEN
You don't understand! This ship is going to explode!

SARRIS' GUARD #1
The General warned us of your tricks.
He pulls his pistol and levels It	But Gwen... SMILES.

GWEN
You must be the smart one. And so tal~

She starts toward Guard 1 seductively.  -Jason looks up from 
tounter, stunned, as she moves rloho uo to him.  The second ouaro 
raises nos out oe:ensivelv.  She oushes Lt asioe.

GWEN
Relax. This is between me and him... May


She reaches up to touch the tendrIls on Guard l's head. Suard 2 
moves to prevent this, but Guard #1 brushes his hand
-tsioe... "alhow her."

GWEN
Hmmm.  So so~t...

GUARD 4.2
Gar, our orders are to kill them.

n due time.

GUARD ~l
GWEN -oont'd) "Gar." Is tnat -our name?  "Car." nice...

Car hooks into her eves wot~ ~ust. Guard 3 h   noredulous.

GUARD 2
Gar, this Is sick. It is as of to SeeK pleasure 'qith an 
animal...

GWEN
He isn't too popular with the ladies, is he? (Gar smiles) Maybe 
they could leave us alone for a while?  Just you and me.

GUARD #1
(sees throuah her scheme) No, alien slut. On my planet, we snare.

He looks at the others. The three of them be~in to LAUGH, and 
start toward Gwen. Jason rises, but Gwen is already on it.

GWEN
Computer, we're going to need some privacy... Close blast section 
29 please.

Guard #1's smile drops immediately and he doesn' _ ~ven have time 
to scream as THE SECTION BLOCK DROPS IN THE BLINK OF AN EYE,  
rushing the whole lot of them to petroleum on an instant. GOO 
oozes from under the block. She turns to Jason.

GWEN
See? NOBODY takes me seriouslv on tn 5 tning.
(to oozing coo)
NOW how are you feeling, HUH?  Do you take me seriously NOW?  DO 
YOU?! !?

Jason flips up the glass as the computer counts down to "12" and 
SMASHES the Button. Then turns to Gwen, a big appreciative smile 
on his face. They share a silent moment. 7hen Gwen realotes oh-at 
the oounter Os ~-,     ountono down!

GWEN
Jason...

She moves to his side as he punches the button to no avail.. It 
just keeps counting down... I. .6.5. .4. .3.. Gwen and Jason 
embrace as they meet their final moments together... They CRINGE 
as the counter nots "1" and... STOPS. They look at each other, 
bewildered. Then Gwen sparks with realization:







-1
GWEN 0 ~D JASON
It ahwavs ooes to "h" on tne snow.

A beat.  They realoze tnev nave melted Into eac  otners' arms 
hike old lovers.  They separate aW~wardhv, a~  business. "Better 
get--going... Yeah, hook at one tome...  etc.
	- ~	~m	~~RI~'		 ~  DECK
	-- -	-~ .		SHIP	-   ~

Sarris' intellIgence officer approaches Sarris.

INTELLIGENCE OFFICER
Sir, the core detonation sequence on the Protector has been 
aborted.

SARRIS
Impossible... Impossible! Lieutenant, hock a complement of 
Implosion mIssiles onto the Protector. Tear her apart.

MUNITIONS OFFICER Yes sir.
135  INT. PROTECTOR - SHIP'S CORRIDOR	135

The HUNDREDS of freed ALIENS sweep through the corridor, 
overtaking the scattered remnants of Sarris' guards. Alexander 
fights alongside them, dealing crushing blows to two Guards at a 
time as the Aliens sweep around nim. Alexander and his character 
are now Indistinguishable. Jason and Gwen appear in the melee.

JASON
~hex!  Alex, are you oKav?

ALEXANDER
(faraway hook in his eye) Yes. Good was done this .....

JASON
Okay... Let's go, buddy, they can take It from here... I'mo-

Alexander has to be practically dragged away from fighting one of 
Sarris' men...
136  CORRIDOR TO COMMAND DECK	136

Jason, Gwen and Alexander run up the hall.  Fred and Guy appear 
from around a corner and they all keep runnino.

JASON
Anybody seen TommV?
I-ommv aoDears :rom tne ~eQia room.  Ihev ao  run as a team 
toward  ne commano necK.

JASON
We've act to aet tne olasma armor up before Sa~~-'   ~nds out 
we've aoorted the detonatIon...

COMPUTER VOICE (O.S.)
Warning. Enemv missiles launched.

GUY
I think he found out.

		lexander signals the door to onen and they run Into 
the
	11	COMMAND DECK	137
		They quickly take their stations.

JASON
Forward view!

In the central -viewscreen we see SARRIS'S SHIP dead ahead, 
having alreadv launched a VOLLEY OF WEAPONS riaht at them.


Armor uo!
JASON

GUY
Plasma armor etcagea.

Just In time. The ship 15 rocked, but not destroyed.

JASON
Okay Tommy. Go! Lose 'em! Into the mines!

GUY


JASON
Pedal to the metal Tommy...

TOMMY
(drawing confidence) Pedal to the metal...


Oh god...
GUY
Iommv eases onto the oas and thev ~	MI~)ES. 31/4 :::T.-ALCDN I

LATHE OQOKS at Sarris

SARRIS
nto tne oieoo. &o.

h37B INT. PROTECTOR
~7B
Tommy maneuvers the field with concentration and intensity. The 
mines WHIZ by...

JASON
Doing good Tommy. Real nice.

T-thanks.
TOMMY
JASON (cont'd)
You think you could-get any closer to those mines?

TOMMY
Closer? (smiles, realizing) I can try.

GWEN
What are you doing? What are thev doino?
~7C INT. SARRIS' SHIP	h37C

LATHE
enerao, I've host them. The maanetlsm o:
the field Is disrupting our onstru- ~ait. There they are

SARRIS
Get oacK on their tail.

LATHE


SARRIS
WHAT? WH(Y NOT?

LATHE
Because they're coming right at us.

SARRIS
(smiles)
Fire at will.
hI~D  NT. PROTECTOR

The Protector is ROCKED bv missoo-  ~	--    ourse stra~ght 
for the FALCON.

GUY
We~re oetting hammered, Jason.  Return fIre?

JASON
No. Keep all energy to the armor.

The ship moves straight toward Sarris' ship. An image of SARRIS 
appears on a viewscreen.

SARRIS
Well isn't this adorable. The actors have decided to play war 
with me...

GWEN
Sarris's ship is accelerating toward us at Mark 2...

JASON
Accelerate to Mark 4, Tommy.

SARRIS
This is embarrassing, really.   I shan't tell this story when I 
return home.

GWEN
He's accelerating to Mark 6.

JASON
Mark 12.

	138	OUTSIDE	138
		The two ships ROAR TOWARD EACH OTHER at terrifying 
speed.
	139	INT. COMMAND DECK	139


SARRIS
I will remind vou, sonny.   am a General.
I have seen war and death as you cannot
Imagine. If you are countIng on me to
blink, you are making a very deadly
mistake.
JASON
Let me ---~l -!Ou sometnonc, Sar~ooesn't taKe a oreat actor to 
recoonoce a bad one. You're sweatonQ

Indeed, a drot of sweat drips down Sarris' brow.  Jason  ixes his 
(oaze on Sarr~s ana. .. smijes.

SARRIS
FORWARD FULL.

GWEN
Armor almost gone, Jason.

ALEXANDER
Ten seconds to impact... Nine...

SARRIS
(smiles)
You fool. What you fail to realize is that without your armor my 
ship will tear throuah vours like tIssue paper.

JASON
Yeah. Well what you fail to realize is... I'm dragging mines.

Sarris' eyes lIght with horror as he realizes.

SARRIS
Oh no...

119A T:~-~rn  ?ROTECTOR	13 9A

WE CUT OUT TO THE PROTECTOR to see that It is indeed pulling 
along a large CLUSTER of mines in ItS wake!
l40-l~   OMIT	140-144
145  INT. PROTECTOR	145

Gwen sees the mites  or one :orst 'tome 0 She turns to Jason, 
astonisnea.

GWEN
never doubted you for a second.

JASON
TOMMY, 270 DEGREE TURN TO PORT!

Tommy TURNS and everybody digs in as the G-FORCES kick on.
	4;26;L9	PINK)
146  EXT. PROTECTOR
146

~e Protector VEERS sharplv but the mines continue  orward, oneir 
momentum carrying them straight toward the FALCON.

147  _NT  FALCON -1
147

SARRIS
NO! TURN! TURN! MY GOD NO!

Sarris dives at the controls as the viewscreen fills with
MINES...
148  EXT. FALCON 1	148

The mines TEAR INTO THE FALCON, EXPLODING, RIPPING THE CRAFT 
APART, millions of FRAGMENTS sent In all directions.

149  INT. PROTECTOR - COMMAND DECK
149

Jason stands, a clenched fist. The others CHEER! Yeah! YEAH!
GWEN

TOMMY AND OTHERS
We did It! Damn! We DID IT!
i50	INT. PROTECTOR HALLWAYS AND VARIOUS ROOMS	150

All over the ship the ALIENS CHEER their victory.
	INT. COMMAND DECK	151

Jason and the others turn as the door opens and Mathesar enters, 
helped along by two alien CREWMEN.  He is bandaged and has metal 
casts on an arm and leg. Jason helps him to the Commander's 
chair. They look at each other fondly.

JASON
*
Mathesar... You're alive. Thank God.

Mathesar hooks at Jason, the old twinkle back in his eyes.
Then a smile breaks out on his face, and he begins to
LAUGH...   ason stares at him with a bewildered smile.

JASON
Wha- What are you laughing about?

*
MATHESAR
The ship is a model... As big as this!... A very clever deception 
indeed!
He oan't oontaln hIs lauchter.  A belle-----TOMMY
Set a course for home, lommander?

JASON
You can oc that?

TOMMY
It's poInt and click. This thino practically flies itself.  We 
will have to go through that black hole though.

He motions out the viewscreen at the swirhlno BLACK HOLE...

JASON
Ahybody have any objections?

The rest of the crew exchange shrugs, battle hardened now.

JASON
Let's do it, Tommy.

TOMMY
Commander?... Call me Laredo?

JASON
Mark 20 Into the black hole,  areao.

They ROAR forward, picking up speed, shooting straioht into the 
center of the black hole the hull CREAKING and GROANING under the 
strain and it seems as if the ship Is about to rip apart, ....... 
SILDNCE... And everythito turns REALLY strance. z-oQie~  ~-~n 
onsioe out, molecules are scatterea, bodies melt to the ground 
IttO ouddles, 'then resolve themselves. Ahd then a loud EXPLOSION 
lIke a sonic BOOM as 'thev are rocketed out the other end.  
Planets roar past 'them like ~


We're out.'
GWEN

They all exchange relieved smiles.

GUY
We're alive!

TOMMY
We made It. Commander, we made it.'
m
ALEXANDER
sort ov)
By Grabtnar' s h~mmer, we  ove to te   ono 'tale.

COMPUTER (0 S.)
Systems register functional.

GWEN
(gleeful)
All systems are working, Commander.

JASON
How fast are we going, Tommy?

Tommy looks at his controls. Needles literally a blur.

TOMMY
Pretty fast.

Jason turns to look at THE VIEWSCREEN - EARTH is visible now, and 
they are HURTLING TOWARD IT FAST.

ALEXANDER
Jason, before we entered the black hole, my instruments detected 
strange energy surge from Sarris' shiD~ similar to...

JASON
No time to worry about that, Alex. Tommy, let's get this thing 
slowed down... Gwen, see if you can calculate the impact point.  
Guy, cet down to deck C and make sure tne injured are secured.  
Also lets-

He stops and turns as he notices the cabin door open... Standing 
in the doorway is FRED who smiles and walks into the room.  His 
manner Os stranoe, sinister... A slight limp.

JASON
Fred, what are you doing up here?  You should oct back downstaIrs 
until we-

But Fred suddenly does a very peculiar thing... He withdraws a 
MAGNETO-PISTOL from his belt, levels it at Jason. Jason smiles, 
bewildered. Is this a bizarre joke?


Fred?
JASON

FRED FIRES THE GUN.  The blast hits Jason in the chest.
	~/26/99	I-INK)




Everyone turns, thev can't belIeve their eyes.  Jason hooks at 
the blood spreading on his chest.  He takes a step forward, then 
another, stumbling weakly toward Fred. He grabs his collar and 
looks into his hollow eyes a moment before collapsing to the 
ground.  And as he goes, his hand hits a switch on the familiar 
box on Fred's belt... We recognize it
as APPEARANCE GENERATOR.

Fred's form flickers momentarily, then he TRANSFORMS into his 
true identity... It's SARRIS. Scarred, burned and bloody he looks 
like the devil himself. He smiles, raising his gun again, and 
begins FIRING...

Everything turns to SLOW MOTION as...

Tommy is hit. His body goes slumping over his console, pushing 
the ThRUST control full FORWARD.  The ENGINES roar hike a wounded 
animal.  Mathesar rises and tries to grab the gun, but Sarris 
backhands him, sending him flying across the room. Mathesar's two 
CREWMEN wrestle with Sarris. One is shot, sent tumbling 
backwards.  Alexander and Guy run to help the other crewman as he 
struggles with Sarris...

On the ground, Jason's eyes flicker at the carnage around him. 
It's like a nightmare, but all too horribly REAL. He tries to 
rise, but he isn't able...

Around him the bloodbath continues... Sarris FIRES wildly, 
shooting Gwen as she tries to reach Jason. She falls, her body 
sliding next to Jason.  Jason looks into her eyes as they dull to 
lifelessness. He YELLS grief stricken... Then lifts himself up 
with herculean effort and begins to drag himself 'toward the 
front of the room as...

Alexander, rushing Sarris, is HIT, clutching his neck... Guy 
manages to TACKLE Sarris, and he and the other alien wrestle with 
Sarris, trying to get the gun away... Alexander, fallen and life 
drifting away, looks over to see...

Jason, with supreme effort, pulling himself up on a console at 
the front of the room... Then Alex turns to see THE EARTH, HUGE, 
FILLING THE -:IENSCRE~N ----~ suddenh'7 we're...

BACK IN REAL TIME

And everyone is JOLTED as the ship hits the atmosphere heading 
STRAIGHT DOWN toward Earth at 20,000 miles an hour.

Suddenly Alexander, Guy, Mathesar and the remaining alien look up 
at the sound of a voice...
JASON (O.S.)
Mathesar...
*

*


























*
	~iz~; 9	- PINK)




Thev turn to see... JASON, swaying in tne miaa~e 0  the deck, 
bloodv, weaK, barely alive, but STANDING.

JASON
Activate... The Omega 13.

The survivors exchange expectant and terrified glances. Mathesar 
quickly moves to a control panel and pushes down a familiar 
SERIOUS-LOOKING LEVER and... THE ELABORATE MECHANISM, THE OMEGA 
13, UNFOLDS IMPOSSIBLY FROM THE FLOOR FRONT OF JASON.  Its center 
is a spinning cyclotron of energy. In front of Jason is a 
prominent LEVER.
IN
*

Jason turns to the others... nods a respectful goodbye... and 
'those alive watch in HORRIFIED ANTICIPATION as ON THE VIEWSCREEN 
- the GROUND rushes toward us and just as we hurdle into city 
PAVEMENT... Jason pulls the switch.

BLINDING WHITE.  And everything goes silent. Silent... Silent... 
Then suddenly a loud EXPLOSION like a sonic BOOM.
152  COMMAND DECK - 13 SECONDS EARLIER	152

Gwen, Alexander, Guy, and Tommy are all alive - busy at their 
stations as the Protector hurtles out of the black hole. Planets 
roar past them like bullets.

GWEN
We're out.'

They all exchange relieved smiles.

GUY
~e're alive!

TOMMY
We made it. Commander, we made it.'

ALEXANDER
By Grabthar's hammer, we live to tell the tale.

Jason looks around, disoriented.  It takes him a moment to 
register what is happening.  Everyone is alive. Everything is as 
it was 13 seconds ago.  He looks down at his chest... No 
wounds...  The OMEGA 13 is REAL.

COMPUTER (O.S.)
Systems register functional.

GWEN
All systems are working, Commander.
	,~ -cc	PINK)
-' C -




They look out 'to see ENTIRE GALAXIES whizzino bv 'them at 
incredible s~eed. Planets  need bv hike BULLETS.

TOMMY
We're going pretty fast Commander. Should


Jason starts walking quickly across the room, honoring him. The 
BARTH fills the viewscreen.

TOMMY
Jason, we're going pretty damn fast)...


Jason?
GWEN

But Jason just continues across the room, arriving at the 
entrance hatch ~ust as It OPENS and we only oct a GLIMPSE of 
Fred's smiling face before Jason buries his FIST in it. Jason 
pulls him up and throws him across the room.  As Fred hits a 
control panel, his appearance generator switch is triggered 
revealing him as SARRIS. He lays there unconscious. Alexander, 
Gwen and the others stare, bewildered and amazed.

JASON
Everybody stay put.  Tommy, slow this thing down.  Gwen-

Suddenly Sarris rises and pulls his gun, but is SMASHED square in 
the face by a METAL CRUTCH. We pan to Mathesar holding the 
crutch, with a supremely satisfied expression. Jason moves past 
him with a nod.    "T'~-l take it from here"
-ond DIVES on Sarris. . . The two LOCK in comoa...

TOMMY
Oh my god. Jason)...
*

On the viewscreen they are HURTLING straight Onto EARTH'S 
ATMOSPHERE. Jason, still battlIng Sarris, turns to a Crewman.

JASON
	;'~7e're 'too heav'~, ;~e 13	- -~ -
We've got to release the command module)

CREWMAN
Commander? At this speed, it is most dangerous to-

JASON
You're going to have to trust me on this)
RELEASE THE COMMAND MODULE)

Gwen raises FRED on her monitor.
	t~~/4/99	GOLDENROD)




GWEN
Fred, get to c level NOW, we're separating!

The crewman operates a CONTROL.  With Jason distracted, Sarrls 
pulls free and goes for his KNIFE... But they are both sent 
FLYING as the ship LURCHES and they are both sent flying as...
152A EXT. PROTECTOR	152A

The main bulk of the ship SEPARATES from the COMMAND MODULE and 
VEERS away,- curving of f the top of the atmosphere as the 
command module continues STRAIGHT DOWN TOWARD EARTH.
153  INT. BRANDON'S LIVING ROOM - DAY	153

Brandon's MOM AND DAD lounge on the couch reading the LA TIMES. A 
lazy Sunday afternoon.  The TV is on in the background...

ON TV: Perky E! ENTERTAINMENT REPORTERS share the latest gossip; 
an unflattering photo of Jason on the screen.

GOSSIP REPORTER
Has Galaxy Quest's Space Commander Jason
Nesmith checked in or checked OUT?  Jim
Dapperson reports from the- Galaxy Con
Science Fiction convention In Pasadena..

Cut to the REPORTER in front of the Convention center. A group of 
GALAXY QUEST fans wave at the camera behind him.

REPORTER
Hi Marsha, it is the third day of the
Galaxy Con and Jason Nesmith and his
GALAXY QUEST crew are no shows to the
event, much to the disappointment of the
QUESTOIDS gathered here.

He raises his microphone to a disappointed FAN dressed in a touon 
warri~                 =r-~~

WARRIOR ALIEN
We ~ust really feel let down.  I mean, part of the show is about 
sticking with
(MORE)

3/4ARRIDR ALIEN --octooc;
ur orienas no matter wnat
-& abandonea.
(wines a tear  rom ot5iaC ~'s  arc.

REPORTER
Do~you- tnink maybe... He's on space?

WARRIOR ALIEN ~-e you mocKong me?

REPORTER
neh heh... Digitize me, Marshai...

Anchor Marsha does one of those entertainment anchor laugh/sighs.  
Brandon's parents turn pages of their paper, not even watching 
the TV. Then BRANDON enters in a rush, two boxes of July 4th 
fireworks in his arms...

BRANDON
Bye! Back soon!

MOM
Wait, where are you going with those fireworks, Brandon?

BRANDON
(fast, in one breath) The Protector got super accelerated
coming out of the black hole and it ~ust nit the atmosphere at 
Mark 15 which is pretty unstable of course so we're going to help 
Laredo auide it in on the vox i'tra:reauencv carrier and use 
roman ~ndles for visual  onfirmation.

MOM
Okay, Hon. Dinner at seven.

Brandon exIts. Brandon's Dad gives Mom a glance.

MOM
Least  0'  cuosite.

On the televisoon in the background, a NEWS REPORTER appears.

REPORTER
We interrupt this broadcast to report tnat an unidentIfied ob~ect 
has broken trirough the Earth's atmosphere. I repeat-

Mom and Dad flip pages, not aware of the T,J at all.
-D~  1/2OLL~WOOD H2L~~

TourIsts are either dumbfounded or oc~o-:ocus a  THE M2N-I-
P?~TECTOR comes burninc throuch the atmosthere and over tne
Hollywood Slot

DD~~TOWN LA
55

Hundreds of people watch frozen as THE COMMAND MODULE  omes 
nurt~it~ across 'the sky, delIcately taklno off the flashina tip 
of the Bonavetture' 5 light tower.
156  134 FREEWAY	156

Traffic Jam on the 134.  A woman in a convertible Jeep listens to 
the radio, when suddenly the receptIon goes to static and we hear 
the broadcasted CHATTER from the PROTECTOR over the airwaves.

JASON (O.S.)
Hold course, Laredo!

TOMMY (O.S.)
I'm trying Commander... Everything's a blur, but as long as I 
stay locked to that vox signal...

GWEN (O.S.)
Tommy, look!  Those lights...

TOMMY (O.S.)
I see them!  I see them!
	RD STREET	PASADENA
57

BRANDON and his TEAM, along with a number or other HEROIC
NERDS, stand In their uniforms in a line on either side of
3rd street, blobs of fire shooting from their roman candles.
BRANDON stands at the front, holding his VOX transmitter
HIGH. We pan up to see THE PROTECTOR CAPSULE APPEARING over
the horizon... Gigantic and breathtaking.  It comes HURTLING own 
towaro tne ~ios.... I~ SOARS RIGHT Th~'E_ ~~~NDON then SLIDES to 
tne ground sparks blazina for another 500 feet... StraIght toward 
a large recognizable building... The site of the Galaxy Con. 
Right toward the banner which reads 0WELCOME SPACE TRAVELLERS!" 
and CRASHES riont intd the sIde of the building.
	158	NT. CONVENTION HALL	158

FANS RUN FOR THEIR LIVES as brick and olaster fly everywhere. The 
ship teeters it-a cloud of dust as It finally comes to
	4:26/99	PINK)



rest, halfway in and halfway out of the building, havino 
demolished the s'tage area...

Shocked sIlence. The fans... The sellers at their oootns. 
Everyone is frozen. The ANNOUNCER slowly rises from under his 
card table. Then we see 'the ship's main hydraulic HATCH open... 
A RAMP lowers to 'the ground and... A figur~e emerges... It's 
TOMMY, looking bruised and scarred and certainly the worse for 
wear.

The fans don't know how to react.... In the silence Tommy looks 
around the hall... Hundreds of faces look back at him. Then they 
begin to APPLAUD.  Tommy looks around, flabbergasted. Then - what 
the hell   he waves.  Seeing this, the Announcer raises his 
microphone, hesitantly.

ANNOUNCER
"Lt. Laredo", Tommy Webber!

Then Gwen appears, helping Fred down the ramp. He's limping, both 
as beat up and war-torn as Tommy, the three s-tand together and 
look out at the audience, shell-shocked.

ANNOUNCER.
The beautiful Tawny Madison... GWEN DEMARCO with Ship's Tech 
Sergeant Chen, Fred Kwan!

The fans applaud cheer and shout... Then Guy stumbles out, a cut 
on his head, looking disoriented. He looks out at the cheering 
fans...  The announcer isn't sure who he is..

ANNOUNCER
U.... Another shipmate...

Guy stares out at the hundreds of faces, then a smile creeps 
slowly onto his face.

GUY
I'm alIve... I'm-... I'm the plucky comic relief!  I'm the plucky 
comic relief!

HIs r~anIacal	~
everyone's attention turns to A FLICKERING CREATURE coming down 
the ramp with Alexander helping him. It is Mathesar, his 
"appearance generator" on the blink, and his entire body 
alternating between his human and alien form.

ANNOUNCER
Dr. Lazarus of Tev'Mek, Alexander Dane and... a friend!

The crowd continues to go nuts.
*
	4/2E/99	PINK)




FRED
	Mathesar ... Are 'you all rlaht?	*
	MATHESAR	*
We'll be fine now, 'thanks to all of


The fans then look up, astonished to see glimpses of HUNDREDS 
more of the aliens In the ship's portholes... Everything grows 
SILENT. They oan't believe their eyes. Then, suddenly as if all 
this weren't enough... There is a crash and...

JASON EMERGES WITH SARRIS, THE TWO LOCKED IN MORTAL COMBAT.
Sarris is bigger and meaner, but Jason has the advantage. He 
quickly overcomes Sarris, punching him again and again and again 
until Sarris collapses to the ground unconscious.

ANNOUNCER
Commander Peter Quincy Taggart... Jason Nesmith!

Jason, Gwen, Alexander, Fred, Tommy and Guy stand there, shoulder 
to shoulder, as the audience goes into a frenzy of applause... 
Whether it's real or not is no longer relevant to them. They're 
just JUBILANT.

Jason look out and spots Brandon and his friends in the back of 
'the room... With a look of true gratitude, Jason crosses his 
fists In the traditional GALAXY QUEST gesture of respect, and 
Brandon returns I't~ about to~burst with pride...

Then Jason DIPS Gwen, giving her a big kiss.  The crowd oheers, a 
teen female fan FAINTS.  Thev release, and Jason puzs his nanas 
in the air, taking in the adulation.  Gwen turns oo Alexander, 
flustered, as the audience cheers...

GWEN
He always has to make the big entrance.

ALEXANDER
By Grabthar's Hammer, this is true.
	159	NT. LIVING ROOM - SOMEWHERE - NIGHT	159

A cute little boy, no older than 6, lays on a carpet in front of 
his television, swinging his legs and munching on a bowl of 
popcorn.

On TV we see the opening to GALAXY QUEST, but now the effects are 
modern, TV quality CGI and Jason and the others are their current 
ages. The title comes up reading...

GALAXY QUEST, THE JOURNEY CONTINUES
~c as ~ shIp Wniozes paso ana -ouo 'to soace, one   ~O't~C  cv 
raises nis  ~otle fi~~ h~. -~he air and shouos, a  ovous oDarKIe 
in nis .......

LITTLE BOY
Never give up. Never surrender!

CUT TO BLACK:

The End.


1	EXT PLAIN OF HOTH - HELICOPTER SHOT - DAY			1

	A white snowscape races toward camera ... the MAIN
	TITLE quickly recedes, followed by a roll-up.

		Episode V:

		THE EMPIRE STRIKES BACK ...
		After the destruction of its
		most feared battle station, the
		Empire has declared martial law
		throughout the galaxy.

		A million worlds have felt the
		oppressive hand of the Emperor
		as He attempts to crush the
		growing rebellion.

		As the Imperial grip of tyranny
		tightens, Princess Leia and the
		small band of freedom fighters
		search for a more secure base of
		operations ...

	The roll-up disappears into the black horizon.

2	EXT PLAIN OF HOTH - HELICOPTER SHOT - DAY			2

	The camera tilts down bringing into view a small
	figure galloping across the windswept ice slope.

3	EXT PLAIN OF HOTH - DAY						3

	A closer panning shot reveals a bundled rider on a
	large gray snow lizard, called a TAUNTAUN.  Curving
	plumes of snow rise from beneath the speeding paws
	of the two-legged beast.

4	EXT PLAIN OF HOTH - SLOPE - DAY					4

	The rider gallops up a slope and reins his lizard to
	a stop.

5	EXT PLAINS OF HOTH - SLOPE - DAY				5

	He pulls off his protective goggles.  It is LUKE
	SKYWALKER.  He notices something in the sky and takes
	a pair of electro-binoculars from his utility belt.

6	EXT PLAIN OF HOTH - LUKE'S POV - DAY				6

	From LUKE'S POV, we follow a bright object as it falls
	to the ground.  On the distant horizon, an explosion
	marks the point of impact.

7	EXT PLAIN OF HOTH - SLOPE - DAY					7

	The wind whips at Luke's fur-lined cap as he activates
	a com-link transmitter.  His lizard is nervous.

					LUKE
			(to the Tauntaun)
		Easy girl, it's just another
		meteorite.
			(into com-link)
		Han ... Han ol' buddy, do you
		read me?

	After a little static a familiar voice is heard.

					HAN (OS)
			(filtered)
		Loud and clear, kid.  What's up?

					LUKE
		I've finished my circle and I
		haven't picked up any life read-
		ings.

					HAN (OS)
			(filtered)
		There isn't enough life on this
		ice cube to fill a space cruiser.
		My sentry markers are placed.
		I'm heading back to the base.

					LUKE
		I'll see you shortly.
		A meteorite just hit the ground
		near here and I want to check it
		out .. Won't be long.

8	EXT PLAIN OF HOTH - SLOPE - DAY					8

	Luke clicks off his transmitter and reins back on his 
	lizard, which seems frightened.  Luke pats the beast
	on the head to calm it.

					LUKE
		Weeho, girl!  What's the matter
		... you smell something?  There's
		nothing out there.  I'll check
		again ...

	Luke takes a small device from his belt and starts to
	adjust it when suddenly a large shadow falls over him
	from behind, followed by a monstrous HOWL.  Luke turns and
	looks up at an eleven foot high shape towering over him.

					LUKE
		Son of a jumping ...!!!

	He grabs for his pistol, but is HIT flat in the face
	by a huge, white claw, knocking him into the snow,
	bloody and unconscious.

9	CLOSE-UP LUKE							9

	Luke falls unconscious into the snow.  The terrified
	screams of the Tauntaun are cut short by the horrible
	snap of a neck being broken.

10	EXT PLAIN OF HOTH - SLOPE - DAY				10

	The WAMPA ICE MONSTER grabs Luke by one ankle and 
	drags him away.

11	EXT METEORITE CRATER - SNOW PLAIN - DAY		11

	A WEIRD MECHANICAL SOUND is heard over the whining of 
	the wind.  A strange PROBE ROBOT, with several extended
	sensors, emerges from the smoke-shrouded crater.  The
	ominous robot FLOATS across the snow plain, and disap-
	pears into the distance.

12	EXT ICE CAVES - REBEL BASE ENTRANCE - DAY		12

	A stalwart figure rides his Tauntaun up to the entrance
	of an enormous ice cave.

13	INT MAIN HANGAR DECK - REBEL BASE				13

	Rebel troopers are rushing about unloading supplies
	and otherwise securing their new base.  The rider
	swings rakishly off his lizard and pulls away his
	goggles: HAN SOLO.  He walks briskly into the main
	hangar deck toward the MILLENNIUM FALCON, which is parked
	among several fighters.  Mechanics, R-2 units and various
	other droids hurry about.  Han stops at the Millennium
	Falcon.  His Wookiee co-pilot is welding on the back of
	a central lifter.  Now he stops work and lifts his face
	shield; CHEWIE growls a greeting to his boss.

					HAN
		Cold isn't the word for it, Chewie.
		I'll take a good fight any day
		over all this hidin' and freezin'!
		... How you coming with those
		lifters?

	The Wookiee GRUMBLES a reply.

					HAN
		All right.  I'll go  report then
		I'll give you a hand with them.
		Soon as those lifters are fixed,
		we're out of here.

	Chewbacca lets out with a joyful CHUCKLE and returns
	to his work as Han leaves.

14	INT COMMAND CENTER - ICE CAVE				14

	A makeshift   command center has been set up in a blaster
	area of thick ice.  The low-ceilinged room is a beehive
	of activity.  Controllers, troopers, and droids move
	about setting up electronic equipment and monitoring
	radar signals.  GENERAL RIEEKAN straightens up from a
	console as Han approaches.

					RIEEKAN
		Captain Solo.  What's the situation?

					HAN
		There isn't a hint of life in
		the area.  But all the perimeter
		markers are set, so you'll know
		if anyone comes calling.

					RIEEKAN
		Good, and Commander Skywalker?

					HAN
		He's checking out a meteorite
		that hit near him. He'll be in
		soon.

					RIEEKAN
			(indicates radar screen)
		With all the meteor activity in
		this system, it's going to be
		difficult to spot approaching
		ships.

					HAN
		The Empire won't look for you out
		here.  I'd say you're all set ...
		which means it's time for me to
		get going.

					LEIA (OS)
		You're leaving?

	The two men turn to see PRINCESS LEIA, dressed in a
	short white combat jacket and pants.  She is upset by
	Han's news.  Her hair is braided and tied across her
	head in a Ò30'sÓ Nordic fashion ...

					HAN
		That's right.

					RIEEKAN
		You're an extraordinary fighter.
		I hate to lose you.

					HAN
		Thank you, General.  But there's
		a price on my head.  If I don't
		pay off Jabba the Hutt, I'm a 
		walking dead man.

					RIEEKAN
		I understand.  A death mark is
		not an easy thing to live with ...
		Until our paths cross again,
		may the force be with you.

	Rieekan touches Han and moves away.  Han turns to
	Leia.

					HAN
			(with feeling)
		I guess this is it, Your Highness.

	Leia is angry.  Han sees she has no warmth to offer
	him.  He shakes his head and adopts a cooler tone.

					HAN
		Well, don't get all mushy on me.
		So long, Princess.

	Han walks away.  Leia stews a moment, then follows him.

15	INT ICE CORRIDOR - REBEL BASE - HOTH			15

	Han strides down a corridor carved from the ice.  Leia
	follows quickly, agitated.  Behind them, unnoticed, an
	appendage of a Wampa Ice Monster suddenly detaches from
	a seemingly solid section of ice wall.

					LEIA

		Han!

	Han stops in the quiet corridor and turns to face Leia.

					HAN
		Yes, Your Highness?

					LEIA
		You said you were going to stay.
		What happened?

					HAN
		That bounty hunter we ran into
		on Ord Mantell changed my mind.

					LEIA
		Does Luke know?

					HAN
		He'll know when he gets back ...
		Don't give me that look.  Every
		day more bounty hunters are
		searching for me.  If I don't 
		pay off Jabba soon, there'll be
		too many to stop ... Remotes,
		Gank killers, and who knows what
		else.  I've got to get that price 
		off my head while I still have a head.

					LEIA
		Han, we need you here.

					HAN
		We?

					LEIA
		Yes.

					HAN
		Not you?

					LEIA
			(mystified)
		Me?  I don't know what you mean.

					HAN
			(shakes his head, fed-up)
		You probably don't.  How could
		you?  You're so terrified of your
		own emotions ...

					LEIA
		And what are they, pray tell?

					HAN
		You want me to stay because of
		the way you feel about me.

					LEIA
		I respect you.  You're a bold
		fighter, maybe not the brightest,
		but ...
					HAN
		No, your worship.. That's not
		what I'm talking about.

	Leia stares at him, understands, then laughs.

					LEIA
		You're imagining things.

	Han has had it with this broad.  He steps closer.
	Leia is almost against the wall.  Han puts a hand
	against the wall to cut off any retreat.

					HAN
		Am I?  I say you came running 
		after me because you were afraid 
		I was leaving you without even a
		kiss.

					LEIA
		I'd just as soon kiss a wookiee.

					HAN
		There's no accounting for taste.
		Believe me, you could use a good
		kiss.
			(warming to the subject)
		You've spent so much time doing
		your duty and giving orders you've
		never learned how to be a woman.
		It's a shame, because you've got
		all the makings for one.  I could
		have helped you plenty in that
		department ... if you'd have let
		go for a minute.  But it's too
		late now, sweetheart.  Your big
		opportunity is flying out of here.

					LEIA
		We are fighting for a cause much ...

					HAN
		Spare me please!  Don't tell me
		about the Rebellion again.  I've
		had it with your noble mission.
		All you let yourself think about
		is the Rebellion.  The result is
		you're as cold as this planet.

					LEIA
		And you think you're the one to
		apply some heat?

					HAN
		Sure ... If I were interested.
		But I don't think it'd be much fun.

	He steps away from her, takes a last cool appraisal.

					HAN (Continued)
		We'll meet again.  Maybe you'll
		have grown up a little by then.

					LEIA
		You have all the breeding of a
		Bantha, but not as much class ...
		Enjoy your trip, hot shot!

	Leia walks away.

16	EXT ICE PLAIN OF HOTH - DAY					16

	Track with the sinister, probe robot as it moves across
	the vast frozen wilderness.  One of its extended sensors
	detects something and the robot stops, turns and heads
	off in another direction, at high speed.


17	EXT MOUND OF SNOW - ICE PLAIN - HOTH - DAY			17

	The robot stops before a large mound of snow about
	twenty feet long and six feet high.  It circles the
	mound, then shoots a thin laser bolt at the snow drift.

18	CLOSE-UP MOUND OF SNOW						18

	The mound shakes a little bit and two large eyes appear
	at one end, staring directly at the robot.  A primeval
	BELLOW issues forth from the mound.

19	EXT MOUND OF SNOW - ICE PLAIN - HOTH - DAY			19

	The robot backs off a few feet, then blasts the mound
	with a heavy laser bolt that disintegrates the snow-
	covered creature in a cloud of smoke and flame.

20	EXT ICE PLAIN - HOTH - DAY				20

	The evil robot moves off toward the horizon.

21	EXT ICE GORGE - HOTH - DUSK					21

	The jagged face of a huge ice wall sits gloomily in the
	dim twilight of a Hoth day.  Luke hangs spreadeagle
	upside down, ankles tied by hide thongs to ice
	stalactites, his extended arms within a meter of the snow
	floor.  His face is covered in dried frozen blood on one 
	side.  He opens his eyes as a chilling MOAN of the
	hideous ice creature echoes off the gorge walls.

22	EXT ICE GORGE - MED SHOT LUKE - DUSK			22

	Luke pulls himself up, grabs hold of his ankles, and
	futilely tries to unfasten the thongs.  Exhausted, he
	drops back into the hanging position.

					LUKE
			(to himself)
		Relax.  Relax.

	Luke spies his laser sword lying near a pile of his
	discarded gear about three feet out of reach.  Rever-
	berating through the gorge, the growling and crunching
	sounds of the approaching ice monster can be heard.
	Luke desperately strains for his sword.  Quietly, almost
	a whisper, Luke hears old BEN'S CALM VOICE.

					BEN (Voice Over)
		Luke, think the saber in your
		hand.

	Luke focuses on the saber as the huge monster's feet
	crunch closer.  Luke's hand strains toward the weapon,
	his eyes squeeze tight in concentration.

					LUKE
		Gotta relax, relax ....

					BEN (Voice Over)
		Let The Force flow, Luke.

	Just as the ice monster looms over Luke, the light
	saber suddenly jumps three feet into Luke's hand.  The
	young warrior instantly ignites the sword, swings up
	and cuts both of his bindings.  He drops to the snow in
	a heap.  The startled ice monster moves back, his giant
	yellow eyes blinking.  The most that can be discerned
	of the creature is a shape, and those two perplexed eyes.
	Luke scrambles to his feet.  He swings his light saber
	and the monster screams in pain.

23	EXT ENTRANCE TO ICE GORGE - HOTH - DUSK		23

	Luke staggers out of the gorge and stumbles down a
	snow bank.

24	INT MAIN HANGAR DECK - MILLENNIUM FALCON - DUSK		24

	The hangar is full of activity.  We hear a familiar
	stream of beeps and whistles a moment before catching
	sight of ARTOO and THREEPIO, who appear from a corridor
	and move along an ice wall toward the Millennium Falcon.
	Behind them, in the ice, two large yellow eyes blink
	open.

					THREEPIO
		It is not my fault, you malfunc-
		tioning twerp.  I merely commented
		That it was freezing in her chamber.
		But it's supposed to be freezing.
		I did not ask you to turn on the 
		thermal heater. I don't know how
		we'll get all her things dried out
		... Ah. Here we are.

	The two robots stop at Han Solo's space freighter.
	Han and Chewie are still struggling with their central
	lifters.

					THREEPIO
		Captain Solo, sir. Might I have
		a word with you?

					HAN
		What is it?

					THREEPIO
		Mistress Leia has been trying to
		reach you on the communicator,
		but either you have it turned off,
		or it is malfunctioning ... if
		it's damaged, Artoo, could fix it,
		if you like.

					HAN
		I shut it off.  What's her royal
		holiness want?

					THREEPIO
		She is looking for Master Luke,
		and assumed he would be here with
		you.  No one seems to know ...

	Han glances at the fading light at the entrance of
	the ice cave as night slowly begins to fall on the
	planet.

					HAN
			(concerned)
		Luke's not back yet?  It's almost 
		night out there!

	Han jumps down off the lift.

					HAN
		Bolt it down, Chewie ...
			(yelling)
		Deck Sergeant!
			(into com-link)
		Control, has Commander Skywalker
		reported in yet?

	He gets a negative reply as the DECK SERGEANT and an
	AIDE rush up to Han.

					DECK SERGEANT
		Yes sir!

					HAN
		Sergeant, is Commander Skywalker
		back yet?

					DECK SERGEANT
		I haven't seen him.  He probably
		came in through the south entrance.

					HAN
		Probably isn't good enough, Sergeant.
		Check on it!

	The Deck Sergeant and his aide turn and rush off.
	Artoo lets out a confused whistle.

					THREEPIO
		I don't know, Artoo.
			(to Han)
		Sir, might I inquire what's going
		on?

					HAN
		Go tell your precious Princess ...
		Luke is dead unless he shows up
		soon.

	Artoo lets out with a hysterical whistle.

					THREEPIO
		Oh no!

25	INT MAIN HANGAR DECK - TAUNTAUN CORRAL - NEAR ENTRANCE    25
	DUSK

	The Deck Sergeant and several Troopers inspect the 
	mangled remains of three dead Tauntauns.  Some of the
	hardware nearby has also been brutally pulled out of
	shape.  Several surviving Tauntauns shuffle nervously
	nearby.  Outside the light is slowly fading.

					TROOPER
			(to Deck Sergeant)
		... I can't imagine, sir.  Their
		necks are broken.

	The Deck Sergeant nods, then notices Han running up
	and steps out of the group to meet him.

					DECK SERGEANT
		Commander Skywalker hasn't come
		through the south entrance, sir.
		Maybe he slipped by without
		checking in.

					HAN
		Not likely!  Where are the
		speeders?

					DECK SERGEANT
		We haven't got them adapted to
		this cold yet ...

					HAN
		We'll have to go out on Tauntauns.

					DECK SERGEANT
		The temperature is dropping too
		fast.

					HAN
		You bet it is ... and Luke's out
		in it.

	Han pushes through the troops and mounts a snow lizard.
	Huge monster feet move into the shadows of one of the 
	X wing bays.

					DECK SERGEANT
		The night storms will start before
		you can reach the first marker.

					HAN
		Then I'll see you in Hell.

26	EXT SNOW CAVE ENTRANCE - REBEL BASE - DUSK			26

	The small, lone figure riding a snow lizard races off
	into the hostile vastness of snow and cold.  The
	slightest hint of wind blows up the snow behind the
	Tauntaun.

27	EXT PLAIN OF HOTH - DUSK				27

	The dark, evil probe robot moves across the frozen
	floor of the Hoth plain.  The wind is beginning to
	pick up, and snow starts to cake on the front of the
	robot.  It stops, hovers, then drops to the ground.
	Several probes emerge from its metal hull and a dome
	shaped force field around the robot begins to glow. 
	Eventually, the force field becomes a solid shape and
	is quickly covered with the blowing snow.

28	EXT PLAIN OF HOTH - DUSK				28

	Han rides across the plain on his Tauntaun.

29	EXT PLAIN OF HOTH - CLOSE-UP HAN - DUSK		29

	He reigns his mount to a stop, looks around and listens.
	It's almost as if he hears something.  He turns and looks
	in one direction, then spurs his lizard in that direction.

30	EXT PLAIN OF HOTH - DUSK				30

	Han rides off across the plain on his Tauntaun.

31	EXT SNOW DRIFT - HOTH - DUSK				31

	The wind is blowing quite strong now.  Luke struggles to
	stay upright, but a blast of freezing snow knocks him 
	over.  He struggles to get up, but can't.  The young
	warrior from Tatooine drags himself a couple of feet
	and then collapses.

					LUKE
		I can't ...

					BEN
		You must.  Luke, look at me!

	Luke looks up and sees old BEN KENOBI standing not ten
	feet away.  Luke strains to lift himself up.  He is
	speechless.

					BEN
		You must survive, Luke.

					LUKE
		I'm cold ... so cold ...

					BEN
		You must go to the Dagobah System
		... There you will learn from
		one who taught me:  Yoda, the
		Jedi Master.

					LUKE
		Ben ... Ben ...

					BEN
		Luke ... you are the only hope.

	The image of Ben fades, revealing a lone rider on a 
	Tauntaun in the windswept horizon.

					LUKE
		Ben!?

	Luke drops into unconsciousness.

32	EXT SNOW DRIFT - HOTH - DUSK				32

	Han pulls up, leaps off his lizard.  He goes to his
	snow-covered friend and cradles him in his arms.  Han's
	Tauntaun lets out a low, pitiful bellow.  There is real
	fear in Han's face as he shakes Luke.

					HAN
		Come on, buddy, you aren't dead
		yet.  Give me a sign here.

	Luke doesn't respond.  Han begins frantically rubbing
	Luke's wounded face.  Soon he is slapping him.

					HAN
		Don't do this, Luke, it's not your
		time ...

	Luke responds to a slap.  Han is joyous.

					HAN
		All right!  I knew you wouldn't
		leave me out here all alone!

	Han glances over toward his Tauntaun with concern as
	he starts to lift Luke.

					HAN
			(to Luke)
		We've got to get you out of here
		before our transportation freezes.

33	EXT SNOW DRIFT BY TAUNTAUN - HOTH - DUSK			33

	Han has carried Luke almost to the lizard when the
	Tauntaun dies with a moan.  Han checks the lizard.

					HAN
		Blast!  Deader than a Triton moon.
		We haven't got much time.

	Han ignites Luke's light saber and cuts the beast from
	head to toe.  He quickly shovels the steaming innards
	of the beast into the snow.  Then he lifts Luke's inert
	form and stuffs him inside the carcass.

					HAN
		I know this doesn't smell so good,
		Luke, but it'll keep you from 
		freezing.  I'm sure this Tauntaun
		wouldn't hesitate if it were the
		other way around.
			(Han gets an awful
				whiff of the insides)
		Whew!  It's just as well you're
		out, pal.

	Han starts pulling things out of a pack on the dead 
	lizard's back.

					HAN
			(into com-link)
		Base one, do you copy? ...
		This com-link is useless.

	The wind has picked up considerably and Han is beginning 
	to find it difficult to move.  He struggles with the
	shelter container, opens it and starts constructing it.

					HAN
		If I don't get this shelter up
		fast, Jabba the Hutt won't need 
		those bounty hunters.

34	SNOW DRIFT - HOTH - DUSK				34

	A veil of icy snow flows across the snow drift obscuring
	the doomed warriors.

35	INT MAIN HANGAR DECK - ENTRANCE - NIGHT		35

	Princess Leia and her two robots stand before the dark
	entrance to the rebel base, waiting for a sign of the
	two rebel heroes.  Leia shivers as the cold wind blows 
	in on her.  Artoo beeps a mournful tone.  Chewie is
	sitting nearby with his head in his hands.

					THREEPIO
		Artoo can pick up no signals,
		although he feels his range is
		probably too limited to give up
		hope.

	Leia nods an acknowledgement, but she is lost in thought
	that is only broken when General Rieekan approaches.

					RIEEKAN
		Nothing more can be done tonight.
		The shield doors must be closed.
		I can't wait any longer.  I'm sorry.

					LEIA
			(resigned)
		I understand.

	Chewie lets out a long, mournful howl, somewhat like a
	coyote.

					RIEEKAN
		The speeders should be ready in
		the morning.  They'll make the
		search easier.

					LEIA
		Is there any chance of them
		surviving out there?

					RIEEKAN
		Slim, but yes, there's a chance.
		They have a shelter.  It's not
		much, but ...

	Artoo lets out with a complex series of efficient beeps.

					THREEPIO
		Beggin' your pardon, ma'am, but
		Artoo says the chances of survival
		are one thousand, seven hundred
		twenty-seven to one.
			(to Artoo)
		Actually, I don't think we needed
		to know that.

	Leia stands praying to herself as the huge metal doors
	slam across the entrance of the ice cave.  The loud
	BOOMS echo through the huge cavern.  Chewie lets out
	another howl.

36	EXT ICE PLAIN - HOTH - DAWN					36

	The huge dim sun of Hoth crawls lazily over the horizon
	in the North as a spurt of snow shoots skyward
	revealing the dark probe robot.  The sinister object
	pulls in several of its extended arms, hovers for a 
	few moments, then starts off across the bleak Hoth plain.

37	EXT SNOWDRIFT - HOTH - DAY				37

	A small, snub-nosed, armored landspeeder races across
	the white landscape.

38	INT ARMORED SNOWSPEEDER - HOTH SNOWDRIFTS - DAY		38

	There is only one PILOT, ZEV, in the enclosed two-man
	craft.  He concentrates on the scopes which ring his
	cockpit.  A low beep can be heard.

					ZEV
			(excited)
		I've got something!  Not much but
		it could be a life form  FTC 2321
		by TRX 1173.  I'm closing in ...

39	EXT ARMORED SNOWSPEEDER - HOTH SNOWDRIFTS - DAY		39

	The small craft banks and makes a slow arc racing off
	in a new direction.

40	INT ARMORED SNOWSPEEDER - HOTH SNOWDRIFTS - DAY		40

	The pilot switches over to a new transmitter.

					ZEV
		This is S-122 calling Captain
		Solo, Commander Skywalker. Do
		you copy?  This is S-122 ...

	There is a sharp crackle of static then a faint voice.

					HAN (OS)
			(filtered)
		Nice of you guys to drop by.  Hope
		we didn't get you up too early.

					ZEV
			(switching transmitters)
		Base One, I found them,  Repeat,
		I found them ....

41	EXT SNOWDRIFT - HOTH - DAY				41

	The small shelter is covered with snow on the windward
	side.  Han has made a makeshift antenna which rests
	gingerly on top of the snowdrift.  The small armored
	speeder can be seen approaching in the distance as Han
	waves frantically in the foreground.

42	INT MEDICAL CENTER - REBEL BASE				42

	Strange ROBOT SURGEONS adjust a mass of electronic
	equipment.  A switch is thrown and a sudden blinding
	flash obscures Luke in a chamber filled with a thick,
	gelatinous red slime.  Luke begins to thrash about,
	raving in his delirium.

43	INT MEDICAL CENTER OBSERVATION ROOM - REBEL BASE		43

	Leia, Threepio, and Chewbacca are watching from a
	glassed-off room next door, where Han is resting on a
	cushioned medical table.  They can hear the mechanical
	surgeons working and Luke's ravings on a speaker in
	the room.

					LUKE
		Watch out ... snow creatures ...
		dangerous ... Yoda ... go to Yoda
		... only hope ... must survive ....

	Han raises himself on the table, listening to Luke.
	Chewbacca makes him lie back down, then BARKS a comment
	in reference to Luke.

					HAN
		He doesn't make sense to me either,
		Chewie.

					THREEPIO
		I do hope he's all there ... if
		you take my meaning.  I would hate
		to see Master Luke develop a short
		circuit ...

					HAN
		The kid ran into something mean,
		and it wasn't the cold.

					LEIA
		Those creatures he keeps talking
		about ... we'd better double the
		security ... Han, I don't know
		how ...

					HAN
		Forget it.

	TOO-ONEBEE (2-1B), a surgeon droid, enters the room.

					TOO-ONEBEE
		He had gone into dormo-shock,
		almost hibernation.  But he's
		responding to the Bacta.  We'll
		bring him through.

	Leia breathes a sigh of relief.  Chewie lets out a long
	GRUNT of approval.

					LEIA
		Now all we've got to worry about
		is what attacked him.

					HAN
		No kidding.  If this snowball's
		got nasty natives, they could be 
		anywhere.

	Chewie WHINES, looks around.

					HAN
		That's right, Chewie, inside the
		base.

44	INT CORRIDOR - REBEL BASE					44

	The drip, drip, drip of melting ice echoes throughout
	the long eerie corridor.  A trooper walks by, followed
	at a short distance by Artoo, who rolls along whistling
	to himself. Behind him, a Wampa Ice Monster suddenly
	appears from out of the wall and begins following the
	little droid.  Up ahead Artoo sees several troopers
	begin to act rather strangely, pointing at him and 
	yelling.  This puzzles Artoo, and he stops for a moment
	to figure it out.  Far in the distance, alarms begin to
	go off.

	Artoo comes to a conclusion, spins his head around and
	sees the Ice Monster staring down at him.  The droid
	lets out a screech and races down the hall at full tilt
	ahead of the advancing monster.

	A small troop of soldiers has gathered at the end of the
	hallway with weapons.  Artoo races through the armed
	gathering as the creature screams and charges the
	troopers, laser bolts exploding around him.  Artoo peeks
	from around a corner in time to see several troopers
	hurled against the walls like rag dolls.  Two soldiers
	fire a laser bazooka at the monster and it is obscured
	by an enormous explosion.

	The smoke clears.  The silence is spooky.  The Ice
	Monster stands seemingly dumbstruck.  Artoo gives a short,
	worried beep.  The creature topples over in a dead heap.
	A cheer goes up from Artoo and the troopers as they
	converge to inspect the fallen creature.  A young CORPORAL
	pulls his com-link off his belt and speaks into it.

					CORPORAL
		We got it, sir, but there may be
		more.

45	INT COMMAND CENTER - REBEL BASE				45

	Alarms buzz softly in the background.  The entire command
	center is on full alert.  General Rieekan is conferring
	with the HEAD CONTROLLER as Han and Leia enter the room.
	Threepio and Chewie follow.

					LEIA
		Have they analyzed the one that
		was killed?

					RIEEKAN
		Not yet.  They're working on it
		now.

	Another alarm goes off at a console behind them and the
	SENSOR CONTROLLER at that spot calls across the room.

					SENSOR CONTROLLER
		General!

	Rieekan leaves the group as they continue ...

					HEAD CONTROLLER
		It won't be long before our sensors
		will be able to track them.

					THREEPIO
		It figures Artoo would be in the 
		middle of this.

					HAN
		It's going to be a little tricky
		around here until we know where
		they're coming form.

46	INT COMMAND CENTER BY CONSOLE - REBEL BASE			46

	Rieekan looks up grimly from the console in the back-
	ground.  He calls over to Leia and Han.

					RIEEKAN
		We have a visitor.

	The group hurries over to Rieekan.

					RIEEKAN
		We've picked up something outside
		the base in zone one, moving East.

					LEIA
		What is it?

					SENSOR CONTROLLER
		Can't tell yet ... Metal.

					HAN
		Then it's not one of those creatures.

					LEIA
		Could it be one of ours?  A speeder?

					SENSOR CONTROLLER
		I'm getting no signal.  Wait,
		something very weak.

	Threepio steps up to the control panel and listens to
	the strange signal intensely.

					THREEPIO
		I must say, sir, I'm fluent in
		over six million forms of communi-
		cation, but this is something new
		... must be in code or ....

	A new VOICE comes over the com-link.

					TROOPER VOICE
		This is station five and we have
		your object on our scopes ...
		It's just over the ridge, we
		should have visual contact in
		about ... What the? ... Oh no!

	The transmission ends in static.

					HAN
		Whatever it is, it isn't friendly.
		I'm going to have a look.  Come on,
		Chewie.

					RIEEKAN
		Wait.  I'll send a patrol with you.

					HAN
			(over his shoulder)
		Fine.  But they'll have to take 
		care of themselves.

47	EXT SNOW PLAIN - OVER REBEL BASE - HOTH - DAY		47

	The dark probe robot moves past the smoldering ruins of
	the station fire and down a ridge toward the rebel base.

48	EXT SNOW PLAIN - SPEEDER - OVER REBEL BASE - HOTH - DAY   48

	The robot stops when it sees in the distance a tiny
	speeder racing toward it followed by several other
	speeders. A large antenna projects skyward from the
	robot's top and it begins to send out a PIERCING SIGNAL.

49	EXT SNOW DUNE - SPEEDER - HOTH - DAY			49

	The speeder disappears behind a snow dune.

50	EXT SNOW PLAIN - OVER REBEL BASE - HOTH - DAY		50

	The sinister robot continues to send out its high pitched
	signal while frantically searching the landscape for the
	rebel speeders.

51	EXT SNOW PLAIN - OVER REBEL BASE - HOTH - DAY		51

	Shortly, Chewbacca pops his head over a snow bank not
	thirty feet away.  The robot swings around, its deadly
	ray ready to fire.  But before it can get a shot off,
	it is hit from behind by a laser bolt, and explodes in
	a million pieces.

52	EXT SNOW PLAIN - OVER REBEL BASE - HOTH - DAY		52

	Han Solo rises from the direction of the deadly bolt
	and walks over to the spot where the robot was a moment
	before, taking out his com-link.

53	INT COMMAND CENTER - REBEL BASE				53

	Princess Leia and Rieekan listen to Han on the com-link.

					HAN (OS)
			(filtered)
		.... I'm afraid there's not much
		left.

					LEIA
		What was it?

					HAN (OS)
			(filtered)
		Droid of some kind.  I didn't hit
		it that hard.  It must have had a
		self-destruct ....

					LEIA
		An Imperial probe droid.

					HAN (OS)
			(filtered)
		Now don't panic.  We don't know
		that.

					RIEEKAN
		But, we don't know it wasn't.

54	SPACE - IMPERIAL FLEET						54

	Darth Vader's Star Destroyer, larger and stranger than
	the five Imperial Star Destroyers that surround it, sits
	in the vastness of space.  The six huge ships are
	surrounded by a convoy of smaller spacecraft.  Tie
	fighters dart to and fro.

55	INT BRIDGE - MAIN CONTROL DECK - VADER'S STAR DESTROYER   55

	Controllers working the vast complex of electronic
	controls hear ominous, approaching footsteps and look
	up from their controls.  The squat, evil-looking
	ADMIRAL OZZEL and the young, powerfully-built GENERAL
	VEERS, who have been conferring near the front, also
	feel the approaching presence and turn that way. DARTH
	VADER, Lord of the Sith, enters like a chill wind. As
	he moves across the wide bridge, CAPTAIN PIETT hurries
	up to Ozzel.

					PIETT
		I think we've found them, Admiral.

					OZZEL
		Are you sure, Captain?

					PIETT
		Well, the report we have is only 
		a fragment, from a probe droid in
		the Hoth System, but it's the best
		lead we've had in ....

					OZZEL
			(angry)
		We have millions of probe droids
		searching the galaxy ... I want
		proof, not leads.  I don't intend
		to continue to chase around from
		one side ....

					VADER
			(looming over the group)
		The Hoth System?

					PIETT
		Yes, Sir .... we have visuals ...
		the System is supposed to be devoid
		of human forms ...

	On a large screen, an image of the rebel snow base
	appears surrounded by complicated computer readouts.
	The rebel speeders can be seen approaching in the
	distance.  Vader studies the image.

					VADER
		That's it.  That's the one.

					OZZEL
		My Lord, how do you know it's
		them?  There are so many uncharted
		settlements.  It could be smugglers ...

					VADER
		I know.  And I know young Skywalker
		is with them.  Bring in the patrol
		ships, Admiral, and set your course
		for the Hoth System.  General Veers
		prepare your men ....

56	INT ICE CORRIDOR - REBEL BASE - HOTH			56

	Artoo and Threepio are moving by a steel door on which
	an X had been painted.  From behind it come intermittent
	THUMPS and ROARS.

					THREEPIO
		... It seems the snow creatures
		are attracted to a high-pitched
		whistle.  That's how they're being
		drawn to this trap.

	Artoo WHISTLES his understanding as he stands before 
	the door.  Immediately the THUMPING on the door picks
	up.  Artoo beeps a question.

					THREEPIO
		See your whistles upset them.
		No, I told you they can't get out!
		Now will you hurry up?  I don't
		know why I bother ...

	Threepio moves around a corner.  Artoo stares at the
	door another moment, then proceeds to tell the Ice
	Monsters off in a burst of beeps and whistles.  The
	THUMPING picks up as Artoo moves casually away.

57	INT MEDICAL CENTER - REBEL BASE				57

	Luke is out of the chamber, lying on the bed previously
	occupied by Han.  Leia is at his side.  She brushes the
	hair out of his eyes and runs her fingers along the scar
	on his face.

					LEIA
		The Bacta are growing well.  The
		scars should be gone in a day or
		so.  Does it still hurt?

					LUKE
		I'm fine.  Really.  Leia ... when
		I was out there and it looked 
		pretty bad ... well, it made me
		think about things.

					LEIA
		Me too.  I was afraid.

	Their eyes meet. Luke touches her cheek with his hand.

					LUKE
		I don't really know how to say this
		... I never have before ... Leia,
		you know how I feel about you ...

	She does and it's confusing.  Their lips are very close.
	About to kiss.  The door opens noisily and Threepio
	enters with Artoo.  Leia pulls back, startled.  Luke
	realizes the moment has been lost.  His mind races for
	a way to regain it as Leia takes on her more formal
	manner.  The droids are a bothersome distraction; Luke's
	concentration is on Leia.  Artoo beeps a cheerful
	greeting.

					THREEPIO 
		Master Luke, it's so good to see
		you functional again.

					LUKE
		Thanks, Threepio.  Leia ...

	Artoo beeps and whistles.

					THREEPIO
		Artoo expresses his relief also.

					LUKE
		Good.  Thanks, Artoo.

					LEIA
			(about to leave)
		You rest now.

					THREEPIO
		So much has happened during the
		period of your indisposition, sir.

					LEIA
		I'll be back later.

					LUKE
			(anxious to keep her)
		Leia ... What would you think if
		I went away for a while?

					LEIA
		What did you say?!

	Leia's reaction is so much bigger and more vociferous
	than Luke expected, it starts what is to become a growing
	snowball of confusion for him.

					LEIA
		Where are you going?

					LUKE
		I have this ... feeling.  I'm
		not sure, really ...

					LEIA
		That's just great.  Why doesn't
		everyone just take off?

					LUKE
		What are you talking about?

					LEIA
		First Han, now you.  When am I
		going to learn not to count on
		anyone but myself? ...

					LUKE
		Han's leaving?

					LEIA

		... I was getting along just fine
		before I met you two moon jockeys.

					LUKE
		Calm down, will ya?  Tell me about
		Han.

					LEIA
		He wants to pay off that criminal
		he's in hock to.

					LUKE
		Jabba the Hutt?

					LEIA
			(back to her tirade)
		I could get more loyalty if I
		went down the hall and recruited
		some of those snow creatures.

					LUKE
		Snow creatures ... they're here?!

					THREEPIO
		Yes, sir.  But they're being trapped
		quite cleverly.

	Artoo beeps and whistles proudly.

					THREEPIO
			(to Artoo)
		What do you mean, you took care
		of that?  I would hardly call your
		part in that matter great ...

	Luke's head is spinning as Han and Chewie make a vigorous
	entrance.  The Wookiee GROWLS a greeting.

					HAN
		Hi kid, you look strong enough
		to wrestle a Gundark.

					LUKE
		Thanks to you.

					HAN
		That's two you owe me, junior.

	Han turns to Leia with a big, devilish grin.

					HAN
		Well, your worship, it looks like 
		you arranged to keep me close by
		for a while longer.

					LEIA
		I had nothing to do with it.  General
		Rieekan thinks it's dangerous for any
		ships to leave the system until we
		know where that probe came from.

					LUKE
		Probe?  What probe?

					HAN
		That makes a good story.  But I
		think you just can't bear to let
		me out of your sight.

					LEIA
		I don't know where you get your
		delusions, laser brains.

	Chewie is amused; he LAUGHS in his manner.  Han is
	enjoying this.  He regards Chewie good-humoredly.

					HAN
		Laugh it up, fuzz ball.  You didn't
		see her alone with me in the south
		passage.

	Luke sparks to this; he looks at Leia.

					LEIA
			(to Luke)
		I don't know what he's talking
		about.

					HAN
		Ooops!  I guess you haven't told
		Luke about that yet.

					LUKE
		About what?

					HAN
		Now don't get the wrong idea, pal.
		She was just trying to express
		her true feelings for me.

					LEIA
			(to Han)
		You must have gone completely out
		of your feeble mind.

					HAN
		Come on, your highness, are you
		telling me you haven't been thinking
		about that kiss?

	Leia is flushed, eyes darting between Luke And Han.

					LEIA
		Why you low-down, stuck-up, half-
		witted, scruffy-looking nerf-herder.

					HAN
		Who's scruffy-looking?
			(a big grin)
		I tell ya' sweetheart, I must've
		hit pretty close to the mark to
		get you hoppin' like this.  Doesn't
		it look that way to you, Luke?

					LUKE
			(staring at Leia)
		Yeah ... it does ... kind of.

	Leia looks vulnerable for a moment, then the mask again,
	focusing on Luke.

					LEIA
		Oh it does, does it?  Well, I
		guess you don't understand every-
		thing about women yet ... do you,
		sonny?

	With that Leia leans over and kisses Luke on the lips.
	Then she stands and walks out.  Everyone is dumbstruck.
	The door closes behind Leia and they all look at each
	other in silence.

	In the distance, the muffled sound of an alarm is heard.

58	SPACE - IMPERIAL FLEET						58

	Six huge star destroyers rest in the Hoth
	System.

59	INT STAR DESTROYER - VADER'S CHAMBER			59

	A dark cubicle is illuminated by a single shaft of light 
	from above.  The brooding Dark Lord sits on a raised
	meditation cube.  General Veers enters the room and
	approaches Vader.  Vader doesn't move.  Veers, although
	seemingly very sure of himself, is still not bold enough
	to interrupt the meditating Lord.  The young general
	stands quietly at attention until the evil presence
	speaks.

					VADER
		What is it, Veers?

					VEERS
		My Lord, the fleet has moved out
		of light speed.  Com-Scan has
		detected an energy field protecting
		an area on the sixth planet in the 
		Hoth System.  The field is strong
		enough to deflect any bombardment.

					VADER
			(angry)
		The rebel scum is alerted to our
		presence.  I told Admiral Ozzel
		not to go out of light speed so
		close to the system.

					VEERS
		He felt surprise was a wiser ...

					VADER
		He's as clumsy as he is stupid.
		A clean bombardment is impossible
		with that energy shield up.  Prepare
		your troops for a surface attack.

	Veers turns smartly and leaves as Vader activates a large
	view-screen showing the bridge of the mighty space
	cruiser.  Admiral Ozzel appears, with Captain Piett
	in the background.

					OZZEL
		Lord Vader, the fleet has moved
		out of light ...

					VADER
		Captain Piett!

	The Captain steps forward, as the Admiral moves away
	slightly confused, touching his throat as it begins
	to constrict.

					PIETT
		Yes, My Lord.

					VADER
		Make ready to land General Veers'
		assault troops on the surface.
		Then deploy the fleet so that
		nothing can get off that system.
		You're in command now, Admiral
		Piett.

	Piett is as pleased as he is surprised.  Admiral Ozzel
	has been struggling to breathe in the background and
	now with a final choke, he dies.

60	INT MAIN HANGAR DECK - REBEL BASE				60

	Alarms sound.  Troops, ground crews and droids rush
	to their alert stations.  Armored landspeeders are
	lined up in attack formation near the main entrance.
	Leia is briefing a group of pilots gathered in the 
	center of the hangar.  Beyond them Han can be seen
	doing some frantic welding on the lifters of the
	Millennium Falcon.

					LEIA
		... the large transport ships will
		leave as soon as they've loaded.
		Only two fighter escorts per ship.
		The energy shield can only be 
		opened for a split second at a
		time, so you'll have to stay very 
		close to the transports.

					PILOT
		What about those Imperial ships
		out there?

					LEIA
		The ion cannon will fire two 
		blasts which will destroy any
		enemy ships in your flight path.
		Then proceed to the rendezvous
		point.  Good luck.

	The pilots hurry away.

61	INT MAIN HANGAR DECK - MILLENNIUM FALCON - REBEL BASE	61

	Han finishes his work and hops down to the hangar floor.
	He pulls out his com-link, all the time eyeing the lifters.

					HAN
			(into com-link)
		All right, Chewie, give it a try.

	Leia passes, giving Han a dirty look.  A mechanism on
	the pirate's ship makes a noise and the lifters begin
	to rise.  Suddenly there is a malfunction and the 
	right lifter breaks partially loose, swinging down with
	a crash.  Han winces.  Leia, across the hangar, turns
	at the sound and shoots Han a ÒWhat a screw-up!Ó look,
	then goes out.

					HAN
			(into com-link)
		Hold it, Chewie.

62	INT COMMAND CENTER - REBEL BASE - HOTH			62

	The command center is quiet but tense, a marked contrast
	to the rushing about on the hangar deck.  Only the buzz
	of complicated electronic equipment overrides the silence.
	General Rieekan watches over the shoulder of a RADARMAN
	as hundreds of small dots dance across a scope readout.
	Leia joins him.

					RADARMAN
		Imperial assault craft have landed
		on the far side.

					RIEEKAN
		If they reach the power generators,
		that will be the end of our energy
		shield.

					LEIA
		We must hold them off until all
		our ships are safely away.

					CONTROLLER
		The first transport is ready ...
		Stand by to fire the ion cannon.

63	EXT IMPERIAL STAR DESTROYER - SPACE				63

	FULL SHOT - A huge Imperial Star Destroyer rests
	against a sea of stars with the white surface of the
	planet Hoth far below in the left part of the frame.

64	INT IMPERIAL STAR DESTROYER NO. 1 BRIDGE			64

	FULL SHOT - Interior Imperial Star Destroyer.  Out
	window stars and the white planet on the left side of 
	the frame.

					CONTROLLER
		Sir ... rebel ship coming into
		our sector.

					CAPTAIN
		Good, our first catch of the day.
		Close in ....

65	COMMAND CENTER - REBEL BASE					65

	The long line of rebel controllers are tense, as are
	Princess Leia and General Rieekan, although they try
	not to show it.  R-2 scoots by in the background
	followed by Threepio; they leave the room.

					CONTROLLER
		Our transport is approaching the
		shield.

					RADARMAN
		Open the shield and fire.

66	EXT ION CANNON - REBEL BASE ICE COVE			66

	FULL SHOT - Giant ball-shaped ion cannon as it rotates
	into position and blasts two red energy beams skyward.

67	SPACE - HOTH REBEL TRANSPORT				67

	FULL SHOT - SPACE - The planet Hoth covers two-thirds
	of the frame, left and lower.  A medium rebel transport
	races away from the planet, followed by the two red
	energy beams.  All race over camera.

68	SPACE - IMPERIAL STAR DESTROYER - REBEL TRANSPORT	68

	FULL SHOT TRUCKING as the rebel transport races over
	the camera toward the waiting Imperial Star Destroyer,
	followed, then overtaken by the two red energy bolts.
	The Imperial Star Destroyer is hit in the conning
	tower by the bolts, causing great explosions.

69	SPACE - IMPERIAL STAR DESTROYER - REBEL TRANSPORT	69

	FULL SHOT - Imperial Star Destroyer as a series of
	explosions rock the ship causing it to veer, then spin
	wildly out of control.  SIDE VIEW of Star Destroyer
	right to left as it careens into deep space, and the
	rebel transport moves across the screen left to right.
	PAN with the rebel ship as it races away to safety.

70	MAIN HANGAR DECK - REBEL BASE - HOTH			70

	Pilots, gunners and R-2 units hurry about.  Luke,
	pulling on his heavy weather gear, is headed toward a
	row of armored speeders.  He stops at the back of the
	Millennium Falcon, where Han and Chewie are trying to
	repair the right lifter with even more haste than
	before.  Luke speaks up to them.

					LUKE
		Looks like this'll be it for awhile.
		Chewie, take care of yourself ...
		and watch over this guy, will ya.

	Chewie BARKS a farewell and returns to his work.  Han
	and Luke exchange warm looks.

					LUKE
		I hope you make your peace with
		Jabba.

					HAN
		Don't worry.  You haven't seen
		the last of us.

	Han swings down by one arm like a monkey and clasps
	Luke's hand.  They hold for a long moment, then break.
	Luke nods and moves away.  Han watches him go.

					HAN
		Give Ôem hell, kid.

	He goes back to work.  Everyone cheers at the announce-
	ment which echoes through the hangar.

					ANNOUNCER (OVER PA)
		First transport is clear and away.

	Luke hurries up to his landspeeder.  His gunner, DACK,
	a fresh-faced, eager kid, is glad to see him.  They
	climb in.

					DACK
		Are you feeling all right, sir?

					LUKE
		Like new, Dack.  How Ôbout you?
		Ready to try some real fighting?

					DACK
		Yes, sir!  Right now I feel like
		I could take on the whole Empire
		myself.  You know what I mean,
		Commander?

					LUKE
			(quietly, strapping in)
		Yeah, I know ... I know.

	Leia's voice comes over the PA system.

					LEIA (OVER PA)
		Speeder pilots ... Your fighters
		are being towed to the south slope.
		They should be safe there.  You'll 
		get a signal when the evacuation
		is complete.

71	ICE CORRIDOR - REBEL BASE - HOTH					71

	Threepio and Artoo stand in the middle of the corridor
	as troops and aides rush past them.

					THREEPIO
		Why is it when things seem to get
		settled, everything falls apart.
		Well, I guess it's goodbye then ...
		Take good care of Master Luke ...
		and take good care of yourself,
		too.  Until we meet again ....

	Artoo replies with a whistle and a toot, turns and
	speeds down the hallway.  Threepio waves, then turns
	and moves off in the opposite direction.

72	EXT ICE CAVE (MATTE)						72

	With gun tower in the foreground, men rush about getting
	ready for the battle.  The giant gun swings around
	pointing to camera slightly left to right.

73	EXT ICE PLAIN - SNOW TRENCH - HOTH			73

	MED SHOT - Rebel troops carry heavy bazooka-type weapons
	into position along a snow trench.  Men rush about as
	officers yell orders and brace themselves against the
	rhythmic gusts of wind.

74	EXT ICE PLAIN - GUN TOWERS				74

	MED SHOT - Rebel troops load power packs into a gun
	turret and swing its guns into position.

75	EXT ICE PLAIN - POWER GENERATORS - GUN TOWERS		75

	MED SHOT - Rebel troops move a dish-like ray gun into
	position.  The huge power generator can be seen in 
	background against the ice cliffs.

76	EXT ICE PLAIN - POWER GENERATORS - GUN TOWERS		76

	MED SHOT of generator, as men scurry about in the fore-
	ground carrying equipment.  The loud buzz and popping
	of the generator is deafening.  Long fingers of energy
	fly off the huge cores every so often.  One trooper
	moves into the foreground as he hears something but
	can't quite make out what it is.

77	EXT ICE PLAIN - POWER GENERATORS - GUN TOWERS		77

	MED CLOSE-UP - An officer in the trench hears the sound
	also.  He turns toward the ice plain horizon.  All work
	stops as the men listen to the distant, thump, thump,
	thump sound.  The officer squints to see something.

78	EXT ICE PLAIN - HOTH - POV				78

	WIDE SHOT - A thin horizon line cuts across the bleak
	landscape.  Small dot-sized objects begin to appear
	on the horizon:  the wind begins to pick up.

79	EXT ICE PLAIN - HOTH						79

	EXTREME CLOSE-UP - The giant foot of an Imperial snow
	walker crashes thru frame, kicking up snow and ice.
	It rises out of frame.

80	EXT ICE PLAIN  POWER GENERATOR - GUN TOWERS		80

	MED SHOT - The rebel officer lifts a pair of electro-
	binoculars to his eyes.


81	EXT ICE PLAIN - HOTH - POV				81

	ELECTRO-BINOCULAR POV of very close view on a giant
	walker, the view ZOOMS back to reveal a full shot of
	three approaching walkers.  Small flashes appear
	around the guns of the lumbering monsters.

82	EXT ICE PLAINS  - POWER GENERATORS - GUN TOWERS		82

	MED SHOT - The officer drops his binoculars as the 
	regular rhythmic pounding begins to vibrate the
	ground.  It grows louder, with a high-pitched,
	metallic rattling.  He speaks into a com-link.

					LIEUTENANT
		Incoming!  Open up ... they're
		point 03, Commander Skywalker

					LUKE
		We're on our way.

	The ice and snow explode around the officer and his
	men.

83	EXT ICE PLAIN  - POWER GENERATORS - GUN TOWERS		83

	MED SIDE ANGLE - The rebel troops aim their weapons 
	at the horizon as explosions erupt all around them.
	They are nervous, and tighten their weapons from the 
	cold or fear.  Behind the troops a dozen speeders race
	screen left to right.

84	EXT ICE PLAIN  - BATTLEFIELD - HOTH				84

	MED FULL SHOT - Four speeders race over camera at full
	throttle.  Slight left to right angle.

85	EXT ICE PLAIN  - BATTLEFIELD - HOTH				85

	HIGH ANGLE - Trucking with speeders as they accelerate
	away from camera toward the distant walkers.

86	EXT ICE PLAIN  - BATTLEFIELD - HOTH				86

	MED CLOSE-UP - Walker head fires at speeders.  Second
	walker in background.  Moving right to left.

87	EXT ICE PLAIN  - BATTLEFIELD - HOTH				87

	MED FULL SHOT - Two speeders going left to right across
	ice plain.  The one in the foreground explodes in a ball
	of flames.  Camera trucking with ships.

88	INT LUKE'S SNOWSPEEDER - ROGUE LEADER				88

	INT SPEEDER OVER-SHOULDER - Pilot (Luke) works his
	controls as he fires at the approaching walkers.
	The monstrous machines fire back, shaking the speeder
	in a hail of flack.

89	EXT ICE PLAIN  - BATTLEFIELD - HOTH				89

	MED SHOT - Side view looking forward along head of
	walker as two speeders race toward it, split and fly
	past.  One speeder on the far side of the head, the 
	other to camera.

90	EXT ICE PLAIN  - BATTLEFIELD - HOTH				90

	FULL SHOT - Two speeders going away, race over camera
	past walker and bank to the right.  Camera trucks in
	at slower speed toward flank of walker during shot.

91	INT LUKE'S SNOWSPEEDER - ROGUE LEADER				91

	INT PILOT POV - Speeder cockpit.  Speeder turns,
	approaching walker number one, and flys through the
	legs of the monstrous machine.  The horizon twists as
	the speeder banks through the legs.  Second walker in
	background.

					LUKE
		Rogue Leader to Rogue Three.

					WEDGE
		Copy, Rogue Leader.

92	INT LUKE'S SNOW SPEEDER - ROGUE LEADER			92

	CLOSE-UP LUKE - Looking back to the speeder cockpit.
	The horizon twists and shakes behind Luke's head as 
	he swings the tiny craft around for another run.

					LUKE
		Wedge, split your squad into pairs ...

93	EXT ICE PLAIN  - BATTLEFIELD - HOTH				93

	FULL SHOT - Pan through foreground legs of walker as
	speeder banks and turns away.  Two other speeders pass
	the first speeder going in the opposite direction.

94	EXT ICE PLAIN  - BATTLEFIELD - HOTH				94

	MED FULL SHOT - Three walkers marching right to left
	firing all cannons.

95	INT LUKE'S SNOWSPEEDER - ROGUE LEADER				95

	CLOSE-UP LUKE - Luke speeds towards approaching snow
	walkers.

96	INT WALKER NO. 3 COCKPIT				96

	Two pilots watch the distant gun emplacements as they
	maneuver their war machine forward.

					PILOT
		On the right!

	Luke's speeder banks in from the side and heads straight 
	for the viewport, blasting away.  A huge explosion hits
	the window and dissipates.  The speeder roars over the
	window.

97	EXT ICE PLAIN  - BATTLEFIELD - HOTH				97

	FULL SHOT - Moving across the top of the walker as
	Luke's speeder skims across it.  Trucking with the
	speeder then it flys overhead.

98	INT LUKE'S SNOWSPEEDER - ROGUE LEADER				98

	CLOSE-UP LUKE LOOKING BACK as the walker grows small
	in the distance.

					LUKE
		That armor is too strong for 
		blasters.

99	EXT ICE PLAIN  - BATTLEFIELD - HOTH				99

	OVERHEAD TWISTING FULL SHOT WALKER - Luke's speeder
	banks up toward camera and turns.

100	INT LUKE'S SNOWSPEEDER - ROGUE LEADER				100

	SIDE VIEW CLOSE-UP LUKE - On the horizon a walker moves
	up past the cockpit window twisting as Luke banks and
	starts another run.

					LUKE
		Rogue Group use your harpoons and
		tow cables.  Go for the legs.  It's
		our only hope of stopping them.
		Hobbie, are you still with me?

101	INT HOBBIE'S SNOWSPEEDER - ROGUE FOUR				101

	CLOSE-UP FRONT HOBBIE as the horizon twists then
	rights itself in the background.  Hobbie, a tanned-
	skin vet of many battles, expertly works his controls.

					HOBBIE
		Yes, sir.

					LUKE (VO)
		Well stick close now.

102	EXT ICE PLAIN  - BATTLEFIELD - HOTH				102

	FULL OVERHEAD TRUCKING - Luke's speeder races into the
	frame from the left in full bank, then straightens out.
	Hobbie's ship comes in from the left and moves in next
	to Luke's ship in a tight formation.  They bank in
	unison and drop closer to the ice surface.

103	INT LUKE'S SNOWSPEEDER - ROGUE LEADER				103

	SIDE CLOSE-UP DACK - Struggles with his harpoon gun as
	he bounces around in the tumbling ship.

					DACK
		Whoea!  Luke, I can't seem to find
		my restraints ...

	Explosions flash outside the window.  As the ship
	moves left to right they pass a walker in the distance.

104	INT LUKE'S SNOWSPEEDER - ROGUE LEADER				104

	INT PILOT'S POV - Over the shoulder of Luke as he 
	swings the speeder around and aims it at the oncoming
	walker.  Laser bolts and flack create a deadly wall
	the speeder must pass through.

					LUKE
		Just hang on Dack, and get ready
		to fire that tow cable ....

	A huge explosion engulfs Luke's speeder, the battered
	craft wobbles a bit.

105	INT LUKE'S SNOWSPEEDER - ROGUE LEADER				105

	FRONT CLOSE-UP LUKE - As the speeder shudders under the
	impact of the explosion, but he manages to regain
	control of the craft.  The horizon twists in the back-
	ground.

					LUKE
		Stand by, Dack, we're almost
		there.  Are you okay, Dack?

106	EXT ICE PLAIN  - BATTLEFIELD - HOTH				106

	FULL LOW ANGLE - The speeders fly in a tight
	formation toward the camera as explosions burst all
	around the craft.  The speeders fly right over the
	camera.

107	INT LUKE'S SNOWSPEEDER - ROGUE LEADER				107

	SIDE CLOSE-UP LUKE - Interior speeder as Luke struggles
	to turn around to see if Dack is alright.  In the back-
	ground the giant legs of the walker pass by as Luke
	banks under the monstrous machine.

					LUKE
		Dack!

108	INT LUKE'S SNOWSPEEDER - ROGUE LEADER				108

	CLOSE-UP DACK FROM LUKE'S POV - Dack is lost, blood
	streams down his forehead which rests on his smoldering
	controls.  Out the back window the receding walker can
	be seen in the distance.

109	EXT ICE PLAIN  - POWER GENERATORS - GUN TOWERS		109

	MED SHOT - Rebel troops fire their strange weapons
	at the oncoming walker.  Explosions burst all around
	them.  A gun turret explodes in the foreground.


110	EXT ICE PLAIN  - POWER GENERATORS - GUN TOWERS		110

	MED SHOT - Rebel troops fire at camera with the
	generator visible in the distance.  Explosions erupt
	in the foreground.

111	EXT ICE PLAIN  - POWER GENERATORS - GUN TOWERS		111

	MED SHOT - The rebel officer we had seen earlier is
	hit by laser fire.  Troops rush to his aid.

112	EXT ICE PLAIN - POWER GENERATORS - GUN TOWERS		112

	MED SHOT - Rebel troops fire the dish-like ray gun.
	The generator is seen in the background.

113	EXT ICE PLAIN - BATTLEFIELD - HOTH			113

	FULL SHOT - Two walkers (one near, one far) lumber
	on toward camera as a speeder between them explodes
	in a ball of flames going left to right.

114	INT MAIN HANGAR DECK - HOTH					114

	Muffled explosions create ear-shattering cracks in the
	ice roof of the hangar.  Han and Chewie look up from
	their frantic welding to see the gap in the ceiling
	grow wider.  Han makes a final weld.

					HAN
		First chance we get, we're giving
		this crate a complete overhaul ...
		That's tight enough.  Let's get
		out of here before we become 
		permanent residents.

115	COMMAND CENTER - REBEL BASE - HOTH			115

	Large chunks of snow tumble into the command center.
	Leia seeks shelter.

					LEIA
		Two transports at a time is awfully
		risky.

					RIEEKAN
		We have no choice.  Send them
		up ... and start clearing everyone
		out.

116	INT IMPERIAL WALKER NO. 1					116

	COCKPIT - Over the shoulder of the pilots to the 
	power generator in the distance.  Explosions all
	around.  Two speeders race by right to left.  The
	pilots fire at the gnat-like attackers.  General
	Veers moves in between the pilots.

					VEERS
		What's the range to the power
		generators?

					PILOT
		Six twenty one .... still too far
		out of range, but it won't be long.

117	INT IMPERIAL WALKER NO. 1 COCKPIT				117

	CLOSE-UP VEERS - As he bounces along, he pulls down an
	electro-telescope and studies the rebel positions.

					VEERS
		We have that line of gun emplace-
		ments to get through ....

					PILOT
		No problem ....

	Suddenly, the huge vehicle rocks violently.  The pilots
	scramble over their controls to level the crafts.

					VEERS
		What's that?

118	EXT BATTLEFIELD - HOTH						118

	HIGH SHOT - Side view of a speeder going left to right
	as it banks sharply and dives away from camera toward
	the fast rushing surface.

119	INT WEDGE'S SNOWSPEEDER - ROGUE THREE				119

	CLOSE-UP FRONT - Wedge lets out a rebel yell, the
	horizon twisting behind him.

120	EXT BATTLEFIELD - HOTH						120

	FULL SHOT TRUCKING - Panning with the speeder as it
	turns around and races under camera.  Starts going
	left to right, turns to go overhead.

121	INT WEDGE'S SNOWSPEEDER - ROGUE THREE				121

	OVER THE SHOULDER POV of Wedge as he heads toward
	Walker No. 3, going almost to where it passes between
	the legs.

122	INT WEDGE'S SNOWSPEEDER - ROGUE THREE				122

	CLOSE-UP SIDE SHOT of the gunner as he passes the legs.
	He reaches for the firing switch.

					WEDGE
		Activate harpoon.

123	EXT BATTLEFIELD - HOTH						123

	MED FULL SHOT of the speeder racing to camera through
	the legs of Walker No. 3.

124	INT WEDGE'S SNOWSPEEDER - ROGUE THREE				124

	CLOSE-UP HAND pushes button that fires harpoon.

125	INT WEDGE'S SNOWSPEEDER - ROGUE THREE				125

	BACK POV from gunner as the harpoon flashes and fires
	at the receding legs.

					ROGUE THREE GUNNER
		Cable out!  Let her go ....

126	EXT BATTLEFIELD - HOTH						126

	MED SHOT of the harpoon going right to left and
	embedding itself in one of the legs of Walker No. 3.

127	INT WEDGE'S SNOWSPEEDER - ROGUE THREE				127

	CLOSE-UP SIDE WEDGE as he checks his controls, and banks
	around the walker's front.  Left to right.

128	EXT BATTLEFIELD - HOTH						128

	FULL SHOT SPEEDER as it races left to right around one
	of the giant walker feet, trailing the cable behind
	it.  The speeder continues around the back foot going
	right to left.  Truck with the Walker No. 3.

129	EXT BATTLEFIELD - HOTH						129

	HIGH OVERHEAD MOVING SHOT of speeder as it circles the
	walker moving around the tail end.  A second speeder
	passes in the foreground with the cable in tow.

130	EXT BATTLEFIELD - HOTH						130

	FULL PANNING SHOT of speeder moving left to right in
	front of the giant legs of the walker towing the cable.

131	INT WEDGE'S SNOWSPEEDER - ROGUE THREE				131

	CLOSE-UP OF WEDGE as he swings the speeder between the
	legs of the giant walker.

132	INT WEDGE'S SNOWSPEEDER - ROGUE THREE				132

	PILOT'S POV of walkers legs as the speeder races along
	the side close to the lumbering machine.

					ROGUE THREE GUNNER
		Cable out!

133	EXT BATTLEFIELD - HOTH						133

	FULL SHOT panning with the speeder as it zooms behind
	the legs moving right to left.

134	INT WEDGE'S SNOWSPEEDER - ROGUE THREE				134

	CLOSE-UP HAND pushes button on cable release inside
	speeder cockpit.

135	EXT BATTLEFIELD - HOTH						135

	CLOSE-UP CABLE RELEASE on back of the speeder as it
	snaps loose and the cable drops away.

136	EXT BATTLEFIELD - HOTH						136

	FULL SHOT OF THE SPEEDER zooming over camera and away 
	into the distance moving slightly right to left.  Low
	angle, no horizon.

137	EXT BATTLEFIELD - HOTH						137

	MED SHOT of the tangled legs and feet of Walker No. 3
	coming to camera.  The monster begins to stumble.

138	EXT BATTLEFIELD - HOTH						138

	EXTREME LONG SHOT OF WALKER NO. 3 through the legs of
	a foreground walker.  The giant Imperial assault
	machine stumbles and starts to fall to the ground.
	Side angle moving right to left.

139	EXT BATTLEFIELD - HOTH						139

	CLOSE FULL SHOT of Walker No. 3 coming to camera
	crashing into the snow which flies in all directions.

140	INT LUKE'S SNOWSPEEDER - ROGUE LEADER				140

	CLOSE-UP LUKE FRONT with twisting horizon background.

					WEDGE (VO)
		Rogue Leader .... One down, Luke.

					LUKE
		I see it Wedge .... good work.

141	EXT ICE PLAIN - SNOW TRENCH - GUN TOWERS			141

	MED SHOT OF TROOPS in the trenches cheering at the 
	fallen walker.  A damaged gun turret smolders in the
	background.  An officer gives a signal in the fore-
	ground and the rebel troops charge the fallen walker
	moving left to right.

142	EXT ICE PLAIN - POWER GENERATORS - GUN TOWERS		142

	FULL SHOT of the troops jumping out of the trenches 
	running to camera.  The main power generator can be 
	seen in the distance.

143	EXT EXT BATTLEFIELD - HOTH				143

	FULL SIDE TRUCKING SHOT of rebel troops running left
	to right as two speeders race overhead going in the
	same direction.

144	EXT BATTLEFIELD - HOTH						144

	FULL SHOT of downed Walker No. 3 as Imperial Snow
	Stormtroopers climb out of the smoldering walker and
	start firing at the coming rebels.  The rebel troops
	run over the camera toward the Imperial forces,
	followed by two rebel speeders flying low overhead.

145	EXT BATTLEFIELD - HOTH						145

	CLOSER ANGLE - Troops rush and fire at the fallen 
	walker as a speeder banks low overhead, blasting
	away, causing great explosions around the walker.

146	EXT BATTLEFIELD - HOTH						146

	FULL SHOT of Luke and Rogue Two's speeder flying in
	formation, banking from right to left and flying over-
	head.  Low angle, no horizon.  Flak bursts all around
	them.

147	INT LUKE'S SNOWSPEEDER - ROGUE LEADER				147

	CLOSE-UP OF LUKE from the front.  He looks over to
	Rogue Two on his left.  The horizon levels out behind
	him.  The ship shudders as flack bursts all around his
	speeder.

					LUKE
		Steady, Rogue Two, I'll cover
		for you.

148	INT ZEV'S SNOWSPEEDER - ROGUE TWO				148

	SIDE CLOSE-UP ANGLE on Rogue Two.  Luke's speeder can
	be seen in the background.  The speeders are moving
	left to right.  Rogue Two is wounded in the face.

					ROGUE TWO (ZEV)
		It's no good, I can't see.

					LUKE (VO)
		Steady, just keep it steady.

	The ship bounces under the constant impact of flack.

149	INT LUKE'S SNOWSPEEDER - ROGUE LEADER				149

	LUKE'S POV OUT THE SPEEDER window at the distant
	oncoming walker as flack bursts on all sides.  Laser
	bolts streak past.

					LUKE
		I'll lead you in.

150	INT LUKE'S SNOWSPEEDER - ROGUE LEADER				150

	CLOSE-UP FRONT LUKE works his controls, as the ship 
	shudders under the impact.  He keeps looking screen
	left to Rogue Two.

					LUKE
		Is your gunner alright?

					ROGUE TWO GUNNER (VO)
		I'm O.K., sir.

					LUKE
		Just keep it steady.  Don't try
		to ....

	Luke's speeder is rocked by a huge explosion, and a
	loud metal scream drowns out Luke's sentence.  He
	struggles with the controls as a look of terror
	crosses his face.  Smoke pours out the back and the
	horizon twists.

151	EXT BATTLEFIELD - HOTH						151

	FULL SHOT of oncoming walkers in distance as Luke's
	speeder races over camera moving left to right trailing
	smoke and flames.  The speeder crashes into the snow a 
	few yards in front of the walker.

152	INT LUKE'S SNOWSPEEDER - ROGUE LEADER				152

	INT CLOSE-UP inside Luke's cockpit as he struggles to
	get out.  He gets desperate as he looks out the cockpit
	window.

153	INT LUKE'S SNOWSPEEDER - ROGUE LEADER				153

	LUKE'S POV out cockpit window of giant walker feet
	crunching even closer.  The ship shudders under the
	impact of the huge metal feet pounding the ice plain.

154	INT ZEV'S SNOWSPEEDER - ROGUE TWO				154

	CLOSE-UP FRONT Rogue Two, blood streaming down his
	face, struggles with his controls.  The flack is murder.

					ROGUE TWO (ZEV)
		Luke .... What happened, I can't ....

	The cockpit explodes in a ball of flames.

155	EXT BATTLEFIELD - HOTH						155

	FULL SIDE SHOT of Rogue Two's speeder in a
	ball of flames going left to right.

156	INT LUKE'S SNOWSPEEDER - ROGUE LEADER				156

	SIDE ANGLE CLOSE-UP from inside the cockpit as Luke
	manages to get the hatch open and pulls himself out.
	The ship shakes from the approaching walker.

157	EXT BATTLEFIELD - HOTH						157

	EXTREME CLOSE-UP of giant walking foot as it comes
	crashing to the ground, sending snow in all directions.

158	EXT BATTLEFIELD - HOTH						158

	MED FULL SHOT (looking back at Luke, away from walker)
	as Luke climbs out of the speeder and starts to run
	forward.  The ominous shadow of the huge Walker No. 2
	falls over him as he looks up at the approaching 
	monster.  The ground shakes under the impact of the 
	pounding feet.  Luke gets an idea and runs back to the 
	speeder, reaching inside the cockpit for something.

159	EXT BATTLEFIELD - HOTH						159

	EXTREME CLOSE-UP of the giant walker's foot as it comes
	crashing to the ground, sending snow in all directions.

160	EXT BATTLEFIELD - HOTH						160

	MED CLOSE-UP as Luke rummages through the smoldering
	speeder and comes up with a climbing gun.  Luke looks
	up, and ducks as the front foot of the walker comes
	crashing down right behind him, shaking the speeder
	violently.  He reaches back in the cockpit for some-
	thing else, glancing up with a worried look.

161	EXT BATTLEFIELD - HOTH						162

	LUKE'S POV of the moving underbelly of the huge Walker
	No. 2 as it passes over his head.

162	EXT BATTLEFIELD - HOTH						162

	CLOSE-UP of Luke outside the speeder as he searches
	the cockpit, straining to reach inside.

163	INT LUKE'S SNOWSPEEDER - INSERT				163

	CLOSE-UP Luke's arm inside the speeder.  He grabs a
	hold of a large landmine-type bomb and pulls it out
	of the speeder cockpit.

164	EXT BATTLEFIELD - HOTH						164

	MED FULL SIDE VIEW as Luke pulls the landmine out of
	the cockpit and leaps away just as the huge black foot
	of Walker No. 2 comes crashing down on the tiny speeder.
	The rebel vehicle is crushed flat by the powerful walker.

165	EXT BATTLEFIELD - HOTH						165

	MED CLOSE-UP of Luke as he stumbles up out of the snow
	and runs toward camera slightly left to right chasing
	after the lumbering walker.  He hooks the landmine
	around his neck.

166	EXT BATTLEFIELD - HOTH						166

	CLOSE-UP LUKE as walker foot raises in background.

167	EXT BATTLEFIELD - HOTH						167

	MED PAN PAST the back legs of Walker No. 2 following
	Luke as he runs under the monstrous machine and fires
	the gun at the underbelly of the walker, directly above
	him.  A thin cable follows the projectile from the gun.
	Another walker can be seen in the background moving
	left to right.

168	EXT BATTLEFIELD - HOTH						168

	CLOSE-UP OF MAGNETIC head and cable attaching itself 
	on the underbelly of Walker No. 2.  The cable is
	pulled tight as Luke tests it.

169	EXT BATTLEFIELD - HOTH						169

	MED SHOT of Luke running and climbing up the cable.
	The second walker can be seen left to right in the 
	background.

170	EXT BATTLEFIELD - HOTH						170

	EXTREME LONG SHOT of Luke dangling from the underbelly
	of Walker No. 2, moving right to left.  The giant legs
	of a second walker move through the foreground.

171	EXT BATTLEFIELD - HOTH						171

	MED CLOSE-UP of Luke climbing the cable to the under-
	belly of Walker No. 2 going right to left.  The two rebel
	speeders pass in the background.  Flack burst in the
	distance.

172	EXT BATTLEFIELD - HOTH						172

	HIGH ANGLE LOOKING down at Luke as he climbs the cable
	into a close shot.  The walker's giant feet are seen
	pounding across the moving snow.  Stray laser bolts
	pass him as he swings.

173	EXT BATTLEFIELD - HOTH						173

	MED SIDE SHOT of Luke as he reaches the hull of Walker
	No. 2, next to a small hatch.  Luke, hanging pre-
	cariously, cuts the solid metal hatch with his laser-
	sword.

174	EXT BATTLEFIELD - HOTH						174

	CLOSE SIDE ANGLE of Luke taking the landmine from
	around his neck and placing it inside the Imperial
	machine.  He closes the hatch and starts sown the
	cable, fast.

175	EXT BATTLEFIELD - HOTH						175

	LOW ANGLE looking up at Walker No. 2 as Luke slides
	down the cable, then drops past camera.

176	EXT BATTLEFIELD - HOTH						176

	SIDE MED SHOT of Luke falling, then drops out of the
	frame.

177	EXT BATTLEFIELD - HOTH						177

	3/4 REAR LOW ANGLE SHOT of the giant Walker No. 2.  It
	stops in mid-step.  A muffled explosion is heard, then
	the insides of the giant walker come blasting out
	every conceivable opening.  It sits dead in its tracks,
	smoking like a locomotive.

178	COMMAND CENTER - REBEL BASE					178

	The command center is a shambles.  The continual
	explosions outside have caused a massive cave-in.  A
	lone controller works at the remaining computer board,
	while Leia, Threepio and another controller attempt to
	move a cake of ice off of General Rieekan.  Finally,
	the ice tumbles to one side and Leia goes to the
	General, but it's too late.  Threepio inspects the
	General's pulse.

					THREEPIO
		I'm afraid he's no longer functioning.

	Leia is truly sorrowful.  She holds the General's hand a
	moment and regards him reflectively.

					CONTROLLER
			(urgent)
		The last transport is waiting.

	Another explosion rocks the area.

					THREEPIO
		Beg your pardon, ma'am, but our
		possible avenues of exit are 
		being rapidly reduced.

	Leia nods, stands, and speaks to the controller with
	renewed authority.

					LEIA
		Tell the ship we're on our way,
		and signal the troops in the
		field to retreat to their fighters.

179	INT ICE CORRIDOR - REBEL BASE - HOTH

	Apart from the distant thunder of laser blasts, the
	corridor is strangely quiet and empty.  Running foot-
	steps echo through the freezing hallway, then Han
	appears.  He hurries toward the Control Center just
	as Leia, Threepio and the two controllers exit the
	room.  Leia is surprised to see him.  Han is greatly
	relieved to see her.

					HAN
		... I heard on the com-link the
		command station was destroyed.
		You all right?

	Leia nods, still a little confused.

					LEIA
		General Rieekan's dead.

	Han grimaces at the news, then looks them over.

					HAN
		This all that's left of your unit?
		You'd better hurry, the transport's
		waiting for you.

180	INT ICE CORRIDOR - REBEL BASE - HOTH			180

	With 3PO trailing behind, they race down the corridor
	to where it ends in a T and round the corner only to
	find it blocked with ice and snow.  They start back the
	other way when Han stops at a door with a big cross on
	it.

					HAN
		That way is going to take too long.
		Let's go through these storage rooms.

	He starts for the door and hears a faint banging.

					HAN
		Hey!  Someone's still in here.

					LEIA
		Wait, don't open it ... that's one
		of the traps for the ice creatures.

	The pounding increases.

					THREEPIO
		Oh my, there must be a hundred of
		them in there.

	They race down the corridor.

181	INT COCKPIT - REBEL TRANSPORT				181

	The pilots are getting nervous, the captain leans
	over one.

					CAPTAIN
		I don't know if there's anyone
		left alive in there.  Give it one
		more try.

					PILOT
		Control unit 33, this is transport
		XJ ... we can't wait any longer ....

182	INT ICE CORRIDOR						182

	Han pulls his com-link out and talks as he runs.

					HAN
		Hello, XJ!  They're coming now ...

	Suddenly there is an explosion, a loud crack.  Han turns,
	grabs the Princess and pulls her to the wall as a giant
	cave-in smothers the two controllers.

	Han grabs his com-link as Leia helps Threepio dig him-
	self out of the snow.

					HAN
		Transport XJ. get out of here.
		Go!

					THREEPIO
		The energy shield is down.  We'll
		be stuck here forever.

183	EXT REBEL GUN EMPLACEMENT - HOTH					183

	The icy wind picks up as the battle rages.  Rebel and
	Imperial troops are firing at each other at point blank
	range.

184	EXT SNOW BY REBEL GUN EMPLACEMENT - HOTH			184

	A walker steps on several rebel troops as they attempt
	to flee.

185	EXT REBEL GUN EMPLACEMENT					185

	A rebel officer puts his hand to his helmet earphone in
	an attempt to hear his com-link.

					COM-LINK
		Disengage - Disengage - Ships away.
		Begin retreat action.

	The officer flips a switch on his com-link and a loud
	whistle is heard.  He signals his men to retreat.

186	EXT BATTLEFIELD - HOTH						186

	LOW ANGLE MEDIUM SHOT of Walker No. 1 as it advances
	at camera, going slightly right to left.  The smoldering
	walker that Luke just blasted stands dead in its tracks
	in the background.

187	INT IMPERIAL WALKER NO. 1 - COCKPIT				187

	CLOSE over the shoulder of walker pilot.  POV of rebel
	troops and power generators.  Veers steps into the frame.

188	INT IMPERIAL WALKER NO. 1 - COCKPIT				188

	REVERSE CLOSE-UP of Veers as he studies various readouts.

					PILOT
		All resistance is fading.

					VEERS
		Good, we have them now.  Prepare 
		to target the main generator.

189	EST REBEL GUN EMPLACEMENT - HOTH					189

	MED SHOT - Rebel troops retreat under the onslaught.

190	EXT REBEL GUN EMPLACEMENT - HOTH					190

	ANOTHER ANGLE - Rebel troops retreat as a walker looms
	in the background.  Pan down to troops as an explosion
	hits.

191	EXT BATTLEFIELD - HOTH						191

	HIGH ANGLE of troops fleeing and firing back toward
	camera.

192	EXT BATTLEFIELD - HOTH						192

	LOW ANGLE FULL SHOT of three of the giant walkers
	advancing to camera, firing lasers, with troops in
	foreground running toward and over camera as the snow
	erupts all around them.  A lone rebel speeder is in
	the background.

193	EXT BATTLEFIELD - HOTH						193

	BACK CLOSE-UP of guns on walker-head, firing.

194	EXT BATTLEFIELD - HOTH						194

	MED BEHIND TROOPS fleeing over camera, the ground
	explodes around them.

195	INT WALKER NO. 1 - COCKPIT				195

	CLOSE-UP VEERS inside Walker No. 1 cockpit.  He speaks
	over the com-link as he studies various readouts.

					VEERS
		.... yes, Lord Vader.  I've reached
		the main power generators and I'm
		destroying them now.  The shield
		will be down in moments.  You may
		start your landing ....

					PILOT
		Look out!

	Veers looks out the cockpit window.

196	EXT BATTLEFIELD - HOTH						196

	FULL SHOT of Hobbie's speeder, Rogue Four, as it races
	over camera right at the head of the oncoming walker.

197	INT WALKER NO. 1 - COCKPIT				197

	OVER THE SHOULDER of Veers and his pilots as the speeder
	crashes into the front window.

					PILOT
		He's going to ....

	Impact, huge explosion.

198	EXT BATTLEFIELD - HOTH						198

	FULL SHOT of Walker No. 1 with head exploding and frying
	into a million pieces.

199	EXT BATTLEFIELD - HOTH						199

	FULL SHOT Walker No. 1.  After a few moments the
	headless walker topples over on its side in a cloud
	of snow.

200	EXT BATTLEFIELD - HOTH						200

	The clamor of battle is heard in the distance.  Stray
	laser bolts whiz past.  Debris and rubble are scattered
	everywhere.  Nearby stands the burned-out hulk of No. 2
	Walker Luke destroyed, hatches and metal parts clanking
	in the chilly Hoth wind.

201	EXT BATTLEFIELD - SNOWDRIFT - HOTH			201

	Luke pops his head out of a hole in the snow.  Still a
	little shaken, he tries to stand up, but can't.  His
	com-link whistles.

					COM-LINK
		... ships away.  Begin retreat
		action.  All troops begin retreat
		action.

	Luke musters all his strength and starts off through
	the snow toward a distant ice formation.

202	INT MAIN HANGAR - REBEL BASE - HOTH				202

	A distant, huge explosion rocks the hangar deck.  Ice
	cakes come crashing down on the Millennium Falcon.
	Chewie is pacing under the safety of the ship's landing
	gear.  The giant Wookiee pats the underbelly of his
	beloved ship and barks a few reassuring words.  Chewie
	searches in vain for his captain.  Something catches 
	the Wookiee's eye and he lets out a loud SHRIEK.

	It is Han and Leia running toward the ship.  Chewie runs
	out into the falling ice, lets out another SHRIEK, then
	runs up the ship's ramp.  Han and Leia run up the ramp
	after Chewie.  Threepio is not far behind.

203	INT MILLENNIUM FALCON COCKPIT - INT ICE CAVE		203

	Ice batters the cockpit windows as Chewie works at
	the controls.  Han rushes in and sits in the pilot's
	seat.  Chewie barks a blue streak at his friend.

					HAN
		I couldn't get back any faster.
		It's pretty shaky out there.

	Chewie starts chattering a mile a minute about something
	and points to one of the gauges.  Han looks worried.

					HAN
		I know .... I know.  It's not good.
		But cheer up .... one way or another
		it will be over soon

204	S C E N E  M O V E D						204

204X	INT ICE CORRIDOR - REBEL BASE - HOTH			204X

	Imperial troops appear pushing through an ice blockage.
	Vader is revealed.

204Y	INT COMMAND CENTER - REBEL BASE - HOTH			204Y

	Imperial troops come rushing through.  Vader surveys the
	place.  A huge ice chunk falls, almost hitting him.  He
	continues around it.

205	INT MAIN HOLD MILLENNIUM FALCON - MAIN HANGAR - HOTH	205

	Han standing before a control panel, is busy flipping
	switches as Chewie watches the troublesome gauge.  Leia
	worriedly watches their efforts.

					HAN
		How's that, Chewie?

	The Wookiee barks a negative reply.

					LEIA
		Would it help if I got out and
		pushed?

					HAN
		Don't worry, your holiness, I'll
		get her started.

	Threepio clanks into the hold.

					THREEPIO
		Sir, I was wondering if I might ...

					THREEPIO
		It can wait.

	Threepio turns and makes a hasty retreat.

					LEIA
		This bucket of bolts is never
		going to get us past that blockade.

					HAN
		This baby's got a few surprises
		left in her.

					LEIA
		I'll be surprised if we ever start 
		moving.

	Chewie lets out a loud WHELP as laser bolts begin to
	hit the cockpit window.

206	INT COCKPIT - MILLENNIUM FALCON - MAIN HANGAR - HOTH	206

	SIDE VIEW - Han and Chewie look out the window and see
	a squad of stormtroopers rushing into the hangar deck,
	firing.  Han makes a final panel adjustment.

					HAN
		Well, I've tried everything, Chewie ....
		You'll just have to switch over,
		and hope for the best.

	Chewie pulls back on the controls and the first stage
	of engine fire can be heard.  Han flashes a big grin at
	Leia as he swings past her into the pilot's seat.

	Leia straps herself into one of the navigator's chairs.

					LEIA
		Someday you're going to be wrong,
		and I just hope I'm there to see it.

	Han sets himself, looks at Chewie.

					HAN
		Punch it!

	The roar of the Falcon's main engines blast out every-
	thing as the ice cave wall rushes by outside the cockpit
	window, moving right to left.

					HAN
			(shouts)
		Chewie!

	Han straps himself into the seat.  Leia gets into the
	navigator's chair.

206W	INT MAIN HANGAR DECK - HOTH					206W

	Stormtroopers are setting up a large Bazooka-like
	weapon.  Behind them the giant hangar doors are opening.

206X	EXT MILLENNIUM FALCON - MAIN HANGAR - HOTH			206X

	A laser gun appears and swings around.

206Y	EXT MILLENNIUM FALCON - MAIN HANGAR - HOTH			206Y

	Long shot main hangar.  Angle behind Stormtroopers with
	Millennium Falcon in background.

	The Stormtroopers are preparing to fire their Bazooka
	cannon when they are hit by the gun on the Millennium
	Falcon.  They are thrown about in all directions.

206Z	INT MILLENNIUM FALCON - MAIN HANGAR - HOTH			206Z

	Chewie comes dashing into the cockpit.

					HAN
		We'll just have to switch over,
		and hope for the best.

	A laser hits the window near Chewie as he is settling
	into his chair.  He lets out a loud WHELP.  Chewie
	pulls back on the controls and the first stage of
	engine fire can be heard.  Han flashes a big grin at
	Leia.

					LEIA
		Someday you're going to be wrong,
		and I just hope I'm there to see it.

	Han looks at Chewie.

					HAN
		Punch it!

	The roar of the Falcon's main engines blast out every-
	thing as the ice cave wall rushes by outside the cock-
	pit window, moving right to left.

207	OMIT						OMIT		207

207X	INT MAIN HANGAR - HOTH						207X

	Stormtroopers run into hangar.  Vader comes out of an
	ice corridor.  The roar of the Millennium Falcon
	engines is very loud.  He stops.

207Y	POV VADER - INT MAIN HANGAR - HOTH			207Y

	Shooting toward the main hangar doors as the Millennium
	Falcon (which is now through the door) lifts up and
	disappears.

208	EXT ICE SLOPE - MILLENNIUM FALCON - HOTH			208 

	FULL SHOT of Luke and two other pilots looking up in
	the snowstorm as the Millennium Falcon races from the
	distance and over the camera.  The ship is flying very
	close to the ground.

209	EXT SKY OVER ICE SLOPE - HOTH				209

	Luke's POV Millennium Falcon racing skyward.

210	EXT ICE SLOPE - X WING - HOTH				210

	Luke, Wedge, and the pilot trudge onward toward the outline
	of an X wing fighter.

					LUKE
		There goes the Falcon.  At least
		Han got away.  Wedge, that looks
		like yours over there.

					WEDGE
		Right.  Good luck, Luke.

	The pilots split up.  Luke waves as the others disappear
	in the windblown snow.  He walks on, and hears a familiar
	whistle coming from the vague silhouette of a fighter.

					LUKE
		Artoo, is that you?!

	Artoo chirps an excited acknowledgement as Luke climbs
	aboard the snow-covered spacecraft.  Artoo beeps his
	relief.  The roar of the departing X wings can be heard
	in the distance.

					LUKE
		Don't worry, we'll be airborne
		in a second.  Open the cockpit
		and activate the power.

211	INT MAIN HANGAR DECK - REBEL BASE - HOTH			211

	Darth Vader strides through the remains of the rebel 
	fortress.  Two stormtroopers struggle to keep up with
	the giant presence.  Admiral Piett catches up with the
	Dark Lord.

					PIETT
		Seventeen ships destroyed, we
		don't know how many got away.

					VADER
		Anything on the Millennium Falcon?

					PIETT
		It won't get through the blockade.

					VADER
		I want that ship.

212	EXT MILLENNIUM FALCON - TIE FIGHTER - STAR DESTROYER -    212
	SPACE

	FULL SHOT, SPACE, with the white planet of Hoth in the
	lower part of the frame.  The Millennium Falcon speeds
	away from the planet and over camera, closely followed
	by one huge Star Destroyer  and six tiny Tie fighters
	which also race past camera.  The slow moving Star
	Destroyer fills the frame as it plows  ever forward.

213	EXT MILLENNIUM FALCON - TIE FIGHTERS - STAR DESTROYER -   213
	SPACE

	FULL SHOT, SPACE.  The Falcon races low over camera
	toward two very bright star-sized objects.  The six
	Tie fighters zoom overhead in pursuit followed by a
	huge Imperial Star Destroyer.

214	INT COCKPIT - MILLENNIUM FALCON - SPACE		214

	OVERSHOULDER HAN AND CHEWIE.  Inside the cockpit Chewie
	lets out a loud howl.  Han checks the deflectors as the
	ship begins to get buffeted by exploding flak.  He
	appears to be doing six things at once.

					HAN
			(harried)
		I know, I know, I see them ...
					LEIA
		See what?

					HAN
		Two more Star Destroyers heading
		right at us.

					LEIA
		I'm glad you said there was going
		to be no problem, or I'd be worried.

	Threepio bumps and bangs his way into the cockpit.

					THREEPIO
		Sir, I was wondering ...

					HAN
		Sit down, and shut up!

					THREEPIO
		It can wait.

215	INT COCKPIT MILLENNIUM FALCON - SPACE				215

	FULL SHOT INT MILLENNIUM FALCON.  POV out window at
	two approaching Star Destroyers as they grow larger.
	Small flashes of light on the oncoming Star Destroyers
	turn into large flak bursts which rock the Falcon.  The
	Star Destroyers grow larger as they get ever closer.

					HAN
		Chewie, how's the deflector shield
		holding up?

	Chewie barks a reply as he readjusts an overhead switch.

					HAN
		Good ... at sub-light, they may
		be faster, but we can still out-
		maneuver them.  Hold on!

216	INT COCKPIT MILLENNIUM FALCON - SPACE				216

	CLOSE POV - out the Falcon cockpit window as the stars
	and looming Star Destroyers suddenly shift radically,
	rising through the top of the cockpit window as the
	Millennium Falcon starts into a steep dive.
	Everyone's stomach is in their throat as Han makes
	a ninety degree dive straight down.

217	EXT MILLENNIUM FALCON - STAR DESTROYERS - SPACE		217

	FULL SHOT underneath one of the huge oncoming Star Destroyers
	as the Millennium Falcon races toward it.  Suddenly
	the Falcon starts into a steep dive straight down
	toward camera.  The Falcon races over camera followed
	by four Tie fighters.  The bottom side of the Star
	Destroyer continues on a collision course.

218	EXT STAR DESTROYERS - SPACE					218

	A huge Star Destroyer in the foreground heads right at
	two oncoming Star Destroyers and slowly starts to veer
	to the left.

219	INT STAR DESTROYER NO. 2 BRIDGE - SPACE		219

	INT IMPERIAL STAR DESTROYER - Out the front window the
	two oncoming Star Destroyers can be seen veering to the
	left.

	Alarms, panic.  Pilots are abandoning their posts as the
	Imperial Star Destroyers on the view-scanner get closer.
	The Captain tries to keep control of the situation.

					CAPTAIN NEEDA
		Turn it!  Turn it!

220	EXT SPACE - MILLENNIUM FALCON - TIE FIGHTERS		220

	FULL SHOT, SPACE - The Millennium Falcon races to
	camera followed by four Tie fighters with laser bolts.

221	INT COCKPIT - MILLENNIUM FALCON - SPACE		221

	Things have calmed down a bit, but the race isn't over
	yet.  Chewie barks at Han.  Leia is still trying to
	find her stomach.  The ship is buffeted by laser blasts.

					HAN
		That slowed them down a bit.  Chewie
		stand by to make the jump to light
		speed.

	The buffeting of the lasers becomes louder and stronger.

					LEIA
		They're getting awfully close ...

	With a gleam in his eye.

					HAN
		Oh yeah ... Watch this.

222	INT MILLENNIUM FALCON - COCKPIT				222

	REVERSE POV over shoulder out cockpit window as stars
	DO NOT go into hyperspace, but just sit there.

223	INT MILLENNIUM FALCON - COCKPIT				223

	Han and Chewie look at each other and are thrown into
	an acute state of concern.

					LEIA
		Watch what?

	Han tries again ... nothing. 

					HAN
		I think we're in trouble.

					THREEPIO
		If I may say so, Sir, I noticed
		earlier that the entire main para-
		light system seems to be damaged.

					HAN
		We're in trouble!

	The explosions become heavier.

224	EXT MILLENNIUM FALCON - TIE FIGHTERS - STAR DESTROYER	224
	SPACE

	FULL SHOT - The Falcon races over camera into the
	starry vastness followed by six Imperial Tie Fighters
	and an Imperial Star Destroyer.

225	EXT SPACE LUKE'S X WING - HOTH					225

	FULL SHOT, HOTH - Luke's fighter speeds away from the
	tiny planet, wings closed.

226	EXT LUKE'S X WING - SPACE					226

	FULL SHOT - Luke's fighter over camera, wings closed
	disappears into stars.

227	INT COCKPIT - LUKE'S X WING - SPACE				227

	CLOSE SHOT Luke's interior fighter, very small planet
	in background.  He makes a decision and flips several
	switches.

228	INT COCKPIT - LUKE'S X WING - SPACE				228

	LUKE'S POV - Stars shift right to left as Luke banks
	his fighter into a steep turn.

229	EXT LUKE'S X WING - SPACE					229

	FULL SHOT - Fighter comes to camera, banks sharply to
	left.  PAN with ship flying away in a new direction.

230	EXT LUKE'S X WING - SPACE					230

	OVER ARTOO looking forward as the stars continue to
	move right to left, then stop as the fighter pulls
	out of its bank.

231	INT LUKE'S X WING - SPACE					231

	INT CLOSE-UP LUKE, stars in background slowly moving
	from the bottom of the frame to the top.

	The monitor screen on Luke's control panel prints out
	R-2's question.

					LUKE
		There's nothing wrong, Artoo.  I'm
		just setting a new course ...
			(Artoo beeps)
		No, we're not going to regroup
		with the others.

232	EXT LUKE'S X WING - SPACE					232

	SIDE VIEW of Artoo as he begins his protest.  Artoo
	whistles an unbelieving:  ÒWhat?Ó

233	INT LUKE'S X WING - SPACE					233

	Luke reads Artoo's exclamation on his control panel.

					LUKE
		We're going to the Dagobah System.
			(Artoo beeps)
		We have enough power.
			(Artoo sing-songs
				a bit of chatter)
		They don't need us there.
			(Artoo beeps)
		I'm countermanding the order ...
		I'm a commander, remember.

	Luke checks his readouts and makes a few adjustments.
	He rides along with only the soft hum of the instruments
	to break the silence.  Finally, Artoo chirps up.

					LUKE
		Yes, Artoo.

	Artoo answers with a soft carefully-put phrase of
	whistles.

					LUKE
		Yes, Artoo, I know the Dagobah
		System doesn't appear on any of
		our navigational charts.  But,
		don't worry, it's there.
			(Artoo beeps a worried
				beep)
		I'm very sure .... trust me.

	Artoo lets out a limp little sigh.  The little droid
	is silent for a moment, as though thinking.  Then
	another beep.

					LUKE
		Yes, Artoo?
			(a carefully-put sentence
				of whistles)
		No ... no headache, I feel fine
		... Why?
			(Artoo chirps an innocent
				phrase)
		No dizziness, no drowsiness, the
		scars are even gone ...
			(Artoo whistles a question)
		No, that's all right. Artoo, I'd
		rather keep it on manual control
		for awhile.

	Artoo lets out a defeated whimper.  Luke just smiles
	at his worried little friend.

					LUKE
		Trust me, Artoo.  I know where I'm
		going and I'll get us there safely ...
		it's not far.

234	EXT IMPERIAL STAR DESTROYER - TIE SHIPS - MILLENNIUM	234
	FALCON

	The Falcon races to camera followed by four Tie
	fighters.  The Falcon flies under camera, the Tie
	fighters fly over camera followed by Star Destroyer
	No. 2 in the distance.

235	INT COCKPIT - MILLENNIUM FALCON - SPACE		235

	SIDE VIEW INT COCKPIT right to left.  Stars race by
	left to right as flak bursts outside the window.

236	INT COCKPIT - MILLENNIUM FALCON - SPACE		236

	Han works furiously at his controls while giving various
	orders to Chewie.

					HAN
		Horizontal booster ....
			(Chewie barks)
		Alluvial damper ....
			(Chewie barks)
		I don't know how we're going to
		get out of this one.

	He gives Leia a glance, then a double take.

					LEIA
		I didn't say anything ....

	Suddenly, a loud thump hits the side of the Falcon,
	causing it to lurch radically.  Chewie barks louder.

					HAN
		That was no laser blast .... some-
		thing hit us ....

					LEIA
		Or you ran into something ....

237	INT COCKPIT - MILLENNIUM FALCON				237

	POV out front cockpit window as asteroids race by
	right to left.

238	INT COCKPIT - MILLENNIUM FALCON - ASTEROID BELT		238

	Han continues to work his ship controls as a chunk of rock
	crosses in front of the ship.

					HAN
		Asteroids!  Chewie, bank left,
		let's find out where they're
		coming from ...

					LEIA
		Probably an asteroid field ....

					HAN
		Let's hope so ... it's just the
		chance we need.

					LEIA
		To get killed ... you're not
		seriously going into an asteroid 
		field?

					HAN
		Aren't I?  Hang on, sweetheart.
		We're gonna do some flyin'.

	Another asteroid thumps against the ship.  Leia winces.

					LEIA
		You don't have to do this to 
		impress me.

					THREEPIO
		If I might remind you, sir, the
		probability of successfully navi-
		gating through an asteroid field
		is approximately 365,000 to one
		... a graceful surrender might 
		not be ...

	Chewie turns and barks at Threepio, who immediately
	shuts up.

239	INT COCKPIT - MILLENNIUM FALCON - ASTEROID BELT		239

	OVER SHOULDER POV as stars move right to left as the 
	Falcon turns into the asteroid storm.  Once the stars
	stop moving right to left and the ship completes its
	turn, asteroids start coming toward the cockpit
	window from the distance.

240	EXT MILLENNIUM FALCON - TIE FIGHTERS - ASTEROID BELT	240

	CLOSE-UP of asteroid as it tumbles away from the camera 
	a fast speed.  When about 40 per cent of the screen is
	filled with the asteroid, several smaller asteroids
	crash into it from the side, creating small explosions
	on the surface.  Other asteroids in many sizes pass by
	in all directions, some colliding and creating
	explosions.  When the big asteroid is 20 per cent of
	the screen, the tiny Millennium Falcon appears from
	behind it, veers around the right side and races past
	camera on the left side through the rain of rocks,
	followed by the four Tie fighters, bobbing and weaving
	around the asteroids.

241	EXT MILLENNIUM FALCON - TIE FIGHTERS - ASTEROID BELT	241

	FULL SIDE VIEW, TRUCKING with the Falcon as it dodges
	an asteroid.  Several smaller asteroids explode as
	they collide with the hamburger-shaped ship.  PAN with
	the ship as it banks away from the camera.  Four Tie
	fighters follow, one of which connects with an asteroid
	and explodes.  The other Tie Fighters are pelted with
	smaller explosions.

242	EXT. SPACE - IMPERIAL STAR FLEET					242

	FULL SHOT - Vader's Star Destroyer and two others
	flanked by several smaller Imperial warships move
	out of Hoth's orbit and over camera.

243	OMIT					OMIT		243

244	INT VADER'S STAR DESTROYER - VADER'S CHAMBER		244

	ADMIRAL PIETT hesitates in the entryway to Vader's
	private cubicle.

					ADMIRAL PIETT
		My lord.

					VADER (OS)
		Come in, Admiral.

	Admiral Piett steps into the room and pauses at the
	sight of ...

	Darth Vader, his back turned, is silhouetted in the
	gloom on the far side of the chamber.  A black, insect-
	looking droid attends him.  Among the various apparatus
	surrounding them, a respirator tube now retracts from
	Vader's uncovered head.  The head is bald with a mass
	of ugly scar tissue covering it.  The black droid then
	lowers Vader's mask and helmet onto his head.  When it
	is in place, he turns.

					ADMIRAL PIETT
		Our pursuit ships have sighted the
		Millennium Falcon, My Lord.  It
		has entered an asteroid field.

					VADER
		Asteroids don't concern me, Admiral.
		I want that ship, not excuses.  How
		long until you can have Skywalker
		and the others in the Millennium
		Falcon before me?

					ADMIRAL PIETT
			(worried)
		Soon, Lord Vader.

					VADER
			(ominous)
		Yes, Admiral .... soon.

245	EXT MILLENNIUM FALCON - TIE FIGHTERS - ASTEROID BELT	245

	FULL SHOT of two huge asteroids tumbling toward camera
	as the Millennium Falcon banks around both of them and
	over camera as a third asteroid barely misses the ship
	as the three Tie fighters follow in hot pursuit.  One
	Tie fighter scrapes an asteroid and tumbles over camera
	out of control.

246	EXT STAR DESTROYER NO. 2 - ASTEROID BELT			246

	FULL SHOT Star Destroyer coming to camera blasting
	oncoming asteroids as it goes.  Smaller asteroids
	explode across its massive surface.

247	EXT MILLENNIUM FALCON - TIE FIGHTERS - ASTEROID BELT	247

	FULL TWISTING SHOT of the Falcon on its side as it
	races under camera and around an oncoming asteroid
	tumbling over camera, revealing the Falcon still
	twisting and ending right side up.  Two Ties follow
	in the distance, coming from either side.

248	INT MILLENNIUM FALCON - ASTEROID FIELD			248

	Asteroids race by the cockpit window as Han pilots his
	trusty craft through the dangerous field.

249	INT COCKPIT - MILLENNIUM FALCON - ASTEROID BELT		249

	INT POV out cockpit window as a big asteroid drops
	past the window, narrowly missing the Falcon.

250	INT COCKPIT - MILLENNIUM FALCON - ASTEROID BELT		250

	Chewie barks in terror as a small asteroid comes
	especially close ... too close ... and bounces off
	the Falcon with a loud crunch.  Threepio's hands
	cover his eyes.  He manages a short peek at the cockpit
	window.  Princess Leia sits stone-faced, staring at the
	action.  Han gives her a quick look.

					HAN
		Well, you said you wanted to be
		there when I was wrong.

					LEIA
		I take it back.

					HAN
		That Star Destroyer is slowing
		down.

					LEIA
		Good.

251	INT COCKPIT - MILLENNIUM FALCON - ASTEROID			251

	SIDE VIEW INT FULL SHOT of group as asteroids race
	by outside the window.

					HAN
		But we're going to get pulverized
		if we stay out here much longer.

					LEIA
		I'm against that.

					HAN
		We've got to get out of this shower.

					LEIA
		Now you're making sense.

					HAN
		Right.  I'm going to get in closer
		to one of these big ones ...

					THREEPIO
		Closer?!

					LEIA
		Closer?!

	Chewbacca BARKS the same word, only louder.

252	INT COCKPIT - MILLENNIUM FALCON - ASTEROID BELT		252

	INT OVER THE SHOULDER POV of the dense asteroid field
	as a giant asteroid comes right at the Falcon and it
	banks sharply around it.

253	EXT MILLENNIUM FALCON - TIE FIGHTERS - ASTEROID BELT	253

	FULL MOVING SHOT as the Millennium Falcon dives away
	from camera toward the surface of one of the moon-
	sized asteroids.  There is a continued display of
	explosions across the surface as smaller asteroids
	collide with the larger chunks of rock.  Two Ties
	follow the Falcon to the surface.

254	EXT MILLENNIUM FALCON - GIANT ASTEROID			254

	FULL OVERHEAD VIEW as the Falcon moving right to left
	skims the surface of the giant asteroid.  Small
	asteroids explode on the surface of the ship.

255	EXT MILLENNIUM FALCON - TIE FIGHTERS - GIANT ASTEROID	255

	LOW TRUCKING across surface as the Falcon and Ties
	race to camera and zoom overhead under a hail of
	asteroids.

256	EXT MILLENNIUM FALCON - TIE FIGHTERS - GIANT ASTEROID	256

	REVERSE LOW TRUCKING as the Falcon and the two Tie
	fighters race over camera and into the distance.

257	INT COCKPIT - TIE FIGHTER - GIANT ASTEROID			257

	Stars whip by in the background.  Pilot looks up screen
	left.

					PILOT
		Look out.

258	INT COCKPIT - TIE FIGHTER - GIANT ASTEROID			258

	POV of giant asteroid racing to camera from out of the
	starry sky, slightly left to right.

259	EXT MILLENNIUM FALCON - TIE FIGHTERS - GIANT ASTEROID	259

	LOW TRUCKING SHOT of the Falcon as it races toward
	camera and past.  The Tie fighters approach in the
	distance, but as the Falcon passes, a giant asteroid
	intersects the frame in front of the Tie fighters
	creating a silhouetted explosion.  As the asteroid
	continues on its way, it leaves the remains of two
	explosions.

260	INT COCKPIT - MILLENNIUM FALCON - SPACE		260

	Han notices something on his main scope and nudges his
	faithful Wookiee, pointing.

					HAN
		There, there.  Chewie get a
		reading on that.  Looks pretty
		good.

					LEIA
		What is it?

					HAN
		That should do nicely.

261	INT COCKPIT - MILLENNIUM FALCON - GIANT ASTEROID		261

	POV OVER THE SHOULDER out cockpit window, skimming the
	surface of the asteroid as a large crater approaches.

262	EXT MILLENNIUM FALCON - GIANT ASTEROID			262

	FULL SHOT of the Millennium Falcon as it dives into
	the huge crater and disappears.

263	EXT MILLENNIUM FALCON - ASTEROID SURFACE AND CRATER	263

	FULL SHOT of Falcon racing over camera and down into
	crater.  The walls are barely visible as the camera
	TRUCKS with the Falcon, but at a slower speed.  A
	small cave appears on one side of the crater in the
	distance.  The Falcon turns, slows and scoots into
	the smaller cave.

264	EXT LUKE'S X WING - SPACE					264

	FULL SHOT X WING over camera and away toward the cloud
	cover of Dagobah.  Half the planet is seen.

265	EXT LUKE'S X WING - ARTOO - SPACE				265

	CLOSE SIDE VIEW of R-2 as he rides on the back of the 
	X wing.

266	INT COCKPIT - LUKE'S X WING - SPACE - DAGOBAH		266

	CLOSE-UP LUKE FRONT with stars moving right to left in
	background.

	Luke watches Artoo's words translated on the computer
	scope.

					LUKE
		Yes, that's Dagobah, Artoo ... looks
		a little grim doesn't it ...
			(Artoo beeps)
		... No, I don't want to change my
		mind about this ... I'm not picking
		up any cities or technology ...
			(a little nervous)
		... Massive life form readings though.
		There's something alive down there ...
			(Artoo beeps a worried query)
		... Yes, I'm sure it's perfectly
		safe for droids.  Will you take it
		easy? ... I guess I imagined that
		landing beacon.  We'll just have to
		go in and see what happens.
			(Artoo whimpers)
		Don't worry!

267	EXT LUKE'S X WING - SPACE - PLANET DAGOBAH			267

	X wing to camera flying through twilight between space
	and planet.

268	EXT LUKE'S X WING - SPACE - PLANET DAGOBAH			268

	CLOSER VIEW as the X wing races over camera and dives 
	into the cloud cover and disappears.

269	INT COCKPIT LUKE'S X WING - CLOUDS			269

	SIDE VIEW LUKE as the clouds race by in the background,
	bottom to top.

270	INT COCKPIT LUKE'S X WING - CLOUDS			270

	Luke works desperately at his controls.  The cloud 
	cover had completely obscured his vision.  An alarm
	buzzes in the background.  Artoo beeps and whistles
	frantically.

					LUKE
		I know, I know!  All the scopes
		are dead!  I can't see a thing ....
		Hang on, I'm going to start the
		landing cycle .... Let's just
		hope there's something underneath
		us ....

	The blast of the retro rockets is deafening.  Artoo's
	squeals are barely heard.  Suddenly, there is a CRACKING
	sound as if limbs were being broken off trees and then
	a tremendous splashing jolt as the spacecraft hits the
	surface.  Luke is considerably shaken, but all right.
	Artoo lets out a rattled little beep which shows up on
	the view screen.

					LUKE
		Yeah, I'm all right .... You still
		in one piece?
			(CLOSE-UP Artoo beeps
				affirmative)
		Good.  Come on, I think we're
		sinking.

	Luke pulls a switch and his canopy pops open.

271	EXT BOG - SWAMP - DUSK - DAGOBAH					271

	The mist-shrouded X wing fighter is barely visible,
	half buried in the murky swamp.  Luke climbs out onto
	the long nose of the spacecraft as Artoo pops out of
	his cubbyhole on the back.  The young warrior surveys
	his hostile new environment.  Huge, twisted trees
	covered with vines and moss outline the misty landscape.

					LUKE
		Artoo, I wonder if that water is
		safe?

	Artoo lets out a short beep, then steps forward, loses
	his balance and disappears with a splash into the water.

					LUKE
		Artoo!

272	EXT SWAMP - DUSK						272

	Luke dives in near the spot where Artoo fell.  He
	surfaces and scans the water frantically until he sees
	a small periscope pop up.  The periscope turns until
	it gets a fix on Luke, then lets out a bubbling beep,
	and starts through the water toward the muddy beach.
	Luke follows.

273	EXT SWAMP - DUSK						273

	We see the POINT OF VIEW of an underwater swimming
	ÒthingÓ as it watches R-2 and his young master strug-
	gling toward shore.  R-2 is powered by two bubbling jets.

274	EXT SWAMP - DUSK						274

	A dark, ominously finned back breaks the surface.  Luke
	stops swimming for a second and sees the disturbing
	shape swimming toward him.  Luke swims for his life,
	racing past Artoo and finally scrambling up on shore.

					LUKE
		Hurry, Artoo!

275	EXT SWAMP - DUSK						275

	The thing swims up behind the little droid and dives,
	creating a loud clunk.  Artoo's periscope disappears as
	he lets out a pathetic electronic scream.  Luke wades a 
	few feet into the murky pool looking for any sign of his
	little friend.  The black surface is as still as death
	itself .... a few bubbles begin to appear, then
	PHHEEWAATT!  The runt-sized robot is spit out of the
	water, makes a graceful arc and comes crashing down in
	a patch of moss.

					LUKE
		Artoo, are you okay?

	Artoo responds with a series of feeble whistles and tones.

					LUKE
		If you said you thought coming
		here was a bad idea, I'm beginning
		to agree with you.

276	EXT SWAMP - BEACH - DUSK				276

	Luke is shivering cold as the fog begins to close in.
	He helps little Artoo upright and starts to clean him
	off.  All is quiet except for an eerie and inhuman cry
	every once in awhile in the distance.  Both the robot
	and the boy glance around at the spooky swamp-jungle
	that surrounds them.  Sinister shadows move among the
	trees, as Luke notices a tiny, but vicious pair of eyes
	wink out and disappear in a scutter of feet.

					LUKE
		I'm sorry Artoo, I can't explain
		the urge that made me come here.
		It was part of a dream .... or
		.... maybe I'm just going crazy.

277	EXT SWAMP - POV - DUSK						277

	Luke looks back at the slowly sinking spacecraft.

278	EXT SWAMP - BEACH - DUSK				278

	Artoo bubbles electronic profanity and ejects a stream
	of muddy water from one of the ports in his head.

					LUKE
		How are we going to get that thing
		flying again?  What am I doing here?

	Artoo beeps a short, ÒGot me boss.Ó

279	EXT IMPERIAL FLEET - SPACE - ASTEROID FIELD		279

	FULL SHOT - Fleet around Vader's ship in the asteroid 
	storm.  Asteroids big and small begin to pelt the huge
	surface of the ships.  One of the smaller Imperial
	vessels in the foreground gets hit by a huge asteroid
	and explodes.

280	INT BRIDGE - VADER'S STAR DESTROYER - MAIN CONTROL DECK   280

	INT FULL SHOT - Asteroids collide, creating fireworks
	display out bridge window.

	Darth Vader stands in the hologram cage above the
	control deck.  Before him are the hologram images of
	twenty Battleship Commanders.  One of these images,
	the Commander of the ship just exploded, is fading
	quickly away at this moment.  Another image, in the
	center and a little apart from the others, is faded and
	continually disrupted by static.  It is the Captain
	Needa of the Star Destroyer which was most hotly on the
	tail of the Millennium Falcon.  Admiral Piett and an
	aide stand behind the Dark Lord.

					CAPTAIN NEEDA (IN HOLOGRAM)
		.... which was the last time they
		appeared in any of our scopes.
		Considering the amount of damage
		we've sustained, they must have
		been destroyed ....

					VADER
		They're alive, Captain.  I know
		it and I want every ship available
		to sweep the asteroid field until
		they're found.

	The Imperial Star Captains fade off one by one as Vader
	turns to Admiral Piett.

					VADER
		Now what's so important it couldn't
		wait, Admiral?  Speak up!

	The Admiral is scared white as a sheet.  He's shaking.

					ADMIRAL
		It was .... the Emperor ....

					VADER
		The Emperor?

					ADMIRAL
		Yes, he commands you make contact
		with him ....

					VADER
		Move this ship out of the asteroid
		field and into a position where we
		can send a clear transmission.

					ADMIRAL
		Yes, My Lord.

					VADER
		And code the signal to my private
		chamber.

281	EST MILLENNIUM FALCON - ASTEROID CAVE				281

	The pirate starship rests in a dark, dripping asteroid
	cave.  It is so dark, the exact dimensions are impos-
	sible to determine.

282	INT COCKPIT - MILLENNIUM FALCON - CAVE			282

	Han and Chewie are busy shutting down the engine and the
	electronic systems.  Threepio and Leia watch worriedly
	as all the service lights go out.  Han glances from the
	dimming lights to Leia with a quick grin.

					HAN
		Getting kinda romantic in here.

	Chewie suggests with a GROWL that Han pay attention to
	the business at hand.  Han returns to work.

					HAN
			(to Chewie)
		What are you so grouchy about?

					THREEPIO
		Sir, I'm almost afraid to ask, but
		does shutting down all but emergency
		power systems include me?

	Chewie BARKS yes, but Han think otherwise.

					HAN
		No, we're going to need you to
		talk to the ship and find out what
		happened to our hyperdrive ...
		How good are you with a macrofuser,
		Your Holiness?

	Suddenly the ship lurches, causing all the loose items
	in the cockpit to go flying.  Chewie HOWLS.

					LEIA
		A tremor!

					THREEPIO
			(to Han)
		Sir, it's very possible this
		asteroid is not stable.

					HAN
		I'm glad you're here to tell us
		these things ...

	The ship begins a violent motion.  Chewie HOWLS.

					HAN
		Hang on!  Watch out.

	The jolting movement throws Leia across the cabin into
	Han's arms.  The motion stops as suddenly as it started.
	Han and Leia realize they are in each others arms.  The
	pirate grins down at the girl.  Chewie watches the
	embrace with inscrutable interest.

					HAN
		Why, Princess, this is so sudden.

					LEIA
		Very funny.  You can let go now
		.... I'm getting angry.

					HAN
		You don't look angry.

					LEIA
		How do I look?

					HAN
			(with feeling)
		Beautiful.

	Leia flushes, averts her eyes.  She's not exactly
	fighting to get free.  But, of course, Han blows it ...

					HAN
		And excited.

	The anger rises in Leia.

					LEIA
		Sorry, Captain, being held by you
		isn't enough to get me excited.

					HAN
		Well, I hope you don't expect more.

					LEIA
		I don't expect anything, except to 
		be left alone.

					HAN
		Fine with me.  But I'm afraid you'll
		have to let go.

	Han has lifted his arms lightly away, which makes it
	very clear that Leia has, in fact, been returning his
	embrace.  Leia realizes this and steps back, embarrassed
	and angry.  Her words are measured.

					LEIA
		Don't you think it's time we got
		to work on your ship ...

	She turns and leaves the cockpit.  Han turns to his
	faithful Wookiee, who's been watching all this with
	Threepio.

					HAN
		Come on, Chewie, let's tear into
		this flying short circuit before
		we get hit with another tremor.

	Chewie BARKS and starts out of the cockpit with Han.

					HAN
		You, too, golden rod.

					THREEPIO
		I must admit there are times I 
		don't understand human behavior.

283	EXT BOG CLEARING - DUSK					283

	The mist has disappeared a bit, but it is still a gloomy
	looking swamp.  The X wing fighter has stopped sinking
	and is now only about one third above water.  A transfer
	cable has been rigged between the starfighter and the
	shore.  Artoo is on the back of the fighter sending a
	power case to Luke on the edge of the swamp.

					LUKE
		I think that will do it, Artoo.
		Come on back.

	Luke hears a loud snapping crash in the dense jungle
	right behind him.  It is too dark to see anything, but
	Luke already has his light saber in his hand, waiting
	to be ignited.  Nothing emerges from the obscure foliage
	so Luke clips his weapon back to his utility belt and
	continues to unpack the gear.  Meanwhile, Artoo has hooked
	a pulley from his midsection to the transport cable
	and is whizzing toward his master.  The stubby little
	droid lands with a beep.

					LUKE
		You ready for some power?

	Luke has ignited a little fusion furnace which throws
	off a warm glow.  He warms his hands, then plugs a
	power cable into Artoo's nose.  The droid whistles his
	appreciation.  Luke opens a container of processed food
	and sits before the thermal heater.

					LUKE
		Now all I have to do is find this
		Yoda .... if he even exists.

	Artoo beeps and Luke nervously looks around at the
	foreboding jungle.  He grimaces as he forces down
	the ill-tasting food.

					LUKE
		This seems like a strange place 
		to find a Jedi master ... Gives
		me the creeps.
			(Artoo beeps ÒI'm with youÓ)
		... There's something familiar 
		about this place ... I feel like ...

					STRANGE VOICE
		You feel like what?

	Luke jumps out of his skin.  Artoo screeches in terror.
	The young warrior grabs for his light saber as he spins 
	around, looking for the speaker.  Mysteriously, standing
	right in front of Luke is a strange, blue creature, not
	more than two feet tall.  The wizened little thing is
	dressed in rags.  It motions toward Luke's sword.

					LUKE
			(looking at creature)
		... Like we're being watched.

					CREATURE
		Away put your weapon.  I mean you
		no harm.

	After some hesitation, Luke puts away his weapon,
	although he really doesn't understand why.  Artoo
	watches with interest.

					CREATURE (Continued)
		I'm wondering ... why are you
		here?

					LUKE
		I'm looking for someone.

					CREATURE 
		Looking?  Looking?  You've found
		someone I'd say.  Heh?  Yes!

					LUKE
			(trying to keep from smiling)
		Yeah ...

					CREATURE
		Help you I can ... yes ... yes.

					LUKE
		I'm looking for a great warrior.

					CREATURE
		A great warrior?
			(shakes his head)
		Not many on those.  Wars don't
		make one great.

	Yoda jumps and lands on one of the cases of supplies.
	He begins to rummage around.

					LUKE
		Get away from there.

	Artoo moves to the edge of the case (almost eye level
	to the creature who is carelessly handling the supplies)
	and squeaks his disapproval.

	The creature picks up the container of food Luke was
	eating from and takes a bite.

					LUKE
		Hey, that's my dinner!

	The creature spits out the bite he has taken.  He
	makes a face.

					CREATURE
		Peewh!  Awful, awful.  Thank you,
		no.  How get you so big eating
		food of this kind?

	He flips the container in Luke's direction and reaches
	into one of Luke's supply cases.

					LUKE
		Listen, friend, we didn't mean
		to land here, and if I could get 
		my fighter out of this puddle I 
		would, but I can't.  So ...

					CREATURE
		Can't get your ship out?  Have
		you tried?  Have you tried?

	The creature spots something of interest in Luke's
	case; Luke loses patience and grabs the case away.
	The creature retains his prize ... a tiny power lamp.
	The creature examines it with delight.

					LUKE
		Give me that!

					CREATURE
			(retreating with it)
		Mine!  Mine!  Or I'll help you
		not.

	Clutching the lamp, the creature backs away from Luke
	right into Artoo, who the creature barely recognizes
	as animate.  But as the following exchange takes place,
	one of Artoo's little arms slowly moves out toward the
	power lamp, completely unnoticed by the creature.

					LUKE
		I don't want your help.  I want
		my lamp back.  I'll need it in
		this slimy mudhole.

					CREATURE
		Mudhole?  Slimy?  My home this is.

	Artoo grabs hold of the lamp and the two little
	figures are immediately engaged in a tug-of-war over
	it.

					ARTOO
		Beeps a few Ògimme thats.Ó

					CREATURE
		Mine, mine.  Give it back.

	The creature lets go with one hand and pokes Artoo
	lightly with one finger.

	Artoo reacts big with a squeal, and lets go.

					CREATURE
		Mine, mine.

					LUKE
			(fed up)
		Okay, Artoo, let him have it.
		Now get out of here, little
		fellow, we've got things to do.

					CREATURE
		No, no!  I'll stay and help you
		find your friend.

					LUKE
		I'm not looking for a friend.
		I'm looking for a Jedi Master.

					CREATURE
		Oh, a Jedi Master.  Different
		altogether.  Yoda you seek, Yoda.

					LUKE
			(surprised and skeptical)
		You know the Jedi Master?

					CREATURE
		Of course, yes.  But now eat we
		must.  Good food, I have good
		food.  Come, come.

	With that, the creature scurries out of the clearing
	and down a path which is suddenly more apparent than
	before.  Luke looks after him, thinking, then starts
	that way.

					ARTOO
			(quite upset)
		Whistles a blue streak.

					LUKE
			(to Artoo)
		You'd better stay here and watch 
		over the camp.

					ARTOO
		Beeps even more frantically.

	Luke is almost out of sight.  He yells back.

					LUKE
		Artoo, now settle down ... I can
		take care of myself ... I'll be
		safe ... okay?

	The little droid grows quiet as Luke disappears from
	view.

284	EXT BOG TRAIL - DUSK - DAGOBAH					284

	Down the misty trail, the creature moves along alone.

					CREATURE
		Heh ... safe ... heh ...
		quite safe (laughs) ... yes, of
		course.

285	EXT VADER'S STAR DESTROYER - SPACE			285

	FULL SHOT - Vader's Imperial Star Destroyer floats
	against a vast sea of stars.

286	INT VADER'S STAR DESTROYER - VADER'S CHAMBER		286

	Darth Vader stands before a shimmering holographic
	image which slowly comes into focus.  The image is
	that of SATE PESTAGE, Grand Vizier to His Eminence,
	Emperor.

					VADER
		Sate Pestage, I would see the 
		Emperor.  He commands it.

					PESTAGE
		I must warn you, Lord Vader,
		The Emperor is in a foul mood.
		He bids you wait.  Have you any
		progress to report?

					VADER
		The rebel base on Hoth has been 
		destroyed.  I am tracking down
		the survivors.

					PESTAGE
		The Emperor will be with you in
		time.

					VADER
		I wait at his convenience.

287	EXT IMPERIAL CRUISER - ASTEROID BELT - SPACE		287

	FULL SHOT - Looking down on two medium-sized Imperial
	cruisers moving across the surface, dropping
	bombs which create powerful shock waves centered around
	blue explosions.

288	EXT IMPERIAL CRUISERS - CRATER - GIANT ASTEROID - SPACE   288

	The ships move over the crater in which the Millennium 
	Falcon is hiding.  A faint ball of light emerges from
	the crater as a bomb hits bottom.

289	INT MAIN HOLD AREA - MILLENNIUM FALCON			289

	The ship rattles and vibrates.  Threepio is sitting at
	the main control panel.  The flooring and part of the 
	ceiling have been removed revealing a section of the 
	complex powertrain.  Chewie's head pops upside-down
	out of a bundle of wires in the ceiling.  He BARKS.
	Han looks up from where he's working in one of the
	floor compartments.  Princess Leia, who is welding
	something nearby, also stops working and looks up at
	Chewie.

					HAN
		That was no earthquake.

					LEIA
		Felt like a hydro concussion ...
		an Imperial Cruiser.

					THREEPIO
		Oh my, they've found us.

	Everyone is quiet for a moment, waiting for a second
	blast.  A very slight vibration is felt.

					LEIA
		They're moving away.

					HAN
		They're just trying to see if
		they can stir something up ...
		we're safe.

					LEIA
		Where have I heard that before?

	Han ignores her sarcasm and moves past her, rubbing
	against her in the tight quarters, to continue his
	work.  She watches him for a moment, then goes back
	to her welding.  Threepio whistles and beeps into the
	control panel in front of him and the control panel
	whistles back.

					THREEPIO
		Where is Artoo when I need him?
		I don't know where your ship
		learned to communicate, but its
		dialect leaves something to be
		desired.  It says the power
		coupling on the negative axis has
		been polarized.  You'll have to
		replace it, I'm afraid.

					CHEWIE
		Barks his understanding and
		returns to his wires.

	Leia finishes welding the valve she's been working on.
	She attempts to reengage the system by pulling on a
	lever attached to the valve.  It doesn't budge.  Han
	notices her struggle, and moves to help her.  She
	rebuffs him.

					HAN
		Easy, your worship.  Only trying
		to help.

					LEIA
			(still struggling)
		Would you please stop calling 
		me that?

	Han hears a new tone in her voice.  He watches her pull
	on the lever.

					HAN
		Sure.  I guess I make it difficult
		sometimes.

					LEIA
		Yes, you do.

					HAN
		You could be a touch warmer,
		though.
			(he watches her reaction)
		Admit it, against your better
		judgment you think I'm all right.

	She lets go of the lever and rubs her sore hand.

					LEIA
			(a little smile, haltingly)
		Sometimes, maybe ... occasionally,
		when you aren't acting like a
		scoundrel.

					HAN
			(laughs)
		That's quite a compliment.

	With that, Han takes her hand, turns it over and presses
	his lips into her palm.

					LEIA
		Stop that.

					HAN
		Why?

	Leia is flushed, confused.

					LEIA
		My hands are dirty.

	Han kisses her hand again.  Leia yanks it away and
	steps back.  She can only move a few feet in the cramped
	space, but Han does not follow her.

					HAN
		What are you afraid of?

					LEIA
		Afraid of?  Certainly not you
		Captain Solo ... or any other
		man in this galaxy.

	Han looks at her with a piercing look.  He's never
	looked handsomer, more dashing, more confident.  He
	reaches out slowly and takes Leia's hand again from
	where it is resting on a console.  He draws it toward
	him.

					HAN
		Then why are you trembling?

	Then, with an irresistible combination of physical
	strength and emotional power, the space pirate begins
	to draw Leia toward him ... very slowly.

					HAN
		You know what I think?  I think
		you like me because I'm a scoundrel.
		I think you haven't run into enough
		scoundrels in your life.

	Leia is now very close and the following exchange takes
	place as their faces draw even nearer.  Leia's voice is
	and excited whisper, in complete opposition to what she's
	saying.

					LEIA
		Don't count on it.  I happen to
		like nice men.

					HAN
		Sure, they're safer.  You always
		know what they're going to do.
		Trouble is, it gets a little dull.

					LEIA
		There's nothing dull about a man
		I can depend on to be civilized.

					HAN
		You mean a man you can control.

					LEIA
		I do not!

					HAN
		Try and control this ...

	He kisses her now, with slow hot lips.  He takes his
	time, as though he had forever, bending her body back-
	ward.  She has never been kissed like this before, and
	it almost makes her faint.  When he stops, she regains
	her breath and tries to work up some indignation, but
	finds it hard to talk.

					LEIA
		You're wrong ... This isn't what ...
			(he begins to kiss her again)
		... not what I .... want ....

	His mouth stops her.  A swimming giddiness spins her
	around until, before she knows it, she is kissing him
	back.  Finally, Han breaks the kiss and looks at her.
	They stand there for a moment looking at each other.
	Leia is totally, frantically confused by her feelings.
	First with her eyes, then with her body, she withdraws,
	detaches from Han.  She slips from his arms and hurries
	from the cabin.

	Han stares after her thoughtfully, then turns his
	attention to the stuck lever.  He gives it a confident,
	mighty pull.  It doesn't budge.

					HAN
		Chewie!  Gimme a hand with this.

290	EXT BOG - EDGE OF SWAMP CAMP - DUSK				290

	A slight breeze moves the fog around in swirls.  Artoo
	is all alone.  The swamp had become even more fore-
	boding.  A light slapping sound can be heard across
	the water.  The tiny droid's head zips around looking
	for danger in every direction.  He feels very alone,
	and attempts to warm several of his utility arms in
	front of the thermal heater.  He whimpers a nervous
	little whistle.

291	EXT BOG MEADOW - CREATURE'S HOUSE - DUSK			291

	The gnarled trees thin out around a small moss-covered
	knoll where a strange, baroque mud house is built.  The
	small, gnomish structure radiates a warm glow from its
	thick-glassed windows.

292	INT CREATURE HOUSE						292

	The inside of the house is very plain, but cozy.  Every-
	thing is in the same scale as the creature.  The only
	thing out of place in the miniature room is Luke, who
	is cramped by the four foot ceiling.  He sits crossed-
	legged on the floor of the living room.

	The creature is in an adjoining area, which serves as
	the kitchen, cooking up some incredible meal.  The stove
	is a steaming hodgepodge of pots and pans.  The wizened
	little creature scurries about chopping this, shredding
	that and showering everything with exotic herbs and
	spices.  He rushes back and forth putting platters on
	the table in front of Luke, who watches the creature
	impatiently.

					LUKE
		... I told you, I'm not hungry.

					CREATURE
		Patience.  It's time to eat.

					LUKE
		Look, it smells good.  I'm sure
		it's delicious   But I don't 
		know why we can't see Yoda now.

					CREATURE
		It's the Jedi's time to eat, too.

					LUKE
		Will it take long to get there?
		How far away is he?

					CREATURE
		Not far, not far.  Be patient.
		Soon you will see him.  Why wish
		you become a Jedi?

					LUKE
		Because of my father, I guess.

					CREATURE
			(placing food on the table)
		Oh, your father ... a powerful
		Jedi was he, powerful Jedi.

					LUKE
			(a little angry)
		How could you know my father?
		You don't even know who I am.
			(fed-up)
		Can't we get on with this already?

	The creature turns away from Luke and speaks to a
	third party.

					CREATURE
			(irritated)
		No good is this.  This will not
		do.  I cannot teach him.  The
		boy has no patience!

	Luke's head spins in that direction.  He is startled 
	to see the shimmering image of Ben Kenobi.

					LUKE
		Ben!

	Ben is focused on the creature.  They ignore Luke for
	the moment.  The boy is bewildered, but over the next
	few exchanges it dawns on him that the little creature 
	is YODA, the Jedi Master.

					BEN
		He will learn patience.

					YODA
		Much anger in him, like in his
		father.

					BEN
		We've discussed this before.

					LUKE
		I can be a Jedi.  I'm ready.

	Yoda sits across the table from Luke.

					YODA
		Ready are you?  What know you of
		ready?  I have trained Jedi for
		800 years.  My own counsel I'll 
		keep on who is to be trained.

					LUKE
		Why not me?

					YODA
		To become a Jedi takes the deepest
		commitment, the most serious mind.

					BEN
		He can do it.

					YODA
			(to Ben, indicating Luke)
		This one I have watched a long
		time.  All his life has he looked
		away ... to the horizon, to the
		sky, to the future.  Never his
		mind on where he was, on what he
		was doing.  Adventure, excitement ...
			(turning to Luke)
		A Jedi craves not these things!

	Luke looks down, knows it's true.

					LUKE
		I have followed my feelings.

					YODA
		You are reckless!

					BEN
		He'll learn.

					YODA
		He's too old.  Yes.  Too old to
		start the training.

	Luke thinks he hears a tiny softening.

					LUKE
		But it hasn't been wasted time.
		I've learned much already.

	Yoda turns his piercing gaze on Luke, as though the
	Jedi Master's huge eyes could somehow determine how much
	the boy has learned.  After a long moment, the little
	creature turns toward Ben, who meets his look evenly and
	seems almost to nod.

					YODA
		Will he finish what he begins?

					BEN
		We've come this far ... He is our
		only hope.

	Yoda concedes with a resigned look and Ben's image 
	fades away.  Yoda continues to stare at the spot for a
	long time.

					LUKE
		I will not fail you.  I'm not
		afraid.

					YODA
			(turns slowly toward him)
		You will be, my young one.  Heh.
		You will be.

293	EXT VADER'S STAR DESTROYER - SPACE			293

	FULL SHOT - Vader's Imperial Star Destroyer floats
	against a vast sea of stars.

294	INT VADER'S STAR DESTROYER - VADER'S CHAMBER		294

	The Dark Lord, Darth Vader, is alone in his chamber.  A
	STRANGE SOUND is heard and light begins to play across
	Vader's black figure.  He looks up and bows quickly.

	A twelve foot hologram of the GALACTIC EMPEROR material-
	izes before Vader.  The Emperor's face cannot be seen,
	for it is shrouded in dark robes with a monk's hood,
	reminiscent of the cloak worn by old Ben Kenobi.  His
	voice is even deeper and more frightening than Vader's.

					EMPEROR
		You may rise, my servant.

	Vader rises, but he is afraid of his master and contin-
	ually looks at his feet.

					VADER
		What is thy bidding, My Master?

					EMPEROR
		There is a grave disturbance in
		The Force.

					VADER
		I have felt it.

					EMPEROR
		Our situation is most precarious.
		We have a new enemy who could
		bring about our destruction.

					VADER
		Our destruction?  Who?

					EMPEROR
		The son of Skywalker.  You must
		destroy him ... or he will be
		our undoing.

					VADER
		He's not a Jedi, he's just a boy.
		Obi-wan could not have taught him
		so much that ...

					EMPEROR
		You are weak!  I have seen it.
		The Force is strong with him.
		He must be destroyed.

					VADER
		But, if he could be turned, he
		would be a powerful ally.

					EMPEROR
			(a long pause)
		Yes ... yes.  That would be a great asset.

					VADER
		He will join us or die, My Master.

	Vader kneels.  The supreme  Emperor passes a hand over
	the crouched Lord of the Sith and fades away.

295	EXT MILLENNIUM FALCON - ASTEROID CAVE				295

	The pirate starship rests in a dark, dripping asteroid
	cave.  It is so dark, the exact dimensions are impossible
	to determine.

296	INT COCKPIT - MILLENNIUM FALCON				296

	The cockpit is quiet and lit only by the indicator
	lights on the control panel.  Princess Leia is sitting
	alone in the pilot's seat.  She runs her hand across
	the control panel as she thinks of Han, and the
	confusion he's created within her.

	Something catches her  eye outside the cockpit window.
	With the reflection of the dash lights, it's hard to
	make out what it is.  She moves closer to the glass
	and peers into the gloom.  Suddenly, there are two
	large yellow eyes staring back at her.  Leia is startled
	and jumps back into her seat, her heart pounding.  There
	is a SCURRY of feet and a loud SCREECH, the eyes are
	gone.

	The young Princess catches her breath, jumps out of her
	chair and races from the cockpit.

297	INT MAIN HOLD AREA						297

	The lights go bright for a second, then go out again.
	Threepio turns to Chewbacca who is looking over his
	shoulder at the control panel.  Han finishes with some
	wires.

					THREEPIO
		Everything checks out here.  If
		I might say so, I believe that
		should do it.

	The Wookiee BARKS and turns as Leia rushes into the
	cabin.  Han drops the final floor panel into place.

					LEIA
		There's something out there!

					HAN
		Where?

					LEIA
		Outside, in the cave.

	There's a sharp BANGING on the hull.  Chewie looks up
	and BARKS.

					THREEPIO
		It sounds like it's trying to get
		in.

					HAN
		I'm going to see what it is.

					LEIA
		Are you crazy!

					HAN
		Look, we just got this bucket
		going again.  I'm not about to
		let some varmint tear it apart ...

	He grabs a breath mask off a rack and the Wookiee does
	likewise.  Leia follows.

					LEIA
		If there's more than one, you're
		going to need help.

	Threepio looks around and sees that he's been deserted.

					THREEPIO
		But that leaves me here all alone!

298	EXT MILLENNIUM FALCON - ASTEROID CAVE				298

	It is very dark and dank inside the huge asteroid cave.
	Too dark to see what is tearing apart the ship.  Chewie
	BARKS through his face mask, and points over the jutting
	cockpit.  A five foot shape can be seen moving across the
	top of the Falcon.  The leathery creature lets out a
	screech as Han blasts it with a laser bolt.  The black
	shape stumbles, then tumbles off the spaceship and lands
	at the feet of the Princess.  She leans over and studies
	the thing.

					LEIA
		Looks like some kind of Mynock.

					HAN
			(looking around)
		There will be more of them.  They
		always travel in groups.  And
		there's nothing they like better
		than to attach themselves to ships.
		Just what we need right now.

	Leia stamps her foot on the floor of the cave.

					LEIA
		This asteroid has the strangest 
		consistency ... Look at the ground,
		it's not like rock at all.

	Han kneels and studies the ground, then attempts to
	study the outline of the cave.  There is a Mynock
	screech in the distance.

					HAN
		There's an awful lot of moisture
		in here.

	Han unholsters his blaster and fires at the far side
	of the huge cave.  Moments later the cavern begins to
	shake and the ground begins to buckle.

					HAN
		I was afraid of that,

	Chew BARKS and starts for the ship. Leia and Han follow 
	quickly.

299	INT MILLENNIUM FALCON ENTRY - HOLD AREA			299

	As soon as Han and Leia are on board, Chewie closes the 
	main hatch. The ship continues to shake and heave.

					HAN
		Chewie, fire her up!  We're 
		getting out of here.

	Threepio and the Wookiee head for the cockpit as Han 
	rushes to the control panel in the hold area and checks 
	the scopes. Leia follows.

					LEIA
		It's just another tremor the 
		Empire is still out there.  I 
		don't think it's safe to.

	Han rushes past her and heads for the cockpit.

					HAN
		There's no time to discuss this 
		in committee.

	And with that he's gone.  The main engines of the Falcon 
	begin to whine.  She races after him, bouncing around in 
	the shaking ship.

					LEIA
			(angry)
		I am not a committee!

300	INT COCKPIT - MILLENNIUM FALCON - CAVE			300

	Han is already in the pilot's seat pulling back on the 
	throttle.  The earthquake begins to stop. Leia enters.

					LEIA
		Those Star Destroyers will spot us 
		long before you can get into light
		speed.  You can't make the jump in 
		this asteroid field.

					HAN
		Strap yourself in, sweetheart, we're 
		taking off!

					LEIA
		But the tremors have stopped.

	The ship begins to move forward, the sides of the cave
	move away.  Chewie barks as he notices something out
	the window ahead.

301	INT COCKPIT - MILLENNIUM FALCON - CAVE - POV		301

	INT MILLENNIUM FALCON COCKPIT, POV out window of row of
	jagged white stalagmites and stalactites surrounding
	the entrance.  The entrance of the cave is growing 
	smaller.

302	INT COCKPIT - MILLENNIUM FALCON - CAVE			302

	Han pulls hard on the throttle as the ship surges forward.

					HAN
		I see it Chewie, hang on.

					LEIA
		The entrance is collapsing!

					THREEPIO
		We're doomed.  Goodbye, Mistress
		Leia.  Goodbye, Captain ...

					HAN
		Not collapsing, honey.  It's
		closing!  This is no cave ...

					LEIA
		What??

					THREEPIO
		Oh my, no!

	Leia's mouth drops open as the rocks of the cave
	entrance are revealed to be giant teeth quickly closing
	around the tiny ship.  Chewie HOWLS.

					HAN
		Bank, Chewie!

303	EXT MILLENNIUM FALCON - INT MONSTER MOUTH		303

	FULL SHOT inside monster's mouth as the Millennium
	Falcon rolls on its side and barely makes it between
	two of the monster's teeth before the huge jaw slams
	closed.

304	EXT CAVE ENTRANCE - ASTEROID CRATER				304

	FULL SHOT - The monstrous slug-type creature moves
	its head out of the cave as the Falcon flies out of
	its mouth into relative safety.  The monster tilts
	its head as it watches the starship fly away.

305	EXT MILLENNIUM FALCON - GIANT ASTEROID			305

	FULL SHOT - The Falcon races out of the asteroid crater
	into the deadly rain of the asteroid storm.  From
	monster's POV.

306	EXT YODA'S BOG (MONTAGE) - DAY - DAGOBAH			306

	Yoda is sitting on a branch high in one of the bog's
	weird trees.  His legs straddle the branch and clasped
	in his webbed feet is Luke's laser sword.  On the
	ground below, Luke sets himself up and jumps toward Yoda.
	He jumps incredibly well for a human, but it doesn't
	bring him close to his object.

306X	EXT BOG CLEARING - SWAMP - DUSK - DAGOBAH		306X
(formerly)							(formerly)
(pt 310) Luke runs through the dense jungle on the last leg   (part 310)
	of what must have been quite a marathon.  Yoda
	rides in a pouch on Luke's back.  The young apprentice
	is sweaty and exhausted.  He stumbles into the clearing
	where Artoo has been patiently waiting.  As Luke is
	about to collapse, Yoda throws a small metal bar in
	front of him.  Luke ignites his laser sword and swings 
	at it.  He missed and the bar falls to the ground.
	Luke does too.

					LUKE
			(breathless)
		I can't ... Too tired.

					YODA
		It would be in seven pieces,
		were you a Jedi.

					LUKE
			(gasping)
		I thought I was in good shape.

					YODA
		Yes, but by what standard, ask 
		I?  Forget your old measures.
		Unlearn, heh, unlearn.

307X	EXT YODA'S BOG (MONTAGE) - DAY - DAGOBAH			307X
(formerly)							(formerly)
(308)    At the edge of a wide pond, Yoda sits on a log.		(308)
	In his mouth is a Gimer Stick, a short twig with
	three little branches at the far end.  Luke is
	nowhere in sight, but now we begin to hear the
	sound of someone crashing through the foliage.
	Suddenly Luke appears on the far side of the pond
	at a run and leaps out toward Yoda.  It's an
	extraordinary leap, but he falls short by six feet,
	creating a huge splash, which drenches Yoda and
	his Gimer Stick.

308X	EXT YODA'S BOG (MONTAGE) - DAY - DAGOBAH			308X
(formerly)							(formerly)
(307)    In the bog clearing, Yoda and Luke sit facing two	(307)
	bowling ball-size rocks.  Artoo observes from the
	side.  Luke stares at the rocks, Yoda stares at
	Luke.  Slowly, one of the rocks lifts from the
	ground and floats up to rest on the other.  Luke
	smiles with satisfaction and turns to Yoda for
	approval.  The floating rock tumbles off.  Artoo
	beeps his review.

309X	EXT YODA'S BOG (MONTAGE) - DAY - DAGOBAH			309X
(formerly)							(formerly)
(309 and)Luke's face is upside-down and showing enormous	(309 and)
(pt 310) strain.  Soon we see why.  He is standing on his	(pt 310)
	hands and Yoda is perched up on Luke's feet.  Yoda
	taps Luke's leg.  Luke focusing and quickly removes
	one hand.  His body wavers, but he maintains his
	balance.

	Artoo races up to his master whistling and beeping
	like mad.  Luke is trying to maintain his balance,
	desperately and finally collapses.  Yoda jumps
	clear.

					LUKE
			(a little annoyed)
		Oh, Artoo, what is it?

310X	EXT BOG CLEARING - SWAMP - DUSK - DAGOBAH		310X
(formerly)							(formerly)
(pt 310) Artoo runs around in circles, chirping franti-	(pt 310)
	cally, then scoots over to the edge of the swamp
	where the X wing fighter has sunk almost from
	sight.  Luke rushes to the water's edge.

					LUKE
		Oh no.  We'll never get it out now.

	Yoda stamps his foot in irritation.

					YODA
		So sure are you?  Tried have you?
		Always with you it can't be done.
		Hear you nothing that I say?

	Luke looks uncertainly out at the ship.

					LUKE
		Master, moving rocks is one thing,
		but this is a little different.

					YODA
			(irritated)
		No!  No different!  The differences
		are in your mind.  Throw them out!
		No longer of use are they to you.

					LUKE
			(focusing, quietly)
		Okay.  I'll give it a try.

					YODA
		No.  Try not.  Do, do.  Or do not.
		There is no try.

	Luke closes his eyes and tries to think the ship out.


311	EXT SWAMP - X WING FIGHTER - DUSK				311

	The fighter begins to shake a little, but doesn't rise.

312	EXT BOG CLEARING - SWAMP - DUSK				312

	Luke tries as hard as he can.

					LUKE
		I can't. It's too big.

					YODA
		Size has no meaning.  It matters
		not.  Look at me.  Judge me by 
		my size do you?

	Luke shakes his head no.

					YODA
		And well you shouldn't.  For my
		ally is The Force.  And a powerful
		ally it is.  All of life feeds it
		and makes it grow.  Its energy
		surrounds us and binds us.  Luminous 
		beings are we ...
			(Yoda pinches Luke's skin)
		... not this crude matter.
			(a sweeping gesture)
		Feel it you must.  Feel the flow.
		Feel The Force around you ...
			(gesturing)
		... Here, between you and I and
		that tree and that rock ...

	Yoda indicates the vicinity of Artoo, whose head spins
	around looking for The Force.

					YODA
		... Yes, everywhere, waiting to
		be felt and used ... Yes, even
		between this land and that ship!

313	EXT SWAMP - BEACH - X WING FIGHTER - DUSK		313

	With that, Yoda, Jedi master, raises his arm.  The
	huge X wing fighter moves magically out of the muddy
	swamp and lands gently on the shore.

314	EXT BOG CLEARING - SWAMP - DUSK				314

	Artoo runs behind some barrels in terror.  Luke is
	amazed.

					LUKE
		I don't believe it.

					YODA
		That is why you fail.

315	EXT VADER'S STAR DESTROYER - SPACE			315

	FULL SHOT - Vader's Imperial Star Destroyer in space
	with Tie Fighters buzzing around.

316	INT VADER'S STAR DESTROYER - BRIDGE - SPACE		316

	INT BRIDGE - Starfield, Tie fighters in background.

	Vader stands in the back control area of the bridge
	with a motley group of men and creatures.  Admiral
	Piett and one of his star captains stand at the front
	of the bridge and watch the group with scorn.

					ADMIRAL PIETT
		Bounty hunters!  Why should he
		bring them into this?  The rebels
		won't escape us ....

	A CONTROLLER interrupts.

					CONTROLLER
		Sir, we have a priority signal
		from the Star Destroyer Vengeful.

	The group standing before Vader is a bizarre array of
	galactic fortune hunters:  there is BOSSK, a slimy,
	tentacled monster with two huge, bloodshot eyes in a
	soft baggy face;  TUCKUSS and DENGAR, two battle-scarred,
	mangy human types; IG-88, a battered, tarnished chrome
	war droid; and BOBA FETT, a man in a weapon-covered
	armored space suit.

					VADER
		.... there will be a substantial
		reward for the one who finds the
		Millennium Falcon.  You are free
		to use any methods necessary, but
		I want proof ... no disintegrations.

	At that moment, Admiral Piett approaches Vader in a rush
	of excitement.

					ADMIRAL PIETT
		My Lord, we have them!

317	EXT MILLENNIUM FALCON - STAR DESTROYER - ASTEROID BELT    317

	FULL SHOT, asteroid field, of the Millennium Falcon
	followed by a firing Imperial Star Destroyer, head to
	camera.  A large asteroid about the same size as the
	Falcon tumbles over camera and toward the Falcon,
	covering it from view.  The tiny starship banks to
	miss the giant asteroid as smaller rocks pelt its
	surface and it roars under camera.  The asteroid grows
	small in the distance as it explodes harmlessly on the
	Star Destroyer.

318	INT COCKPIT - MILLENNIUM FALCON - ASTEROID BELT		318

	INT COCKPIT, OVER THE SHOULDER, of the asteroid storm
	and flak.

319	INT COCKPIT - MILLENNIUM FALCON - ASTEROID FIELD		319

	The ship shudders as flak explodes near the cockpit
	window.  Threepio is watching a tracking scope of the 
	side control panel.  Leia watches tensely out the
	window.

					THREEPIO
		I can see the edge of the asteroid 
		field, sir.

					HAN
		Good.  Soon as we're clear, we'll
		kick this baby into hyperdrive.

320	EXT MILLENNIUM FALCON - STAR DESTROYER - SPACE		320

	FULL SHOT - The Millennium Falcon races past camera,
	right to left, followed by the Star Destroyer, firing
	away.

321	INT COCKPIT - MILLENNIUM FALCON - SPACE			321

	Chewie BARKS excitedly as the rain of asteroids begins
	to subside.  A bolt from the Star Destroyer creates a
	huge explosion on the back side of the Millennium Falcon.
	The ship lurches to one side.

322	EXT MILLENNIUM FALCON - STAR DESTROYER - SPACE		322

	FULL SHOT - The Falcon going from camera is hit
	by a bolt from the Star Destroyer, creating a huge
	explosion on the back side of the Falcon.  The ship
	lurches to one side, then rights itself.  End asteroid
	storm.

323	INT COCKPIT - MILLENNIUM FALCON - SPACE			323

	Han corrects the attitude of the ship.  Chewie WHINES.

					HAN
		I'm with you, Chewie.  Let's
		vacate the area.  Stand-by for
		light speed.  This time they get
		the surprise.  Hang on ....

324	INT COCKPIT - MILLENNIUM FALCON - SPACE		324

	INT COCKPIT, OVER THE SHOULDER - Han pulls back on
	the hyperspace throttle and nothing happens.  Flak
	bursts continue outside.

325	INT COCKPIT - MILLENNIUM FALCON - SPACE		325

	Han is frantic.

					HAN
		This isn't fair!

	Chewie is very angry and starts to GROWL and BARK at
	his friend and captain.  Han desperately pulls back on
	the throttle again.

					HAN
			(sheepish on the defensive)
		Couldn't be, I checked the transfer
		circuits, just like you said!
			(Chewie barks)
		I tell you this time it's not my
		fault.  I'm sure I checked it.

					LEIA
			(almost expecting it)
		No lightspeed?

					HAN
		It's not my fault.  I can't under-
		stand it!

					THREEPIO
		Sir, we've lost the rear deflector
		shield.  One more direct hit on
		the back quarter and we're done for.

					LEIA
		Well, what now?

	Han thinks for a moment, makes a decision and pulls back
	on a lever.

					HAN
		Sharp bank, Chewie.  Let's turn
		this bucket around.
			(Chewie puzzled, barks)
		You heard me, turn around!  Full
		power on the front shield.

					LEIA
		You're going to attack them?!!!

					THREEPIO
		Sir, if I might point out, the
		odds of surviving a direct assault 
		on an Imperial Star Destroyer are ...

	Chewie BARKS and the golden droid shuts up.

326	INT COCKPIT - MILLENNIUM FALCON - POV - SPACE		326

	INT COCKPIT, POV of flak, banking as the Falcon makes
	a steep turn.

327	EXT SPACE - MILLENNIUM FALCON - STAR DESTROYER		327

	FULL SHOT - The Falcon races past camera, right to
	left.  Pan as the starship does a twisting turn and
	heads back over camera.

328	EXT SPACE - MILLENNIUM FALCON - STAR DESTROYER		328

	FULL SHOT - Moving toward the Star Destroyer as the
	Falcon races over camera and away, becoming very small
	against the massive surface of the Star Destroyer.  Flak.

329	EXT MILLENNIUM FALCON - STAR DESTROYER SURFACE - SPACE    329

	FULL SHOT - TRUCKING with the Falcon across the surface
	of the Star Destroyer as it is bobbing and weaving to
	avoid the numerous flak bursts.  The Falcon flies over
	camera.

330	INT IMPERIAL STAR DESTROYER NO. 2 BRIDGE			330

	INT STAR DESTROYER BRIDGE, POV of stars as tiny Falcon
	heads at camera, stars and window in foreground.

	Lots of excitement on the bridge of the Star Destroyer
	as the tiny spaceship races low across the hull headed
	directly at the huge windows of the bridge area.  Alarms
	go off everywhere.

					DECK OFFICER
		He's coming in too low to hit!

					TRACKING OFFICER
		We're going to collide!

					CAPTAIN NEEDA
		Shields up?  He's insane!

					DECK OFFICER
		Look out!

331	INT IMPERIAL STAR DESTROYER NO. 2 - BRIDGE - ANOTHER	331
	ANGLE

	INT BRIDGE, window with the Falcon racing at the
	window as the officers duck.  At the last minute, the
	Falcon veers off and out of sight.  Stars, all is
	quiet.

					CAPTAIN NEEDA
		Track them, they may come around
		for another pass.

					TRACKING OFFICER
		That's strange.

					CAPTAIN NEEDA
		What is it?

					TRACKING OFFICER
		The ship doesn't appear on any of
		our scopes.

					CAPTAIN NEEDA
		It couldn't have disappeared ...
		Could a ship that small have a
		cloaking device?

					DECK OFFICER
		No, sir ... Maybe they went into 
		light speed at the last minute.

					CAPTAIN NEEDA
		Then why did they attack?  They
		could have gone into hyperspace
		when they cleared the asteroid
		field.

					TRACKING OFFICER
		Well, there's no trace of them,
		sir, no matter how they did it.
		The only logical explanation is
		that they went into lightspeed ....

					DECK OFFICER
		Sir, Lord Vader demands an update
		on the pursuit .... What should
		he be told?

	The captain looks at his aide with a resigned expression.

					CAPTAIN NEEDA
		I am responsible for this.  Get
		the shuttle ready.  When we rendezvous
		with Lord Vader, I will apologize to
		him myself ... Turn around and
		scan the area one more time.

332	EXT SWAMP - BOG - DUSK						332

	Luke lies motionless in the mud with Artoo leaning
	over him.  Two glowing balls about the size of base-
	balls hover above them like mosquitoes and occasionally
	the angry Artoo swats at them; they move just out of
	the stubby droid's reach.  Artoo whistles to his master
	several times, but gets no response.  Artoo turns toward
	Yoda, who is sitting quietly nearby chewing on his Gimer
	Stick, and begins to furiously beep and scold the little
	Jedi Master.

	Artoo turns back to Luke.  A small metal electrode
	projects out of Artoo and rests on Luke's chest.
	There is a concerned whistle from the droid, a short
	electronic yap, and Luke jumps awake with a start.  The
	young Jedi shakes his head clear and rubs his shoulder.
	He is very angry; his glare moves between Yoda and the
	two glowing balls.

					YODA
			(jovial)
		Concentration.  Heh?  Concentration.

					LUKE
			(pissed)
		I thought those seekers were set
		for stun!

					YODA
		That they are.

					LUKE
		They're a lot stronger than I'm 
		used to.

					YODA
		That would matter not were The
		Force flowing through you.  Higher 
		you'd jump!  Faster you'd move!
		Open yourself to The Force you must.

	Artoo scoots away as the fed-up Luke grabs his laser
	sword from the mud, ignites it and jumps up.

					LUKE
		I'm open to it now!  I feel it.
		Come on you little flying blasters!

	As he moves toward the hovering balls with a poised
	saber and ferocious look, they draw away, retreating
	to the area around Yoda's head.

					YODA
		No, no.  This will not do.  Anger
		is what you feel.

					LUKE
		But I feel The Force flowing!

					YODA
		Anger, fear, aggression!  The dark
		side of The Force are they.  Easily
		they flow ... quick to join you in
		a fight.  Beware, beware, beware of
		them.  A heavy price is paid for the
		power they bring.

	Luke lowers his light saber, confused.

					LUKE
		Price?  What do you mean?

					YODA
		The dark side beckons.  But if
		once start down the dark path,
		forever will it dominate your
		destiny.  Consume you it will ...
		as it did Obi-wan's apprentice.

					LUKE
		Lord Vader ... Is the dark side
		stronger?

					YODA
		No, no.  Easier, quicker, more
		seductive.

					LUKE
		But how am I to know the good
		side from the dark?

					YODA
		You will know.  When you are at
		peace ... calm ... passive.  A
		Jedi uses The Force for knowledge
		and defense.  Never for attack.

					LUKE
		But tell me why ...

					YODA
		No!  Nothing more will I tell you
		now. Clear your mind of questions
		... Quiet now be ... at peace ...

	Luke stops protesting, relaxes his body.

					YODA
		... Yes ... calm ...

	Luke closes his eyes, tries to clear his thoughts.

					YODA
			(soothing)
		... passive ... Let yourself go ...

	After a long moment, Yoda makes the tiniest little
	gesture and the two glowing balls near his head race
	toward Luke, firing stun bolts.  Luke immediately
	springs to life, but in a lovely, graceful way.  He
	moves incredibly fast, deflecting bolts thrown at him
	from all directions, jumping incredibly high.

	The seeker attack stops as suddenly as it started and
	the two balls retreat to either side of Yoda's head.
	Artoo lets out a sigh and shakes his head.  Luke grins
	proudly at Yoda who continues to chew away.

					YODA
		Much progress do you make, young
		one.  Stronger do you grow.

	Luke is bursting with his achievement as two more
	glowing seekers float into view from behind Yoda's
	back, making a poised line of four above Yoda.  Luke's
	grin melts away.

333	EXT VADER'S STAR DESTROYER - SPACE			333

	FULL SHOT - Fleet around Vader's Star Destroyer with
	second Star Destroyer in the foreground.

334	INT VADER'S STAR DESTROYER BRIDGE - CONTROL DECK		334

	The dead body of Captain Needa lies at the feet of
	Darth Vader.  Two stormtroopers pick it up and carry
	it quickly away as Admiral Piett and two of his captains
	hurry up to the Dark Lord.

					ADMIRAL PIETT
		Lord Vader, our ships have completed
		their scan of the area and found
		nothing.  The Millennium Falcon
		definitely went into lightspeed.
		It's probably on the other side
		of the galaxy by now.

					VADER
		Alert all commands.  Calculate every
		possible destination along their
		last known trajectory and disburse
		the fleet to search for them.  Don't
		fail me again, Admiral, I've had
		quite enough!

					ADMIRAL PIETT
		Yes, My Lord.  We'll find them.

	The Admiral turns to and aide, a little more worried
	than when he arrived.

					ADMIRAL PIETT
		Deploy the fleet.

335	EXT IMPERIAL FLEET - SPACE				335  

	FULL SHOT - Imperial fleet as Vader's ship moves away
	with the smaller ships.  Into the foreground, from the
	bottom, comes a huge Star Destroyer which moves into 
	the distance.

336	EXT STAR DESTROYER SURFACE - MILLENNIUM FALCON - SPACE    336  

	MED SHOT of Star Destroyer bridge as camera trucks into
	the Millennium Falcon, clinging to the side of the ship.

337	INT COCKPIT - MILLENNIUM FALCON - SPACE		337

	INT FALCON COCKPIT, stars moving slowly.

	Everyone is hanging in their chairs sideways.  Threepio
	is shut down.  Leia glances at him.

					LEIA
		You could have warned him before
		you shut him off.

					HAN
		Oh, so sorry!  Didn't mean to
		offend your droid.  You think
		braking and shutting down in
		that amount of time is easy?

					LEIA
		I'm still not sure what you've 
		accomplished.

					HAN
		Chewie, check the manual release
		on the landing claws.

	Chewie BARKS, struggles from his seat, and climbs out
	of the cabin.

					LEIA 
		What'd you have in mind for your
		next move?

					HAN
			(pointing out window)
		The fleet is finally breaking up.
		I'm hoping they'll follow standard
		Imperial procedure and dump their
		garbage before they go into light
		speed.

	Leia gets it after a moment.  She smiles and pats Han
	like a puppy.

					LEIA
		Not bad, hot shot, not bad.  Then
		what?

					HAN
		Then we have to find a safe port
		around here.  Got any ideas?

					LEIA
		That depends.  Where are we?

					HAN
		Here ... near the Anoat system.

	Han points to a configuration of small light points
	on a computer map screen on the control panel.  Leia 
	slips out of her chair and moves next to the handsome
	pilot.  Several systems flash by on the computer screen.

					HAN
		Funny, I have the feeling I've 
		been in this area before.  Let
		me check my logs.

					LEIA
		You keep logs?  My, how organized.

					HAN
		Well, sometimes ... Ah-hah, I
		knew it!  Lando Calrissian.

					LEIA
		Never heard of that system.

					HAN
		Lando's not a system, he's a man.
		A gambler, con-artist ... all-
		around scoundrel ...
			(winks at Leia)
		... your kind of guy.  The system
		is called Bespin.  It's a ways
		from here, but reachable.

					LEIA
			(reading from the computer)
		A mining colony.

					HAN
		A Tibanna gas mine.  Lando won it
		in a sabacc match, or so he claims.
		Lando and I go way back.

					LEIA
		Can you trust him?

					HAN
		No.  But he has no love for the
		Empire, that much I know ...

	Chewie BARKS something on the intercom.  Han quickly
	changes his readouts and stretches to look out the
	cockpit window.

					HAN
		I see it, Chewie, I see it ...
		Prepare the manual release.
			(turns to Leia)
		Here goes nothing, sweetheart.

	Han leans back in his chair and gives her an inviting
	smile.  She thinks for a moment, shakes her head; a grin
	creeps across her face and she gives him a quick kiss.

					LEIA
		You do have your moments ... Not
		many, but you do have them.

					HAN
		Let Ôer go, Chewie.

338	EXT IMPERIAL STAR DESTROYER - SPACE				338

	FULL SHOT - Space and Star Destroyer moving slowly
	away from camera.  Junk begins to trail out of the
	ship and float over camera as the Falcon tumbles by.
	The Star Destroyer roars and zooms into hyperspace.

339	EXT MILLENNIUM FALCON - JUNK - BOBA FETT SHIP - SPACE	339

	FULL SHOT - Junk over camera.  Going away, the Falcon
	starts engines and races off into the distance.  The
	junk slowly drifts away.  Boba Fett's ship appears in
	the foreground and moves after the Falcon.

340	EXT BOG TRAIL - DUSK						340

	Luke runs through the Bog, jumping incredibly high
	over roots, doing amazing double flips across mud holes,
	racing in and out of the heavy ground fog.  Yoda again
	rides on Luke's neck.

	Yoda tosses a silver bar high above Luke, but behind
	him.  The young warrior instantly turns and cuts the
	bar into four pieces.  Yoda is pleased, but Luke is
	suddenly distracted, wary.

					YODA
		Four this time!  The Force you 
		feel.

					LUKE
		Yes ... I also feel danger ...
		death.  Something's not right.

	Luke turns to see a huge, tangled, dead black tree.
	It's base is surrounded by a few feet of water.  Giant,
	twisted roots form a dark and sinister cave near one
	side.  Luke lets Yoda down to the ground.  He stares
	at the tree, breathing hard.

					LUKE
		You brought me here purposely.

	Yoda sits on a large root, pulls out his chew stick.

					LUKE
		I feel cold.

					YODA
		This tree is strong with the dark
		side of The Force.  A servant of
		evil it is.  Into it you must go.

					LUKE
		What's in there?

					YODA 
		Only what you take with you.

	Luke looks warily between the tree and Yoda.  He ignites
	his light saber and steps into the water.

					YODA
		Your weapon ... you won't need it.

	Luke gives the tree a long look, then shakes his head
	Òno.Ó  Yoda shrugs.  Luke wades across the water and
	steps into the darkness of the cave.

341	INT TREE CAVE - DAGOBAH					341

	Luke moves into almost total darkness.  It's wet and
	slimy.  The young Jedi can barely make out the edge of
	the passage.  Suddenly, he is enveloped by a thick
	spider web-like membrane.  He thrashes to clear himself
	and cuts through it with his laser sword.  When he is
	free of it, he holds the saber out before him.  Five
	inches from his face, a beetle the size of Luke's hand
	scurries up the wall to join its mates.  Luke draws 
	back only a moment, then pushes deeper into the cave.

	The space widens around him, but he can feel that rather
	than see it. His sword casts the only light.  Luke
	peers into the darkness.  It has become very quiet here.
	There is a long, long beat.

	A loud HISS!  Darth Vader appears across the blackness,
	illuminated by his just-ignited laser sword.  Immediately,
	he charges Luke, saber before him.  He is upon him in
	seconds, but Luke sidesteps perfectly and slashes at
	Vader with his sword.

	Vader is decapitated.  His head and helmet fly from his
	shoulders as his body disappears into the darkness.
	The metallic BANGING of the helmet fills the cave as
	Vader's head spins and bounces, smashes on the floor 
	and stops.  For one instant it sits whole on the floor.
	Then it cracks vertically.  The black helmet and breath
	mask fall away to reveal ... Luke's head.

	Across the space, the standing Luke gasps at the sight,
	wide-eyed in terror.

	The decapitated head fades away, as in a vision.

342	EXT OUTSIDE THE TREE - DUSK					342

	Yoda sits on the root, calmly chewing on his Gimer
	Stick.

343	EXT MILLENNIUM FALCON - BESPIN SYSTEM				343

	FULL SHOT - The powerful pirate starship over camera
	as it heads toward the soft pink planet of Bespin.
	Planet is about 25 per cent of frame - moons.

344	EXT MILLENNIUM FALCON - BESPIN SURFACE			344

	FULL SHOT, TRUCKING - Bespin's surface.  It is dawn
	on the gaseous planet.  Huge billowing clouds form
	a canyon as the ship banks around them and past camera.

345	EXT MILLENNIUM FALCON - TWIN CARS - CLOUDS - BESPIN	345

	TRUCKING, FULL SHOT of Falcon moving right to left in
	distance as a twin pod cloud car races over camera and
	toward the Falcon.

346	EXT MILLENNIUM FALCON - TWIN CAR - CLOUD CITY - BESPIN    346

	FULL SHOT, TRUCKING with the Falcon coming to camera as
	the cloud car banks in from the right and pulls along
	side on the left.  Falcon slowly gains on camera and
	goes overhead.

347	INT COCKPIT - MILLENNIUM FALCON - CLOUDS - BESPIN	347
	SIDE ANGLE

	INT SIDE VIEW from Falcon cockpit of clouds and cloud
	car outside, clouds move left to right.  Wookiee in
	foreground.  FLAK rocks ships.  Chewie barks his
	concern.

					HAN (O.S.)
		No ... I do not have a landing
		permit ... my registration is
		... (static) ...

348	INT COCKPIT - MILLENNIUM FALCON - CLOUDS - BESPIN	348

	Flak bursts outside the cockpit window and rattles the
	ship's interior.  Leia looks worried.

					INTERCOM 9.S. Voice)
		Standing by ... any aggressive move
		will bring about your destruction.

					THREEPIO
		Rather touchy, aren't they.

					LEIA
		I thought you knew this person.

					HAN
		Well, it's been awhile.

					CHEWIE
		Barks and growls at his boss.

					HAN
		That was a long time ago.  I'm
		sure he's forgotten all about it,
		and so should you.

					INTERCOM (O.S.)
		Permission granted to land on
		platform 327 ... any deviation
		of flight pattern will bring
		about your ...

	Han snaps off intercom.  He is angry.  The giant
	Wookiee turns to Han and grunts.  Han turns to the
	worried Princess and her droid.

					HAN
		He'll help us ... We go way back ...
		really.  Don't worry.

	Leia doesn't look convinced.

					LEIA
		Who's worried?

349	EXT MILLENNIUM FALCON - CLOUD CAR - CLOUD CITY		349

	FULL SHOT - Camera moves through clouds to reveal the
	city in a long shot.  We see the ball at the bottom
	as it bobs in and out of the cloud surface.  The cloud
	car and the Falcon pass over camera and head for the
	city.

350	EXT MILLENNIUM FALCON - CLOUD CAR - CLOUD CITY -		350
	PANNING SHOT

	FULL SHOT - Ships come to camera, PAN as they pass
	on left to closer view of city as ships grow small.

351	EXT LANDING PLATFORM - MILLENNIUM FALCON - CITY		351

	HIGH ANGLE - With cloud car near camera and Falcon
	dives into the distance, landing on one of the tiny
	city platforms.  Several ships in background.

352	INT CORRIDOR - CLOUD CITY - DAY - BESPIN			352

	LANDO CALRISSIAN, a suave, dashing black man in his
	thirties leads a group of aides and bodyguards toward
	the landing platform.  The group, like the other
	citizens of the city, is a motley collection of aliens,
	blacks, humanoids, whites and Orientals.  Lando has a
	grim expression on his face as he exits onto the 
	landing platform.

353	EXT LANDING PLATFORM - DOOR OF MILLENNIUM FALCON -	353
	CLOUD CITY - BESPIN

	Han and Leia stand at the open door, armed.  Behind
	them stands Chewie, also armed.  They survey the scene
	warily.  A dawn wind whips at Lando and his troops as
	they march across the narrow bridge leading to the 
	landing platform.

					LEIA
			(to Han, low)
		I don't like this.

					HAN
			(uncertain)
		It'll be all right.  Trust me.
			(pause)
		And keep your eyes open.  You
		wait here.

	Han walks down the ramp, followed by Chewie.  Lando
	has a pleased, proprietory look on his face as he
	gazes at the ship, which fades to a neutral look as
	he stops ten feet from Han.  The two men eye each
	other carefully.  Lando just shakes his head.

					LANDO
		Why you slimy, double-crossing
		no-good swindler ... am I glad
		to see you.

					HAN
			(skeptical)
		No hard feelings?

					LANDO
		Are you kidding?

					HAN
		I always said you were a gentleman.

					LANDO
		I'll bet.

	The two old friends embrace, laughing and chuckling.

					LANDO
		How you doing, Chewbacca?  Still
		wasting your time with this clown,
		eh?

					CHEWIE
		Growls a reserved greeting.

					LANDO
			(not understanding)
		Right.

	Leia starts down the ramp, followed by Threepio.
	Lando glances up at her and does a slow take.

					LANDO
		Hello!  What have we here?  Welcome,
		I am Baron Lando Calrissian,
		Administrator of this facility ...
		and who might you be?

					LEIA
		You may call me Leia.

	Lando bows before Leia and kisses her hand.

					THREEPIO
		And I am See-Threepio, human-cyborg
		relations, at your ...

	Before Threepio can finish his introduction, Han has
	put his arm around Lando and steered away from Leia,
	back toward the city.

					HAN
		She's traveling with me, Lando
		and I don't intend to gamble her 
		away, so you might as well forget
		she exists.

	Lando glances longingly over his shoulder at Leia who
	is following behind the two old friends.

					LANDO
		That won't be easy, my friend ...
		What brings you here, anyway?

					HAN
		Repairs ...

					LANDO
			(mock panic)
		What have you done to my ship?

	Han smiles, explains over his shoulder to Leia.

					HAN
		Lando used to own the Falcon.  And
		he sometimes forgets that he lost
		it fair and square.

	Lando concedes this with a little gesture, speaks to
	Leia.

					LANDO
		That ship saved my life a few
		times.  It's the fastest hunk of
		machinery in the galaxy.
			(to Han)
		What's wrong with her?

					HAN
		Hyperdrive.

					LANDO
		I'll have my people get to work
		on it right away.  Hate the thought
		of the Millennium Falcon without
		her heart.

354	INT CORRIDOR - CLOUD CITY					354

	The group has crossed the narrow bridge and entered
	the city.  They walk down the lovely art-deco passageway,
	rounding several corners and passing many small plazas
	as they go.  Threepio legs a bit behind.

					HAN
		How's your mining operation going?

					LANDO
		Not as well as I'd like.  We're
		a small outpost and not very self-
		sufficient.  I've had supply
		problems of every kind and ...
			(catches Han grinning at him)
		What's so funny?

					HAN
		Nothing.  I never would have
		guessed that underneath that
		wild schemer I knew was a respon-
		sible leader and businessman ...
		But you wear it well.

	Lando is reflective, he looks at Han a moment.

					LANDO
		Seeing you sure brings back a
		few things ...
			(shakes his head)
		Yeah, I'm responsible these days.
		It's the price of success.  And
		you know what, Han, you were
		right all along.  It's over-rated.

	Han and Lando laugh together.  As the lagging Threepio
	passes a doorway, he hears the muffled beeping and
	whistling of an R-2 unit.

355	INT SIDE CORRIDOR - CLOUD CITY					355

	Threepio enters the off-shoot corridor.

					THREEPIO
		Oh, an R-2 unit, I'd almost
		forgotten what they sound like ...

	As Threepio is about to reach another doorway, the door
	to the main passage closes behind him.  He looks into
	the room.

					THREEPIO
		Oh my! ... Those look like ...

	A laserbolt to Threepio's chest sends him flying in 
	twenty directions.  Smoldering mechanical arms and
	legs bounce off the walls.

356	INT CORRIDOR - CLOUD CITY					356   

	Lando, Han and Leia continue down the corridor unaware
	of Threepio's demise.  Chewbacca glances around, sniffs
	the air, but shrugs his shoulders and follows the
	group.

357	EXT YODA'S BOG (MONTAGE)				357

	Again Yoda sits on the high branch with Luke's laser
	sword clasped in his webbed feet.  Far below, Luke
	sets, then jumps.  This time he not only grabs the
	sword but soars an extra couple feet, high enough to
	flash a quick grin at Yoda, eye to eye.

358	EXT YODA'S BOG (MONTAGE)				358

	Luke is standing on one hand again, with Yoda perched
	up on his feet.  But now Luke's face shows less strain,
	more concentration.  Suddenly, Luke holds his four
	fingers off the ground.  He is balancing on his thumb.

359	EXT BOG - SWAMP - DUSK - DAGOBAH					359

	Artoo is busy washing down the X wing fighter.  A
	powerful stream of water sprays from a nozzle in the
	droid's side, while a hose from his other side trails
	off into the watery swamp.  Luke and Yoda are sitting
	in the camp facing each other.  The young warrior's 
	eyes are closed.

					YODA
		Be calm.  Through The Force, things
		you will see: other places, other
		thoughts, the future, the past,
		old friends long gone.

					BEN'S VOICE
		How's the boy doing?

					YODA
		A most gifted apprentice ... if
		concentrate he would!

	Luke turns to see the image of Ben fade away.

					LUKE
		Ben?  Ben?

					YODA
		Free your mind and return he will.

					LUKE
		My mind fills with so many images.

					YODA
		Control, control you must learn
		of what you see.  Not easy, not
		fast.

					LUKE
		I see a city in the clouds.

					YODA
		Bespin.  I see it too ... Friends
		you have there, heh?  Concentrate
		and see them you will.

					LUKE
		I see them! ... They're in pain ...
		they're suffering.

					YODA
		It is the future you see.

	As Luke moans, Artoo stops his work and rushes over to
	his master and starts beeping angrily at Yoda, crowding
	him.

					LUKE
		Will they die?

					YODA
		Difficult to see.  Always in
		motion is the future ... Back
		away, little machine!

	Yoda lifts his hand towards the pushing droid and
	Artoo lets out a quick shriek of shock and moves away,
	mumbling and looking back at Yoda.  Luke has started
	to gather up his things.

					LUKE
		They're my friends.

					YODA
		Foreknowledge is helpful, but
		painful sometimes and dangerous
		too.  You have far to go in your 
		training.

	Luke is stopped cold by Yoda's words.  Gloom shrouds
	him as he plops down and Artoo comes over to comfort 
	him.

359X	INT JUNK ROOM - CLOUD CITY - BESPIN				359X

	A room piled high with broken or discarded parts.
	Chewie is poking around ... seems to find a piece that
	pleases him ... tosses another part away.  Moves around
	a large piece, which partially obscures him - he lets 
	out a savage growl at what he sees.

360	INT LIVING QUARTERS - CLOUD CITY - DAY - BESPIN		360

	Sunlight pours through the skylight in a large art-deco
	living area onto which four apartments open.  Han
	slouches in a lounge chair with his feet on a table.
	He aims his blaster at a glow globe and makes a firing
	sound with his tongue.  He turns to see Leia standing
	in the doorway to her apartment.

	Han is knocked out by the sight.  He holsters his
	blaster distractedly as he ogles the radiant Leia.  She
	has changed from her cold weather pants and jacket to a
	lovely dress.  Her hair is up, tied with ribbons.

					LEIA
		What are you staring at?

					HAN
			(ga-ga)
		Who's staring?

					LEIA
		You look silly.

					HAN
		You look great.

					LEIA
			(embarrassed)
		Has Threepio turned up yet?

					HAN
		Huh?  Oh.  Your droid's been gone
		too long just to be lost.  He may
		have gotten into some trouble.
		Chewie went to look for him.
			(he pats a spot on his lounge)
		Come over here.  I want to check
		this out.

	Leia thinks it over a moment, then walks over and
	settles next to Han, who's overjoyed with her apparent
	pliancy.  he's about to envelop her when she throws on
	the ice water ...

					LEIA
		I hope Luke made it to the fleet
		all right.

					HAN
		Luke!  I'm sure he's fine.  Probably
		sitting around wondering what we're
		doing right now.

	Han puts his arm around her.  They are ready to kiss.
	The door zaps open.  Chewbacca walks in carrying a
	packing case of Threepio, arms and legs hanging
	over the edge.  He drops the box on the table.

					CHEWIE
		Barks at his master.

					LEIA
		What happened?

					HAN
		He found him in a junk pile ...

					LEIA
		Something's wrong here.  Your
		friend Lando is very charming,
		but I don't trust him.

					HAN
		Well, I do trust him.  Lando's
		an old friend.  Must have been
		an accident.

					LEIA
		Chewie, do you think you can repair
		him?

	The giant Wookiee has been studying the array of robot
	parts.  He looks at the Princess.

					CHEWIE
		Howls and shrugs his shoulders.

					HAN
		Why don't we just turn him over 
		to Lando to fix?

					LEIA
		No thanks.

					HAN
		Look, sweetheart, I'm not going
		to have you accusing my friend of ...

	There is a BUZZ and the door slides open revealing
	Lando and a pair of body guards.

					LANDO
		Sorry, am I interrupting anything?

					LEIA
		Not really.

					LANDO
		I must say, your beauty is unpar-
		alleled.  Truly you belong here
		with us among the clouds.

					LEIA
			(icy)
		Thanks.

					LANDO
		Would you care to join me for a
		little refreshment?

	Han looks at Lando suspiciously.

					CHEWIE
		Barks at the mention of food.
		Licks his lips.

					LANDO
		Everyone's invited, of course.

	Leia takes Lando's proffered arm and the group turns
	to go.  Lando spots Threepio's remains.

					LANDO
		Having problems with you droid?

	Han and Leia exchange a quick glance.

					HAN
		An accident.  Nothing we can't
		handle.

	The door slides closed behind them, leaving the battered
	droid on the table.

361	INT CORRIDOR - CLOUD CITY - DAY				361

	Leia walks between Han and Lando as Chewie and the two
	bodyguards follow a short distance behind.  Long shafts
	of light pour across the corridor between tall columns.

					LANDO
		.... We are a free station and do
		not fall under the jurisdiction
		of the Empire.

					LEIA
		You're part of the mining guild
		then?

					LANDO
		Not actually .... Our operation
		is small enough not to be noticed,
		so you might say we're enterprisers.
		Most of our trade is, well ...
		unofficial.

362	EXT VERANDA - CLOUD CITY - DAY					362

	The corridor opens onto a veranda which overlooks the
	spiraled top of the city.

	City Plaza - as Lando and group pass.  City in back-
	ground with several cloud cars flying around.

					LEIA
		It's a lovely outpost.

					LANDO
		Yes, we keep pollution down by 
		having the power reactor far below
		the city.  It's connected by a
		transfer shaft.

363	INT CORRIDOR - CLOUD CITY - DAY				363

	They re-enter the corridor and head for a huge doorway
	at the far end.  Chewie begins to sniff something.

					CHEWIE
		Barks at Han.

					HAN
		Not now, Chewie.  Lando, aren't
		you afraid the Empire might
		discover this little operation
		and shut you down?

					LANDO
		That's always been the danger.
		It's loomed like a shadow over
		everything we've built here.  But
		circumstances have developed
		which will insure security.  You
		see, I've just made a deal that
		will keep the Empire out of here
		forever ...

364	INT DINING ROOM - CLOUD CITY - DAY			364

	The mighty doors to the dining room slide open and
	the group enters the elegant room.  At the far end of
	a huge banquet table sits, Darth Vader.  At his side
	and slightly behind him is standing Boba Fett, the
	bounty hunter.  Han gives Lando a mean look.

					LANDO
		Sorry friend, I had no choice.
		They arrived right before you
		did.

					HAN
		I'm sorry too.

	Faster than the wink of an eye, Han has drawn his
	blaster and popped off a couple of quick shots directly
	at Vader.  The Dark Lord quickly raises his hand,
	deflecting the bolts into one of the side walls, where
	they explode harmlessly.  Just as quickly, Han's weapon
	zips out of his grip and mysteriously flies across the
	room into Vader's hand.  The evil presence calmly places
	the gun on the table in front of him.

					VADER
		I'm glad you could join us.  have
		some nourishment, for it will
		be your last meal.

365	EXT YODA'S BOG (MONTAGE) - DAGOBAH			365

	In the bog clearing, Yoda watches as Luke stares at two
	equipment cases from the supplies of his fighter.
	Artoo watches from nearby.  Now the two cases lift into
	the air and exchange places.  Luke smiles to himself
	feeling strong and playful.  Now he lifts the two
	equipment cases again, plus a bewildered, beeping Artoo,
	who is roughly the same size.

366	EXT YODA'S HOUSE (MONTAGE) - DAGOBAH			366

	Luke is squatting before Yoda's little stove, working
	over a chaos of steaming pots, chopping, stirring and
	sprinkling in a manner strongly reminiscent of Yoda,
	who, by the way, is not around.  Suddenly a painful
	vision fills Luke's mind; he winces and stops his
	cooking for a few moments.  It passes away, Luke shakes
	it off and goes back to his cooking.  After a few long
	beats, behind Luke's back and unseen by him, three of
	Yoda's glowing-ball seekers float quietly into view.
	They pause, then race toward Luke firing stun bolts.
	The young Jedi instantly twists to face them, deflect-
	ing all the bolts with the pot lid in his left hand and
	the spoon in his right.

367	EXT YODA'S HOUSE - DUSK - DAGOBAH				367

	It is almost dark ... in the woods a tiny light moves
	towards us ... finally we see it is Artoo ... he stops
	within sight of Yoda's house.  A warm light pours out
	of the house illuminating Luke who is asleep on the
	ground.  A blanket lies half-off Luke; Artoo carefully
	pulls it up to fully cover Luke.  As Artoo moves away
	Luke begins reacting to a nightmare.  He moans ...
	opens his eyes wide and sits up.  Yoda comes to the 
	doorway and looks out.

					LUKE
			(to Yoda)
		I can't keep the vision out of
		my head ... My friends ... they're
		in trouble ... I feel that ...

	Suddenly the shimmering image of Ben Kenobi appears
	before Luke.

					BEN
		... Luke, you must not go.

					LUKE
		But Han and Leia will surely die.

					BEN
		You don't know that.  Even I
		cannot see their fate.

					LUKE
		I can help them!

					BEN
		You're not ready yet.  You still
		have much to learn.

					LUKE
		I feel The Force.

					BEN
		But you cannot control it.  This
		is a dangerous time for you, Luke.
		You are now most susceptible to
		the temptations of the dark side.

					YODA
		Yes, yes.  To Obi-wan you listen
		young one.  The tree.  Remember 
		your failure at the tree!  Heh?

					LUKE
		I've learned so much since then.  And
		I'll return to finish ... I promise
		that, master.

					BEN
		Will you?  You underestimate The
		Emperor.  It is you he wants ... that
		is why your friends suffer.

					LUKE
		And that is why I must go.

					BEN
		Luke, I will not lose you to the 
		Emperor, as I lost Vader.

					LUKE
		You won't.

					BEN
		Only a fully trained Jedi Knight,
		with The Force as his ally, will
		conquer Vader and his Emperor.
		If you end your training now, if
		you choose the quick and easy path
		... as Vader did ... you will
		become an agent of evil ... and
		the galaxy will be plunged deeper
		into the abyss of hate, despair
		and pain that you feel your friends
		suffering now.

					YODA
		Stopped they must be.  Do you
		hear?  On this all depends.

					BEN
		You are the last Jedi, Luke.  You
		are our only hope.  Be patient.

					LUKE
		And sacrifice Han and Leia?

					YODA
		If it must be.  Yes.

	Luke is in great anguish.  He struggles with the
	dilemma, a battle raging in his head.  But then
	there is a clearing in his expression, a choice
	made.

					LUKE
		I cannot.  Ben, I must go.  Now
		that I can see their suffering,
		I must help ...

	Luke looks for a long moment at Ben and Yoda.  Then
	he turns and starts toward his ship followed by his 
	faithful droid.  Yoda looks at Ben with a certain
	irritation, but Ben is focusing on Luke.  The old
	man's expression is resigned.

367X	EXT X WING FIGHTER - EDGE OF WATER - DUSK - DAGOBAH	367X

	The fighter's lights come on.  Luke is in the process
	of hoisting a heavy case into the belly of the ship by
	a cable.  Artoo is on top of the ship settling down
	into his place.  Luke stops what he is doing as Ben
	appears.  Yoda steps into the light.

					BEN
		I cannot protect you, Luke.  If
		you choose to face Vader, you 
		will do it alone.  Once you've 
		made this decision, I cannot
		interfere.

	Artoo unfastens power couplings on the ship.

					LUKE
		I understand.
			(to Yoda)
		I'll be back, Master Yoda.  I
		will finish what I have begun
		I give you my word.  Artoo, fire
		up the power converters.

					ARTOO
		Whistles a happy reply.

					BEN
		Luke, use The Force only for
		knowledge and for defense, not
		as a weapon.  Don't give in to
		hate or anger or fear ... they
		lead the way to the dark side ...
	Luke nods and climbs back into his ship.

					YODA
		Strong is Vader.  Clouded is
		your fate.  Mind what you have 
		learned ... Notice everything,
		everything!  It can save you.

					LUKE
		I will, master, I will!

	Artoo closes the cockpit.  Ben and Yoda stand watching
	as the roar of the engines and the wind engulfs them.

					YODA
		Told you, I did.  Reckless is he
		... Now things are going to worse.

					BEN
		The boy is our last hope.

					YODA
		No ... there is another.

368	EXT PLANET DAGOBAH - SPACE				368

	FULL SHOT - Luke's tiny X wing rockets to camera, left
	to right, away from the green planet of Dagobah.

369	EXT LUKE'S X WING - SPACE					369

	FULL SHOT - X wing, over camera and into space.

370	INT LARGE CELL - CLOUD CITY - BESPIN			370

	Chewie, huffing and puffing, paces the cell in anger.
	He puts his ear to the wall, hears nothing and goes 
	back to an area where there are four beds.  A dis-
	assembled Threepio rests on one of the beds.  The
	Wookiee picks up the golden droid's head and meditates
	on it a few moments.

					CHEWIE
		Barks a few remarks of a philoso-
		phical nature.

	Chewie sticks the robot's head on its torso and starts
	adjusting wires and circuits.  Suddenly, the lights in
	Threepio's eyes spark to life as Chewie touches two
	connectors together.  Threepio immediately begins to
	speak, but his voice is so slow and so low as to be
	unintelligible.

					THREEPIO
		Immmm-peer-eee-alll-storrr-mmmm-
		trooo ...

	Chewie looks at Threepio in bewilderment, then scratches
	his furry head, gets and idea and adjusts some connections.
	Threepio immediately begins speaking normally.

					THREEPIO
		Stormtroopers!  Help!  Oh, my
		head ... Where am I?

	Chewie barks with glee at the robot's return to life.

					THREEPIO
		Chewbacca!  Watch out, there are
		Imperial Stormtroopers hidden in
		... Oh no, I've been shot!

371	INT PRISON AREA - CLOUD CITY				371

	The door to another cell slides open and the muffled
	yells of Han Solo become sharp, piercing screams of
	agony and pain.  Darth Vader exits the cell and is
	approached by Lando, Lando's aide, and Boba Fett.

					VADER
		Bounty hunter, if you are waiting
		for your reward, you will wait
		until I have Skywalker.

					BOBA
			(a very tough customer)
		I am in no hurry, Lord Vader.  My
		concern is that Captain Solo not
		be damaged.  The reward from
		Jabba the Hutt pays double if
		he's alive.

					VADER
		His pain is considerable, bounty
		hunter, but he will not be harmed.

					LANDO
		What about Leia and the Wookiee?

					VADER
		You will find them well enough.
		But they must never again leave
		this city.

					LANDO
		That was never mentioned.  Neither
		was this bounty hunter taking Han.
		I hope you haven't forgotten our
		bargain.

					VADER
		I forget nothing, Calrissian.
		Perhaps you think you're being
		treated unfairly.

					LANDO
			(glances at his aide)
		No.

					VADER
		Good.  It would be most unfortunate
		if I had to leave a permanent
		garrison here.

	Vader turns and sweeps into the elevator with Boba Fett.
	Lando turns with his aide and walks swiftly down another
	corridor.

					LANDO
		This deal's getting worse all
		the time.

					AIDE
		Maybe you should have argued with
		him.

	Lando gives his aide a look that speaks volumes, then
	walks a few steps in silence, thinking.

					LANDO
			(finally)
		I've got a bad feeling about this.

372	INT LARGE CELL							372

	Chewie now has a little more of Threepio back together.
	One arm is connected, but his legs have yet to be
	attached.  There is one small problem, however; it
	appears the Wookiee has managed to put the droid's
	head on backwards.

					THREEPIO
		Well, something's not right because
		now I can't see.
			(Chewie barks and
				adjusts a wire)
		There now, that's better, wait ...
		Oh, my.  What have you done?  I'm
		backwards!  You flea-bitten furball!
		Only an overgrown mophead like you
		would be stupid enough to put my
		head ...

	Threepio is cut off in mid-sentence as Chewie deactivates
	a circuit and the droid shuts down.  The Wookiee smells
	something and sits up.  The door to the chamber slides
	open and a ragged Han Solo is helped into the room by
	two Stormtroopers.  The huge Wookiee gives him a
	hug as the Stormtroopers leave.  Han is very pale,
	with dark circles under his eyes.

					CHEWIE
		Barks his concern.

					HAN
		No, I'm alright.  I'm alright.

	Chewie BARKS again as the door slides open revealing
	Leia.  She looks a little worse for war also.  The
	troopers shove her into the cell, and the door slides
	closed.  Chewie helps her up and over to Han.  The
	two lovers embrace, kiss.

					HAN
		I was worried about you.

					LEIA
		I'm worried about all of us.  I
		can't figure out what they're up
		to.

					HAN
		Me either.  They had me howling
		on the scan grid, but they never
		asked me any questions.

	The cell door slides open.  Lando and two Bespin troops
	enter.

					HAN
		Get out of here, Lando!

					LANDO
		Shut up a minute and listen.  I'm
		doing what I can to make this
		easier for you.

					HAN
		This ought to be good.

					LANDO
		Vader agreed to turn Leia and
		Chewie over to me.  They'll have
		to stay here, but at least they'll
		be safe.

					LEIA
		What about Han?

					LANDO
			(to Han)
		I didn't know you had a price on
		your head.  Vader has given you
		to the bounty hunter.

	Leia looks with concern to Han.

					HAN
		You don't know much about much if
		you think Vader won't want us dead
		before this is over.

					LANDO
		He doesn't want you at all.  He's
		after someone named Skywalker.

					HAN
		Luke?  I don't get it.

	Leia's mind is racing.

					LANDO
		Lord Vader has set a trap for
		him and ...

					LEIA
		... we're the bait.

					HAN
		All this just to get the kid?
		What's so important about him?

					LANDO
		Don't ask me, but he's on his 
		way.

					LEIA
		Luke's coming here?

	Lando nods.  Han's rage peaks.

					HAN
		You fixed us all pretty good ...
			(spits it out)
		... friend!

	Han hauls off and punches Lando.  The two friends are
	instantly engaged in a frantic close quarters fight.
	The guards hit Han with their rifle butts and he flies
	across the room.  Chewie GROWLS and starts for the
	guards.  They point their laser weapons at the Giant
	Wookiee, but Lando stops them.

					LANDO
		Don't shoot!  I've done what I
		can for you.  I'm sorry it's not
		better, but I've got my own
		problems.
			(turns to leave)
		I've already stuck my neck out
		further than I should ...

					HAN
		Yeah, you're a real hero.

	Lando and the guards leave.  Han wipes the blood from 
	his chin as Leia and Chewie help him onto one of the
	bunks.

					LEIA
			(dabs at his wound)
		You certainly have a way with people.

373	EXT LUKE'S X WING - SPACE - BESPIN SYSTEM		373

	FULL SHOT - X wing, past camera toward Bespin in the 
	distance.

374	INT COCKPIT LUKE'S X WING - SPACE - BESPIN SYSTEM	374

	Luke is grim-faced as he pilots his course to Bespin.
	Artoo beeps and whistles to Luke which reads out on
	the scope.

					LUKE
		Yes, I'm sure Threepio is with them.
			(Artoo whistles excitedly)
		Just hold on, we'll be there soon.

375	EXT LUKE'S X WING - BESPIN SYSTEM - ARTOO - SPACE	375

	CLOSE-UP side R-2, stars left to right.

376	INT CARBON-FREEZING CHAMBER - CLOUD CITY - BESPIN	376

	Armor-suited Stormtroopers rush about the large chamber,
	which is filled with pipes and chemical tanks.  In the
	middle of the room is a square pit housing a hydraulic
	platform.  Darth Vader and Lando stand near the platform.

					VADER
		The facility is crude, but it
		should suit our needs.

	An Aide appears.

					AIDE
		We have a ship approaching of
		the X wing class.

					VADER
		Good.  Monitor Skywalker's
		progress and allow him to land.
		We'll have the chamber ready 
		for him shortly.

					LANDO
		We only use this chamber for
		carbon freezing.  If you put him
		in there, it'll kill him.

					VADER
		I think not.  But I don't wish
		my prize to be damaged.  We'll 
		test it first.
			(to a Stormtrooper)
		Bring in Captain Solo.

	Lando's face registers his dismay.

377	EXT LUKE'S X WING - CLOUD CITY - SPACE			377

	FULL SHOT - X wing, through clouds, side-trucking PAN
	as ship approaches city.

378	INT COCKPIT LUKE'S X WING - BESPIN SYSTEM - SPACE	378

	Luke scans his display panels with concern.

					LUKE
			(to Artoo)
		You haven't picked up any patrol
		ships?

					ARTOO
		Beeps a ÒnegativeÓ which prints 
		out on a panel.

379	INT CARBON-FREEZING CHAMBER - CLOUD CITY - BESPIN	379

	With Boba Fett in the lead, a squad of Stormtroopers
	bring in Han, Leia and Chewie.  Strapped to Chewie's
	back, with only his head, torso and one arm assembled
	is Threepio.  Threepio's head faces the opposite
	direction from Chewie's and the droid is constantly
	twisting around in a vain effort to see what's
	happening.  His one attached arm is animate and
	expressive, intermittently pointing, gesturing and
	covering his eyes.  The remaining pieces of his body
	are roughly bundled
		to the Wookiee's back.  His legs and other arm
	stick out at odd angles from the pack.

	Vader turns to Boba Fett.

					VADER
		I'll make your goods easier for
		you to transport.  Put Captain
		Solo in the zero-cold chamber.

					BOBA
		But the chamber is for power
		goods.  What if he doesn't survive?
		This slime is worth a lot to me ...

					VADER
		The Empire will pay for the loss.
		Bring him forward!

					LEIA
		No!

	Chewie lets out a wild HOWL and attacks the Stormtroopers
	surrounding Han.  Within seconds many Imperial reinforce-
	ments have joined the scuffle.  The giant Wookiee is
	clubbed with laser weapons.  From the instant of Chewie's
	first move, Threepio is screaming in panic while he tries
	to protect himself with his one arm ...

					THREEPIO
		Wait!  What are you doing? ...
		Oh, no ... Don't hit me!  No!  He
		doesn't mean it! ... Calm down,
		you hairy fool! ... Ouch!  I
		didn't do anything ...

	The Stormtroopers are about to bash Chewie in the face.

					HAN
		Chewie, no!  Stop it, Chewbacca!

	Han breaks away from his captors.  Vader nods to the 
	guards to let him go and the pirate breaks up the fight.

					THREEPIO
		Oh, yes ... stop, stop.  Thank
		heavens ...

	Han gives the Wookiee a stern look, then a big hug.

					HAN
		Save your strength for another
		time, Chewie, when the odds are
		better.

	Han winks at the Wookiee.

					CHEWIE
		Barks a doleful farewell.

					HAN
		I'm sure I'll see you again, too.
		Keep well.
			(turns to guard)
		You'd better chain him until it's
		over.

	In a flash the guards have slipped binders on Chewbacca,
	who is too distraught to protest.  Han gives his furry
	friend a final hug and turns to Princess Leia.  He takes
	her in his arms and she gives him a passionate kiss.

					LEIA
		... I love you.  I couldn't tell
		you before, but it's true.

					HAN
		... just remember that, Ôcause
		I'll be back ...

	He sheds his cocky smile and gives her a soft kiss on
	the forehead.  Tears roll down Leia's face as she
	watches the dashing pirate walk to the hydraulic platform.
	Lando, too, watches with anguish.

	Imperial guards position Han on the platform and quickly
	bind his arms and legs.  They step back.  Han looks one
	final time at his friends and suddenly the platform
	drops.  Han disappears into the steaming vat of sub-zero
	cold.  Chewie HOWLS.  Leia turns away in agony.  Lando
	winces in sorrow; it makes a life-changing impression
	on him.

	Instantly, a ladle of fiery liquid moves over the vat,
	tilts and pours, creating a shower of sparks and fluid
	as great as any steel furnace.  Chewie has half turned
	away from the sight, giving Threepio a view of the
	procedure.

					THREEPIO
		They're encasing him in carbonite.
		It's high quality alloy.  Much
		better than my own.  He should
		be quite well protected ... if
		he survived the freezing process.

	Chewie is in no mood for technical discussions; he
	gives the droid an angry glance.

	A huge mechanical tong lifts the metal encased space
	pirate out of the vat and places him before Vader, Boba
	Fett and Lando.  Technicians inspect the metal mummy
	with various electronic probes, drilling holes and
	attaching hoses.

					TECHNICIAN
		He's alive and in perfect hibernation.

					VADER
		He's all yours, bounty hunter.
		Reset the chamber for Skywalker.

					AIDE
		He's just landed, My Lord.

					VADER
		See to it that he finds his way
		here.

					LANDO
		I'll take what's mine now.

					VADER
		Take them, but I'm keeping a
		detachment of troops here to
		watch over them.

					LANDO
		That wasn't the bargain.  You
		said the Empire wouldn't interfere
		in--

					VADER
		I'm altering the bargain.  Pray
		I don't alter it any further.

	Lando's hand instinctively goes to his throat as he
	turns back to Leia, Chewie and Threepio.

380	INT CORRIDOR - CLOUD CITY					380

	Luke and Artoo move carefully down the deserted corridor.
	Luke stops as he hears a group of people coming down a
	side hallway.  Artoo lets out an excited series of beeps
	and whistles.  Luke glares at the tiny droid, who stops
	in his tracks with a feeble squeak.

	Boba Fett enters from a side hallway followed by two
	guards carrying the encased body of Han Solo and two
	Stormtroopers, who immediately start firing on the
	young warrior.  Luke draws his weapon and blasts the
	two stormtroopers before they can get off a second shot.
	The two guards whisk Han into another hallway as Boba
	lowers his arm and fires a deadly laser at Luke, which
	explodes to one side.

381	INT SIDE HALLWAY - CLOUD CITY - DAY				381

	By the time Luke reaches the side hallway, Boba, Han
	and the guards are gone.  A thick metal door blocks
	the passage.  Luke turns to see Leia, Chewie, Threepio,
	and Lando being herded away by several other Storm-
	troopers down a second hallway.

					LUKE
		Leia!

					LEIA
		Luke, no!  It's a trap.

	Before she can finish, the group turns a corner and
	is gone.  Luke races after them, leaving little Artoo
	trailing behind.

382	INT CARBON-FREEZING CHAMBER - CLOUD CITY - BESPIN	382

	Luke runs into the zero-cold chamber and stops for a
	second to get his bearings.  Leia and the others are
	nowhere in sight.  Behind Luke, Artoo is whistling
	down the corridor to the chamber when a giant metal
	door comes slamming down with a loud CLANG (seemingly
	on top of the stubby droid), cutting off Luke's exit.
	Several more doors CLANG shut, echoing through the
	chamber.

383	INT HALLWAY LEADING TO CHAMBER - CLOUD CITY - BESPIN	383

	Artoo is standing with his nose up against the giant
	metal door.  He whistles a long sigh of relief and,
	a little dazed, wanders off in the other direction.

384	INT CARBON-FREEZING CHAMBER - CLOUD CITY - BESPIN	384

	Luke searches the complex chamber for any sign of an
	enemy.  There is nothing.  He walks forward toward the
	hydraulic platform, then stops, holstering his gun.

					LUKE
		I know you're with me, Lord Vader,
		I can feel your presence.  Show
		yourself, or do you fear me?

	Vader steps into view behind Luke.  the young Jedi
	turns instantly to face his opponent.

					VADER
		The Force is with you young Skywalker,
		but you are not a Jedi yet.

385	INT CORRIDOR - CLOUD CITY - BESPIN - DAY			385

	Leia, Lando, Chewie and Threepio march along between
	four Stormtroopers.  They reach an intersection where
	a dozen of Lando's guards are standing at attention.
	Lando stops before the sergeant of the guard.

					LANDO
		Code force seven.

	The guards immediately aim their weapons at the startled
	Stormtroopers.  The sergeant takes the Stormtroopers
	weapons from them, handing one to Lando, the others to
	Chewie and Leia.  They release Chewie's binders.

					LANDO
		Hold them in the north tower.
		Quietly!  No one must know.

	Lando's guards march the Stormtroopers away.

					LEIA
		What's going on?

					LANDO
		I'm coming over to your side,
		that's what.  And I have a feeling
		I'm making a big mistake.

					LEIA
		And when do you betray us again?

	Lando has to take another look at this broad.  She
	doesn't seem very appreciative.

					LANDO
		Look, I stand to lose everything
		by this.

					LEIA
		We have no use for your kind.

					LANDO
		This is no time to be choosy,
		honey.  What do you say we debate
		this later?  There's still a
		chance I can get you out of here.

					CHEWIE
		Barks a blue streak.

					LANDO
		What's wrong with him?

					THREEPIO
			(Very worried)
		Oh my.  Oh no.  He's not interested
		in escape.  He wants to go after
		Captain Solo .... Artoo!!

	In the distance, down a long hallway in the direction
	that Threepio is facing, a familiar whistling can be 
	heard.  Artoo appears and zips up toward the group.
	Chewie turns to see the stubby droid, causing Threepio
	to be spun away from his little friend.

					THREEPIO
		Wait!  Where'd he go?  Turn
		around, you woolly ... Ah, Artoo!

	Artoo has managed to get under Threepio.

					ARTOO
		Beeps a wild series of exclamations
		about his friend's condition.

					THREEPIO
		Don't ask.

					LEIA
		Chewie's right.  We must try to
		save Han.

					LANDO
			(thinking fast)
		There's not much chance, but the
		bounty hunter's ship is on the
		East Landing Platform.

	Lando leads the others quickly down a hall.

					ARTOO
		Beeps wildly.

					THREEPIO
		I'm afraid Lord Vader has Master
		Luke.  There's no hope of saving
		him.

386	INT CARBON-FREEZING CHAMBER - CLOUD CITY - BESPIN	386

	Vader ignites his powerful light saber.  Luke takes a
	step back and one foot rests on the cold chamber plat-
	form.  He lights his laser sword and sets himself to
	face the Dark Lord.

					VADER
		The fear does not reach you.  You
		have learned more than I anticipated.

					LUKE
		You'll find I'm full of surprises.

					VADER
		And I too.

	Vader brings his mighty sword down on Luke, who deftly
	blocks the attack, but moves another step back in the
	process.  He is now standing squarely on the hydraulic 
	platform.

					VADER
		Your future lies with us, Skywalker.
		Now you will embrace the dark side.
		Obi-wan knew this to be true.

					LUKE
		No!

					VADER
		There is much Obi-wan did not
		tell you.  Come, The Emperor will
		complete your training.

					LUKE
		I'll die first.

					VADER
		That won't be necessary.

	With that, there is a slight rumble and the hydraulic
	platform disappears into the vat of freezing steam,
	which rises to obscure Vader's vision.  He looks down
	into the steam.

					VADER
		All too easy.  Perhaps you are 
		not as strong as The Emperor
		thought.

					LUKE (OS)
		Time will tell.

	Vader looks up in surprise to see that Luke has leapt
	fifteen feet straight up and is now hanging from some
	of the hoses on the carbonite ladle.  Luke yanks one of
	the hoses loose and swings to safety on the far side of
	the platform.  Vader moves toward Luke with overwhelming
	menace, his laser sword flaring.

					VADER
		Your agility is impressive.  Let's
		see what other skills you've learned.

	A section of pipe tears loose from the wall and flies
	toward Luke.  Luke cuts it into five pieces, which
	bounce around the chamber.

					VADER
		I feel it now ... your fear, your
		anger.  Good.  Let The Force flow.
		Hate me.  I'm the one who destroyed
		your family.

	Cases, tools, bits of pipe begin to fly at Luke.  He
	cuts down or deflects them, but is driven back by their
	onslaught.

					VADER
		Attack.  Take your revenge.
		Destroy me.

	Luke looks around for a means of escape.  There is
	only one ... a round tunnel with pipes and conduit
	running through it.  He makes his way for it as Vader
	continues to hurtle objects at him.

					VADER
		There is no escape.  You will use
		the dark side of The Force ... or
		perish.  Let your hate flow and
		save yourself.

	Luke backs into the tunnel followed by Vader.

387	EXT BOBA'S SHIP - EAST LANDING PLATFORM		387

	Imperial Stormtroopers slide Han's encased body into
	an opening in the side of the bounty hunter's ship.
	Boba climbs aboard on a ladder next to the side opening.

					BOBA
		Seal it.

388	EXT EAST LANDING PLATFORM - SIDE BAY			388

	An elevator slides open and Lando, Leia and Chewbacca
	race for a large bay overlooking the East Landing
	Platform.

389	EXT EAST LANDING PLATFORM - CLOUD CITY			389

	FULL SHOT, INT EAST LANDING PLATFORM - Boba Fett's
	ship takes off against cloud sky at sunset.

390	EXT EAST LANDING PLATFORM - SIDE BAY			390

	Chewie HOWLS and starts firing at the ship.

					LANDO
		It's no use, they're out of range.

					THREEPIO
		Oh my, no!

	A laser bolt explodes near the Princess and everyone
	turns to see what Threepio has already spotted coming
	from the other direction:  a squad of Stormtroopers
	running toward them.  Artoo peeks out from the elevator.

					LANDO
		Come on, let's move!

	Leia and Chewbacca start firing at the troopers as
	Lando makes a break for the elevator.  Laser bolts
	continue to explode around the Princess and the Wookiee,
	but they refuse to budge.  Lando sticks his head out of
	the elevator and motions for the pair to run.  But they
	barely notice.  They seem possessed, transported, as
	all the frustration of captivity and anger of loss pour
	out through their death-dealing weapons.  Threepio,
	at the center of all this, is frantic.

					THREEPIO
		Artoo, help me!  How did I get
		into this? ... What a fate worse
		than death is to be strapped to
		the back of a Wookiee!

					LANDO
		Get in here!  Now!  Both of you,
		hurry up!

	Reluctantly, Leia and Chewbacca move through the rain
	of laserfire toward the elevator.  Once they're inside,
	the door slams shut and the Stormtroopers race forward.

391	INT ELEVATOR - CLOUD CITY - BESPIN			391

	Leia is out of breath as the levels slowly pass outside
	the translucent windows.  Lando watches the display panel.

					LANDO
		You're nuts!

					THREEPIO
		With all respect, I'm tempted to
		agree ...

					LEIA
		We should have stayed and finished
		them off.

					CHEWIE
		Barks his agreement.

					LANDO
		You two almost signed off out there.

					THREEPIO
		Three!  I count three of us ...

					LEIA
		I don't care.  It would've been
		worth it .... for Han.

					CHEWIE
		Barks his Òright on!Ó

					LANDO
		Very noble.  Not smart, but
		noble.

					LEIA
		You've probably never done an
		honorable thing in your life.

					LANDO
		Sure I did ... once.  It turned
		out lousy.

					LEIA
		What chance have we got in here?
		What are we going to do when they
		cut ...

	Suddenly, the elevator stops with a jolt and the main
	lights go out, leaving only the running lights.

					LEIA
		... the power?

					CHEWIE
		Howls.

					ARTOO
		Whistles.

392	INT REACTOR CONTROL STATION					392

	Vader's powerful thrust and parry continues as Luke is
	forced back into the cluttered control area of the
	monstrous reactor that powers the city.  Luke is
	obviously outmatched by the powerful Dark Lord of the
	Sith; he must struggle to avoid Vader's slashing sword.
	The laser weapon cuts through pipes and wires, causing
	steam, fluid and sparks to fly everywhere.

	Luke moves behind a tall storage case, which is neatly
	cut in two by one of Vader's blows.  Several electronic
	tools sitting on the control panel fly at Luke.  He
	manages to deflect the projectiles and, at the same
	time, hold off his awesome opponent.  But he is battered
	cut in several places, tired and somewhat dazed.  He
	stumbles and can't catch his breath.

					VADER
		You are beaten.  It is useless to
		resist.

	Luke lunges at Vader and attempts to put the Dark Lord
	on the defensive.  He succeeds in nicking the giant 
	warrior on the shoulder.  Vader reacts, but is quite 
	unhurt.

					VADER
		Don't let yourself be destroyed
		as Obi-wan did.

	Luke is breathing hard but the mention of Ben has a
	curious effect on him.  He stands motionless for a
	moment, thinking.  He closes his eyes.

					LUKE
			(to himself)
		Knowledge and defense.

	A calm comes over Luke, as Vader raises his sword and
	starts another attack.  Using The Force, Vader hurtles
	large objects at Luke, but the boy deflects them with
	the good side of The Force.

	Luke is backed up against a large round window.  It
	over-looks a narrow scaffold and, beyond, an awesome
	abyss that drops away to the glowing reactor many miles
	below.

					VADER
		You will join me, or you will
		join Obi-wan in death!

	A large tool case rises and speeds toward Luke.  He
	deflects it slightly, and it smashes through the
	window creating a massive rush of air.  The gust knocks
	Luke off balance and sends him flying out the window
	after the tool case.

393	INT ELEVATOR SHAFT						393

	Lando climbs into the dimly lit elevator shaft from a
	door in the top of the elevator.  There is no cable,
	but a great deal of mechanical and electronic gadgetry.
	Leia and Chewie can be seen inside the elevator looking
	at him.  Lando fiddles with several large braking
	devices and then starts banging one with his weapon.

					LEIA
		You'd better know what you're
		doing, or this is going to get
		very messy.

					LANDO
			(completely dumbfounded)
		Don't worry about a thing.  I'll
		get us going.

394	INT ELEVATOR							394

	Artoo has found a computer outlet in the side of the
	elevator control panel.  Beeping and whistling madly,
	he inserts his control arm in the socket.

					THREEPIO
		Artoo can release the brakes
		through the central controls.

	Lando pops his head in as a loud clanking echoes
	through the shaft.

					LANDO
		Then do it!  They're breaking in!

					ARTOO
		Beeps a snappy okay.

	With a jolt, the brakes release and the elevator
	rockets into oblivion.  Leia, Chewie and Threepio are
	smashed to the ceiling.

395	INT ELEVATOR SHAFT						395

	Elevator races away from camera with Lando hanging on
	the back.

					LANDO
		Reverse!  Stop it!  Stop!

396	INT ELEVATOR							396

	Artoo whistles madly, but the elevator doesn't stop.

					THREEPIO
		Oh my, he's lost contact.

397	INT ELEVATOR SHAFT						397

	Lando manages to hang on with one hand and fire his
	laser pistol at the huge brake with the other.  A
	direct hit and the brake snaps closed, stopping the
	elevator instantly with a loud, horrible SCREECH.

398	INT GANTRY OUTSIDE CONTROL ROOM - REACTOR SHAFT		398

	The shaft is noisy with wind.  Then, the wind stops
	and all that can be heard is the echoing footsteps of
	the Dark Lord.  A haggard Luke is dangling over the
	abyss, struggling to climb back on to the gantry
	before Vader arrives.  He still holds his light saber
	as he hoists himself back onto the metal walkway.

	Vader brings his sword down before Luke can stand, but
	the young Jedi manages to block the blow.  He scrambles
	backwards down the ramp, with Vader following, slashing
	at the youth.  In the distance, the muted roar of the
	wind blast can be heard getting ever closer, until the
	two warriors are engulfed in blast of wind that almost
	knocks them off the gantry.  Luke manages to stand in
	the wind and return Vader's powerful blows.  The two
	battle furiously along the gantry.  Vader cuts away
	part of the railing that Luke is holding.  Luke notices
	with awe as the railing is lifted by the wind.  He
	lets go and the metal floats away.

	The wind stops and the fighting becomes even more
	intense.  The deadly buzz of the laser swords rever-
	berates through the vast power shaft.  An alarm sounds
	and the public address system inside the control room
	crackles.

					ADDRESS SYSTEM
		Fugitives heading for transport
		Platform Southwest-One.  Secure
		all transport.

					VADER
		Your friends may escape, but you
		are doomed.

					LUKE
		Not yet.

	Luke slashes at Vader again, renewing the fight.
	Luke's sword whistles past Vader and the young warrior
	is thrown off balance, his guard down.  Vader's light
	saber flashes out with deadly skill and cuts Luke,
	almost forcing him over the edge.  He can barely stand.
	He wipes the tears from his eyes, but still can barely 
	focus on his massive opponent.

399	INT CORRIDOR LEADING TO LANDING PLATFORM - BESPIN	399 

	The Millennium Falcon can be seen for a moment before
	the main door leading to the landing platform slams
	shut.  Leia, Lando, Chewie and the droids round a corner.
	They duck into the alcove at the main door just as
	Stormtroopers arrive at both ends of the hall and start
	firing.  The band of rebels squeeze into the little
	alcove as a rain of laser bolts stream past and explode
	around them.  Chewie blasts away at the Stormtroopers.
	Leia punches buttons on the door's control panel.

					LEIA
		We've got to find Luke.

					LANDO
		His fate is sealed.  You'll be
		lucky to get out yourself.  All
		systems are on alert.  everything's
		locked.

					THREEPIO
		Artoo!  The control panel.  You
		can override the alert system.

	Threepio points to a computer socket on the control 
	panel.  Little Artoo beeps and scoots over to the 
	panel and sticks his computer arm into the socket.

					ARTOO
		A short beep turns into a wild
		scream!

	Artoo's circuits light up, his head spins around wildly
	and he begins to smoke.  Lando pulls him away.

					ARTOO
			(cooling away)
		Lets out a few wilted beeps.

					THREEPIO
		Well, next time you pay more
		attention.  I'm not supposed to
		know power sockets from computer
		feeds, I'm an interpreter ...

					LEIA
			(firing at the Stormtroopers)
		Anybody else got any ideas?

400	INT GANTRY OUTSIDE CONTROL ROOM - REACTOR SHAFT - BESPIN  400

	The guard rail has been cut to ribbons.  Luke has been
	driven to the edge of the jutting platform; he is
	ready to collapse under Vader's powerful blows.  A
	continual rain of sparks showers down on the young
	warrior from a severed power cable on the instrument
	stand.  The noise of clashing laser swords is now
	covered by the roar of wind working its way up the
	shaft.  Luke almost loses his balance and goes over the
	edge, but the wind props him up enough for him to
	regain his balance.  He attacks Vader again, with a
	vengeance, using his last reserves of strength.  The
	wind fades away again.

					VADER
		The Force runs strong in the
		Skywalker line.  You will achieve
		great power ... Come, join with
		me!  Together we will be the most 
		powerful ... even stronger than
		The Emperor.

		(INSERT B - DIALOGUE ADDED HERE)

					LUKE
		No! .... Never ....

	Luke starts backing away from Vader, his strength
	gone at last.

					VADER
		There is no escape.  You must
		join me or die.  Don't make me
		destroy you here ... The Emperor
		is strong with The Force.  But
		if you join me, together we could
		overthrow Him.  Do not resist.
		It is our destiny!

					LUKE
		Never.

	Luke lunges for Vader with his laser sword, but misses.
	He stumbles to the other side of the platform.  In the
	distance, the wind can be heard working its way up the
	long shaft.  Luke is out of breath, exhausted, bleeding.
	He hears the wind rising and gives Vader a long, hard
	look.

					LUKE
		Never!

	Luke staggers to the edge of the platform and jumps
	off into the endless abyss.  Vader rages in disbelief.

					VADER
		No!

	The Dark Lord looks over the platform and sees Luke
	falling far below.  The wind begins to blow at Vader's
	cape and the torrent finally forces him back, away from
	the edge.  He looks out and sees Luke floating upward
	past him with the force of the wind.

	Spread-eagle, skydiver-style, Luke attempts to maneuver
	himself closer to the side of the shaft.  He has hooked
	his laser sword to his belt.  The wind begins to fade
	and the wounded Jedi begins to fall fast, unable to
	grab onto anything.

401	INT - SHAFT - SMALL EXHAUST PIPE					401

	Suddenly, Luke is sucked into a small exhaust pipe in
	the side of the shaft.  Vader sees this.  He turns and
	hurries off the platform.

402	INT EXHAUST PIPE						402

	TRUCKING FULL SHOT as Luke tumbles through the exhaust
	pipe.

403	EXT BOTTOM OF CITY - EXHAUST PIPE - DUSK			403

	Luke is spit out of the exhaust pipe on the underside
	of the city.  He manages to grab a protruding weather
	vane at the exterior mouth of the pipe.

404	EXT BOTTOM OF CITY - EXHAUST PIPE - DUSK			404

	FULL SHOT - Luke hanging on weather vane on bottom of
	the city.

	Dangling helplessly above the awesome cloud sea hundreds
	of miles below, he struggles in vain to pull himself
	to safety.  Finally, he closes his eyes and begins to 
	concentrate.

					LUKE
		Leia, Leia .... Leia, I need you.

	Luke swings in the gentle breeze of the cloud planet.

405	INT CORRIDOR LEADING TO LANDING PLATFORM			405

	Artoo has dismantled the control panel next to the
	service door and is working with the wires.  His work
	has enabled Lando to hook into the public address
	system.  Now he yells into a microphone over the din of
	the continuing battle with the Stormtroopers.

					LANDO
		This is Baron Calrissian.  The
		Empire is taking control of the
		city.  Evacuate immediately.
		Leave before more Imperial troops
		arrive.

	An explosion hits nearby.  Artoo touches two wires
	together and the door slides open.  Artoo whistles.
	Lando, Chewie, Leia and Threepio are ecstatically
	surprised.

					THREEPIO
		Artoo, you did it!  I never
		doubted you for a second ...

					LEIA
		Let's go.

	Artoo lays down a cloud of fog, obscuring everything,
	as the group dashes outside.

406	EXT LANDING PLATFORM - CLOUD CITY - DUSK			406

	The group races for the Millennium Falcon as Storm-
	troopers reach the main door.  Lando and Leia hold off 
	the troops as Chewie and the droids get on board.
	Chewie starts up the ship.  As the giant engines start
	to whine, Lando and Leia jump on board.

407	EXT BOTTOM OF CITY - EXHAUST PIPE - DUSK			407

	MED SHOT - Luke hanging on weather vane on bottom of
	the city.  He has attained a better position on the
	weather vane and managed to hook one of his legs around
	the fragile instrument.

					LUKE
		Leia .... Leia ....

	There is an ominous CRACKING sound from the base of
	the weather vane and a piece breaks off, falling into
	the clouds far below.  A rush of air is constantly
	blowing from the pipe.

408	INT COCKPIT - MILLENNIUM FALCON - CLOUD CITY - DUSK	408

	Chewie pulls back on the controls as Leia and Lando
	make their way into the cabin.  Lando sits in the
	co-pilot's seat.  Leia sits next to one of the control
	panels.  Suddenly, Leia seems to hear something.  She
	turns to Lando with a quizzical look.

					LEIA
		What'd you say?

					LANDO
		I didn't say anything?

	Leia shrugs and turns back to Chewie.

409	EXT LANDING PLATFORM - CLOUD CITY - DUSK			409

	The Millennium Falcon lifts gracefully into the twilight
	sky as the squad of Stormtroopers vainly fires away.

					STORMTROOPER
		Save your fire, the patrol ships
		will get them.

410	EXT LANDING PLATFORM - CLOUD CITY - HIGH ANGLE - DUSK	410

	FULL SHOT - Looking down on the landing platform as Falcon
	roars up and away past camera at dusk.

411	INT COCKPIT - MILLENNIUM FALCON - CLOUD CANYON		411

	INT COCKPIT, SIDE as Falcon moves through cloud canyon.

412	EXT BOTTOM OF CITY EXHAUST PIPE - DUSK			412

	MED SHOT of Luke dangling from weather vane.

	The weather vane makes another terrifying CRACK and
	lurches a little more to one side.  Luke is so weary
	and in such pain, he almost doesn't notice.  He is
	concentrating on The Force.

					LUKE
		Leia, help.  Please, Leia.  Hear me.

413	INT COCKPIT - MILLENNIUM FALCON - CLOUDS - POV		413

	OVER THE SHOULDER POV of cloud through cockpit window
	in Millennium Falcon.

414	INT COCKPIT - MILLENNIUM FALCON - CLOUD CITY - DUSK	414

	Leia seems to be lost in a fog, her expression troubled.
	Everyone else is busy operating the ship.

					LANDO
		I knew that set-up was too good
		to last .... I'm going to miss it.

					LEIA
		Luke!

					LANDO
		What?

					LEIA
		Luke needs help.  We must go back.

					CHEWIE
		Barks his consternation.

					LEIA
		Chewie, head for the bottom of
		the city.

					LANDO
		Three patrol ships are heading 
		our way.

					CHEWIE
		Barks an argument and shakes his
		head.

					LEIA
		No argument, just do it.  That's 
		a command!

					LANDO
		Wait a minute.  We're not going
		back there.

					CHEWIE
		Turns on Lando, the newcomer, with
		an ominous growl.

					LANDO
		Okay, okay.

415	EXT MILLENNIUM FALCON - CLOUD CITY - BESPIN - DUSK	415

	FULL SHOT TRUCKING of the Falcon making a graceful
	banking turn over camera.  Clouds at dusk.

416	EXT MILLENNIUM FALCON - UNDERSIDE CLOUD CITY - DUSK	416

	FULL SHOT as Falcon dives to the underside of the
	floating city.

417	INT MILLENNIUM FALCON - HOLD				417

	Artoo is busy trying to re-assemble his friend Threepio.
	He adjusts the connections to the golden droid's second
	arm.

					ARTOO
		Beeps some news.

					THREEPIO
		Turning around?  Oh, no!  I knew
		we'd never escape ...

418	EXT BOTTOM OF CITY - EXHAUST PIPE - DUSK			418

	FULL SHOT - Luke on weather vane.  He is almost uncon-
	scious, but he hears the familiar whine of the approaching
	Millennium Falcon.  As his body shifts, the weather vane
	breaks, sending Luke tumbling.

419	INT COCKPIT - CLOUD CITY UNDERSIDE - DUSK		419

	Leia tries to remain calm in the midst of everyone's
	amazement.

					LANDO
		Someone's falling.

					LEIA
		It's Luke.  Get under him.  Slow
		down.  Easy Chewie.  Line up your 
		tracking system.  Lando, open the
		hatch.

420	INT COCKPIT - MILLENNIUM FALCON - POV				420

	POV out Falcon cockpit window as Luke falls into the 
	clouds in the distance.

421	INT COCKPIT - MILLENNIUM FALCON - CLOUD CITY		421

	Leia watches anxiously.

					LEIA
		Slower, Chewie, slower.

422	INT COCKPIT - MILLENNIUM FALCON - CLOUD CITY - POV	422 

	CLOSER POV out cockpit window of Luke getting bigger
	as the Falcon closes on him, until his falling body
	skims the cockpit window and lands with a thud on the
	outside hull of the ship.

423	EXT MILLENNIUM FALCON HULL - CLOUD CITY - DUSK		423

	The hatch pops open with a hiss of pressure.  Lando
	reaches out to help the battered warrior inside the
	ship.  Suddenly, there is a huge explosion near the 
	ship causing it to lurch wildly.  Luke is almost
	thrown overboard, but Lando grabs his hand in time.

424	INT COCKPIT - MILLENNIUM FALCON - CLOUD CITY - POV	424

	OVER THE SHOULDER POV - Clouds and flak bursts as the
	Falcon banks away from the city.  Dusk.

425	EXT UNDERSIDE OF CLOUD CITY - DUSK			425

	Three Imperial Patrol ships are firing on the Falcon
	as they speed into pursuit.

426	INT COCKPIT MILLENNIUM FALCON - CLOUD CITY - DUSK	426

	Explosions begin to erupt all around the cockpit,
	buffeting the ship wildly.  Chewie HOWLS as he
	frantically tries to control the ship.

					LEIA
		The hatch is closed.  Full speed.
		Two more ships are closing.

	Leia reaches over and speaks into the com-link.

					LEIA
		Lando, is he alright? ... Lando?
		Are you there?  How's Luke?

					LUKE (OS)
		He'll survive.

	Leia and Chewie turn to see the bloody and battered
	Jedi, supported by Lando in the cockpit entry.  Lando
	has wrapped a blanket around him.  Leia jumps up and
	gives him a giant hug.

					CHEWIE
		Howls.

					LANDO
			(climbs into the co-pilot's seat)
		We're not out of this yet.

	A huge flak burst rocks the ship.

427	EXT MILLENNIUM FALCON - SPACE - PLANET BESPIN		427

	FULL SHOT - The Falcon speeds away from the planet and
	over camera followed by two Imperial ships.

428	EXT MILLENNIUM FALCON - SPACE				428

	FULL SHOT - The Falcon away from camera and into space,
	followed by two Imperial ships.

429	INT COCKPIT - MILLENNIUM FALCON - SPACE		429

	Lights flash and muted alarm BUZZERS sound.  Threepio
	leaves the cockpit.  Luke is strapped into the seat
	across from Leia.

					LANDO
		The deflector shields are gone.

					LEIA
			(to Chewie)
		Are the coordinates set?

	Chewie nods.  Leia looks at the control panel warily.

					LEIA
		This hyperdrive had better work.

					LUKE
		I've never seen it fail.

	Leia and Chewie exchange a look.

					LANDO
		I'm sure my men fixed it.  We've
		got nothing to worry about.

					LEIA
		That sounds familiar.

	Another explosion rocks the ship.

					LEIA
		Okay, Chewie, it's now or never.

					CHEWIE
		Barks his agreement.

	The Wookiee shrugs and pulls back on the lightspeed
	throttle.

430	INT COCKPIT - MILLENNIUM FALCON - SPACE - POV		430

	FULL SHOT, OVER THE SHOULDER POV out cockpit window,
	stars that streak and go into hyperspace.

431	EXT MILLENNIUM FALCON - SPACE				431

	FULL SHOT, SPACE - The Falcon speeds away from camera
	and disappears into nothingness.

432	EXT SPACE - REMAINS OF REBEL FLEET - STAR CRUISER	432

	FULL SHOT - Motley rebel fleet in space.  The Millennium
	Falcon is attached to a huge rebel cruiser by a docking
	tube.  A large star is nearby.

433	INT BRIDGE AREA - STAR CRUISER					433

	The bridge area of the Star Cruiser is relatively quiet.
	Most of the crew is busy working at their control panels.

	Several Generals are gathered around Lando and Chewie
	and one by one bow before them.  Luke and Leia are
	standing nearby.

	Leia bows before Lando and Chewie, then gives the large
	Wookiee a big bear hug.  Luke shakes Lando's hand and
	pats him on the shoulder.  He then moves to Chewie and
	starts scratching his chest vigorously; which the
	Wookiee loves.  He BARKS his enjoyment.

	Lando and Chewie start to leave the bridge, stopping
	only when little Artoo races up and tugs at the furry
	giant with one of his claw arms and whistles.  Chewie
	turns and is hugged by Threepio.  The Wookiee is
	embarrassed, but manages a friendly pat on the droid's
	back and another on little Artoo's dome head.  the
	robots wave as the two adventurers leave the bridge.

434	INT STAR CRUISER BY VIEW PORT				434

	Luke and Leia stand alone before a giant view port -
	stars and distant suns move through window.  Luke
	smiles and gives Leia a kiss on the forehead as she puts
	her arm around him.

					LUKE
		I want to go with them, but I
		have a promise to keep.  They'll
		find Han.  I know they will ...

	The tall, golden robot, and the stubby Artoo-droid
	join the young Jedi and the Princess.  They gaze out
	the view port as the Millennium Falcon pulls grace-
	fully away.

435	INT BRIDGE - STAR CRUISER - VIEW PORT - POV - SPACE	435

	POV of distant sun.  The Falcon does a spectacular
	flip and fly-by, and banks off into the stars.

					ROLL UP

					END CREDITS

				T H E   E N D

                                    DUNE

                                        SEVENTH DRAFT

                                        DAVID LYNCH
                                        December 9, 1983
--
1.   ARRAKIS - A SCENE FROM SPACE

     Also known as DUNE, home of the Fremen, former
     Zenzunni wanderers.

1A.  INT. ROCK LEDGE - SIETCH TABR - NIGHT

     BLACK

     FADE IN to the dark eyes of the mysterious face of
     the REVEREND MOTHER RAMALLO, who sits against smooth
     black rock. Her eyes are deep blue-within-blue and
     her skin is a haunting translucent white. Her voice
     ECHOES as if in a great cavern.

                 REVEREND MOTHER RAMALLO
               We are the secret of the Universe.

           RESPONSE OF TWENTY THOUSAND VOICES
               Bi-la kaifa.

                 REVEREND MOTHER RAMALLO
               We are the secret of the Universe. We know
               of spice...the spice called melange...the
               greatest treasure in the Universe. It
               exists on only one planet - ours Arrakis,
               Dune. We know of spice and the Bene
               Gesserit sisterhood's selective breeding
               plan of ninety generations to produce the
               Kwisatz Haderach, the one the spice will
               awaken.

           RESPONSE OF TWENTY THOUSAND VOICES
               Bi-la kaifa.

                 REVEREND MOTHER RAMALLO
               And now the prophecy...

     Silence...then a powerful low organ NOTE resounding
     in the cavernous space.

            REVEREND MOTHER RAMALLO (CONT'D)
               He will come...the voice from the outer
               world, bringing the holy war, the Jihad,
               which will cleanse the Universe and bring
               us out of darkness. He will have been born
               of a Bene Gesserit mother.
--
     The Reverend Mother continues speaking of the
     Prophecy, but we do not hear it. The huge wind organ
     BLOWS louder and louder, obscuring her voice.

     The picture FADES.

1B.  KAITAIN - A SCENE FROM SPACE

     Home planet of House Corrino and Shadam IV, Emperor
     of the known universe.

2.   INT. DROP - NIGHT

     FADE IN to:

     ...interior of one drop of water. The image changes
     subtly.

2A.  EXT. - DROP - NIGHT

     PULL BACK to a shot revealing the outside of the
     drop. There is a distant ROARING and within the drop
     we can see the distorted image of a space ship
     landing on a sophisticated landing field.

3.   (Deleted)

3A. EXT. LANDING FIELD - EMPEROR'S PALACE - NIGHT

     On the dark landing field, chemicals spill out of
     the ship in troughs and tank-suited Guildsmen begin
     to swarm out of a hatch opening.

4. through 6.  (Deleted)

7.   INT. THRONE ROOM - EMPEROR'S PALACE - NIGHT

     The EMPEROR is surrounded by crowds of COURTIERS in
     his Throne Room.

     Suddenly a GUARD enters from a small door and
     quickly crosses to ANOTHER GUARD. A warning SOUND
     begins. The Emperor turns nervously. Guards quickly
     begin to clear the large room. Several women are
     rushed toward us to a door beyond. One of the woman,
     IRULAN, stops and turns back for a worried, caring
     look to her father, the Emperor.

                         IRULAN
               Father.
--
                         EMPEROR
               Irulan.

     She sees that SARDAUKAR OFFICERS are surrounding him
     now, speaking to him. Irulan turns and leaves. The
     Emperor moves away from his officers to the center
     of the now-empty room. He drops his golden robe from
     his shoulders. He stands in his elegant black
     uniform, thinking.

     The Reverend Mother is ushered in and the Sardaukar
     Officers leave her alone with the Emperor.

                         EMPEROR
                    (quickly)
               A Third Stage Guild Navigator will be here
               within minutes!

                     REVEREND MOTHER
               We felt his presence.

                         EMPEROR
               I shall want telepathy during his visit
               and a report when we're finished.

                     REVEREND MOTHER
               Their minds are so.... They move in
               strange directions....

                         EMPEROR
               Yes?

                     REVEREND MOTHER
               Forced spice evolution of humans changes
               many things.... I must sit close to him.

                         EMPEROR
               He will not permit anyone but me to see
               him. You must be outside this room.... Do
               what you can.

                     REVEREND MOTHER
               I am your Truthsayer, my lord...
                    (sensing something outside the room)
               He is here, my lord.

     Under the carved inscription "Law is the Ultimate
     Science", the doors to the Emperor's chambers slide
     open and FIFTY GUILDSMEN wheel in a forty-foot long
     giant black box. One of the Guildsmen addresses the
     Emperor through a translating device.

                   TANKED GUILDSMEN #1
               The Bene Gesserit witch must leave.
--
     The Emperor looks to the Reverend Mother.

                         EMPEROR
               Leave us.

                     REVEREND MOTHER
               Yes, my Lord.

                         EMPEROR
                    (after she has gone)
               We are alone...

8.   INT. HALLWAY - EMPEROR'S PALACE - NIGHT

     The Reverend Mother enters through doors and takes a
     seat on a chair just outside the door. She closes
     her eyes.

9.   INT. THRONE ROOM - EMPEROR'S PALACE - NIGHT

     Inside the Emperor's chamber, the TANK-SUITED
     GUILDSMEN are arranging themselves in a "V"
     formation around the box. Suddenly the box opens,
     slowly and beautifully revealing a huge, thick glass
     tank. Inside the tank floats a THIRD STAGE NAVIGATOR
     twenty feet long, much like a cross between a pasty,
     pale human being and a fleshy grasshopper.

     The tank is filled with swirling orange spice-gas,
     and Guildsmen continuously vacuum up the toxic
     chemical spills dripping from under the tank.
     Suddenly the Guild Navigator swims towards the
     Emperor. His head is enormous and fleshy, like a
     huge grasshopper head -- the eyes are totally deep
     blue. His voice is a high, fleshy whispering and an
     intricate electrical apparatus in the front of the
     tank translates into English and broadcasts it into
     the room.

                        NAVIGATOR
               We have just folded space from Ix...

                         EMPEROR
                    (extremely nervous)
               Yes?... How was your journey?

                        NAVIGATOR
                    (after a long pause)
               Many machines on Ix... new machines.

                         EMPEROR
               Oh yes?
--
                        NAVIGATOR
               Better than those on Richesse.. You are
               transparent... I see many things... I see
               plans within plans.

                         EMPEROR
               Is there a problem?... Usually there is a
               problem when one of you makes a visit.

     No answer.

                        NAVIGATOR
                    (finally)
               The answer is within the problem...

10.  INT. HALLWAY - EMPEROR'S PALACE - NIGHT

     Outside the Emperor's chamber the Reverend Mother
     sits, her eyes closed, straining.

11.  INT. THRONE ROOM - EMPEROR'S PALACE - REVEREND
MOTHER'S MENTAL IMAGE - NIGHT

     A very blurred scene of the Emperor with the Guild
     Navigator. She is not getting the English version
     but a much different language version which is
     fascinating to listen to. A lilting, sing-song
     monologue.

12.  INT. THRONE ROOM - EMPEROR'S PALACE - NIGHT

                        NAVIGATOR
               I see two Great Houses -- House Atreides,
               House Harkonnen -- feuding... I see you
               behind it.

                         EMPEROR
               Yes.

     The Navigator breathes the spice-gas heavily and
     swishes gently in his tank.

                        NAVIGATOR
               You must share with us.
--
                         EMPEROR
               The Atreides house is building a secret
               army!... using a technique unknown to
               us... a technique involving sound. The
               Duke is becoming more popular in the
               Landsraad... he could threaten me.... I
               have ordered House Atreides to occupy
               Arrakis to mine the spice... thus
               replacing their enemies the Harkonnens....
               House Atreides will not refuse because of
               the tremendous power they think they will
               gain. Then, at an appointed time Baron
               Harkonnen will return to Arrakis and
               launch a sneak attack on House Atreides...
               I have promised the Baron five legions of
               my Sardaukar terror troops.

                        NAVIGATOR
               So the Harkonnens will rid you of House
               Atreides...

                         EMPEROR
               Yes.

13.  INT. HALLWAY - EMPEROR'S PALACE - NIGHT

     Outside, the Reverend Mother is seeing the scene
     mentally. She suddenly sees and flinches.

14.  INT. THRONE ROOM - EMPEROR'S PALACE - REVEREND
MOTHER'S MENTAL IMAGE - NIGHT

     The Guild Navigator turns toward her and comes very
     close to her. We hear the Navigator speak to her.

                        NAVIGATOR
                    (to Reverend Mother, mentally)
               Reverend Mother... I will give you the
               Tleilaxu Path.

                 REVEREND MOTHER (V.O.)
                    (an excited whisper)
               A chance for escape? But for whom?

15.  INT. THRONE ROOM - EMPEROR'S PALACE - NIGHT

                         EMPEROR
               Can you hear me?... If this visit has
               anything to do with spice...
--
     The Guild Navigator shudders and swishes quite
     violently in his tank.

                        NAVIGATOR
               LISTEN TO ME!! The spice must flow... the
               spice has given me accelerated evolution
               for four thousand years... it has enabled
               you to live two hundred years... the spice
               helps make the sapho juice, which gives
               the red-lipped mentats the ability to be
               living computers... the secret side of
               spice... the water of life.

16.  INT. HALLWAY - EMPEROR'S PALACE  - NIGHT

                 REVEREND MOTHER (V.O.)
               He shouldn't speak of this...

15.  BACK TO SCENE

                        NAVIGATOR
               ...gives the Bene Gesserit sisterhood the
               metaphysical ability to see beyond...to
               have superior powers... Our power to fold
               space is in the spice... Without us, your
               empire would be lost on isolated scattered
               planets... You would be lost.

                         EMPEROR
               I can assure you...

                        NAVIGATOR
               Do not interrupt!!! Do not speak lightly
               of the spice... ONE SMALL POINT...

16.  BACK TO SCENE

                 REVEREND MOTHER (V.O.)
               Here it comes...

17.  INT. THRONE ROOM - EMPEROR'S PALACE - NIGHT

                        NAVIGATOR
               We ourselves... foresee a slight problem
               within House Atreides.... Paul.... Paul
               Atreides.

                         EMPEROR
               You mean, of course, Duke Leto Atreides...
               his father.
--
Page missing
--
24.  EXT. CASTLE CALADAN - NIGHT

     High on the rock cliff stands Castle Caladan, Its
     appearance us dark and medieval. There is a window
     on the seaward wall lit from within...

25.  INT. TRAINING ROOM - CASTLE CALADAN - NIGHT

     ...by a drifting glowglobe. Paul sits at an L-shaped
     table studying filmbooks and maps of Arrakis and the
     Universe.

25A. INSERT - FILMBOOK

     We SEE vast star fields and galaxies.

25.  BACK TO SCENE

                          PAUL
                    (whispering)
               Here we are now... nineteen light years
               beyond...

25A. INSERT - FILMBOOK

     We SEE the galaxies move as we HEAR a HUM.

                       PAUL (V.O.)
                    (whispering)
               ... beyond Epsilon Alangue... is Arrakis.

     We HOLD on this, then we see Arrakis grow larger in
     the filmbook screen and we SEE it is a planet of
     vast deserts.

25.  BACK TO SCENE

                          PAUL
                    (whispering again)
               It does look dry....

25A. INSERT - FILMBOOK

     The picture grows larger again, and we see the
     Arrakeen Valley.
--
                     FILMBOOK (V.O.)
               Each day the palms along the outer wall of
               the Palace at Arrakeen consume enough
               water to sustain the lives of one hundred
               men. The palms were placed by the
               Harkonnens to flaunt their water wealth in
               front of the city Fremen.

25.  BACK TO SCENE

                          PAUL
               Where are the Harkonnens from here?

25A. INSERT - FILMBOOK

     The star fields and galaxies move slightly then.

                       PAUL (V.O.)
                    (whispering)
               There!... Geidi Prime and the Baron
               Harkonnen... the enemy.

25.  BACK TO SCENE

     In the background, FOOTSTEPS grow louder, pounding
     on thick wooden floors. THUFIR HAWAT, GURNEY HALLECK
     and DR. YUEH enter. Paul has his back to the door.
     Thufir suddenly looks perturbed when he notices
     this.

                          PAUL
                    (without turning)
               I know, Thufir, I'm sitting with my back
               to the door.

     Hawat suppresses a smile.

                      PAUL (CONT'D)
               I heard you, Dr. Yueh and Gurney coming
               down the hall.

                         THUFIR
               Those sounds could be imitated.

                          PAUL
               I'd know the difference.

     Paul rises and turns to face them.
--
                         THUFIR
                    (inner voice)
               Yes. Perhaps he would at that.

                          PAUL
               My father sent you to test me. Music then?

     Thufir scowls.

                         GURNEY
               No music. I'm packing this for the
               crossing. Shield practice.

                          PAUL
               Shield practice? Gurney... we had practice
               -- this morning..... I'm not in the mood.

                         GURNEY
                    (angered)
               Not in the mood?! Mood's a thing for
               cattle and love play... not fighting.

                          PAUL
               I'm sorry Gurney.

                         GURNEY
               Not sorry enough.

     Gurney draws his knife.

25B. SHIELD EFFECT - THE FIGHT

     Gurney activates his body shield, sending a
     shimmering FORCE FIELD around his body. He advances
     swiftly toward Paul. Paul snaps on his FORCE FIELD,
     draws his knife and jumps back, collecting himself
     hurriedly for the fight.

                         GURNEY
                    (his voice sounding strange through
                    the forcefield)
               Guard yourself for true!

     Gurney leaps high, then forward, pressing a furious
     attack. Paul falls back. The shield edges CRACK
     loudly as they touch each other.

                          PAUL
                    (inner voice)
               What's gotten into Gurney? He's not
               faking.
     Paul presses forward and the fight moves quickly
     around the room. The smell of ozone grows stronger
     as the shields hit and SPARK off one another. Paul
     directs a parry downwards, turns, and leads Gurney
     against the table, plunging at just the right moment
     to pin Gurney against the table top with his blade
     right at Gurney's neck.

                          PAUL
                    (strange shielded voice)
               Is this what you seek?

                         GURNEY
                    (strange shielded voice)
               Good... the slow blade penetrates the
               shield... but look down.

     Paul looks and sees Gurney's blade at his groin.

                     GURNEY (CONT'D)
               We'd have joined each other in death.
               However, you did seem to finally get the
               "mood".

                          PAUL
               Would you really have drawn my blood?

                         GURNEY
               If you'd fought one whit below your
               abilities I'd have scratched you a good
               one.

     Paul stands and snaps off his shield as does Gurney.

25.  BACK TO SCENE

                          PAUL
               Things have been so serious here lately.

                         GURNEY
               Yes. I sensed the play in you lad, but
               this can no longer be play. Tomorrow we
               leave for Arrakis! Arrakis is real. The
               Harkonnens are real.

     Thufir, Yueh, Gurney and Paul stare at each other
     for a moment in silence. Dr. Yueh moves forward and
     begins to take Paul's pulse rate and to collect
     other data with a small black machine.

                          PAUL
               Dr. Yueh, do you have any information on
               the worms of Arrakis?
--
                        DR. YUEH
               I have obtained a filmbook on a small
               specimen... only 125 meters long.

                          PAUL
               Only?!

     They smile at each other.

                        DR. YUEH
               There are have been documented sightings
               of worms as large as 450 meters in the
               deep desert -- far from where we'll be in
               Arakeen.... The desert belt and the south
               polar regions are marked forbidden....
               Why?

                          PAUL
               The storms and the worms. Is it true, that
               the sand can blow at seven hundred
               kilometers per hour?

                          YUEH
               It can render flesh to dust in minutes.
               And these dry winds can generate
               tremendous static electricity in the
               atmosphere. Our body shields won't have
               enough power to operate in the open air on
               Arrakis.

                          PAUL
               Well, how do the Fremen survive there?

                          YUEH
               We don't know much about the Fremen...
               They live in the deep desert... some of
               them in the cities and they have blue-
               within-blue eyes...

                          PAUL
                    (smiling)
               The eyes -- yes, yes... saturation of the
               blood by the spice -- melange. Could the
               spice affect us in other ways?

                         THUFIR
               Many dangers exist on Arrakis. For one, we
               know the Harkonnens would not have given
               up their CHOAM company contract so easily.

                          PAUL
                    (rising)
               The Harkonnens are our enemies, yes... but
               behind them, I suspect, is the Emperor.
--
                         THUFIR
               You will make a formidable Duke!

     Paul bows.

                     THUFIR (CONT'D)
               Now remember... the first step in avoiding
               a trap is knowing of its existence.

                          PAUL
               I know.  But if it is a trap then why are
               we going?

                         THUFIR
               We have our new army.
                    (in the same breath)
               Dr. Yueh, put the weirding module on him.

     Thufir, noticing a SQUAD OF GUARDS at the other end
     of the training room, calls out to them.

                     THUFIR (CONT'D)
               Clear and lock the room.

     Gurney activates a series of locks.  LIGHTS GLOWS
     above each doorway.

                     THUFIR (CONT'D)
               Activate a fighter.

25C. ROBOT FIGHT

     Suddenly a FIGHTER ROBOT lowers from the ceiling.
     As the robot begins to rotate and go through several
     frightening, complicated movements, Dr. Yueh places
     a plastic device around Paul's neck.  He tightens it
     around the Adam's apple above Paul's voice box.
     Paul turns and emits a very strange, powerful sound
     through the weirding module as he rushes towards the
     robot.

                         GURNEY
                    (to Yueh)
               Precise control....

26.  INT. HALLWAY - CASTLE CALADAN - NIGHT

     The hallway is empty in the foreground but in the
     distance a changing of the guard is seen.
--
26A. through 26B.   (Deleted)

27.  INT. HALLWAY - CASTLE CALADAN - NIGHT

     Paul walks down the stairway.  In the distance,
     moving troops are packing Atreides belongings.
     Beyond, Paul sees some troops carrying a large
     bull's head.  The horns are covered with dried
     blood.

                          PAUL
               The bull that killed my grandfather... is
               this an evil omen?

     Suddenly, DUNCAN IDAHO appears from behind the giant
     black head.

                          PAUL
                    (happily)
               Duncan!

                         DUNCAN
               Paul.
                    (they shake hands)
               I was on my way to say goodbye to you.  I
               have to go on ahead.

                          PAUL
               Why?  I wish you were coming with us.

                         DUNCAN
               It's something for your father.  He wants
               to talk to you.
                    (places hand on Paul's chest)
               I'll see you in Arrakis.  May the hand of
               God be with you.

                          PAUL
               May the hand of God be with us all,
               Duncan.

28.  EXT. CLIFF WALL - CASTLE CALADAN - NIGHT

     Paul walks to meet his father near the wall.

                          PAUL
                    (diffident)
               Father.

                        DUKE LETO
               Thank you for joining me, Paul.
                    (voice tired)
               It will be good to get to our new home and
               have all this upset behind us.
--
28A. (Deleted)

28B. DUKE LETO AND PAUL AGAINST SEA

     They look out over the sea.  A huge wave crashes
     below.

     The Duke turns to Paul.

                   DUKE LETO (CONT'D)
                    (inner voice)
               My son.
                    (out loud)
               Thufir Hawat has served House Atreides
               three generations....  He swears you are
               the finest student he's ever taught.
               Yueh, Gurney and Duncan say the same....
               It makes me feel very proud...

                          PAUL
               I want you to be proud of me.

     Paul smiles up at his father.  The WIND blows the
     Duke's hair and behind him stands the castle and the
     green and black Atreides banner against the night
     sky beyond.  The RAIN starts again -- lightly.  Paul
     takes a closer look at the Atreides banner moving in
     the wind.

                        DUKE LETO
                    (studying the dark sea below)
               I'll miss the sea... but a person needs
               new experiences... they jar something deep
               inside, allowing him to grow.  Without
               change, something sleeps inside us... and
               seldom awakens... The sleeper must awaken.

     Paul's attention goes to his father's hand where he
     sees the Duke's signet ring.  Again he smiles at his
     father.

                                                FADE TO:

29. through 29A.    (Deleted)

30.  INT. PAUL'S ROOM - CASTLE CALADAN - NIGHT

     Paul is sweating during his sleep and WHISPERS as if
     struggling with some disturbing thought.
--
                          PAUL
               Arrakis... Dune... Desert
               Planet...Arrakis... Desert Planet...
               moving... moving.

31.  DARK WATER - MENTAL IMAGE

     We see Paul's dream. It is very dark.

                       PAUL (V.O.)
               Arrakis... Dune... Desert Planet.

     Suddenly a drop falls into the black, and white hot
     widening rings appear on the dark water's surface.

     Darkness again. Two moons rise in the darkness. As
     the second appears:

                          VOICE
               The second moon, your moon...

31A. INT. RESERVOIR - SIETCH TABR - NIGHT

     Dark again. A figure turns toward Paul. It is a
     BEAUTIFUL GIRL in deep shadow. She speaks.

                     BEAUTIFUL GIRL
               Tell me of your homeworld, Usul.

32.  INT. PAUL'S ROOM - CASTLE CALADAN - NIGHT

     CU Paul's face in fitful sleep.

33.  EXT. COURTYARD - CASTLE CALADAN - NIGHT

     In a small stone courtyard, the back-lit figure of a
     woman moves towards us through the heavy RAIN and
     darkness. As she nears us, the large, protective
     glowglobe overtakes her and in an instant we see a
     beautiful woman -- JESSICA.

                         JESSICA
                    (inner voice)
               I  know she has come to test him... no man
               has ever been tested with the box... only
               Bene Gesserit women. I may lose my son.

     The doors open, she meets the Reverend Mother Gaius
     Helen Mohiam (the Emperor's truthsayer) and takes
     her back toward the Castle. The rain rushes loudly
     into the storm drains.
--
34.  INT. PAUL'S ROOM - CASTLE CALADAN - NIGHT

                          PAUL
                    (whispering again)
               Arrakis... Dune... Desert planet...
               moving... moving.

     CU Paul's face.

     Paul's eyes snap open. He hears footsteps outside
     his door. As the door opens he closes his eyes,
     however, and he pretends to be asleep. Jessica and
     the Reverend Mother enter and stand in the doorway
     looking at him.

                     REVEREND MOTHER
               We'll salvage what we can... but I can
               tell you.. dear God... for the father...
               nothing.

     Jessica turns to the Reverend Mother, stunned! She
     turns back to look at Paul. Her hands tremble.

                REVEREND MOTHER (CONT'D)
               Did you really think that you could bear
               the Kwisatz Haderach?... How dare you!

                     REVEREND MOTHER
               My greatest student... and my greatest
               disappointment.... He's awake!... He's
               listening to us.
                    (considering)
               Good... Ready yourself, young Paul
               Atreides... I want to see you in your
               mother's chamber in one quarter of an
               hour.

     She turns and walks away. Jessica remains at the
     door and calls out to Paul in the darkness.

                         JESSICA
               Paul?... This is very important...

     Jessica leaves, closing the door behind her. Paul
     sits up in bed.

                          PAUL
               Kwisatz Haderach?... For the father...
               nothing?

35.  INT. JESSICA'S CHAMBER - CASTLE CALADAN - NIGHT

     Jessica and the Reverend Mother enter. It is quite
     dark. Jessica WHISPERS a code number and a glowglobe
     LIGHTS on a very dim setting.
--
                     REVEREND MOTHER
                    (angrily)
               Jessica... You were told to bear only
               daughters to the Atreides... Jessica!

                         JESSICA
               It meant so much to him...

                     REVEREND MOTHER
               You thought only of a Duke's desire for a
               son?... Desires don't figure in this! An
               Atreides daughter could have been wed to a
               Harkonnen heir and sealed the breach. We
               may lose both blood lines now.

                         JESSICA
               I vowed never to regret my decision. I'll
               pay for my own mistakes.

                     REVEREND MOTHER
               And your son will pay with you.

42.  INT. DUKE LETO'S QUARTERS - CASTLE CALADAN - NIGHT

     Under a dim glowglobe, the DUKE is writing a note on
     a scroll-like piece of paper.

     Finishing reading, the Duke seals the message in a
     cylinder and presses his signet ring, with a red
     hawk symbol of House of Atreides, into a hole, which
     seals the cylinder with a swift HISSING.

     He pauses, studying the metal tube. With a VOICE
     COMMAND, he extinguishes the glowglobe above him. He
     leans back in his chair as lightning flashes outside
     the window.

     FADE TO:

35.  BACK TO SCENE

     Paul enters the room and Jessica closes the door
     behind them.

                         JESSICA
               Paul, this is the Reverend Mother Gaius
               Helen Mohiam. She is going to... observe
               you...
                    (to Reverend Mother)
               Please...
--
                     REVEREND MOTHER
               Jessica, you know it must be done. I
               enjoin you to stand guard at the door and
               practice the meditation of peace.

                         JESSICA
               Your Reverence.

                          PAUL
                    (inner voice)
               What does she fear?
                    (out loud)
               What about my Father?

                         JESSICA
               Paul... please, Paul... listen to the
               Reverend Mother and do what she tells you.

     Jessica leaves the room. The Reverend Mother speaks
     to Paul using The Voice, a Bene Gesserit training
     which permits an adept to control others merely by
     selected tone shadings of the voice. It sounds as if
     two people are talking -- one normal and the other
     gutteral and slightly electronic. The effect is
     strange, yet subtle.

                     REVEREND MOTHER
                    (using The Voice)
               Now you come here.

     Paul finds he cannot help but obey her, yet he
     fights her controlling him.

                          PAUL
                    (inner voice)
               She's using The Voice.
                    (out loud)
               No.

     She sees him struggling.

                     REVEREND MOTHER
                    (inner voice)
               Some strength there. Surprising!
                    (out loud)
               Come here.

     The Reverend Mother holds up a green metal cube.

                REVEREND MOTHER (CONT'D)
               See this... Put your right hand in the
               box.

     Paul stares at the hole in the box.
--
                          PAUL
               What's in the box?

                     REVEREND MOTHER
               Pain.

     Just then, she raises one hand to his neck. Paul
     sees a glint of metal. He tries to back away.

                REVEREND MOTHER (CONT'D)
                    (The Voice)
               STOP! Put your hand in the box.

     Paul's hand goes in. Fear passes over his face.

                          PAUL
                    (inner voice)
               The Voice again.

                     REVEREND MOTHER
               I hold at your neck the gom jabbar. Don't
               pull away or you'll feel that poison. A
               Duke's son must know about many poisons --
               this one kills only animals.

                          PAUL
               Are you suggesting a Duke's son is an
               animal?

                     REVEREND MOTHER
               Let us say I suggest you may be human.
               Your awareness may be powerful enough to
               control your instincts. Your instincts
               will be to remove your hand from the box.
               If you do so you will die. You will feel
               an itching -- there... see? Now the
               itching becomes burning... heat, upon
               heat, upon heat.

                          PAUL
                    (whispering)
               It burns.

                     REVEREND MOTHER
               SILENCE... SILENCE.

                          PAUL
                    (inner voice)(struggling to compose
                    himself)
               I must not fear. Fear is the mind-killer.
               Fear is the little death that brings total
               obliteration. I will face my fear... I
               will permit it to pass over me and through
               me.
--
     The Reverend Mother moves her face up to his. Her
     ancient face with its metal teeth gleaming inches
     away breathes hotly. She is smiling.

                     REVEREND MOTHER
               You feel the flesh crisping?

36.  THE HAND - PAUL'S MENTAL IMAGE

     Paul's inner mind sees his hand on fire with all
     sorts of sores. The skin is bubbling.

37.  INT. JESSICA'S CHAMBER - CASTLE CALADAN - NIGHT

                     REVEREND MOTHER
               Flesh dropping off.

38.  THE HAND - PAUL'S MENTAL IMAGE

     He pictures this. The destruction of his hand is
     complete -- now only blood spurts out and burns.

39.  INT. JESSICA'S CHAMBER - CASTLE CALADAN - NIGHT

     Paul's face registers extreme pain.

                          PAUL
                    (cannot help the explosion)
               THE PAIN!

                     REVEREND MOTHER
               NO!! ENOUGH!! Kull wahad! No woman child
               ever withstood that much. I must have
               wanted you to fail. Take your hand out of
               the box and look at it, young human.... Do
               it!

     Paul pulls his hand out of the box. No sign of
     anything wrong. He turns his hand, flexes his
     fingers. He looks to the Reverend Mother.

                REVEREND MOTHER (CONT'D)
                    (explaining)
               Pain by nerve induction... A human can
               resist any pain. Our test is crisis and
               observation.

                          PAUL
               I see the truth of it.
--
                     REVEREND MOTHER
                    (inner voice)
               Could he be the one?... Maybe... but will
               he be ours to control?
                    (out loud)
               You know when people speak the truth?

                          PAUL
               I know it.

     Suddenly the Reverend Mother holds her hand against
     Paul's head. She closes her eyes.

40.  INT. RESERVOIR - SIETCH TABR - NIGHT - REVEREND
MOTHER'S MENTAL IMAGE

     She sees a blurred image of Paul's earlier dream.
     She sees the beautiful girl turn. She hears a
     muffled voice say "Tell me of your homeworld, Usul".

41.  INT. JESSICA'S CHAMBER - CASTLE CALADAN - NIGHT

                     REVEREND MOTHER
               Your mother wants you to tell me about
               your dreams. I only want to know one
               thing.... Do they come true?

                          PAUL
               Not all of them... I know which ones will.

                     REVEREND MOTHER
               Perhaps you are the Kwisatz Haderach.

                          PAUL
               What is it?

                     REVEREND MOTHER
                    (profoundly)
               The person who can be many places at
               once... the one who bridges space and
               time.... He will look where we cannot.

                          PAUL
               Where?

                     REVEREND MOTHER
               Do you know of the Water of Life?... the
               Truthsayer drug?

                          PAUL
               I have heard of it.
--
                     REVEREND MOTHER
               It is very dangerous... very painful. The
               Bene Gesserit sisterhood drink it to see
               within.... There is a place terrifying to
               us... to women. It is said a man will
               come... the Kwisatz Haderach... he will go
               where we cannot... Many men have tried...

                          PAUL
               Did they try and fail?

                     REVEREND MOTHER
               They tried and died....
                    (she calls out loudly)
               Jessica!

     Jessica enters immediately and sees with great
     relief that Paul is still active.

                     REVEREND MOTHER
               I sense your teachings in him. Ignore the
               regular order of training. His safety
               requires The Voice.

                          PAUL
               I've heard enough of my safety... What
               about my father?... I heard you talking.
               You speak as if he was dead. Well, he
               isn't!

                         JESSICA
               Paul!

     She tries to hold him.

                          PAUL
               Well he isn't... and he won't die... Tell
               me he won't die!

                     REVEREND MOTHER
               What can be done has been done.

                          PAUL
               MOTHER! Tell me!

     The Reverend Mother covers herself and moves quickly
     to the door.
--
42A. Through 45.    (Deleted)

46.  EXT. GEIDI PRIME - DAY

     HOME PLANET OF HOUSE HARKONNEN - As seen from space,
     the black planet as we saw it in Paul's filmbook.

47.  EXT. GEIDI PRIME - DAY

     The surface of the planet is a vast sea of black
     oil. A small cable car traverses high above the sea
     toward a gigantic black city in the shape of a
     rectangular box over 100 stories high. Before the
     city there are rows of huge black towering steel
     heads atop massive furnaces. SMOKE billows out of
     their mouths.

48.  INT. CABLE CAR - GIEDI PRIME - DAY

     Inside the cable car stands PITER. In one hand he
     holds the cylinder with DUKE Leto's ring imprint.

                          PITER
               It is by will alone I set my mind in
               motion.
               It is by the juice of Sapho that thoughts
               acquire speed -
               The lips acquire stains -
               The stains become a warning -
               It is by will alone I set my mind in
               motion.

48A. INT. GREEN PORCELAIN ROOM - GEIDI PRIME

     Somewhere in the interior of Geidi Prime, we are in
     a green porcelain room. Two large Harkonnen
     soldiers, using large hoses, are washing down the
     walls and floors of the room. WE MOVE DOWN into the
     water rushing along the floor towards troughs.
     Closer, WE SEE bits of flesh, hair, and blood.

49.  EXT. GEIDI PRIME - DAY

     The car zooms past gigantic faces, and the furnaces
     far below ROAR with tremendous power. The city now
     looms gigantic and overpowering -- millions of
     electrical cables stretch off the top into dark
     energy taps above the city.
--
50.  INT. GEIDI PRIME - DAY

     Inside the city the cable car passes into a huge
     inner chamber filled with open-topped lime green
     porcelain rooms with tremendous electrical lines
     criss-crossing above.

51.  (Deleted)

52.  INT. BARON'S ROOM - GEIDI PRIME - DAY

     In front of a huge steam boiler, the cable car stops
     and Piter gets out, steps down steel stairs and
     enters a porcelain room where the Baron is being
     treated by a DOCTOR for sores on his face and body.
     The doctor uses a lasbeam on a big sore on the
     Baron's lips. The Baron is sickly and hugely fat and
     sweaty and looks like he has been sickly for some
     time. He turns to Piter as he enters the room.

                          PITER
               My Lord!

                          BARON
               Piter.

     Piter moves up to the Baron.

                          PITER
               The Atreides will be leaving Caladan soon,
               Baron, and I have here your answer from
               Duke Leto.

                          BARON
               What does Leto say, Piter?

                          PITER
               He wishes to inform you that Vendetta --
               as he puts it, using the ancient tongue,
               the art of Kanly -- is still alive. He
               does not wish to meet or speak with you.

                          BARON
                    (swallowing; angry)
               I made my peace gesture... the forms of
               Kanly have been obeyed.

     He throws down the cylinder.

                          PITER
               As you instructed me, I have enlightened
               your nephews concerning my plan t...
--
                          BARON
               My plan!

                          PITER
               The plan to crush the Atreides.  Feyd,
               Rabban... go quietly... no other great
               house of the Landsraad must ever know of
               the Emperor's aid to the Baron.  The
               entire Landsraad would turn against the
               Baron and the Emperor.

                         DOCTOR
               Put the pick in there Pete
               And turn it round real neat.

     His assistant does so.

     Rabban breaks open a squood (living food).  The
     squood makes a tiny SCREAM, then Rabban drinks the
     blood and bodily fluids.  He throws the empty
     container of tiny animal meat into the dark water
     trough running through the center of the room.
     Across the room, TWO HARKONNEN SOLDIERS enter,
     holding big guns on a BOY who is wearing white
     pants.  The Baron smiles when he sees the boy, who
     is deeply afraid.  The guards force the boy to
     arrange violet flowers on a stand by the far wall
     opposite the Baron.

                          BARON
                    (as the Baron watches the boy)
               You're so beautiful my Baron
               Your skin, love to me
               Your diseases lovingly cared for
               For all eternity.

                          BARON
               I will have Arrakis back for myself... he
               who controls the Spice, controls the
               universe... and what Piter didn't tell you
               is we have control of someone who is very
               close to Duke Leto.  This person... this
               traitor... will be worth more to us than
               ten legions of Sardaukar.

                          FEYD
               Who is the traitor?

                          BARON
                    (laughs)
               I won't tell you who the traitor is or
               when we'll attack.  However, the Duke will
               die before these eyes and he'll know that
               it is I -- Baron Vladimir Harkonnen -- who
               encompasses his doom.
--
     The Baron gives a hand signal and seven gates in the
     wall open, emitting tremendous SOUNDS.  Suddenly the
     Baron begins to float straight up, twenty-five feet
     in the air.  It is a frightening sight.  He floats
     down under the giant, humming electrical tube light
     and rubs his head and body with a black fluid which
     drips from tiny holes in either side of the pink
     glow.  Feyd and Rabban watch nervously.  The
     Attendants stand completely still with fear.

     The Baron swoops down to the Boy, who stands
     petrified.  The Harkonnen guards smile nervously as
     they step slightly backwards.  The boy begins
     SCREAMING as the Baron pulls the boy's heart plug,
     located in his chest.  The violet flowers are bumped
     and disarrayed by the violence which ensues.  Then
     the Baron turns smiling to Feyd as the SOUNDS
     continue to roar.

52A. through 52B.   (Deleted)

52C. EXT. ATREIDES SHIP - CALADAN - DAY

     A DRUM CORPS pounds out a powerful cadence in front
     of a water and cannon show as the Duke, Paul and
     Jessica mount the steel stairs to their ship.  In
     the doorway, they turn back for a final look.

     The Duke places a hand on Paul's shoulder.  We see
     the signet ring.  Jessica is there.  She tries to
     get Paul to look at her but he scowls and turns to
     his father.

                         JESSICA
                    (turning away)
                    (inner voice)
               I must not fear.  Fear is the mind-
               killer... the little death that brings
               total obliteration...

     The door of the spaceship closes.

53.  EXT. HEIGHLINER - SPACE

     3,415 Atreides ships are approaching the Guild
     Heighliner, which is staggeringly colossal.  The
     Atreides ships look like dots next to the sun.  The
     Duke's ship enters the frame and moves toward the
     Heighliner.

53A. through 54.    (Deleted)
--
55.  INT. ATREIDES SHIP - SPACE

     Paul, Jessica and Duke Leto look out the forward
     viewing glass as tiny lights move outside in the
     darkness. They hear and feel their ship stop with a
     huge, echoing, metallic jolt. They look at each
     other in the silence which follows.

                        DUKE LETO
               Soon they'll begin to fold space.

                          PAUL
                    (inner voice)
               Far off in the control rooms....
               Travelling without moving.

     They wait.

56.  (Deleted)

57.  INT. CONTROL ROOM - HEIGHLINER - SPACE

     We pass through electrical shields into a 2,000-foot
     high control room filled with orange spice gas. On
     the floor are large gratings covering an exhaust and
     filtering system. Tons of spice gas are being
     converted into the clouds of gas along a wall of
     machinery. From within a dark metal tunnel comes a
     Guild Navigator. He exits the tunnel and swims
     through the gas 1,000 feet to a six-dimensional
     layered miniature replica of the entire Universe.
     The Navigator emits a long piece of light from his
     mouth which travels to one edge of the Universe and
     changes into a likeness of the planet Caladan. The
     Navigator turns and emits another piece of light
     which travels to the opposite side of the Universe.
     It changes into a likeness of Arrakis. The Navigator
     begins to put his slender fingers in amongst the
     stars and he emits SOUNDS and bursts of light into
     the mass of stars and galaxies. The Universe begins
     to vibrate and elongate, then to curve. Electrical
     lightening traverses from Caladan to Arrakis as the
     Universe bends into a U-shape. Arrakis submerges
     deep into the light. The navigator swims to the
     point where Arrakis disappeared. He begins to pull
     and tear a hole in the Universe. Stars like sparks
     and SOUNDS and rings of light appear, along with a
     roaring WIND. The Navigator swims deep into this
     hole through the rings of light. The Navigator
     becomes more and more transparent, until he's lost
     in darkness. The sounds fade.
--
58. through 60.     (Deleted)

60A. EXT. HEIGHLINER - ABOVE ARRAKIS - SPACE

     Suddenly, the real planet Arrakis appears and the
     giant Heighliner materializes above it.

61. through 63A.    (Deleted)

63B.      EXT. ARRAKEEN - DAY

     Through a brownish-orange haze appears the dusty
     valley of Arrakeen.

64.  INT./EXT. THE ATREIDES SHIP - DAY ARRAKEEN

     The Atreides ship has landed at Arrakeen. The door
     is open - the family walk down the steps - DUKE LETO
     with his dog - PAUL and JESSICA.

64A. through 64C.   (Deleted)

65.  EXT. GROUNDS - ARRAKEEN PALACE - DAY

     ... clusters of troops standing at attention around
     the enormous dark, cool doorway as the Duke, Paul
     and Jessica enter the Palace.

65A. through 65B.   (Deleted)

65C. EXT. PALACE - ARRAKEEN - DAY

     The Atreides banner is raised on the top of the
     Palace.

66.  (Deleted)
--
67.  INT. MILITARY SUB-BASEMENT ROOM - ARRAKEEN PALACE -
DAY

     Atreides army soldiers milling, YELLING noisily.

68.  INT. PASSAGEWAY - ARRAKEEN PALACE - DAY.

     In a darkened passageway, fans turn, casting deep,
     slow-moving shadows. SOUNDS ECHO in the distance.

69.  INT. COMMUNICATIONS ROOM - ARRAKEEN PALACE - DAY

     A room of technicians and electronic gear. The
     SIGNALS are being heard and interpreted.

                   ATREIDES TECHNICIAN
               Harkonnens.

70.  EXT. BLACK ROCK - ARRAKEEN - DAY

     Far in the distance in deep black rock, Harkonnen
     spies move, carrying strange electronic equipment.

71.  (Deleted)

72.  INT. PASSAGEWAY - ARRAKEEN PALACE - DAY

     Thufir marches down a hallway with a squad of TROOPS
     with electronic gadgetry, LIGHTS and SOUNDS going
     constantly.

                         THUFIR
                    (into a radio microphone)
               Why isn't the shield up yet?

73.  INT. GENERATOR ROOM - ARRAKEEN PALACE - DAY

     Down in the basement, Atreides engineers are
     removing a complicated device from heavy machinery.
     A MAN radios back to Thufir.

                   ATREIDES RADIO MAN
               We found and removed another sabotage
               device. I think it will go up now.
--
     The engineers activate a series of atometric
     Holtzman generators. Suddenly SOUNDS begin. The
     machines start; at first low, then they WHINE
     upwards to a high pitch. When the pitch is steady, a
     series of levers are pulled.

74.  EXT. PALACE - ARRAKEEN - DAY

     Just after the second set of levers is pulled, a
     huge house shield is seen going up in a box shape,
     encompassing the Palace with SHIMMERING protection.

75.  EXT. WINDOW - ARRAKEEN PALACE - DAY

     From a small window, Thufir observes the shield with
     a critical eye.

                         THUFIR
                    (inner voice; worried)
               We found these sabotage devices too
               easily...

76.  INT. GREAT HALL - ARRAKEEN PALACE - DAY

     Two giant glowglobes drift into the Great Hall where
     Jessica and Dr. Yueh stand watching a giant bull's
     head is being hung above the massive fireplace. The
     MOVING TROOPS are unpacking crates and organizing
     furnishings. Jessica watches them. Distant SOUNDS
     reverberate inside an elaborate air vent beside
     them.

                        DR. YUEH
               Listen here.... You can here the people of
               Arrakeen outside.... Can you here the cry
               "Soo Soo Sook" of the water sellers?

                         JESSICA
               So many reminders of the scarcity of
               water.

                        DR. YUEH
               Have you noticed the line of palms along
               the wall... the Harkonnen put them in...
               to flaunt their water wealth in front of
               these people.... Each day those palms take
               enough water to sustain the life of one
               hundred men.

                         JESSICA
               The way you say Harkonnen... I didn't know
               you had so much reason to hate them.

                        DR. YUEH
                    (swiftly)
               My wife... you didn't know my wife...
               they...
--
                         JESSICA
                    (out loud)
               Forgive me...
                    (inner voice)
               ... His wife was Bene Gesserit too... the
               signs are al over him.... They must have
               killed here.

     Jessica sees a droplet of sweat break out on Yueh's
     cheek.

                        DR. YUEH
               I'm sorry I'm unable to talk about it.

     Above them a series of iron curtains begins to open
     over deep rock window slots, sending  narrow shafts
     of light down across the room. TWO ATREIDES WOMEN in
     uniform approach.

                    ATREIDES WOMAN #1
                    (referring to several robed figures
                    standing in the room)
               My lady... the local people... the maids
               and servants await your inspection. Hawat
               has cleared them.

     Dr. Yueh turns to Jessica.

                        DR. YUEH
               The Harkonnens may have tampered
               medically.... please wait.

     He turns a yellow light on a moves it over the
     crowd. The yellow light beam plays over the blue-
     within-blue eyes. One of the women, the Shadout
     Mapes, watches Jessica continuously. Yueh's hand
     shakes slightly.

                         JESSICA
                    (inner voice; noticing Yueh's hands)
               He's hiding something -- holding something
               back.
                    (She studies his face closely.)
               It's not just his wife... He's a good man
               though. He's probably trying to save my
               feelings...
                    (We see her mouth.)
               I could use The Voice... make him tell
               me... It would only shame him.
                    (We see her eyes.)
               I must place more trust in my friends.
                    (We see Yueh turn toward her,
                    fearful.)
--
77.  INT. PASSAGEWAY - ARRAKEEN PALACE - DAY

     Paul wanders through the darkened passageways alone,
     his footsteps echoing as goes. He takes pleasure
     observing the details of the rock Palace but all the
     while he feels an uneasiness -- a feeling of fear
     builds in him.

78.  INT. PAUL'S BEDROOM - ARRAKEEN PALACE - DAY

     Paul enters a small bedroom and sits down on the
     bed. He opens the filmbook, and activates it.

78A. INSERT - FILMBOOK

     We SEE a gigantic carryall lower down above a spice
     harvester and pick it up off the desert floor as a
     narrator speaks over.

                     NARRATOR (V.O.)
               One carryall handles four spice mining
               teams; however, it will fly only two
               harvesters at a time. Today, we have nine
               hundred and thirty harvesters and nine
               hundred and eighty-one carryalls....

78.  BACK TO SCENE

     Paul looks up. Across the room he sees a tray of
     small pastries which have been laid out. He goes to
     them and scans them with his poison detector, which
     he carries on his belt. A pleasant tone SOUNDS and
     the word "safe" appears in green light. Paul takes a
     pastry bites it and turns back towards the bed.
     Suddenly he stops. He looks at the pastry.

                          PAUL
                    (inner voice)
               Spice...

     As he continues eating he notices the sunlight
     through the slates over the window begins to GLOW
     white hot. Paul's eyes are intense as the light
     GLOWS brilliantly.

                      PAUL (CONT'D)
                    (whispering inner voice)
               Terrible purpose.... What is it?

78B. INSERT - RED DROPLETS

     Some red droplets appear rushing through the white
     light. Three images follow:

     MENTAL IMAGES:

79.  INT. CONTROL ROOM - EMPEROR'S PALACE - DAY

     A blurred Guild Navigator.
--
Page Missing
--
                      SHADOUT MAPES
               I am the Shadout Mapes... the housekeeper.

                          PAUL
               A Fremen... Could she be the operator?
               No...

                      SHADOUT MAPES
               I must cleanse the way between us.... You
               saved my life... and we  Fremen pay our
               debts. It's known to us that you've a
               traitor in your midst. Who it is we cannot
               say but we're certain of it.

                          PAUL
                    (inner voice)
               A traitor...

     Before he can speak the Shadout Mapes is gone --
     running off down the passageway. Jessica enters.

                      PAUL (CONT'D)
                    (looks to Jessica)
               There is a traitor among us.

80A. (Deleted)

81.  INT. PASSAGEWAY - ARRAKEEN PALACE - DAY

     Running TROOPS storm down the hallway with
     electronic gear and big stun guns.
--
82.  INT. PASSAGEWAY - ARRAKEEN PALACE - DAY

     Thufir walks quickly toward SEVERAL TROOPS.

                         THUFIR
               Set up a sonar probe immediately!

83.  INT. AUTOPSY ROOM - ARRAKEEN PALACE - DAY

     Dr. Yueh sticks his head out the doorway as SEVERAL
     TROOPERS run past.

84.  INT. OBSERVATION ROOM - ARRAKEEN PALACE - DAY

     Duke Leto is calling on a radio phone. GENERALS
     surround him, as well as Gurney.

                        DUKE LETO
                    (on phone)
               Thufir?... anything?... keep looking.
                    (Inner voice)
               ...and a traitor... God help us.

85.  INT. SUB-SUB-SUB-BASEMENT - ARRAKEEN PALACE - DAY

     TROOPS come off an elevator. The glow-span indicates
     the very bottom floor of 18 sub-floors. The ground
     is uneven rock and the ceiling is low. The troops
     fan out shining chemical lamps here and there. A
     soldier suddenly stops. Ahead in his light is a dead
     Harkonnen -- bloody vomit dried around his mouth. He
     lies beside an electronic device.

86.  INT. AUTOPSY ROOM - ARRAKEEN PALACE - DAY

     Dr. Yueh covers his face with his hands in a
     darkened room... sobbing.

86A. EXT. WALL - ARRAKEEN PALACE - NIGHT

     SEARCHLIGHTS sweep over the faces of City Fremen who
     are sitting or moving solemnly around the outer wall
     of the Palace. Some are chanting "Mahdi" and "Lisan
     al-Gaib." Others hold up one open hand as a sign
     they feel the messiah is near. A slow-moving spike-
     backed dog sucks ants up out of a small anthill; he
     snorts.

86B. INT. GREAT HALL - ARRAKEEN PALACE - NIGHT

     In the darkened Hall we can HEAR the distant sound
     of the Fremen reverberating.
--
87.  INT. OBSERVATION ROOM - ARRAKEEN PALACE - DAY

     Duke Leto sits with Paul, Thufir, EIGHT GENERALS and
     SIX SUB-LIEUTENANTS. The Duke's small dog wanders
     under the table and rests his head on the Duke's
     boot. In front of Thufir is a device FLASHING
     brilliant light bursts over his face. The others are
     all talking among themselves. Suddenly Thufir's face
     turns brilliant red (as red as his sapho-stained
     lips) and he begins speaking rapidly into the
     machine in code using a strained high voice.
--
                         THUFIR
                    (Mentat voice)
               Sector 6 - 80 -- copy the sixth -- the
               summit -- the eight the quadrant over the
               ninth plus eighty -- four circles -- weave
               the eighty and call the fourth copy --
               enter nine -- seven by seven a seven the
               seven call seven B seven -- enter the
               circles call the sixth copy the sixth over
               the summit.... eight.

     The machine FLASHES several bright irregular
     SIGNALS. Then it stops and HUMS. The blood leaves
     Thufir's face.

                     THUFIR (CONT'D)
                    (very fast and casually)
               Eight.... Thufir Hawat... Mentat... Master
               of Assassins.

     The hum stops. Thufir turns to Duke Leto. He looks
     up. Everyone is quiet now.

                     THUFIR (CONT'D)
               The Palace is now secure. The city of
               Arrakeen is under martial law... we have
               troops here headquartered underground on
               sub-floors six through ten. The rest of
               the troops are stationed in Arrakeen and
               we have some on the airfield. Our new army
               is still training, but everything is
               shielded.... With the shielding, we are
               impenetrable. Dr. Kynes is waiting, Sire,
               for your inspection of spice mining
               operations, but since the attempt of the
               young master, I am against your leaving
               the Palace.

                        DUKE LETO
                    (very angry)
               The attempt failed... Harkonnen captives
               have already been taken. We must crush the
               Harkonnen machine on Arrakis.... You all
               know what to do.
                    (Turning towards Gurney)
               ...Gurney! We desperately need more spice
               miners... many are threatening to leave on
               the next shuttle. We need spice drivers,
               weather scanners, dune men ... any with
               open sand experience. You must persuade
               them to enlist with us.
--
                         GURNEY
               They shall come all for violence: their
               faces shall sup as the east wind. And they
               shall gather the captivity of the sand.

                        DUKE LETO
                    (squints at Gurney)
               Very moving, Gurney. On your way... and
               take care of Dr. Kynes until Paul and I
               arrive. We will not be prisoners here in
               this place.

                         GURNEY
                    (artfully easing the Duke's anger)
               Behold as a wild ass in the desert go I
               forth to my work.

     Gurney strides off. Thufir sits, contemplating. Paul
     and Duke Leto smile at each other and shake their
     heads.

88.  INT. JESSICA'S CHAMBER - ARRAKEEN PALACE - DAY

     Jessica is sitting in a small room, smiling, reading
     a note. It reads "I miss you. Leto." She sets the
     note down. She begins to tremble. She becomes
     fearful. In her mind she SEES quick images:

     MENTAL IMAGES

89.  INT. CONTROL ROOM - HEIGHLINER

     A blurred Guild Navigator.

89A. INT. MAKER ROOM - SEITCH TABR - NIGHT

     Paul dead on a stone floor.

89B. EXT. ARRAKEEN PALACE - NIGHT

     Fire burning.

90.  INT. JESSICA'S CHAMBER - ARRAKEEN PALACE - DAY

     Jessica continues to tremble.

                         JESSICA
                    (inner voice)
               I must speak with you Leto!
--
91.  INT. PASSAGEWAY - ARRAKEEN PALACE - DAY

     Outside in the passageway, feet suddenly move
     quietly toward the door to Jessica's room.

92.  INT. JESSICA'S CHAMBER - ARRAKEEN PALACE - DAY

     Jessica HEARS this and looks up just as the Shadout
     Mapes silently enters her room.

                         JESSICA
                    (staring at the blue-eyed woman --
                    waiting for possible danger.)
               Yes?

                      SHADOUT MAPES
               I am the Shadout Mapes, your housekeeper,
               Noble Born. What are your orders.

                         JESSICA
               You may refer to me as "my lady." I am not
               noble born. I'm the bound concubine of
               Duke Leto -- mother of the heir
               designate.... "Shadout"... that's an
               ancient word.

                          MAPES
                    (strangely asked)
               You know the ancient tongues?

                         JESSICA
               I know the Bhotani Jib and Chakobsa, all
               the hunting languages.

                          MAPES
               As the legend says.

                         JESSICA
                    (inner voice)
               That's it! The Missionaria Protectiva has
               been here planting protective legends
               against a day of Bene Gesserit need. And
               that day has come. I must play out this
               sham.
                    (out loud)
               I know the Dark things and the way of the
               Great Mother. Miseces prejin.

     Mapes takes a step backward to flee.

                    JESSICA (CONT'D)
               I know many things. I know you came
               prepared for violence with a weapon in
               your bodice.
--
                          MAPES
               My lady, I... the weapon was sent as a
               gift if you should prove to be the one.

                         JESSICA
               And the means of my death should I prove
               otherwise.
                    (inner voice)
               Now we will see which way the decision
               tips.

     Slowly Mapes reaches into her dress and brings out a
     sheathed knife. She unleashes it.

                          MAPES
               Do you know this my lady?

                         JESSICA
                    (inner voice)
               It could only be one thing....
                    (out loud)
               It's a crysknife.

                          MAPES
               Say it not lightly...
                    (very slowly)
               Do you know its meaning?

                         JESSICA
                    (inner voice)
               Here is why this Fremen has taken service
               with me, to ask that one question. Delay
               is as dangerous as the wrong answer.
               Shadout is Chakobsa... knife, in Chakobsa
               is... maker of death.
                    (out loud)
               It's a maker...

     Mapes SCREAMS with elation and grief.

                    JESSICA (CONT'D)
                    (inner voice)
               Maker?... Maker is the key word... the
               tooth of the worm? That was close...
                    (out loud)
               Did you think that I, knowing the
               mysteries of the Great Mother, would not
               know the maker?

                          MAPES
               My lady, when one has lived with prophecy
               for so long, the moment of revelation is a
               shock.

     Mapes sheathes the blade... slowly
--
                         JESSICA
                    (inner voice)
               There's more here... yes!
                    (out loud)
               Mapes, you've sheathed that blade
               unblooded.

     With a GASP Mapes drops the knife into Jessica's
     hands and opens her blouse.

                          MAPES
               Take the water of my life!

     Jessica withdraws the knife from the sheath and,
     with the blade, scratches a line just above Mapes'
     right breast.

                     MAPES (CONT'D)
               You are ours.... You are the one.

     Jessica's eyes stare ahead. She knows these words
     ring with truth.

93.  INT. TUNNEL - OBSERVATION ROOM - ARRAKEEN PALACE -
DAY

     The Duke, Paul and SEVERAL ARMED GUARDS enter a
     tunnel to a `thopter landing pad which is
     illuminated by a shaft of light coming from a
     chimney-like exit above. DR. KYNES and his Fremen
     guard are standing next to Gurney.

                          KYNES
                    (to Gurney)
               So, this is Leto the Just...

                         GURNEY
                    (sharply)
               I hope I made myself clear. You may call
               him "The Duke," "My lord," or "Sire." And
               there is a more ancient term you might
               keep in mind -- "Noble Born."

                          KYNES
                    (inner voice)
               Play out your little comedy while you can
               off-worlders...

     Gurney turns and activates a device...

93A. INSERT - ORNITHOPTER OPENING

     ...which causes the ornithopter behind to fold open
     ready for flight.
--
93B. INT. TUNNEL - OBSERVATION ROOM - ARRAKEEN PALACE -
DAY

     The two parties meet and are introduced.

                        DUKE LETO
               So you are Dr. Kynes, the Imperial
               Ecologist?

                          KYNES
                    (turning to Gurney)
               I prefer the more ancient term,
               planetologist... Noble Born.

                        DUKE LETO
               This is my son, Paul.

                          PAUL
               Are you a Fremen?

                          KYNES
               I am a servant of the His Majesty the
               Emperor. I have served His Majesty on
               Arrakis long enough for my eyes to change.

                          PAUL
                    (inner voice)
               He's hiding something.

                        DUKE LETO
               I understand we have you to thank for
               these stillsuits, Doctor.

                          KYNES
               They are Fremen suits. I hope they fit
               well, my lord.

                          PAUL
               "Your gift is a blessing of the river."

     Kynes' FREMEN GUARDS, hearing this are siezed with
     agitation. Kynes QUIETS them, then studies Paul.

                          KYNES
                    (inner voice)
               The Mahdi will greet you with holy words
               and your gifts will be a blessing.
                    (spoken, nonchalantly)
               Most of the desert natives here are a
               superstitious lot. They mean no harm. With
               your permission, I will check the security
               of your suits.

     Gurney and the guard move forward warily.

                         GURNEY
                    (angrily)
               The Duke is to be addresses as...
--
     Kynes comes forward and adjusts the Duke's suit,
     checking seals and pulling on straps.

                          KYNES
               Basically...

                         GURNEY
                    (leaping forward to protect his Duke)
               Sire!

                        DUKE LETO
               It's all right Gurney.

     Gurney steps back.

                         GURNEY
               Yes, Sire.

                          KYNES
               It's a high-efficiency filter and heat
               exchange system. Perspiration passes
               through the first layer and is gathered in
               the second. The salt is separated.
               Breathing and walking provide the pumping
               action. The reclaimed water circulates to
               catchpockets from which you can drink
               through this tube at your neck. Urine and
               feces are processed in the thigh pads.
               Should you be in the open desert, remember
               to breathe in through your mouth, out
               through the nose tubes.

     The Duke is now properly fitted. Kynes places the
     noseplug into his nose.

                     KYNES (CONT'D)
               With a Fremen suit in good working order,
               one can sustain life for weeks, even in
               the deep desert.

     He removes the noseplug.

                        DUKE LETO
               My thanks.

                          KYNES
               With your permission...

     Kynes turns to Paul, running his hands over the
     slick fabric. He stands back with a puzzled
     expression.
--
                          KYNES
               You've worn a stillsuit before?

                          PAUL
               No.

                          KYNES
     Your suit is fitted desert fashion. Who told you how
     to do that?

                          PAUL
               No one. It... seemed the proper way.

                          KYNES
               That it is.
                    (inner voice)
               He shall know your ways as if born to
               them.

     Kyne's Fremen guard are watching Paul very closely
     now.

                         GURNEY
               We're wasting time, Sire.

     Duke Leto, Dr. Kynes, Gurney and Paul enter the
     ornithopter...

88. Through 89B.    (Deleted)

90.  INT. JESSICA'S CHAMBER - ARRAKEEN PALACE - DAY

     Jessica trembles.

                         JESSICA
                    (inner voice)
               I must speak with you Leto!

91. Through 92.          (Deleted)

93C. EXT. ATREIDES ORNITHOPTER - TUNNEL - ARRAKEEN PALACE
- DAY

     ...and the thopter turns slowly as it goes up into
     the light.

93D. (Deleted)
--
93E. EXT. ATREIDES ORNITHOPTER - DAY

     From outside the Palace's atomic shield we see the
     blur of the ornithopter pass through a porthole and
     come out perfect like a gleaming jewel.

93F. Through 94.    (Deleted)

94A. INT. ATREIDES ORNITHOPTER - DAY

                          KYNES
               Southeast over the Shield Wall. That's
               where I told your sandmaster to
               concentrate his harvesting.

95.  EXT. ATREIDES ORNITHOPTER - DAY

     They crest the top of the wall which opens out into
     a black, level expanse of rock, cratered and
     fractured. On the other side is the huge, seemingly
     endless plain of sand, the Great Desert. In the hazy
     distance, flashes of light can be seen.

96.  INT. ATREIDES ORNITHOPTER - DAY

                          PAUL
               Will we see a worm?

                          KYNES
               Where there is spice and spice mining
               there are always worms.

                          PAUL
               Always?

                          KYNES
               Always.

                          PAUL
               Why do they come?

                          KYNES
               To protect their territory. Vibrations
               attract them.
--
                          PAUL
                    (inner voice)
               I've registered him now... a knife is a
               sheath on his left arm... He's strong... a
               person born to command... He's hiding many
               things.
                    (out loud, suddenly)
               Is there a relationship between the worms
               and the spice?

     Kynes turns instantly and stares at Paul. Gurney
     sees the wonder in Kynes' eyes.

                         GURNEY
               The young master is a trained Mentat, an
               advanced student of Prana Bindu has
               studied under some of the finest teachers
               in the Universe.

     Kynes takes a second look at young Paul.

                          KYNES
               As I said... they defend the spice sands.
               As to their relationship with the spice...
               who knows.

97. Through 97A.    (Deleted)

98.  INT. ATREIDES ORNITHOPTER - DAY

                         GURNEY
               Dust cloud ahead, Sire.

                          KYNES
               That's it... spice mining... no other
               cloud quite like it. See the spotters over
               it? They're watching for wormsign... the
               telltale sand waves. Seismic probes on the
               surface, too Sire... worms can travel too
               deep for their waves to show... Looks like
               a good patch of spice.

                        DUKE LETO
               Wormsign? Is it wormsign?
--
                          KYNES
               Yes!... worm. Big one! You've got sharp
               eyes Sire.... May I?

     Kynes grabs the microphone and dials in the correct
     frequency.

98A. through 99.    (Deleted)

100. INT. ATREIDES ORNITHOPTER

     From the window, we see that the sand below is
     rippling, like water with a big fish just under the
     surface.

                          KYNES
                    (into radio, after having found the
                    frequency)
               Calling Harvester Pad Nine. Wormsign!

          STATIC... then a voice.

                          VOICE
                    (over radio)
               Who calls Pad Nine?

                         GURNEY
                    (quickly)
               Don't mention the Duke... This is an
               uncoded channel.

                          KYNES
               Unlisted flight northeast of you...
               wormsign on intercept course... estimated
               contact fifteen minutes.

                          VOICE
                    (over radio)
               Have sighting confirmed. Stand by for fix.
               Contact in sixteen minutes minus. Very
               precise estimate. Who is on that unlisted
               flight?

     Kynes clicks off the radio.

                        DUKE LETO
               What happens now?

                          KYNES
               The carryall will come and lift off the
               spice harvester. Try and get in close over
               the harvester... you'll find this
               interesting Sire.
--
     The Duke accelerates the ornithopter in the
     direction of the harvester. Paul can SEE...

101. EXT. HARVESTER - DESERT - DAY

     ...huge amounts of sand being spewn out of the
     gigantic stack atop the metal and plasteel
     harvester.

102. INT. ATREIDES ORNITHOPTER - DAY

                          KYNES
               They'll work until the very last minute.

     The yellow cloud of the harvester envelops them. The
     Duke flies up to get a closer look.

                          VOICE
                    (over radio)
               Spotter control... no sign of the
               carryall... it isn't answering.

     Everyone looks at one another.

                         GURNEY
               The worm is eight minutes away, Sire.

                          VOICE
                    (over radio)
               Spotter control -- give me a report by the
               numbers.

     Over the radio MANY VOICES report they have no
     contact with the carryall.

                        DUKE LETO
               Damn it... Harkonnens.

     He punches a control button and grabs a microphone.

                   DUKE LETO (CONT'D)
                    (into microphone)
               We are coming down to take you off the
               harvester... All spotters are ordered to
               comply.

                          VOICE
                    (over radio)
               Ordered by whom?
--
                        DUKE LETO
                    (angrily)
               Duke Leto Atreides....

     Gurney and Paul turn to each other, worried.

                          VOICE
                    (over radio)
               Yes... yes, Sire!

                        DUKE LETO
               How many men do you have?

                          VOICE
                    (over radio)
               Full crew -- twenty-six men -- but Sire,
               we can't leave this spice...

                        DUKE LETO
               Damn the spice! Get out of there.

103. EXT. HARVESTER - DESERT - DAY

     All the spotters begin landing and the Duke descends
     directly in front of the harvester which has stopped
     mining yet emits a tremendous rythmic GRINDING
     noise. No one is coming out.

104. INT./EXT. ATREIDES ORNITHOPTER/DESERT - DAY

     Gurney nervously scans the sky for enemy ships. A
     very low, powerful SOUND starts now and the ground
     begins to shake.

105. EXT. HARVESTER - DESERT - DAY

     A hatch opens and MEN come pouring out.

106. INT. ATREIDES ORNITHOPTER - DESERT - DAY

                        DUKE LETO
                    (yelling at the men)
               Two men in each of the spotters... You!...
               over here... run!!

     The ground is really shaking now.  A tremendous low
     THUNDERING sound grows along with a high rasping
     HISS.

                          KYNES
                    (to Paul and Gurney -- yelling over
                    the noise)
               I can't see him yet but he's very close...
--
                        DUKE LETO
                    (out loud to himself as he watches
                    the men scrambling)
               Damn sloppy -- really damn sloppy.

     FOUR MEN begin tumbling into the Duke's machine.

                         GURNEY
               Come on boys... come on.
                    (Then, to the Duke)
               We're going to be heavy, Sire.

     The men press on Gurney and Paul.  Paul can feel the
     fear. The sound is a horrible ROAR and deeper
     RUMBLING now and the `thopter is vibrating and
     shaking violently.  The air suddenly begins to SPARK
     with static electricity.

                          KYNES
                    (nervous)
               Here he is... We've got to go.

     The Duke closes the doorways, surveys the area one
     last time, then takes the controls.

106A.     INT. ATREIDES ORNITHOPTER - DAY

     The ship strains and lifts off -- slowly.

     Paul sees the brown powder clumped on the suits of
     the men... their bluish eyes.  He smells the spice.
     He begins to feel its affect.

                          PAUL
                    (inner voice as a blinding light
                    comes and goes)
               Spice!... pure un-refined spice!

                          KYNES
                    (murmuring)
               Bless the Maker and his water... Bless the
               coming and going of him.  May his passage
               cleanse the world.

                        DUKE LETO
                    (yelling)
               What's that you're saying?

                          KYNES
               Nothing.

     A spice miner turns and sees Kynes, who remains
     silent.
--
                     SPICE MINER #1
                    (astonished)
               Liet!

                     SPICE MINER #2
               Shhhhh.

     Paul hears this, then looks to Kynes -- locks on his
     image.

                          PAUL
                    (inner voice)
               Liet?

                          KYNES
                    (pointing down and yelling)
               You are about to witness something few
               have seen -- watch!  Watch!

     Paul looks down as the Duke banks over the
     harvester.

107. EXT. HARVESTER - DESERT - DAY

Static electricity is IGNITING in the air and the sand is
swirling around the harvester.  Then they see it.  A wide
hole emerges from the sand, glistening spokes within it.
The hole is twice the size of the harvester.  Suddenly
the machine turns and slides into the hole, parts of it
EXPLODING.  The SOUND is deafening.  The Duke's ship is
WHINING to stay aloft.

108. INT. ATREIDES ORNITHOPTER - DAY

                         GURNEY
               Gods, what a monster.

                        DUKE LETO
               Someone is going to pay for this... I
               promise.

                          KYNES
                    (inner voice -- as he studies the
                    Duke)
               This Duke is more concerned over his men
               than the spice!  I must admit... against
               all better judgement... I like this Duke.

                                        FADE TO:

109. through 113B.  (Deleted)
--
114. INT. OBSERVATION ROOM - ARRAKEEN PALACE - NIGHT

     Duke Leto walks into the room.  The NIGHT GUARD
     comes to attention as he passes.  DUNCAN IDAHO,
     wearing a dark, dusty stillsuit, emerges from the
     shadows.  DUKE LETO and DUNCAN meet at the foot of
     the steps.  The men embrace and separate.

                        DUKE LETO
                    (happily)
               Duncan!  What have you discovered about
               the Fremen, Duncan -- tell me.  Why
               haven't we heard from you?

                         DUNCAN
               My lord... I suspect so much.  I think
               they are the allies we seek... they are
               strong and fierce... they do not give
               their loyalty easily or quickly....  As
               you know, the Imperium has never been able
               to take a census of the Fremen.  Everyone
               thinks that there are but few -- wandering
               here and there in the desert.... My lord,
               I suspect an incredible secret has been
               kept on this planet... that the Fremen
               exist in vast numbers... vast numbers...
               and it is they that control Arrakis.

115. through 116.   (Deleted)

116A.     NEW SCENE - SHADOUT MAPES ALONG PASSAGE

117. INT. PAUL'S SUB-BASEMENT ROOM - ARRAKEEN PALACE -
NIGHT

                    DUKE LETO'S VOICE
               Guard.  Open the door.

     Paul is in a fitful sleep.  Leto enters and smiles
     at his son.

                        DUKE LETO
               Sleep well... my son.

     The Duke smiles at Paul then leaves the room, but
     after he goes, Paul strains with all his might to
     lift himself to call out.

                          PAUL
                    (struggling painfully)
               Father!... father... drugged...
--
122. INT. BARON'S QUARTERS - HARKONNEN SHIP - NIGHT

     The BARON's face --  expressionless.  The SOUND of
     his ship screams in the background.  The DOCTOR is
     seated beside him.

118  INT. SUB-BASEMENT PASSAGEWAY - ARRAKEEN PALACE -
NIGHT

     The Duke walks down the steps to a very narrow
     passageway.  The passageway becomes very dark.

     Suddenly the Duke hears a strange MEWLING sound.  He
     turns down an even darker passageway.  He can hear
     the shield WHINING in the distance.  He almost has
     to feel his way.  Up ahead he sees a shape.  He
     bends down and sees the SHADOUT MAPES dying on the
     cold stone floor in the darkness.  She tries to
     speak but cannot.  She falls.  Suddenly the Duke
     HEARS the shield generator start whining down.

                        DUKE LETO
               What happened?  What?
                    (as Mapes dies)
               The shield!

     The Duke reaches to activate his shield be a large
     dart is shot into his shoulder.  The Duke lurches
     upwards then tumbles to the ground.  Out of the
     darkness comes Dr. Yueh.  The dart drops and
     CLATTERS as if a dream.

                   DUKE LETO (CONT'D)
                    (mind racing -- struggling)
               Yueh!
                    (inner voice)
               He's sabotaged the house generators, we're
               wide open.

                          YUEH
                    (with self-disgust)
               I've brought House Atreides down.  I've
               destroyed the new army's weirding modules.

                        DUKE LETO
                    (hoarse whisper)
               ... Why?

     The generator WHINES lower and lower
--
                          YUEH
               I wish to kill a man... not you, my dear
               Duke, but the Baron....  You were dead
               already... but you will be close to the
               Baron before you die.  You will be tied
               and drugged but you can still attack.
               When you see the Baron you will have a new
               poison tooth.  He will want you close so
               he can gloat over you.  One bite on this
               tooth and a strong exile...

                        DUKE LETO
               Refuse...

                          YUEH
               No! -- You mustn't... for in return I will
               save the lives of your Paul and Jessica.

     Yueh removes the Duke's signet ring and shows it to
     him.

                      YUEH (CONT'D)
               For Paul...

     He implants the tooth.

     Yueh becomes more and more blurred.  His image
     begins to fade.  His lips move in the darkness.  The
     generator WHINE is low and going lower and lower.

                      YUEH (CONT'D)
               When you see the Baron, remember the
               tooth!  The tooth!

119. (Deleted)

119A.     INT. COMMUNICATIONS ROOM - ARRAKEEN PALACE -
NIGHT

     ATREIDES GUARD #1 comes running down the steps and
     up to the CAPTAIN and a TECHNICIAN.

                    ATREIDES GUARD #1
               The shield is down!  The shield is down!

                 ATREIDES GUARD CAPTAIN
               Harkonnen...
                    (turns and shouts)
               Get that shield up!
--
119B.     EXT. LANDING FIELD - ARRAKEEN - NIGHT

     A warning TONE begins.  TROOPS begin pouring onto
     the field.

119C.     EXT. ROCK - LANDING FIELD - ARRAKEEN - NIGHT

     Troops race toward their ships.

119D.     (Deleted)

119E.     INT. GUARD HOUSE - ARRAKEEN PALACE - NIGHT

                     ATREIDES GUARD
               The shield!  The shield!

120. INT. PASSAGEWAY - ARRAKEEN PALACE - NIGHT

     A loud warning TONE vibrates.  Thufir turns away
     from the doorway of a small room where he's
     horrified to SEE...

120A.     INSERT

     ... a chemical FIRE consuming the thousands of
     Atreides weirding modules.

121. through 121A.  (Deleted)

123. EXT. PALACE - ARRAKEEN - NIGHT

     A thousand Harkonnen ships dive over Arrakeen and
     the Palace.  Giant deep thunderous EXPLOSIONS
     shatter the land.  Billowing SMOKE clouds column
     upwards, forming a black wriggling death curtain
     around the Palace.

124. INT. PASSAGEWAY - ARRAKEEN PALACE - NIGHT

     Troops are running through the passageway, right and
     left.  SMOKE is everywhere and the horrible SOUNDS
     of the explosions continue.  The SOUNDS of stone
     crunching, shifting, and breaking.  SCREAMS.  A wall
     of stone suddenly cracks open.  A burst of air and
     dust shoots out, HISSING.  The Duke's dog runs
     through the passageway WHINING with fear.
--
125. (Deleted)

125A.     EXT. HARKONNEN SHIP - LANDING FIELD - ARRAKEEN
- NIGHT

     Sardaukar rush out of a Harkonnen ship.  Their
     electrically distorted faces come screaming toward
     us.

125B.     (Deleted)

126. EXT. LANDING FIELD - ARRAKEEN - NIGHT

     Harkonnen hammer ships thunder the ground, sending
     cracks and fissures throughout the landing field.
     Harkonnen scare SIRENS scream.

126A.     EXT. HAMMER SHIPS - ARRAKEEN - NIGHT

     Atreides soldiers run from the hammer ships.

129. EXT. GROUNDS - ARRAKEEN PALACE - NIGHT

     FIRE and SMOKE.  SCREAMS.  An ATREIDES SOLDIER's
     head is hit with a large white hot piece of
     explosion.  Through the black smoke, large SARDAUKAR
     chase after THREE SOLDIERS and them with hydraulic
     knife-guns.  One blade enters the back of one man's
     head and comes out his nose.  Tremendous NOISE of
     battle.  Gurney and a squad of TROOPERS climb
     through bodies and thick smoke.  Gurney has the
     Duke's dog safely inside his coat.  The little dog's
     head sticks out -- looking about.  Gurney strokes
     the dog's neck when the reach safety behind some
     rock.  Small glimpses, as the smoke moves this way
     or that, let them see thousands of Sardaukar
     fighting.

                         GURNEY
               LONG LIVE DUKE LETO!

                        TROOPERS
               Long live Duke Leto!

     The CRY from the men rings out as they attack with
     frenzy equalling that of the Sardaukar.

127. INT. AUTOPSY ROOM - ARRAKEEN PALACE - NIGHT

     The distant HAMMERING of the Harkonnen hammer ship.
     Jessica's eyes open and she sees two big boots but
     they seem to be floating above the stone floor she
     is lying on.  She is gagged and tied.  She looks up.
     She sees the huge Baron Harkonnen staring down at
     her.  In the distance she HEARS the battle raging.
--
                          BARON
               The drug was timed.  Dr. Yueh has been
               very valuable to us....  What a pity you
               must remain gagged.  We can't let
               ourselves be swayed by your witch's Voice,
               now, can we?

                         JESSICA
                    (inner voice)
               Leto... where are you?

86.  INT. A ROOM - ARRAKEEN PALACE - DAY

     Dr. Yueh covers his face with his hands in a
     darkened room... sobbing.

127. BACK TO SCENE

     The Baron floats across the room with suspensor-
     borne lightness.

                          BARON
               Goodbye, Jessica and goodbye to your sweet
               son....  I want to spit once on your
               head... just some spittle on your face --
               what a luxury.

     He spits on her cheek.  The Baron floats out of the
     room into the passageway.

                     BARON (CONT'D)
               We were ordered to kill them... so kill
               them.

129. BACK TO SCENE - BATTLE

127. BACK TO SCENE

                          NEFUD
               What are your orders, Piter?

                          PITER
               Take them to the desert, as the traitor
               suggested and worms will destroy the
               evidence.  Their bodies must never be
               found.
--
129. BACK TO SCENE - BATTLE

127. BACK TO SCENE

                          PITER
                    (whispering to Jessica, rubbing the
                    spittle around on her face with his
                    hand, delicately)
               I'd thought of many pleasures with you.
               It is perhaps better that you die in the
               innards of a worm.  Desire clouds my
               reason....  That is not good... that is
               bad.

129. BACK TO SCENE

128. INT. SUB-BASEMENT PASSAGEWAY - ARRAKEEN PALACE -
NIGHT - SHIELD
     EFFECT

     Duncan Idaho kills a Sardaukar soldier and rushes
     forward frantically.  His eyes blaze intensely.  He
     yells out to the other Atreides soldiers.

                         DUNCAN
               They're on this floor somewhere....

     The soldiers disappear, searching in another
     direction.  Duncan runs, pounding, down the
     passageway -- his eyes searching in every doorway.
     Suddenly twelve huge Sardaukar round a corner on a
     quick march.  Duncan turns his shield up and charges
     them.  Behind them he sees Paul and Jessica bound in
     straps and being carried.

     Duncan attacks and fights valiantly but he is
     outnumbered.  In the fight the lights are blown out
     and Duncan is killed by a slow stunner pellet
     through the head.  Paul strains to help.

                          PAUL
                    (seeing Duncan)
               Duncan!!  Duncan!!

     Paul and Jessica are carried off, quickly, through
     the darkness.  The battle SOUNDS thundering.
--
128A.     DUNCAN'S BODY - INT. SUB-BASEMENT PASSAGEWAY -
ARRAKEEN PALACE
     - NIGHT - SHIELD EFFECT

     Duncan's dead, shielded body slides sparking in the
     dark against the passageway walls.

129. BACK TO SCENE - BATTLE - RABBAN ON BRIDGE

131C.     (Deleted)

132. EXT. PALACE - ARRAKEEN - NIGHT

     FIRE and SMOKE.

133. INT. OBSERVATION ROOM - ARRAKEEN PALACE - NIGHT

     The Baron's face, the light of FIRE and EXPLOSIONS
     playing over it.  The Baron turns as Piter ushers in
     the traitor Yueh.

                          BARON
                    (to Yueh - quietly)
               You wish now to join your wife, is that
               it, traitor?

     A sudden flash of hope crosses Yueh's face.

                          YUEH
               She lives?

     The Baron smiles, almost sympathetically.

                          BARON
               You wish to join her... join her, then.

     Piter moves to Yueh, a knife glistening in his hand.
     It flashes into his back.  A GASP escapes Yueh's
     throat, a sad look passing over his face, as if to
     say "I thought as much."  He stands stiffly, then
     falls gasping.  He tastes his own blood, then dies.

                          BARON
               Take him away.

144. EXT. GROUNDS - ARRAKEEN PALACE - NIGHT

     Black smoke palms.
--
145. EXT. LANDING FIELD - ARRAKEEN PALACE - NIGHT

     Rabban strides in front of his uncle's ship,
     carrying Kynes over his shoulder.  Harkonnen and
     Sardaukar SOLDIERS stand at attention.  Rabban tears
     off Kynes' stillsuit. Kynes falls.

                         RABBAN
               He was in the Palace with the Atreides...
               I also say he was a spy for the Emperor.
                    (looking up to the troops)
               Go now!  Take him to his desert to die.
               Go!

129A.     EXT. HARKONNEN ORNITHOPTER - NIGHT

     The small `thopter climbs toward the Shield Wall
     through a SMOKEY atmosphere illuminated by distant
     EXPLOSIONS.

130. INT. HARKONNEN ORNITHOPTER - NIGHT

                         JESSICA
                    (inner voice)
               Yueh's sign.  He's left a satchell.

     Jessica and Paul, bound by cabin straps, lie in the
     back, the two guards at the controls.  Outside,
     `thopters and ships fly past them toward the city.
     The distant FIRES play over Jessica's face as she
     sees Yueh's triangular tattoo scratched in the cabin
     roof.

                   HARKONNEN GUARD #1
               I'd like to have some fun before we kill
               her.

                   HARKONNEN GUARD #2
                    (laughing)
               Of course... what did you think?

     Jessica looks to Paul.

                          PAUL
                    (struggling to use The Voice)
               Don't touch my mother...

                         JESSICA
                    (inner voice)
               Oh great mother!  He's trying the voice.
               The Reverend Mother said it could save
               him.

                   HARKONNEN GUARD #1
               Did you hear a noise from the little one?
--
                   HARKONNEN GUARD #2
               I didn't hear anything.

                   HARKONNEN GUARD #1
               No?

                   HARKONNEN GUARD #2
               No.

     He turns and hits Paul in the shoulder with a
     stungun.  Paul recovers and starts taking long,
     calming breaths.

                         JESSICA
                    (inner voice)
               The calming exercise.

                   HARKONNEN GUARD #1
               The little one!
                    (they laugh)

     Suddenly, Guard #1 reaches around and puts his hand
     up Jessica's skirt.  He starts breathing hard.  Paul
     clears his throat.

                          PAUL
                    (using The Voice)
               Remove her gag!

                         JESSICA
                    (inner voice)
               Excellent!

     Guard #1 finds himself removing Jessica's gag.
     Guard #2 turns away from his controls but seems
     powerless to stop him.  Once, it's off Jessica
     smiles seductively and writhes on the `thopter
     floor.

                    JESSICA (CONT'D)
                    (The Voice)
               There's no need to fight over me.

     The two men stare at one another a moment.  Then
     Guard #1's hand, glinting silver, flashes into Guard
     #2's chest, killing him.  Guard #1 pulls the knife
     out, smiling.  The ornithopter begins to veer off
     into a dangerous nose dive.

                   HARKONNEN GUARD #1
               Now?

                         JESSICA
                    (The Voice)
               First cut my son's bonds.
--
     Guard #1 slowly cuts Paul's big straps, never taking
     his eyes off Jessica.  The ornithopter gets closer
     and closer to the top jagged surface of the Shield
     Wall.

                    JESSICA (CONT'D)
                    (The Voice)
               That's it.

     The blade cuts through the strap holding Paul's
     legs.  Paul kicks upwards extremely powerfully and
     his foot breaks through the man's chest cavity and
     drives his heart up into his head, spewing blood out
     the man's mouth.  Paul grabs the controls but it's
     too late.  The ship falls into the rock.

130A.     EXT. HARKONNEN ORNITHOPTER - DESERT - NIGHT

     The `thopter slides across the rock, shearing off a
     wing.  Suddenly they are beyond the rock three miles
     above the great desert and plummeting fast toward
     the dunes below.

130. BACK TO SCENE

     Paul pulls desperately on the controls and manages
     to keep the ship aloft and flying into the deep
     desert.

                         JESSICA
               Oh, my God!

131. through 131A.  (Deleted)

131B.     EXT. PALACE - ARRAKEEN - NIGHT

     CU violently burning palm.

133. BACK TO SCENE

     Nefud exits - TWO HARKONNENS wheel in the stretcher,
     and swing it round - one of the GUARDS hands Piter
     his knife back - the Guards exit and the door closes
     - Piter moves up to Duke Leto and leans over him
     moving his knife across the Duke's face.

     The Baron flies down to the stretcher.

                          BARON
               Duke Leto Atreides.  Someone's torn the
               insignia off your uniform.  Such
               carelessness.

     Leto shows no sign that he has heard.
--
                          PITER
               It was Feyd.

     Leto's POV:  The Baron and his Mentat are only DIM
     FARAWAY SHAPES.  Their voices reach Leto as if
     travelling across a greater distance.  The Baron
     looks to Leto and then moves to him, looking him
     over.

                          BARON
               It was Feyd?
                    (laughing)
               It was Feyd!  Where is the ducal signet
               ring?  I must have his ring.

                          PITER
               The ring?... he was brought to us as is,
               Baron.  I...

                          BARON
               You killed the doctor too soon, you fool!

                        DUKE LETO
                    (inner voice)
               Yueh... Yueh... dead... Paul and Jessica
               safe... the tooth!

                          PITER
               He's coming round, my Lord.

     The Baron moves from behind a table stacked with
     dirty dishes and foodstuffs and goes to Leto.

                        DUKE LETO
                    (inner voice)
               Wait... he must be near...

                          BARON
               Where is your ring?

     The Baron's face is now very close to Duke Leto's.

                     BARON (CONT'D)
               You do not answer!

                        DUKE LETO
                    (very faint)
               A... little... closer....  The... water...
               of my life... for Paul.

     The Baron briefly wonders at these words and then
     turns to Piter.
--
                          BARON
               He's crying!
                    (he hits Duke Leto)
               He's crying!  He's crying, Piter.  What
               does he mean?

     Piter moves forward.  The Baron sees a suculent
     piece of chicken skin on the table.  He picks up the
     plate, then the chicken skin.

     Leto's POV:  It's grown HAZY again.  The Baron is
     beginning to move away, reaching for the small piece
     of chicken skin.  Piter leans close to Leto.

                        DUKE LETO
               Now!

     We hear a CRUNCH, hear a tumultuous RUSHING SOUND as
     Piter's face is pushed forcibly away.  The Baron is
     turning, a dumbfounded look on his face.  He drops
     the plate, and backs away.

     There is a tremendous ROARING.  Bits of visions of
     Caladan rush through Leto's ever-darkening
     consciousness --

     MENTAL IMAGES:

134. through 134A.  (Deleted)

134B.     EXT. CLIFF WALL - CALADAN - DAY

     The Atreides banner, the green of it, then the
     black.  The blackness flaps; then all fades to
     SILENCE.

135. INT. HARKONNEN ORNITHOPTER - NIGHT

     As they fly deeper into the desert with the ship
     shuddering and straining, Jessica suddenly cries out
     with tremendous premonition and fear.

                         JESSICA
               Leto!  Leto!

     Tears course down her cheeks as Paul turns to her.

                    JESSICA (CONT'D)
                    (to Paul)
               Leto!  He's dead!  He's dead...
--
                          PAUL
               I know
                    (inner voice)
               I have NO FEELINGS!!  Why?

136. INT. OBSERVATION ROOM - ARRAKEEN PALACE - NIGHT

     Duke Leto and Piter lie dead.

137. INT. ARRAKEEN PALACE - NIGHT

     The Baron floats near the ceiling in a small
     passageway.  He is ecstatic.

                          BARON
                    (screaming)
               I'm alive!!!  I'm alive!!!

137A.     INT. HARKONNEN `THOPTER - NIGHT

     Paul is fighting the controls of the Harkonnen
     `thopter.

137B.     CLEAN POV

     Harkonnen `thopter lights on dunes.

137A.     BACK TO SCENE

                          PAUL
               I can't maintain any altitude... we'll
               never reach the safety of rock.  Maybe
               that small rock.

                         JESSICA
               Where are we do you think?

                          PAUL
               The South Polar regions... the forbidden
               area.  We must make it to that rock...

137C.     EXT. HARKONNEN `THOPTER - DEEP DESERT - NIGHT

     The `thopter violently hits the sands and flips up -
     - almost turning over.  It falls slowly back,  then
     slides down the side of a dune.
--
137D.     EXT. HARKONNEN ORNITHOPTER - DESERT - NIGHT

                          PAUL
               Hurry!

     He jumps out of his seat.

                         JESSICA
               Bring these satchels!

     She hands him one.

                          PAUL
                    (at doorway)
               Hurry -- This crashing may bring a worm.

     As Paul puts the satchel over his shoulder, he feels
     something.  He looks at his father's ring.  He
     stares at it silently, then closes his hand around
     it.  They jump outside.

                         JESSICA
                    (starting to cry)
               A million deaths are not enough for
               Yueh...

                          PAUL
                    (inner voice)(reacting to his
                    mother's tears)
               Where are my feelings... I feel for no
               one...

138. EXT. ROCK - DESERT - NIGHT

     Paul and Jessica running.  Paul pulls Jessica to a
     place in the wall where a small overhang offers
     shelter.  Jessica falls to the ground.  She CRIES,
     pouring out her grief, but soon the sound of it is
     carried away by the building rush of WIND.  Paul
     turns and looks out to the open desert, this portion
     of which is a dust ocean.

138A.     PAUL'S POV:

     The Mouse Moon has risen.

     Ripples of dust undulate tide-like in the light of
     the moon.  The WHISPERING grains billow up like the
     foam of waves as they hit the rock.

138. BACK TO SCENE

     Paul turns, his face illuminated by the two moons
     above.  His eyes lock on the moon which has the
     image of the mouse.
--
                          PAUL
                    (inner voice)
               The second moon... from the dreams...

138B.     INT. PAUL'S EYE - NIGHT

     We move into Paul's eye, where the mouse moon appear
     and revolves slowly.  The moon begins to explode.
     The pieces of the moon soar toward us burning with
     white-hot flames.  Within the flames we see...

139. (Deleted)

139A.     EXT. ARRAKEEN PALACE - NIGHT

     ... the burning Palace of Arrakeen.  We move closer
     to it.

189B.     INT. OBSERVATION ROOM - ARRAKEEN PALACE - NIGHT

     We then see Duke Leto's face.  The Baron leans over
     the Duke and clutches the skin on the Duke's face.
     He begins pulling it.  The skin on the Duke's race
     slowly rips open -- making a hideous tearing SOUND.
     Black SMOKE issues forth from the hole which teats
     larger.

                       PAUL (V.O.)
                    (distorted)
               House Atreides is ruined.
                    (less distorted)
               This moon holds my past.

139C.     INT. VESTIBULE - OBSERVATION ROOM - NIGHT

     Inside and through the SMOKE Paul sees Feyd tear the
     Red Duke insignia off his father's uniform.  He sees
     Feyd laughing.  The moving, now-brilliant red hawk
     insignia becomes...

139D.     EXT. CASTLE CALADAN - NIGHT

     ... a burning meteor ROARING over the castle on
     Caladan.  The meteor crashes in the black sea.

                       PAUL (V.O.)
               This moon holds my future.
--
139E.     INT. WATER - NIGHT

     Foaming confusion turning into a small, twisting
     fetus under the sea.  Its eyes closed.  Moving close
     to it, its eyes snap open.  Through the eyes is the
     pale white face of JESSICA.

139F.     EXT. SHIELD WALL - DESERT - NIGHT

     There is a huge soaring WIND sound and beyond
     JESSICA the dunes roll like ocean waves.

139G.     EXT. MOUSE MOON - NIGHT

     The moon continues to spew out pieces of moving
     images which are seen then disappear as fast as
     sparks.  The broken, burning pieces float eerily
     toward us over the undulating dunes below.  One
     image floats closer.  It is a hand folded into a
     fist.

                       PAUL (V.O.)
               I am only a seed...

     The fist begins to open.

                    DUKE LETO (V.O.)
               The seed must grow.

     The hand opens fully with slow blue fluid pulsating
     out the very center of the palm.  The hand floats
     eerily forward.

                    DUKE LETO (V.O.)
               The sleeper must awaken.

139H.     EXT. WATER - NIGHT

     The last image which passes is foaming and spitting
     dark blue water.  As the image passes, the black
     smoke trailing behind it obscures the picture to
     blackness.

140. EXT. ROCK - DESERT - NIGHT

     Through the darkness we move to Paul's clenched
     hand.  It opens, revealing the signet ring in the
     very center of his palm.  Paul looks upward to the
     moons of Arrakis.  He looks back to the ring, then
     to his mother.

                          PAUL
               Listen to me!... you wanted to know about
               my dreams... and I've just had a waking
               dream... do you know why?...
--
                         JESSICA
               Calm yourself/

                          PAUL
               The spice!  It's in everything here.  The
               air, the soil, the food...  It's like the
               Truthsayer drug.....  It's a poison!!!!
               You knew the spice would change me.  But
               thanks to your teachings it's changed my
               consciousness.  I can see it... I can see
               it.

                         JESSICA
                    (inner voice)
               Is he....?

                          PAUL
               You carry my unborn sister in your womb!

                         JESSICA
                    (inner voice)
               He knows.

                          PAUL
               You and your Bene Gesserit sisterhood...
               I'm not your Kwisatz Haderach...  I'm
               something different, something unexpected!
                    (inner voice)
               I'm a seed.
                    (out load)
               I am so much more...  You don't begin to
               know me...

141. through 142A.  (Deleted)

142B.     EXT. ROCK - DESERT - NIGHT

     Paul's head goes down.  He places the ring on his
     finger.

                          PAUL
                    (inner voice)
               Father... now I have become a killer and I
               will continue to kill until I have avenged
               your death.
                    (out loud)
               Father!

     Jessica cries as she stares at her son.

143. through 143A.  (Deleted)
--
145. BACK TO SCENE

     Rabban stops up the ramp.  He wears a large smile.
     His thick head sweats and sweat runs down his thick
     neck.  He goes inside and the doors swing closed.

146. INT. HARKONNEN SHIP - NIGHT

     He enters the ship and moves down within to the
     Baron's headquarters, passing two dwarves cooking a
     dead legless cow which hangs from chains.  Rabban
     tears out the cow's tongue and eats it.  Then he
     exits through a door which closes behind him.

147. INT. BARON'S QUARTERS - HARKONNEN SHIP - NIGHT

     The Baron is flying wildly, circling the outside of
     a large steel shower, while Nefud and a DWARF play a
     strange instrument producing maniacal, perverse,
     screaming MUSIC.  The Baron SEES Rabban enter, but
     continues to fly around the shower.

                          BARON
                    (very excited)
               Rabban!!... we're knee deep in Atreides
               blood!  We've gutted them.  We've gutted
               them!
                    (laughs)

     The Baron floats to Rabban and begins lovingly
     massaging Rabban's massive neck as he speaks to him.

                          BARON
               Rabban, Rabban...  I place you in charge
               of Arrakis.  It's yours to squeeze, as I
               promised.  I want you to squeeze and
               squeeze and squeeze.
                    (massaging in rhythm)
               Give me spice!  Drive them into utter
               submission.  You must not show the
               slightest pity or mercy... as only you
               can...  Never stop!
                    (releasing him)
               Go....  Show no mercy!

                         RABBAN
               Yes, my lord Baron.

     Rabban leaves just as Feyd steps out of the shower.
     The Baron turns to him lovingly.
--
                          BARON
                    (to Feyd)
               And when we've crushed these people enough
               I'll send in you Feyd... they'll cheer you
               as a rescuer... lovely Feyd... really a
               lovely boy.
                    (suddenly he smiles and screams)
               Where's my doctor?

148. INT. HARKONNEN SHIP - NIGHT

     As Rabban leaves, he looks into one room of the
     ship.  Behind the glass porthole sits Thufir Hawat
     bound head and foot, his eyes darting this way and
     that.

148A.     EXT. ROCK - DESERT - NIGHT

     Paul and Jessica are in stillsuits.  Paul is looking
     through a Fremkit.  He finds a paper with Dr. Yueh's
     mark on it.

                          PAUL
                    (inner voice)
               Yueh's left the plans for the weirding
               modules.

148B.     EXT. MOONS - ARRAKEEN - DESERT - NIGHT

     The moons have moved further across the sky.

148A.     BACK TO SCENE

     Suddenly Paul turns and studies his mother.  A
     stronger WIND comes up.

                          PAUL
               We have to get to that mountain of rock.
               We have entered the time when all will
               turn against us and seek our lives...

     Jessica gets up.  They make their way up the crest
     of a dune by a small rock.

                      PAUL (CONT'D)
               It's further than I thought... a worm is
               sure to come....  I'll plant a thumper,
               that should divert it.
--
     Paul moves off into the shadows.  Suddenly, Jessica
     SEES a burst of LIGHTNING illuminate the mountain of
     rock in the distant and the vast dunes before them.

                    JESSICA (CONT'D)
                    (inner voice)(as Paul leaves to light
                    the thumper)
               ...the night is a tunnel... a hole into
               tomorrow... if we're to have a tomorrow...

149. through 151.   (Deleted)

151A.     EXT. DEEP DESERT - NIGHT

     Paul plants the thumper which begins a powerful
     rhythmic noise.  He turns to Jessica.

                          PAUL
                    (returning)
               Remember... walk without rhythm and we
               won't attract a worm... it'll go to the
               thumper.

                         JESSICA
                    (puts in her noseplug)
               I'm ready.

     Paul and Jessica move into camera and exit right.

151B.     EXT. DEEP DESERT AND ROCKS - NIGHT

     Another burst of LIGHTNING.  The distant rock seems
     to have grown no larger.  Their muscles begin to
     ache.  Suddenly they HEAR the thumper start behind
     them.

                          PAUL
               Keep going...

152. EXT. DEEP DESERT AND ROCKS - NIGHT (LATER)

     Their breathing becomes very labored.  The sand
     moves like slow water, forever rolling down and up.
     Then they hear the worm, the low thundering HISS
     shaking the tonnage of sand.  The thumper stops.
     Paul turns.

                          PAUL
               Faster!!
--
                         JESSICA
                    (screaming)
               It's deafening!

     Their bodies ache and they feel like dropping, yet
     the cliff is still a good distance away.  The worm
     SOUND grows louder and Paul turns to look.

153. EXT. WORM - DESERT - NIGHT

     A flash of LIGHTNING.  The worm is now coming toward
     them.  The mound of sand over the worm is enormous
     and is approaching at a terrifyingly fast speed.
     The power of this worm is awesome.

153A.     EXT. DEEP DESERT - NIGHT

                          PAUL
                    (screaming)
               Run!

                         JESSICA
               I can't... I can't.

     She turns to see.  Then she runs.

153B.     EXT. DRUM SAND - DEEP DESERT - NIGHT

     All at once their feet tromp down on firmer sand.
     The SOUND is very loud.

                          PAUL
               Drum sand!

     The DRUMMING sound ECHOES deep within the ground.
     Jessica falls.  Paul stops and drags her up.  They
     run again.  The worm SOUND becomes unbearably loud.
     Static electricity SPARKS giant bolts of pure white
     LIGHTNING and the air turns to ozone.  Finally they
     find rock.  Behind them the SOUND of the worm
     changes.  They turn.

154. EXT. WORM - DEEP DESERT - NIGHT

     The gigantic head of the worm is just breaking
     through the sand.  The mouth begins to open in an
     eighty-foot circle of teeth and darkness.  The mouth
     arches forward searching for them.

155. EXT. BASE OF THE CLIFF - DEEP DESERT - NIGHT

     Paul and Jessica climb up and up inside a narrow
     slit of rock.
--
155A.     INT. ROCK CLIFF - DESERT - NIGHT

     The worm's mouth climbs higher also but it cannot
     penetrate the narrow opening in the rock.

156. EXT. ROCK CLIFF - NIGHT

     Paul and Jessica have scrambled upwards a couple of
     hundred feet.

156A.     EXT. WORM AND ROCK - NIGHT

     Still the worm stretches up to them.  Suddenly the
     worm begins BANGING on the rock.  Huge SHUDDERS
     drive through the black stone.  Over and over again
     the worm mindlessly hits at the rock.

156B.     EXT. ROCK CLIFF - NIGHT

     Paul and Jessica crouch further back in the tiny
     passageway of safety, but a solid back wall of rock
     prevents them from moving back any more.

156C.     INT. ROCK CLIFF - NIGHT

     The breath from the worm is like a hurricane of
     WIND.

                          PAUL
                    (inner voice)
               Cinnamon... the spice!
                    (out loud)
               Do you smell it?

                         JESSICA
               Yes...

                          PAUL
                    (inner voice)
               I know the secret.  The worm is the
               spice... the spice is the worm.

157. (Deleted)

157A.     EXT. ROCK CLIFF - DEEP DESERT - NIGHT

     Suddenly a colossal section of the rock wall cracks
     and topples off into the worm's mouth.  Instantly
     the worm pulls back.  A huge FIRE roars deep within
     the worm consuming the rock.
--
158. INT. ROCK CLIFF - DEEP DESERT - NIGHT

     The worm now can get even closer to Paul and
     Jessica.  It looms up again and crushes its mouth up
     against the rock.

158A.     EXT. ROCK CLIFF - DEEP DESERT - NIGHT

     Another fissure opens, and suddenly half the rock
     wall protecting them splits off entirely and
     falls... taking Paul with it.

158B.     EXT. WORM AND ROCK - NIGHT

     ...against the worm.

159. EXT. ROCK CLIFF - DEEP DESERT - NIGHT

     Paul is knocked off the cliff and falls straight
     down two hundred feet.  His feet skid along the face
     of rock.  He bounces and brakes.  He hits and jumps.
     He careens from one boulder, flies upside down,
     rights himself then tumbles and skids into the sand.
     Unhurt, he jumps up and scrambles up another part of
     the rock to safety.

160. EXT. ROCK CLIFF - DEEP DESERT - NIGHT

                         JESSICA
               Paul!

     She presses against the narrow ledge that is left
     after the worm assault.

161. EXT. BASE OF THE CLIFF - DEEP DESERT - NIGHT

     The worm is just coming up again when distant
     THUMPING is heard.  The worm, as if charmed by the
     sound, turns and moves off towards it.

                          PAUL
                    (inner voice)
               A thumper.

161A.     (Deleted)

162. EXT. ROCK CLIFF - DEEP DESERT - NIGHT

     Jessica climbs further up and manages to get over to
     a place where she can meet up with Paul, who is now
     climbing back.
--
                         JESSICA
                    (crying)
               What's happened?...  Why did it leave?

                          PAUL
                    (breathing heavily)
               Someone started another thumper....  We're
               not alone.

     They climb upwards until the ledge ends at the mouth
     of a dark crevice.  Paul and Jessica try to see into
     the inky black hole.

163. EXT. CREVICE - DEEP DESERT - NIGHT

     Slowly Paul and Jessica enter, inching forward.  A
     low moan of WIND comes up.  Paul can see nothing,
     then suddenly he SEES stars above and SEES the hint
     of stairs cut into the rock.

                         JESSICA
                    (whispering)
               Man-carved steps.

                          PAUL
                    (whispering)
               Yes...

     They climb the steps and enter an extremely narrow
     dark channel of stone.  As they make their way
     through the rock, suddenly there is a burst of
     lightning which illuminates a whole troop of Fremen
     standing silently in front of them.

164. EXT. FREMEN PLACE - DEEP DESERT - NIGHT

                         STILGAR
               Perhaps these are the ones Mapes told us
               of.

                         STILGAR
                    (to Jessica)
               Are you trained in the ways of the desert?

                         JESSICA
               No, but many consider my training
               valuable.

                         STILGAR
               I will take the boy-man... he shall have
               sanctuary in my tribe...
--
     A LOW NOTE on a dip stick is blown by one of the
     Fremen tribe.  Jessica shifts, Paul sees it, and
     just as Stilgar begins a reach for his weapon,
     Jessica turns, slashes out, utters a SOUND, whirls
     again and with rock behind her holds Stilgar
     helpless in front of her -- her hand at his throat.
     Paul moves on her first move.  He races up a rocky
     incline.

165. EXT. CLIFF - FREMEN PLACE - DEEP DESERT - NIGHT

     He then jumps higher up and presses himself between
     two rocks on a low cliff overlooking the rest of the
     Fremen troop.

166. EXT. FREMEN PLACE - DEEP DESERT - NIGHT

     The troop starts shooting projectile weapons in
     Paul's direction.

                         STILGAR
               Stop!  Get back!!  She has the weirding
               way.  Why didn't you tell us!  Great
               gods... if you can do this to the
               strongest of us you're worth ten times
               your weight of water.  As a leader of my
               people I give you my bond: teach us this
               weirding way and you both shall have
               sanctuary.  Your water shall mingle with
               our water.

                         JESSICA
               Then I will teach you our way of
               battle....  you have the word bond of a
               Bene Gesserit.

                        A FREMEN
               It is the legend.

167. EXT. CLIFF - FREMEN PLACE - DEEP DESERT - NIGHT

     Up on the rock, Paul turns.  He takes a step, then
     notices a small figure standing in front of him.  It
     is a girl.

                          CHANI
               I am Chani, daughter of Liet....  I would
               not have permitted you to harm my tribe.

                          PAUL
                    (inner voice)
               From my dream... so beautiful.  Liet....
               is this Kynes' daughter?

     Paul stares at her in wonder.
--
                          CHANI
               Come with me.  I'll show you an easier way
               down.

     They exit.

168. EXT. FREMEN PLACE - DEEP DESERT - NIGHT

                         STILGAR
                    (to Paul, as they meet)
               You have strength... real strength... You
               shall be known as Usul, which is the
               strength of the base of the pillar.  This
               is your secret name in our troop.  But you
               must choose the name of manhood which we
               will call you openly.

                          PAUL
                    (thinking)
               What do you call the mouse shadow in the
               second moon?

                         STILGAR
               We call that one Muad'dib.

                          PAUL
               Could I be known as Paul Muad'dib?

                         STILGAR
               You are Paul Muad'dib, and your mother
               shall be a Sayyadina among us....  We
               welcome you.

     Wind blows a cloud of dust through the rock.  High
     above the moon with the mouse shadow glows
     brilliantly.  It dissolves into the sun.

168A.     EXT. DEEP DESERT - DAY

     Paul, Jessica and the Fremen march through the
     dunes.

171. through 171B.  (Deleted)

172. EXT. DEEP DESERT - DUSK/SUNSET

     HEAT WAVES and sand dunes.  Mysterious SOUNDS echo
     in the distance as the giant sun is setting.

     Chani takes Paul to the top of a dune.  They stare
     at the sunset and a huge rock outcropping in the
     distance.
--
                          CHANI
               Seitch Tabr.

     Paul looks at the rock, then turns to her.

                     CHANI (CONT'D)
               Tell me of your homeworld, Usul.

     These words rend Paul's soul.  He cannot speak.  He
     reaches out and touches her hand - her cheek.

173. (Deleted)

174. INT. ENTRANCE - SIETCH TABR - NIGHT

     The Fremen troop enters into a large square room
     with slot passageways going off in various
     directions.

175. INT. PASSAGEWAY - SIETCH TABR - NIGHT

     They all move down one of the passageways which are
     beautifully but very plainly cut with lasguns.  They
     are like passages in the pyramids, dark with sharp
     turns and inclines upwards or downwards, some very
     steep and long, and others descending hundreds of
     feet.  There is a strong, moaning WIND.

176. through 177.   (Deleted)

178. INT. PASSAGEWAY/STAIRS - SIETCH TABR - NIGHT

     A quiet WIND can be heard -- deep and moaning.

                         JESSICA
               Moisture...

     She looks at Paul.  He, too, notices.

                          PAUL
               Wind traps... huge ones.

     Down a long, sloping, narrow passageway they go
     until they reach a stairway cut into the stone.  It
     is very dark and gets increasingly darker as they
     descend.  The WIND sound grows.  The air grows
     colder and damper.  Paul and Jessica share another
     questioning look.  At the bottom of the stairs they
     pass through a narrow slot doorway which suddenly
     opens out on something so totally unexpected it
     shocks Paul.
--
179. INT. RESERVOIR  -SIETCH TABR - NIGHT

     It is enormous, deep reservoir of black water
     sitting silently in the depths of this sietch and
     stretching out into the darkness.

                          PAUL
                    (inner voice)
               Water on Arrakis!!!
               I have seen this place in a dream.
                    (out loud)
               A treasure.

                         STILGAR
               Greater than treasure, Usul.  We have
               thousands of such caches.  Only a few of
               us know them all.  When we have enough...
               we shall change the face of Arrakis.
               Listen!...

     There is the sound of water dripping.  The lights
     are extinguished - reflections play on Paul's face.

                    STILGAR (CONT'D)
               The Rocks of Arrakis hold many secrets.

179A. through 180   (Deleted)

180A.     REVISED SCENE - HALL OF RITES

     Thousands of Fremen wait below.  Paul enters a rock
     ledge, guided by two monks, which is crowded with
     Fremen and old Fremen Monks.  Below the crowds
     continue to watch and wait while a giant wind organ
     moans.  A Monk steps up to Paul.

                          MONK
               We sense that you may be the "voice from
               the outer world".  Both moons told us of
               you.  You must pass tests before we will
               know... you must conquer the beast of the
               desert, both his outer and his deadly
               inner powers.
                    (moves back)
               Speak to us... from the outer world.

     Paul turns and gathers courage to address the
     multitude below.

                          PAUL
                    (inner voice)
               I am only a seed.
                    (out loud)
               I am Usul... Paul Muad'dib.
--
                         CROWDS
                    (loud murmur)
               Muad'dib!

                          MONK
               The legend.

                          PAUL
                    (inner voice)
               No one ever dreamed there would be so
               many.
                    (out loud)
               Our shared enemy the Harkonnens, are once
               again in control of Arrakis.  Stilgar,
               your leader, has asked me and my mother to
               crush the Harkonnens.  We must do more
               than this.  We must totally destroy all
               spice production on Arrakis.  The Guild
               and the entire universe depends on spice.

               "He who can destroy a thing, controls a
               thing".

               I will take one hundred of your warriors
               and train them.  This one hundred will
               train the thousands that remain.  When the
               spice flow stops, all eyes will turn to
               Arrakis.  The Baron and the Emperor
               himself will be forced to deal with us.
               Arrakis will become the center of the
               Universe.
                    (inner voice)
               The dream unfolds.

181. through 181A.  (Deleted)

182. INT. TRAINING ROOM - SIETCH TABR - DAY

     Large room with a low ceiling.  A drummer playing
     makes a low ECHOING MUSICAL HIT.  A big block of
     stone is moved across coarse sand -- back and forth
     -- fast.  A rhythm is started -- powerful.  Paul
     enters, pauses and looks to Jessica - he stands in
     front of over 100 Fremen men.  Jessica sits behind
     him alongside Stilgar.

     A large rock obelisk has been placed near Paul for
     this demonstration.

                          PAUL
               The weirding way has long been a Bene
               Gesserit secret.  With my mother's help,
               my father isolated an element of the
               weirding way and externalised it.
--
                          PAUL (CONT'D)
               Because of the Harkonnen treachery, my
               father's armies were never able to fully
               develop this new form.  This is what I
               will teach you.  You will be the fiercest
               and most feared fighters in the Universe.

               Our way of battle is built on rhythm.  You
               understand rhythm like this but you do not
               yet understand the rhythm of the higher
               sounds, sounds that heal and build...
               sounds that destroy.  Motion is the base.
               You understand the motion... but you do
               not yet understand the motion that heals
               and builds... motions that destroy...

               Orato!
                    (he moves forward)
               This obelisk is of your hardest stone.
               Kick it...
                    (he does -- the rock doesn't move)
               Hit it...
                    (he does -- the rock doesn't move)
               Yell at it...

                          ORATO
               Break!

     The Fremen laugh -- the rock doesn't move.

     A Fremen with a lasgun tries to cut it.  Paul
     motions him back, slightly.

                          PAUL
               Move back!

     Paul also moves back.  He switches on his weirding
     module.  He opens his mouth and makes a small SOUND,
     which the module amplifies.

                          PAUL
               Chuksa!

     The sound shatters the obelisk to pieces.  The one
     hundred Fremen YELL with surprise and awe.

                       100 FREMEN
               Achiii!
--
                          PAUL
               This is part of the weirding way that we
               will teach you.  Some thoughts have a
               certain sound... that being the equivalent
               to a form.  Through sound and motion you
               will be able to paralyze nerves, shatter
               bones, set fires, suffocate an enemy or
               burst his organs....  We will kill until
               no Harkonnen breathes Arrakeen air.

                       100 FREMEN
               Muad'dib!

                          PAUL
                    (inner voice)
               To avenge my father, I will turn you into
               killing machines.

     Stilgar turns to Jessica.

                         STILGAR
               Sayyadina.  Our Reverend Mother tells me
               she is too old... She has been calling
               through space and time for you to come and
               let her rest.  She asks that you pass
               within.

                         JESSICA
                    (inner voice)
               They want me to take the Water of Life...
               the Truthsayer drug... so dangerous,
               yet... we must move swiftly if we're to
               secure our place among these Fremen.
                    (out loud)
               I will try to pass within.

                         STILGAR
               Death may be the result....  Are you sure?

                         JESSICA
                    (inner voice)
               I must do this for Paul, but what of my
               unborn child?

                                        DISSOLVE TO:

183. through 187.   (Deleted)
--
188. INT. ROCK LEDGE - HALL OF RITES - SIETCH TABR -
NIGHT

     Fremen carry the Fremen REVEREND MOTHER RAMALLO in
     on a litter.  The old Reverend Mother is old a frail
     yet extremely beautiful and mysterious.  She turns
     to Paul and Jessica with a strange look.

                 REVEREND MOTHER RAMALLO
                    (to Jessica, in an ancient voice)
               So you are the ones.

     She turns away towards the monks who are very busy
     blowing horns and waving pots of burning spice,
     purifying the area of the rite.  Several Fremen blow
     on dip sticks and a FEMALE CHOIR begins a haunting
     chorale as the giant pipe organ blows beautiful low
     notes below.

     Paul looks to his mother.

     He then sees Chani.

     CU Chani.

     CU Paul -- he cannot stop looking at her.

     Stilgar motions to Paul.

                         STILGAR
                    (whispering to Paul)
               Do you know the Water of Life?... Come...
               ...Watch... the mystery of mysteries...
               the end and the beginning.

     He shows Paul through a narrow passageway -- almost
     a slot through the stone to a small room.  Through
     an opening in the stone wall, Paul is shown a very
     strange and somewhat horrifying scene.

189. INT. BABY WORM - MAKER ROOM - SIETCH TABR - NIGHT

     A thirty-foot baby worm is being lowered into a
     stone chamber.  The chamber is then covered with a
     wire top.  Valves are turned and water rushes into
     the chamber.  The worm begins to writhe violently
     and leap and bang against the bars above.  The worm
     begins to turn inside out from the mouth back and it
     begins to gag.  Some monks and watermasters quickly
     drain the stone chamber and wrench the worm out
     using large steel hooks.  They hold the worm above a
     large tub.  A watermaster-reed man runs a long reed
     in to the worm, causing it to spasm and gag up a
     beautiful deep blue bile as it dies.

189A.     INT. MAKER ROOM - SIETCH TABR - NIGHT

     The bile and worm water are combined in ceremonial
     containers.  Paul turns to Stilgar.
--
                         STILGAR
               The Water of Life.

                          PAUL
                    (inner voice)
               The most lethal poison in the Universe.

     Then we HEAR from Paul's memory his conversation
     with the Reverend Mother:

                     REVEREND MOTHER
               ... Many men have tried.

                          PAUL
               Did they try and fail?

                     REVEREND MOTHER
               They tried and died.

190. INT. ROCK LEDGE - HALL OF RITES - SIETCH TABR -
NIGHT

     Stilgar and Paul return to the ledge above the Hall
     of Rites.  A MONK PRIEST steps forward, addresses
     the crowd, silencing them.  The other monks move
     back carrying their smoking cleansing bags.

                         MONK #1
               One among us has consented to enter the
               rite.  She will attempt to pass within
               that we not lose the strength of our
               Reverend Mother.

                          PAUL
                    (inner voice)(turning to his mother)
               What if she should fail?

     He brings the jug close to Jessica.

                         MONK #1
               Drink!

     Jessica drinks.

                         JESSICA
                    (inner voice)
               The ultimate awareness spectrum narcotic.
               I must transform the poison configuration
               within my body... the blue must be made
               clean.

     She swallows.  Her body contorts and spasms
     violently.  She screams.  The Reverend Mother
     screams with her.
--
191  (Deleted)

192. INT. ROCK LEDGE - HALL OF RITES - SIETCH TABR -
NIGHT

     We see Jessica sitting, shoulders tight and spasming
     -- straining, her eyelids half-closed and
     flickering.

193. (Deleted)

194. INT. ROCK LEDGE - HALL OF RITES - SIETCH TABR -
NIGHT

     The old Reverend Mother slowly extends a hand toward
     Jessica's shoulder.

195. JESSICA - MENTAL IMAGE

     Inside Jessica, we see the Reverend Mother Ramallo's
     hand descend through the dark void.  Shimmering
     water starts to ripple, lightly stirring an image of
     Jessica.

     As the hand penetrates, something deep within her
     starts to GLOW.  It is a fetus, a female.  The
     Reverend Mother Ramallo's hand flinches as it
     touches the fetus.  The fetus sparks to life -
     screaming and rapidly spasming upwards on its
     umbilical cord.

195A.     (Deleted)

196. INT. ROCK LEDGE - WALL OF RITES - SIETCH TABR -
NIGHT

                 REVEREND MOTHER RAMALLO
                    (whispering urgently into Jessica's
                    ear)
               You should have told us.

197. JESSICA'S MENTAL IMAGE - FETUS

             REVEREND MOTHER RAMALLO (V.O.)
                    (gasping)
               Great Mother!  This changes both!  What
               have we done?
--
197A.     INT. THE TUNNEL - NIGHT

     Jessica and the fetus rush mentally through a dark
     strangely worm-like tunnel until suddenly, a gaping
     black hole appears.  A horrible WIND, SPARKS and
     circles of expanding light issues from it.

                      JESSICA (V.O)
                    (inner voice)(fearful)
               No!  This is the place where we cannot
               look.  The place only for the eyes of the
               Kwisatz Haderach.

197B.     THE FETUS - NIGHT

     The fetus twists down the tunnel to join Jessica,
     her umbilical cord trailing behind.  She SCREAMS as
     she looks into the hole.

197C.     THE NAVIGATOR - NIGHT

     She and Jessica see a shape moving deep within the
     windy hole.  It is a Third Stage Navigator, ROARING.

                         JESSICA
               What is this?...  Is this what kills the
               men who enter here?

     She quickly takes the fetus back up the tunnel.  As
     they move:

                 JESSICA (V.O.)(CONT'D)
                    (inner voice)
               Now my daughter and I are both Reverend
               Mothers.

             REVEREND MOTHER RAMALLO (V.O.)
                    (distant)
               I've been a long time waiting for you.
               Here is my life.

198. INT. ROCK LEDGE - HALL OF RITES - SIETCH TABR -
NIGHT

     The old Reverend Mother Ramallo slumps forward onto
     the stone, dead.  The crowd waits.  The corpse is
     tenderly removed.  Jessica very slowly opens her
     eyes and looks about her.  The monk holds the jug to
     her lips.

                          MONK
               Change it that we may all drink of it.
--
     Jessica spews water into the spout.  The monk swirls
     the jug, sniffs at the spout and then drinks.

                      MONK (CONT'D)
               It is changed!

                          PAUL
                    (inner voice)
               She did it!

199. INT. HALL OF RITES - SIETCH TABR - NIGHT

     The Fremen suddenly turn their attention to Paul....
     They whisper "It is the prophecy!"  They soon begin
     to CHANT... "Muad'dib....  Muad'dib" over and over
     again.  The chanting sounds fill the hall along with
     the ghostly wind organ.

200. (Deleted)

201. INT. HALL OF RITES - SIETCH TABR - NIGHT

     Down below, the crowds continue CHANTING "Muad'dib,
     Muad'dib."

202. INT. ROCK LEDGE - HALL OF RITES - SIETCH TABR -
NIGHT

     Paul continues to stare at Chani.  He moves to her.
     Chani turns.  Paul is at her side.  Their eyes meet
     and lock.

                          CHANI
                    (whispering)
               Come with me.

203. INT. PASSAGEWAY ON ROCK LEDGE - SIETCH TABR - NIGHT

     At the end of the dark black corridor, Chani turns
     and she and Paul fall together in a long kiss filled
     with love.

                          PAUL
               Chani....  I love you... I've always loved
               you....
--
204. through 209.   (Deleted)

169. INT. STAIRCASE - GEIDI PRIME - DAY

     The Baron and Feyd descend several steps into a
     darker area of Geidi Prime.  Feyd is carrying a
     strange creature in a small wire cage.  The Baron is
     floating as he descends.

                          BARON
                    (takes a drink)
               Feyd, even though he's aging, Thufir is
               one of the finest Mentats in the
               Universe... and he's mine, Feyd... all
               mine....  Quiet now.

                          FEYD
               I will.

170. INT. BASEMENT ROOM - GEIDI PRIME - DAY

     Nefud stands eating candies behind Thufir's chair.
     Nefud has a stun gun, even though Thufir's hands are
     tied.  The Baron enters with Feyd.

                          BARON
               Oh Thufir, I see they've installed your
               heart plug already....  Don't be angry.
               Everyone gets one here.  But this is not
               why we're here.  We've brought you a
               little cat, Thufir.  You must care for it
               if you wish to live.  A poison has been
               introduced into you, Thufir Hawat.  By
               milking this smooth little cat body each
               day you receive your antidote... it must
               be done each day....  Also, you must do
               something for me if you wish to live.  You
               know I lost Piter, my dear Mentat...

     Thufir gives the Baron a weak, wide-eyed stare.

                          FEYD
               All I can see is an Atreides that I want
               to kill.

                          BARON
               Feyd, no, no!  Thufir's a Harkonnen now,
               aren't you Thufir?

                         THUFIR
                    (inner voice)
               My dear Duke... how I have failed you.
--
211. INT. JESSICA'S ROOM - SIETCH TABR - NIGHT

     Jessica's face shows signs of straining.  Women move
     around her, Chani and Harah at her side, helping her
     give birth.  Suddenly ALIA is born and her freshly-
     born moist body is held up in front of Jessica.
     Alia's eyes snap open, burning brightly.

                          HARAH
               What will you call her?

                         JESSICA
               Alia.

     As they lift Alia for Jessica to see...

                          ALIA
               Mother.

210. INT. TRAINING ROOM - SIETCH TABR - NIGHT

     Paul walks down the steps into the training room -
     followed by Harah's two sons.  He pauses at the foot
     of the steps.

                          PAUL
               Activate your weirding modules...

     Paul activates his, and the Fremens follow suit.

                          PAUL
               Set the range for two meters.

     Paul walks down the line of Fremen.

                          PAUL
               Korba...
                    (points to robot)
               The arm...

                          KORBA
                    (aiming the module)
               Chuuk-sa...

                          PAUL
               Motion... Chuuk-sa...

                          KORBA
               Chuuuk-sa...

     He fires the module and the arm of the robot is shot
     off.  Paul smiles and hits him on the shoulder -
     Paul walks on.
--
                          PAUL
               Stilgar...

     One of the FREMEN calls out to Paul.

                        A FREMEN
               Muad'dib!...

     The word `Muad'dib' causes a tremendous power to
     build.  The module shakes violently in his hand - it
     suddenly fires upwards, and the wall explodes.

                          PAUL
                    (inner voice)
               My own name is a killing word.  Will it be
               a healing word as well?

211A.     NEW SCENE

                         STILGAR
                    (to Paul as he applies red colour to
                    the shoulders of several large Fremen
                    men)
               Usul... these are fifteen of our fiercest
               fighters to serve you as your guard... the
               Fedaykin.

     He pauses, then holds up his brilliantly red hand.

212. (Deleted)

213. EXT. DESERT - DAY

     An EXPLOSION.  Paul turns and his eyes are totally
     blue.  He lifts binoculars to them and looks.  He
     sees the Fremen fighters below charging at the
     Harkonnens.  As the Fremen run they make powerful
     SOUNDS with their weirding modules, exploding
     everything in their path and catching things on
     fire.

213A.     EXT. CARRYALL - DESERT - DAY

     In the distance, a huge spice carryall is shot down
     and it falls to the ground EXPLODING more violently
     on impact.

213. BACK TO SCENE

                          PAUL
               Now!
--
     Stilgar signals, and Fremen run behind them.

                      PAIL (CONT'D)
                    (to Stilgar)
               They're even better on the battlefield
               than in the training rooms!!
                    (inner voice)
               Sound... as a weapon.  If only you could
               see them, father.

     Paul smiles as he looks at the battle in the
     distance.

                      PAUL (CONT'D)
                    (his V.O. from the past)
               When the spice flow stops, the entire
               Universe will turn to Arrakis.  The Baron
               and the Emperor himself will be forced to
               deal with us.

214. INT. PASSAGEWAYS - ARRAKEEN - DAY

     Rabban stares dumbfounded as many Harkonnen wounded
     and dead are brought through the passageway beyond.
     Rabban grabs a Harkonnen and asks:

                         RABBAN
               What happened?  What happened to you?
               What is he saying?

                    WOUNDED HARKONNEN
               Muad'dib!...  Muad'dib!... Muad'dib!...
               Muad'dib!

     Rabban pushes him away.

                   A HARKONNEN SOLDIER
               He's been repeating that name ever since
               we found him.

                         RABBAN
               Who is this Muad'dib?

215. EXT. DEEP DESERT - DAY

     HEAT WAVES; dunes.  A big thumper is forced into the
     sands.  A RHYTHM is heard pounding on Fremen hand
     drums and rhythm instruments.  Feet scramble.  Black
     stillsuited Fedaykin warrior bodyguards gather.
     Stilgar turns.
--
                         STILGAR
                    (to Paul)
               Usul... It is time you become a
               sandrider... and travel as a Fremen.  Take
               the kiswa maker hook of our sietch and
               ride as a leader of men.

216. (Deleted)

217. EXT. DEEP DESERT - DAY

     As Paul leaves the troop to plant the second
     thumper:

                     STILGAR (V.O.)
               Two thumpers are planted.  The worm may
               not surface for the first - he will rise
               for the second.  Remember, when the worm
               approaches, you must be utterly still...
               and close enough to plant the hook firmly
               under a ring segment....  The worm will
               turn to lift this exposed area as far from
               the abrasive sand as possible and it will
               take you with it -- to the top.  Do not
               get too close as he approaches... the sand
               will engulf you....  Wait till the head of
               the worm passes -- then go... quickly.

                    STILGAR & FREMEN
               Shai-Hulud... Shai-Hulud.

     In the distance the telltale SOUND of the worm's
     approach begins.  This worm is deep underground and
     the sound is low and the ground trembles violently.

                          PAUL
                    (inner voice)
               Only the very strong ones travel this
               deep....

     The SOUND and VIBRATIONS continue to build.  In the
     distance, the Fedaykin and Stilgar watch.

                         STILGAR
                    (to the others)
               Usul has called a big one.  Again... it is
               the legend.

218. (Deleted)
--
219. EXT. DEEP DESERT - DAY

     HEAT WAVES... dunes RHYTHM.  THUNDEROUS approach of
     the worm.  Paul still cannot see the worm, but the
     sound begins to drown out the Fremen rhythm
     instruments and the sand begins to VIBRATE.
     Suddenly, Paul SEES...

219A.     EXT. WORM - DEEP DESERT - DAY

     ...a mountain of sands rise up, towering, thundering
     -- lightning SPARKS fissuring throughout the air
     above the worm.

     The mountain approaches at a terrifying speed.
     Then, the worm appears -- rushing.  The mouth, at
     first a small opening, begins to widen -- exposing a
     thousand glistening teeth.

219B.     EXT. DESERT - DAY

     Paul freezes.  He lets the worm get closer and
     closer.  The HEAT WAVES distort the gigantic form,
     making it more hideous -- more foreign.  He moves
     forward.  The others watch anxiously.  This worm is
     big.  It is so much larger than imaged.  Its top
     towers 125 feet in the air.  The segments are each
     ten feet wide.

219C.     EXT. VERTICAL SECTION OF WORM - DESERT - DAY

     Paul gets close and running alongside, he plants the
     hook under a segment and pulls back.  The SOUND is
     excruciatingly loud.  The sand is so deep and more
     is being thrown out beneath the body of the worm.
     Paul gets caught in it and falls. He narrowly
     escapes being sucked under the beast.  He gets up --
     runs again and plants the hook once more.  He runs
     faster, bending the segment open to expose the
     tender flesh.

219D.     EXT. FULL-SIZE SECTION OF WORM - DESERT - DAY

     Suddenly the worm begins to turn.  Paul pulls
     himself up the body as it turns -- holding onto the
     hook.  Soon he is fifty -- sixty -- seventy feet off
     the ground -- going higher.  The giant worm gets the
     second thumper and Paul at that moment climbs to the
     top.  He plants the second hook.

                          PAUL
                    (inner voice)
               A sandrider!...

     Paul works the hooks into the breathing holes along
     the body...
--
219E.     EXT. DESERT - DAY

     ...causing the great beast to make a slow turn
     toward Stilgar and the bodyguard.  They set
     themselves and as the worm passes...

219F.     EXT. FULL-SIZE SECTION OF WORM - DESERT - DAY

     ...they all clamber on, climbing up the sides to the
     top.

                          PAUL
                    (yelling)
               Long live the fighters!

     They return the traditional CALL and Paul steers the
     maker in a giant circle.  They head out across the
     dunes.

219G.     (Deleted)

219I.     EXT. DESERT - DAY

     Rabban and Harkonnens in the desert.  Rabban
     observes tremendous destruction of his spice
     harvesters and carryalls.

219K.     EMPEROR'S WORLD REPORT

                          VOICE
               Seventeen Great Houses of the Lansraad
               have reported a significant delay in
               delivery of spice per CHOAM agreement.
               This constitutes a serious violation of
               CHOAM codes.  Contact Baron Vladimir
               Harkonnen immediately.

219H.     INT. GREAT HALL - ARRAKEEN PALACE - DAY

     A furious Rabban sirs in a black steel tub in the
     Great Hall.  A squad of TROOPS stands at attention
     in front of him, listening to his screaming fit.

                         RABBAN
               Falsify the reports.  We can't hide it
               all, tell them we've lost only two hundred
               harvesters... and forty carryalls... and
               don't let my uncle know about the
               destruction of the spice silos....  I will
               catch this Muad'dib and suck the blood
               from him!!  SUCK THE BLOOD FROM HIM!!!
--
219J. through 222.  (Deleted)

226A.     EXT. HARVESTER - DESERT - DAY

     SMOKE billows from a burning harvester.

226B.     EXT. DESERT - DAY

     Fighting is going on between Fremen and some
     smugglers.  Paul moves down a smokey dune with
     Stilgar followed by Fremen and Fedaykin.

                          PAUL
               We surprised a band of smugglers.

                         STILGAR
                    (racing into thick smoke)
               Too bad... thought they were Harkonnen.

     Paul and Stilgar move through the smoke.  A man runs
     up with a maula pistol aimed at Paul but Paul spins
     and punctures the man's chest with a sound from his
     weirding module.  Paul turns and a large figure
     comes through the smoke.  They surprise each other.
     The figure holds a gun.

                          PAUL
               Gurney!...

     The figure stops -- stunned.

                      PAUL (CONT'D)
               You've no need of your weapons with me
               Gurney Halleck.

                         GURNEY
                    (peering; whisper of hope)
               Paul!!  Paul!!

                          PAUL
               Don't you trust your own eyes.

                         GURNEY
               They said you were dead.  They said...

     Paul shows him the signet ring on his fingers.
     Gurney moves forward, his eyes tearing, and the two
     embrace each other and pound each other on the back.

                         GURNEY
               You young pup!  You young pup!
--
227. NEW SCENE - WORLD REPORT

                          VOICE
               Stand-by... warning... we have just
               received a coded threat from the Guild.
               Spice production is in serious jeopardy...
               Giedi Prime supplying false reports...
               Guild to visit Emperor in one standard
               day.

228. INT. THRONE ROOM - EMPEROR'S PALACE - NIGHT

     The Emperor sits on his throne.  Behind him are his
     Sardaukar officers.  In front of him are several
     Guildsmen.  One holds a large electrical apparatus
     up to the face plate of another which translates his
     strange voice into English.

                   TANKED GUILDSMAN #2
               Emperor Shaddam IV... You have one last
               chance to take matters into your own hands
               and bring the situation under the control
               on Arrakis.

                         EMPEROR
               What do you mean one last...

                   TANKED GUILDSMAN #2
               Do not speak!...  Listen!...  You do not
               have more than this one chance....  I
               represent the entire Guild in this
               matter....  You have failed to kill the
               Atreides heir... Paul.

                         EMPEROR
               But he was said to...

                   TANKED GUILDSMEN #2
                    (moans like a cow)
               Noooooo... he is not dead.  He is not
               eaten by worms as you have wanted to
               believe.  He is not missing.  He is in the
               deep desert with the Fremen.  The Spice is
               in great danger.  We are not asking... we
               are telling... remedy the situation or you
               will live out your life in a pain
               amplifier.

     The Guildsmen turn and leave.

                         EMPEROR
               Who is this Paula Atreides to the Guild?
               And why?

222A.     INT. JESSICA'S ROOM - SIETCH TABR - DAY

     Jessica sits with Harah.
--
                          HARAH
               Your Reverence, I don't wish to upset you,
               but the other women...

223. INT. PASSAGEWAY - SIETCH TABR - DAY

     At the end of the passageway, standing alone --
     staring with powerful intense blue-within-blue eyes
     -- is ALIA.  She's listening mentally.

                      HARAH (V.O.)
               ...they don't like Alia around.  She
               frightens them.  It is the strangeness of
               your daughter.

224. INT. JESSICA'S ROOM - SIETCH TABR - DAY

                         JESSICA
               It's the way she speaks of things...

     Alia is listening - then exits.

225. INT. PASSAGEWAY - SIETCH TABR - DAY

     Alia listens mentally.

                     JESSICA (V.O.)
               ...beyond her years and of things no child
               could know -- things of the past.
                    (pause)

     Alia begins walking.  She appears to be angry.

                 JESSICA (V.O.)(CONT'D)
               A daughter who knew at birth everything I
               know...

226. INT. JESSICA'S ROOM - SIETCH TABR - DAY

                          HARAH
               But Your Reverence, they won't have her
               around them.

     Alia enters.

                          ALIA
                    (screaming little adult voice)
               Harah!  Would they deny me the right to
               use this mind?...
--
                      ALIA (CONT'D)
                    (using The Voice)
               Would they deny me the right to use this
               voice?...

     Harah's head nearly bursts with pain and she SCREAMS
     as if she were dying.

                         JESSICA
               Alia!

226A.     (Deleted)

228. BACK TO SCENE - EMPEROR'S THRONE ROOM

                         EMPEROR
                    (firmly)
               I want fifty legions of Sardaukar on
               Arrakis at once.

                  SARDAUKAR OFFICER #1
               Fifty legions?...
                    (he looks at the other officers with
                    worry)
               That's our entire reserves as well.

                         EMPEROR
               This is genocide...  the deliberate and
               systematic destruction of all life on
               Arrakis.

228A.     NEW SCENE

     Ships over Arrakis.

229. through 230.   (Deleted)

231. INT. PAUL'S ROOM - SIETCH

     There is a growing, powerful sound of a worm
     approaching as Paul and Chani are lying together in
     the darkness of their sleeping chamber.  Paul's eyes
     snap open and he sees Chani looking down at him (the
     last image of the future in the desert).

                          CHANI
               You were calling my name... it frightened
               me.
--
Page Missing
--
     In the hollow of a huge dune, Paul stops with Chani.
     They share a look into each other's eyes.  Paul
     turns towards the Fedaykin and nods.  They move in
     quickly to tie and wrap Paul in Fremen rope.  They
     move back and wait quietly.  Chani moves in very
     close to Paul.  She holds a glass vial of the blue
     water of life.

                          PAUL
               Hurry!  All I see is darkness.

                          CHANI
               Paul... I will love you forever... in life
               or in death... let Shai-Hulud judge now.
                    (whispering)
               You are my life.

     She pours the blue liquid into Paul's mouth.  Slow
     move into Paul's face as:

                          PAUL
                    (inner voice)
               Now... the test of the water of life...
               what is it that waits for me in this
               darkness?

233A.     INT. PAUL'S MIND

     Fade to black then dissolves to dark blue fluid.  A
     blue drop falls into the blue fluid - a huge low
     thud - then quiet.

233B.     EXT. DESERT - NIGHT

     Cut to Paul screaming horribly in the desert.

235. INT. JESSICA'S ROOM - SIETCH TABR - NIGHT

     Alia walks forward in the very dark room.  Blood
     rushes from her nose.  She forces herself to walk to
     Jessica's bed.  She finds that Jessica's nose is
     bleeding also.  Jessica wakes in pain.  They stare
     at each other in the darkness.

                         JESSICA
               ALIA!

                          ALIA
               Mother - help me!

                         JESSICA
                    (struggling)
               Alia!  What is it?
--
                          ALIA
               It's Paul.  He's taken the Water of Life.

233C.     INT. PAUL'S MIND

     Cut to quiet black - dissolve again to blue -
     another drop - low thud - quietness - fade to black.

245A.     EXT. EMPEROR'S SPACESHIP - SPACE

     The Emperor's space ship soars towards us.

246. INT. EMPEROR'S SPACE SHIP - SPACE

     The Reverend Mother Helen Mohiam is on the floor,
     bleeding from the nose and weak from pain.  The
     Emperor looks on in horror.

233D.     INT. PAUL'S MIND

     Suddenly screaming towards us is white rings, stars
     and a huge Guild Navigator.

233E.     EXT. DESERT - NIGHT

     Cut to Paul's eyes - tightly closed, oozing fresh
     blood.

233F.     EXT. DESERT - NIGHT

     SCREAMING SOUND.  Paul's mouth opens and a giant
     wind is stirred on the desert.

234. (Deleted)

235A.     INT. PAUL'S MIND

     Navigator chewing giant eye and spewing blood and
     light and sounds.  Paul's mouth double exposes over
     Navigator and eye.  The sound from Paul's mouth
     destroys the Navigator and opens the Alam.
     Navigator bursts into a huge light ring and we
     quickly travel through ring after ring and masses of
     liquid stars.  The light increases until it is
     blinding and then in the light...
--
235B.     EXT. FLOWER BLOSSOMING

     A golden flower blossoms and glows brilliantly -
     suddenly the powerful sound of an approaching worm.

236. through 239.   (Deleted)

240. EXT. DESERT - NIGHT

     Chani and the Fedaykin freeze and watch in horror as
     seven giant worms converge on them.  The worms break
     the desert surface and rise, towering over them.
     The worms hover and wait.

                                        DISSOLVE TO:

241. through 245.   (Deleted)

240A.     EXT. DESERT - DAY

     Chani looks to the Fedaykin, then they look at Paul
     who lies motionless.  She cuts the rope bonds with
     her crysknife.  Her fingers tremble as does the
     whole of the desert.

     Paul's eyes snap open.  He sits up slowly.  Chani
     stares at him in awe.

                          CHANI
               Paul... Paul.
240B.     EXT. WAVE CRASHING

     A huge wave crashes and Paul sees the image of his
     father.  Paul slowly gets to his knees, then stands.

240C.     EXT. DESERT - NIGHT

                          PAUL
               Father!...  Father!  THE SLEEPER HAS
               AWAKENED.

     Giant echoes of this phrase reverberate across the
     vast desert.  The worms bend back into the sand and
     leave with thundering power.

     MUSIC FULL.

247. through 250.   (Deleted)
--
251. EXT. ROCK LEDGE - HALL OF RITES - SIETCH TABR -
NIGHT

     The Rock Ledge of Sietch Tabr is filled with
     Fedaykin and monks; Chani, Jessica, Gurney and
     Stilgar stand together near the back.  Paul moves
     out on the Rock Ledge overlooking the Hall of Rites
     which is crowded with Fremen warriors who chant
     "Maud'Dib" along with the powerful sounds of the
     WIND ORGAN and FREMEN war DRUMS.

     Paul raises his open hand.  SILENCE.  Only the organ
     continues with a soft low NOTE.  The Fremen wait.

                          PAUL
               Arrakis... Dune... Desert Planet.

     A quiet, haunting MOAN of recognition of a master
     rises from the Fremen.

                      PAUL (CONT'D)
                    (loud)
               Your time has come.
                    (inner voice)
               Father... our time has come.
                    (out loud again)
               A storm is coming -- our storm... and when
               it comes it will shake the Universe.
               Emperor... we come for you.

     A thunderous ROAR arises.  War DRUMS pound.  The
     ORGAN blows hurricaine of power through the sietch.

                          PAUL
                    (he raises crysknife)
               Long live the fighters!

                         STILGAR
               Long live the fighters!

     Fremen carrying weapons begin moving out in long
     lines from the Hall as the war DRUMS pound.

251A. through 252B. (Deleted)

265. INT. HARKONNEN `THOPTER - DAY

     In one `thopter sits the Baron Harkonnen.  He is
     flown down to the Emperor's ship.

253. EXT. ROCK OUTCROPPING - DEEP DESERT - DAY

A sietch door opens and Fremen warriors stream out.
--
254. (Deleted)

255. EXT. DEEP DESERT - DAY

     The WIND is howling and is starting to blow the
     sand.  Dark sand clouds form in the distance.

256. EXT. ROCK OUTCROPPING - DEEP DESERT - DAY

     Another sietch door opens and hundreds and thousands
     more Fremen pour out.

257. EXT. SHIELD WALL - ARRAKEEN - DAY

     Paul, Stilgar and Gurney watch the Emperor's
     enormous ship on the Arrakeen landing field below.

257A. through 258.  (Deleted)

260. EXT. DEEP DESERT - DAY

     Thousands of Fremen are running, planting thumpers
     as they go.

259. INT. COMMUNICATION ROOM - ARRAKEEN - DAY

                          PAUL
               Gurney, when the storm hits... set off the
               atomics.  I want an opening through the
               entire Shield Wall.  Stilgar?  Do we have
               wormsign?

     Stilgar and Gurney laugh.

                         STILGAR
               Usul... We have wormsign, the likes of
               which even God has never seen.

     Paul smiles.

261. EXT. DEEP DESERT - DAY

     Looking down over the huge desert it looks like a
     living sea of wormsign.  Everywhere ripples appear
     and worms are surfacing.
--
261A.     EXT. DEEP DESERT - DAY

     Thousands of Fremen are running, positioning
     themselves to mount and ride.

262. EXT. DESERT - DAY

     Dust clouds grow faster and the speed of the WIND
     increases.  Sand particles hit at a rock outcropping
     and up close they sound like giant warrior drummers
     pounding before battle.

263. EXT. HARKONNEN SHIPS - DESERT - NIGHT

     Suddenly above come hundreds of SCREAMING space
     ships zooming down across the desert floor and
     towards the landing field.

264. (Deleted)

266. EXT. DESERT - DAY

     The storm is howling now.  Sand blasts against rock
     and rips pieces away.

267. INT. STEEL TENT - EMPEROR'S SPACE SHIP - DAY

                         EMPEROR
               Bring in that floating fat man... the
               Baron.

     The Baron is brought in.  Distant warning SIGNALS
     begin.  The Baron is fighting to contain his fear
     because RABBAN'S HEAD SITS ALL BLOODY ON THE FLOOR
     in front of him.  Finally the Emperor speaks.

                         EMPEROR
               Why have you brought me here?

                          BARON
               Your Highness... There must be some
               mistake... I never requested your
               presence.

                         EMPEROR
               Ah?  But your lack of action demanded it.
               Your dreadful mismanagement, your bad
               judgement in assigning to Rabban --
                    (he gestures toward the head)
               -- the governorship....  You forced me to
               come here and set things straight...
               personally.
--
                         A VOICE
               Bring in the messenger.

     Alia is brought in by the Sardaukar soldiers.  She
     is smiling.

                          ALIA
               I am the messenger from Muad'dib.  Poor
               Emperor, I'm afraid my brother won't be
               very pleased with you.

                         EMPEROR
               Silence!...  I do not court your brother's
               pleasure.

     Suddenly the Reverend Mother looks horrified and
     grabs her throat.

                     REVEREND MOTHER
                    (struggling, speaking)
               Kill this child!!  She's an abomination!!
               Kill her.
                    (points to Alia, who is smiling at
                    her)
               Get out of my mind!!!

                          ALIA
               Not until you tell them both who I really
               am.

                     REVEREND MOTHER
                    (strained speech void of emotion)
               Sister of Paul Muad'dib.

     The Reverend Mother slumps.  The Baron's mouth flies
     open.  The Emperor's face goes pale, his lips
     tremble.

                         EMPEROR
               Paul's sister... Paul is Muad'dib?!

     He turns quickly and looks at the two Guild agents
     present in the room.  They stare at him icily.  Alia
     is smiles happily.

268. INT. COMMUNICATION ROOM - ARRAKEEN - DAY

     Paul smiles.

                          PAUL
                    (laughs)(to Gurney and Stilgar)
               Alia keeps pace with the storm.
--
     Gurney and Stilgar don't understand.  Suddenly
     enormous dust clouds and LIGHTNING sweep up over the
     Shield Wall.

                          PAUL
               Gurney, now!

     Gurney gives a hand signal and...

                         GURNEY
                    (they put on their hoods)
               Atomics!

269. EXT. SHIELD WALL - ARRAKEEN - DAY

     ...TWENTY EXPLOSIONS of hydrogen bomb intensity go
     off in a row, cutting a huge gorge through the width
     of the massive Shield Wall.  As the EXPLOSIONS go
     off, a WIND howls, destroying much of Arrakeen and
     covering the rest with tons of sand.  Sand rips at
     the Palace and the Emperor's ship.

270. INT. STEEL TENT - EMPEROR'S SPACE SHIP - DAY

     Alia smiles as they HEAR the tremendous roaring,
     atomic screams of the explosions.  The Emperor's
     ship's warning SIGNALS are now close and loud.

                          ALIA
               My brother is coming... with many Fremen
               warriors.

     A Sardaukar rushes in.

                  SARDAUKAR OFFICER #2
               The Shield Wall is gone.

                         EMPEROR
               Impossible!

                          ALIA
               Not impossible.  I told you... He is here
               now.

                  SARDAUKAR OFFICER #2
               Majesty, into the ship!

                         EMPEROR
                    (to his officers)(rising)
               Release the Sardaukar.  Baron... give this
               little abomination to the storm.

     They all leave the room, including the Sardaukars.
--
270A. through 271.  (Deleted)

272. INT. STEEL TENT - EMPEROR'S SPACE SHIP - DAY

                          BARON
               I have her, Majesty!

     The Baron floats down to her.  Alia turns to him --
     still smiling.  With a flash of her hand she reaches
     out and swipes at the Baron's face.  He CRIES OUT in
     pain.  She pulls his suspensor plugs and pushes him
     back, then slowly shows him the tiny needle she
     holds in her hand.  He spins crazily as he screams
     from the poison.

273. EXT. SHIELD WALL - ARRAKEEN - DAY

     Worms, each with hundreds of Fremen on them, come
     slithering through the newly-formed canyon in the
     Shield Wall.

273A.     EXT. WORMS - SHIELD WALL - ARRAKEEN - DAY

     Paul rides the lead worm with Gurney and Stilgar by
     his side.  The storm is howling and blowing with
     horrifying intensity.

273B.     INT. EMPEROR'S SPACE SHIP - CONTROL ROOM - DAY

     The Emperor and his Sardaukar officers in a darkened
     room where they are horrified to see on the screens
     the hundreds of worms which are coming into the
     Arrakeen valley.  All their faces show fear.

272. BACK TO SCENE
     INT. EMPEROR'S SPACE SHIP - GREEN THRONE ROOM - DAY

     Suddenly the wall behind Alia and the spinning Baron
     is completely blown away by a BLAST.

     The Baron floats and spins out into the storm.

274. EXT. ARRAKEEN - DAY

     As the worms enter the Arrakeen basin they meet the
     Sardaukar.  The Sardaukar don't have a chance -- the
     worms suck them up by the hundreds.  The Fremen on
     the worm's backs fire weapons, killing the few
     Sardaukar the worms leave behind.

275. EXT. LANDING FIELD - ARRAKEEN - DAY

     The space ships which were recently airborne are now
     crashing because of the storm.
--
272A.     NEW SCENE

     The Baron floats and spins high in the dust clouds
     of the storm over the Arrakeen Valley.

274A.     NEW SCENE

     The worm, that Paul, Gurney and Stilgar are riding,
     suddenly rears up.  Its mouth opens.  The Baron
     appears as a tiny spinning shape.  He flies directly
     into the mouth of this collosal worm and is
     devoured.

277. EXT. STEEL TENT - LANDING FIELD - ARRAKEEN - DAY

     A thousand Fremen battle Sardaukar outside the
     Emperor's tent.  They soon overpower them and rush
     into the giant steel structure.

278. EXT. LANDING FIELD - ARRAKEEN - DAY

     The entire airfield is now filled with wild worms,
     Fremen, and dead or dying Sardaukar.

276. EXT. LANDING FIELD - ARRAKEEN - DAY

     Alia moves dreamily among the dying Sardaukar.

279. through 280.   (Deleted)

281. INT. GREAT HALL - ARRAKEEN PALACE - DAY

     Paul enters the Palace hall and the first thing he
     sees is the giant bull's head.  The horns have been
     blown off and the Atreides banner has been stuffed
     and wired into the mouth.

     A WIND moans through the Palace.

     Paul turns.  Gurney and several guards bring in the
     Emperor, Irulan, the Reverend Mother, Sardaukar
     generals, Guildsmen, Feyd and Thufir.  The Fedaykin
     and Fremen troops line the walls.

     Paul's eyes meet Feyd's -- Feyd gives him an evil
     smile.

     Paul turns and looks at the Emperor, who stares back
     defiantly.  Paul moves his gaze to Irulan, who
     lowers her eyes.  He then sees his old teacher,
     Thufir Hawat, whose tired eyes wander helplessly.
--
                          PAUL
               Gurney... I see Thufir Hawat among the
               captives.  Let him stand free.

                         GURNEY
               My Lord?

                          PAUL
               Let him stand free!

     The Emperor turns nervously to Feyd, who passes a
     golden dagger to Thufir.

                          FEYD
                    (to Thufir)
               The antidote...

                         GURNEY
                    (gestures to Thufir)
               Thufir.  Come.

     Thufir approaches Paul, concealing the knife.  They
     come face to face.  The Emperor seems strangely
     tense at this moment.  Paul notices this.  He looks
     Thufir over.

                      PAUL (CONT'D)
                    (inner voice)
               A knife....
                    (out loud)
               In payment of the many years of service to
               my family, you may know ask of me anything
               you wish.  Anything at all.
                    (quietly)
               Do you need my life, old friend?

     He turns his back on him.

                      PAUL (CONT'D)
                    (quiet)
               It is yours.

     Thufir's eyes grow sad and wide.

                          PAUL
               I mean this, Thufir.  If you are to
               strike, do it now.

     Thufir's hand rises, as Jessica gasps, but the old
     Mentat pulls his heart plug out with a quick tearing
     motion.  Paul turns and catches him as he sags.

     His head lolls back and he looks up to Paul
     urgently.
--
                     THUFIR (CONT'D)
               Three... generations... of you...

     His breath escapes him and he is dead.

                          PAUL
                    (to the guards)
               Carry this noble Atreides warrior away.
               Do him all honor.

     The guards do as they are instructed.

                          PAUL
               Emperor Shadam the IV... there are Guild
               Heighliners above us containing many Great
               Houses of the Lansraad....  SEND THEM
               BACK!

                         EMPEROR
               How dare you speak to me...

                      GUILDSMAN #2
                    (speaking into electric microphone)
               Stop your speaking!!

                          PAUL
                    (to the Guildsmen)
               Good.  You have some idea of what I would
               do but I will tell it to one who has never
               been seen... one who hides deep in the
               Heighliner control rooms.  He will hear it
               first.

                      GUILDSMEN #3
                    (fear)
               No!

     Paul smiles as we move closer and closer to him.

282. INT. CONTROL ROOM - HEIGHLINER - SPACE

     Suddenly we are in the Heighliner control room, near
     the floor in the chemical spills.  We move up into
     the orange gas.  THUNDERING begins to shake the
     Heighliner.

                       PAUL (V.O.)
               Where are you....  Let me see you or there
               will be no spice.
--
     We move into very thick gas and there is a ROARING.
     Suddenly Paul sees the Third Stage Navigator.

                   PAUL (V.O.)(CONT'D)
               You know what I'm about to say is true....
               I have the power to destroy the spice
               forever.

     The Guild Navigator's mouth stretches back in a
     horrible MOAN.  The moan becomes more pained and
     grows louder and louder.

283. INT. GREAT HALL - ARRAKEEN PALACE - DAY

     The Guildsmen in the room are MOANING and SCREAMING
     and swarming out towards the doorway -- the Fremen
     stop them.  The Emperor and all are amazed and
     frightened.  There is a long hush.  The old Reverend
     Mother then turns and glares at Paul.

                      PAUL (CONT'D)
               Don't try your powers on me.  Try looking
               into that place where you dare not look.
               You'll find me there staring back at you!!
               You Bene Gesserit have waited ninety
               generations to produce the one person your
               schemes required.  Here I stand.  But... I
               will never be yours.

                     REVEREND MOTHER
               Stop him, Jessica!

                         JESSICA
               Stop him yourself.

                          PAUL
               You saw a part of what the race needs in
               the beginning.  In time you perverted the
               truth.  You sought to control human
               breeding and intermix a select few
               according to a selfish master plan.  How
               little you understand.

                     REVEREND MOTHER
               You mustn't speak of...

                          PAUL
                    (using The Voice)
               SILENCE!

     The old woman is shot backwards by the power of his
     shout.  Her breath is knocked out of her.

                      PAUL (CONT'D)
               I remember your gom jabbar, now you
               remember mine.  I can kill with a word.
--
     A Fedaykin stand forward and recites from the
     prophecy.

                       FEDAYKIN #1
               ...and his word shall carry death eternal
               to those who stand against the righteous.

     Feyd hears this and is angered.

                          FEYD
               The righteous!

                          PAUL
                    (to Emperor)
               There is a Harkonnen among you.  Give the
               Harkonnen a blade and let him stand forth.

                         EMPEROR
               If Feyd wishes, he can meet you with my
               blade in his hand.

                          FEYD
               I wish it.
                    (steps forward)

                         GURNEY
               This is a Harkonnen animal.  Let me,
               please, my Lord.

                          PAUL
               The Emperor's blade.

     Feyd takes up the Emperor's blade with a smile.
     Paul takes out his crysknife.  They begin to circle
     each other.

     Paul smiles, circling still.  Suddenly, Feyd leaps,
     his blade jabbing savagely outward, but Paul easily
     evades it, moving away.  They begin to circle again.

     He makes another pass at Paul that comes dangerously
     close, but again, Paul is away, a frozen smile on
     his face.

                          FEYD
               Why prolong the inevitable?  I will kill
               you!  I will kill him!

     Feyd smiles.  He lashes out biting Paul's hand.
     Feyd LAUGHS in triumph.

     Feyd leaps forward jabbing, his right hip also
     forward.  Yet Paul, although a little slowly, again
     reels away.  Again, Feyd thrusts.
--
     This time Paul jabs with his crysknife, but Feyd
     moves away effortlessly.  Feyd counters and kicks
     Paul to the ground.

                          CHANI
               Paul!

     Paul is up instantly and he circles with Feyd.

                          FEYD
                    (smiling)
               Who is the little one?  A pet, perhaps?
               Will she deserve my special attentions?

     Paul jabs out, his crysknife slashing.  Feyd grabs
     his arm, and Paul his, the two men locked in a
     straining clinch.  Feyd presses his right hip closer
     and closer to Paul's body.  Paul strains to keep it
     away.  Suddenly, the gom jabbar flips out of Feyd's
     girdle, but on the left side, and he lunges
     powerfully with it at Paul, who just barely misses
     taking it in his skin.  He throws Feyd back, but not
     before Feyd's feet strike out, sending Paul to the
     floor.  Feyd leaps onto him.

                          FEYD
                    (whispering)
               You see... your death... my blade will
               finish you.

     Suddenly, Paul, with lightning swiftness, pushes
     Feyd up and over.  He is on top of him in a flash.

     Paul's crysknife flashes up, thrusting upward
     through Feyd's jaw.  Feyd's mouth opens as the knife
     continues up through his tongue and through to his
     brain.  Feyd's eyes go wild, then glaze over as he
     jerks dead on the floor.  Paul slowly gets to his
     feet, breathing heavily.  Anger still seething in
     him, Paul issues a SOUND -- a loud, horrible,
     powerful sound, and Feyd's internal organs rupture
     and the stone floor under him cracks open.  The
     Fedaykin smile.

                       FEDAYKIN #2
               Usul no longer needs the weirding module.

     Everyone stares in disbelief.  Paul looks to the
     Emperor.

                          PAUL
               Now, I will tell you how it will be.
               Irulan shall be my wife, opening the way
               for an Atreides to take the throne.

                         EMPEROR
               I sit on the throne!!
--
                          PAUL
               You will sit on a throne on Selusa
               Secundus, your prison planet.  Either that
               or you will die.

     The Emperor is still.  Paul moves to Chani.

                      PAUL (CONT'D)
                    (to Chani)
               The Princess shall have no more of me than
               my name... no child of mine or touch the
               softness of glance... nor instant of
               desire....  This is my promise to you...
                    (whispering)
               ...my love.

     Paul turns back to the others.

     Jessica turns to Chani and whispers to her.

                         JESSICA
               Think on it Chani... We who carry the name
               of concubine... history will call us
               wives.

     Alia enters with two monks.  She signals and one of
     them places a cloak over Paul's shoulders.

                          PAUL
               The Fremen have the word of Muad'dib.
               They will have their Holy War to cleanse
               the Universe... they will have Arrakis...
               Dune... their planet.  There will be
               flowing water here open to the sky and
               rich green oases.  For the spice there
               will always be some desert.  There will be
               fierce winds and trials to toughen men.
               We Fremen have a saying...
                    (he stares at the Reverend Mother)
               "God created Arrakis to train the
               faithful."
               One cannot go against the word of God.

     Everyone in the room stares at him soundlessly.

                          ALIA
               And how can this be?

     There are three powerful drum hits.

                      ALIA (CONT'D)
               For... he is the Kwisatz Haderach!
--
284. EXT. ARRAKEEN PALACE - DUSK

     Paul opens his mouth and issues an ever increasing
     wind.  Lightning and thunder begin.  Clouds begin to
     form over the Palace.  In the half-light of dusk,
     thousands of Fremen watch the sky.  Giant golden
     lights are illuminated and their rays shoot far into
     the sky illuminating the growing clouds.  Five
     tremendous bolts of lightning suddenly unleash a
     downpour of RAIN ON ARRAKIS.  The Fremen stand
     awestruck as they are drenched with water falling
     from the sky.

285. INT. GREAT HALL - ARRAKEEN PALACE - DAY

     WE MOVE through Paul's glowing blue eyes into
     beautiful blue luminescent light.

     A gigantic WIND arises, and suddenly appearing in
     the blue light is an ocean of light rolling like
     gold glass off into infinite.  The blue becomes
     darker and a golden lotus flower blooms in the
     night.

                         THE END


This script was found in INFlow. It was shameless taken off from somewhere
else, may god, copyright owners and people who worked hard and were not
credited forgive us.













                              DARK CITY

                                 by
                             Alex Proyas







                            REVISED DRAFT
                         November 29th, 1992





     DARKNESS

     A LOW RUMBLE increases in volume.


     FADE UP:

     A BLACK-GLOVED HAND wraps around a bulky electrical lever,
     thrusts FORWARD.

     SNAP!  -  Electricity arcs through darkness.

     O.S. sound of MACHINERY turning ON.

     TITLES OVER

     MONTAGE OF CLOCKS starting  -  various.  Second hands turn  -
     TICKING gets louder.


     INT.  BATHROOM  -  NIGHT

     SHADOWS DANCE.  A bare bulb swings from the ceiling revealing:
     clothes on a chair, puddles of water on the floor...

     SLEEPING EYES in and out of darkness.  The eyes open.
     Confusion.

     WIDEN ANGLE ON JONATHAN WHITE  -  a man in his early thirties,
     dark featured.

     He sits up.  Water splashes.  He's in a tub of long cold water.
     His neck aches like he's been sleeping forever.

     He looks down into the murky water around him.  A feint
     movement beneath the surface, something swimming  -  A SMALL
     DARK SHAPE.  Startled, he leaps from the bath.

     ANGLE  -  THE SWINGING LIGHT BULB.  The man's hand reaches up,
     stops the light-bulb mid swing.

     He steps to a circular window.  The glass is cracked, covered
     in grime.  He wipes it, this only smears the dirt.

     It's dark out there.


     EXT.  BUILDING  -  NIGHT

     ANGLE ON WHITE  -  from outside the window, through blurry
     glass.

     A RAPID FLYING P.O.V. PULLS BACK in silence.  The window is a
     SPECK on the side of a vast grey tower.

     BACK IN THE BATHROOM

     White shivers, cold.  He stares down at the puddle he drips on
     the floor.  He looks at his feet and legs, covered with
     numerous SMALL BITES.  He dries the bloody wounds with a towel.

     He picks up the clothes lying on the chair, puts them on.
     Loose trousers with braces, a plain shirt, leathers shoes with
     HOLES in both soles.  In his trouser pocket he finds a key  -
     a room number on a plastic tag.

     He hears splashing in the bath-tub.  He steps over, looks into
     the murky water.  Suddenly a SMALL SILVER FISH leaps from the
     water, lands at his feet, panting heavily and flapping about.

     He leans down, picks the fish up, throws it back into the
     water.

     Like a blind man, he feels the walls, comes to a door in the
     shadows.  He hears something on the other side, hesitates, hand
     inches from the doorknob.  He leans down.

     TIGHT ON HIS EYE

     Blinking through the key-hole.

     P.O.V. OF AN EMPTY ROOM  -  A glimpse of motion  -  the door
     across the room (leading to a corridor?) is shutting.


     INT.  HOTEL ROOM  -  NIGHT

     WHITE pushes the door open, steps into the adjoining room.

     No sign of life.  Cheap decorations.  He walks around
     cautiously.  Turns lights on.  Then reconsiders.  Turns them off
     again.  Disturbed, he studies his features in a wall mirror.

     ANGLE ON OPEN BATHROOM DOOR  -  the fish has jumped from the tub
     again and is flapping on the floor.

     White steps back into the bathroom.  He picks up the fish again,
     doesn't know what to do with it, so he puts it in his pocket.

     BACK IN THE OTHER ROOM

     He searches through things.  A grey overcoat in the closet.  He
     goes through the pockets, finds a WALLET.  No I.D., just a
     laundry bill, some money and a postcard from a sea-side town.

     ANGLE ON A REVOLVER on the bed-side table.  He picks it up, his
     grip tightens on the handle, his finger applies pressure to the
     trigger and...

     BANG!

     The gun goes off.  A BULLET RICOCHETS wildly around the room,
     bounces off the metal bed-head, smashes a vase, embeds itself
     in the wall.

     Startled, he holds the gun away from him like it might go off
     again.  He examines it carefully now.  Opens the chamber.

     TIGHT ON THE GUN  -  Five bullets left.

     He turns the chamber carefully, shuts it, puts the gun in the
     inside pocket of the coat.

     He moves to the bed.  A RIPPED PHOTOGRAPH on the rug.  A
     fragment of a woman's face, her left eye.  He lifts the
     fragment up.  There's handwriting on the back, part of a note:

               ...MEANS THE MOST TO ME.  LOVE YOU
               FOREVER.  -  E...

     The rest is missing.

     He sits on the edge of the bed.  As he does this, he notices
     something else on the floor.

     HIS P.O.V.  -  follows a dark stain on the floorboards, to a
     woman's bare foot behind the bed.  He stands abruptly, fumbles
     across the bed to stare into a dark corner of the room.

     In the shadows he can make out a woman's naked BODY lying in a
     pool of blood.  Her eyes stare lifeless.

     White stumbles back in horror, throws his hands across his
     mouth.


     INT.  HOTEL CORRIDOR  -  NIGHT

     White stumbles from the room, leans against a wall for support.

     Lights flicker.

     At the end of the corridor, elevator doors open.  Light and
     musak flood out.


     INT.  LOBBY  -  NIGHT

     White staggers from the elevator, moves past a deserted front
     desk.  A VOICE from the back room:

                         HOTEL MANAGER O.S.
               Hey, you! You gotta message.

     White stops, looks uncertainly towards a bead curtain.

                         WHITE
               What?

                         MANAGER O.S.
               Message in d'box!  You deaf?

     White sees several nooks for messages and keys in front of him.
     Reaching across the desk, he glances through the bead curtain
     into the manager's office.  TELEVISION SOUNDS O.S.

     HIS P.O.V.

     Hard to see  -  the man sits in the chair, lit by the glow of
     the T.V. set.  White grabs the note, looks at it.  A PHONE
     NUMBER, also his room number, and what appears to be his name:
     JONATHAN WHITE.  That's all.  White thrusts the message in his
     pocket.

                         MANAGER O.S.
               Got my money?

                         WHITE
               What?  I...  How long have I been
               here?

                         MANAGER O.S.
               Jeez, too damn long if you ask me!
               What about the two weeks y'owe me...

     Totally confused, White turns to leave, sees something.  Stops.

     HIS P.O.V.  -  A painting on a wall (cheap print variety)  -
     waves on a beach.  A breeze rustles the pages of a calender,
     pinned beside the picture.
   
     TIGHT ON WHITE  -  MOVE IN on his ear.  O.S. SOUND  -  surf
     crashes on shore.  A WOMAN'S VOICE WHISPERS:

                         VOICE O.S.
               What is your name...  What is your
               name...

     He backs away from the painting, looks about the lobby in panic
     -  sees a sign:  TOILETS.  A painted hand points the way.

                         MANAGER O.S.
               Hey!

                         WHITE (without turning)
               I'll be back later.

                         MANAGER O.S.
               Yeah.  Well, y'better be.
          
     CAMERA REVEALS A FIGURE  -  watching from a shadowy corner of
     the lobby.

     As White runs out, the MYSTERY MAN picks up a pay-phone, dials.
     Whispers into the receiver in a foreign language.


     INT.  CORRIDOR  -  NIGHT

     White pushes shakily through a red door, runs down a corridor.
     Pipes steam and drip water.  He rounds a corner, slips, nearly
     falls.


     INT.  MEN'S ROOM  -  NIGHT

     Puddles on the floor, stains on the walls.

     White bursts through the door and into a cubicle.  He bends
     over a toilet bowl and VOMITS.

     ANOTHER ANGLE

     He looks up, wipes his mouth on his sleeve.  A breeze tugs at
     his stringy hair.  A tiny ventilation grill above the cistern
     looks out at the street.

     HIS P.O.V.  -  OUTSIDE

     Sheets of newspaper blow past.  A full moon, surrounded by
     blood red clouds, hangs above empty streets.


     INT.  CINEMA  -  NIGHT

     A WATCH  -  on a hairy wrist.  Seconds tick past.  Soft
     flickering light.  VOICES O.S.

     ANGLE ON FRANK BUMSTEAD  -  police inspector.  He looks down at
     the watch.  Time to leave.  He STANDS, heads for an illuminated
     exit sign.

     Images flicker on a SCREEN.  The inspector rushes to the door,
     runs into an USHER, who gasps.

                         BUMSTEAD (to usher)
               Gesundheit!

     Bumstead quickly moves off.


     INT.  CINEMA LOBBY

     The INSPECTOR makes a call, licks the tip of a pencil,
     scribbles in a notebook.  Behind thick glass, he argues
     soundlessly into a phone.

     BIG IN FOREGROUND  -  a popcorn machine rattles noisily.

     INSIDE THE BOOTH

     The inspector is upset, face strained.  A MALE VOICE chatters
     quickly through the receiver.

                         BUMSTEAD (cuts in)
               ...but you told me the meeting was
               ten-thirty.

     A burst of chatter.

                         BUMSTEAD
               I know, sir, but I can't make it at
               nine-thirty...  It's  -  um  -  well,
               inconvenient...

     A stream of chatter stops him.

                         BUMSTEAD
               Yes, sir...  I understand...  Yes...
               But, I've done fine so far without an
               assistant...

     The inspector tries to interject as the VOICE cuts in again...

                         BUMSTEAD
               But...  But I...  I...
                    (defeated)
               Nine-thirty.  Yes.


     INT.  MEN'S ROOM

     We are underwater.  WHITE's FACE swims into view.  Bubbles spew
     from the mouth,  the eyes stare in horror.

     ANGLE ON MEN'S ROOM

     White washes his face in a sink.  He looks up, wipes his face
     dry with his coat.  He turns towards the door to leave.

     There are TWO  -  identical.  He cannot remember which he came
     through.  Takes a guess, opens one and steps into darkness.

     He realizes he's picked the wrong door, tries to go back but
     the door CLICKS behind him:  locked.


     INT.  CONCRETE TUNNEL

     Pitch black.  Trickling water.  A distant voice over a P.A.
     system recites names, followed by numbers.  A LIGHT, far away.
     White walks towards it.

     He steps into a bare concrete area, a public phone hangs on a
     blank wall.  He pulls a coin from his pocket, puts it in the
     slot, dials the number on his message.  Ringing  -  no answer.

     Suddenly White feels cold.

                         VOICE O.S.
               There you are.

     Startled, White drops the phone and turns.  A figure moves
     forward out of darkness:

     ANGLE ON THE MYSTERY MAN from the hotel lobby.  The stranger
     wears a long black coat, dark glasses, and has extremely pale
     skin.  He is completely bald.  He studies White carefully.

     White glances about nervously  -  walks back up the corridor,
     his eyes pinned to the man.

                         MYSTERY MAN
               You are lost, yes?

     White retreats faster.

     A FLASH OF STEEL  -  a dagger appears by the stranger's side,
     gripped in a black leather glove.  He moves forward, a grin on
     his pale face.

     White stops, backs against the wall.

                         MYSTERY MAN
               Co-operate.  Do not make this
               difficult.

     White panics  -  he's cornered.  He remembers the revolver.  He
     pulls it from his coat and LEVELS it at the stranger, his hand
     shakes terribly.

     ON THE STRANGER continuing to advance.  Something about his
     eyes makes White immobile, unable to think clearly.

                         MYSTERY MAN
               You will not shoot, yes.  There is a
               place in your mind, a corner of
               darkness...

     THE GUN FIRES again and again.  Red splashes appear on the man.
     His shoulder.  His leg.  His neck.  He walks forward, with
     spastic jerks as bullets RIP into him.

     A final shot POINT BLANK into the stranger's forehead.  A
     stream of black liquid spouts from the hole.

     Blue smoke clears.  The man stands motionless, his mouth hangs
     open.  Then his eyes roll up, and he collapses to the ground.


     INT.  MORGUE  -  NIGHT

     CLICKING of new leather shoes, walking, striking tiles.
     INSPECTOR BUMSTEAD strides down a silent corridor.  He reaches
     into his pocket, removes a SURGICAL MASK, places it over his
     nose and mouth.

     WIDER ANGLE

     Bumstead steps up to a bald man with a moustache standing at
     the end of the corridor.  The man, who is dressed identically
     to the inspector, is his superior:  CHIEF-INSPECTOR STROMBOLI.

                         BUMSTEAD
               Good evening, sir.

                         STROMBOLI
               Yes.  This way.

     STROMBOLI leads the inspector into a tiled room containing
     several COVERED BODIES.  The two men are greeted by a cheerful-
     looking MORTICIAN.

                         MORTICIAN
               Welcome, gentlemen.  Youíre early.
               Here for the examination, right?

     Stromboli nods, then ignores the mortician and walks along the
     row of corpses.  Bumstead follows.

                         STROMBOLI
               The handiwork of an extremely sick
               individual.

     He throws back covers to reveal horrible mutilations.

                         STROMBOLI
               Youíve read the reports.  Not much to
               go on.  We know nothing about him,
               except that he likes to cut them...
               Always the same type of blade.
               Forensics match in each case...
               Anyway, it's all in the reports, read
               them for yourself.

     STROMBOLI shakes his head, turns away from the final body,
     looks at the inspector.

                         STROMBOLI
               Why are you wearing that thing on
               your face?

                         BUMSTEAD
               Germs, sir.  These places are full of
               them.

                         STROMBOLI
               I see.
                    (continues)
               One thingís for sure, heís ambitious.
               Youíll be a busy man from now on.

                         MORTICIAN
               You can say that again.

     Stromboli looks annoyed at the smiling man.  The Mortician
     becomes serious and goes back to his work.

                         BUMSTEAD
               What about Thompson, sir?  Wasnít
               this his case?

                         STROMBOLI
               Thompson suffered a kind of severe
               delusion or some damn thing.  Anyway
               he isnít with us any longer.  The
               case is yours.  Go through his files.
               Take what you need.
                    (less business-like)
               By the way, howís your mother?

                         BUMSTEAD
               Sheís getting better, thanks.  She...

                         STROMBOLI (cuts in)
               Very good...

     The chief-inspector turns, paces to the door briskly.

                         STROMBOLI
               Letís go, Bumstead.  So much to do
               and so little time.


     EXT.  BUILDING  -  NIGHT

     A large faded BILLBOARD advertisement on a building facade.  A
     portrait of a smiling woman clutching a product called, "LUMP-
     O"  -  a cereal box carton.

     THE CAMERA MOVES IN STEADILY, rises upwards, CLOSER on the
     womanís face, finally enters a hole at the centre of her
     PAINTED IRIS.


     INT.  STAIR-WELL

     A raftered room on the other side of the billboard.  CAMERA
     TILTS TO a convoluted staircase  -  at the base, the SHADOW OF
     A MAN runs.

     FEET pace rapidly.  TILT UP TO REVEAL  -  WHITE.

     CAMERA FOLLOWS as he tries to lose himself from possible
     pursuers.  He steps through a low archway into a back alley,
     rounds a corner.

     A DEAD-END.  White stops, looks around, then up.  Heís breathing
     heavily, trying to catch his breath.  He starts to shake.

     ABOVE, the walls stretch into darkness.  An OPENING way up
     there  -  he can see stars.  Something dark crosses the gap of
     sky.  A RUSHING NOISE in the distance.  Wind starts to pick up.

     Trash is being kicked up.  A sheet of NEWSPAPER wraps around
     Whiteís leg.  He tries to kick it away repeatedly but it wonít
     come off.  He bends down, grabs it to throw it away, but
     something grabs his eye.

     He stares at the page for a moment  -  then his LEGS SLIP from
     under him and he falls to the ground.  He holds his head like
     itís going to explode.  A whimper deep in his throat.  His body
     is trembling violently.

     PUSH IN TIGHT on the paper on the ground.  A front-page
     headline:  MAN-HUNT CONTINUES FOR SERIAL KILLER!

     White looks up  -  terrified.  The RUSHING NOISE O.S. again.

     HIS P.O.V.

     ON THE WALL facing him, a DOOR has appeared where moments
     before there was nothing.  The door creaks open to reveal
     ANOTHER DOOR WITHIN.  This one extends outwards on the end of a
     lengthening wooden shaft.

     White, stands quickly, thrusts the newspaper into a pocket.
     Tries to side-step the ADVANCING DOOR but itís too late, he can
     only open it and step through, to avoid getting pinned to the
     wall.


     INT.  HOTEL LOBBY  -  NIGHT

     HAND-HELD P.O.V. THROUGH the swaying beads hanging in the back-
     room doorway.  TWO FIGURES peer into the room.

                         FIGURE 1
               We are looking for Jonathan White.

     THE HOTEL MANAGER looks up, moves forward into light:  a squat,
     hunch-backed man with glasses.  He steps through the beads,
     glares at the intruders.

                         MANAGER
               What for?

     ON THE MEN  -  an uncanny resemblance to the one who tried to
     kill White.  Black coats, glasses, pale skin.  Creepy.

     A BLACK GLOVED HAND flashes forward, grips the managerís face
     and doesnít let go.  The manager struggles, gulps for air.
     Heís pushed back heavily against the wall.

                         MAN 1
               Which room is he in?

     The leather glove SQUEEZES, blood trickles from the managerís
     ears, through the fingers.


     INT.  ROOM 43

     ANOTHER (VERY SHORT) FIGURE is searching the room.  He hears
     NOISES O.S. in the corridor, runs to the door, presses against
     the wall.

     ON THE MAN  -  FREDRICK  -  a stunted body, an oversized head,
     thick limbs.  The rest of his features lost in shadow.

     The door swings open, a shaft of light floods the dark room.

     ON THE TWO MYSTERY MEN as they step in and look around.  They
     search the room, knock stuff over.  One of the men kicks at the
     womanís corpse in the corner.  Behind him, Fredrick, still
     hiding near the door, slips into the corridor unnoticed.


     EXT.  FLYING P.O.V.  -  NIGHT

     A FLYING PERSPECTIVE past buildings.  An INSECT-LIKE BUZZING
     O.S.  Way down BELOW, in a canyon of silent buildings, a LONE
     FIGURE walks.


     EXT.  DOWN ON THE STREET

     A breeze pulls at WHITEís hair and coat.  He takes out the
     wallet  -  a few dollars.

     HIS P.O.V. AS HE WALKS

     The city is DEAD.  Empty.  Desolate.  Buildings hang down out
     of black.  Day-time was never invented.

     As he puts the wallet back in his pocket, a BUSINESS CARD he
     hadnít noticed, flutters to the ground.  He stops, picks it up.
     In simple print:  DOCTOR D.P. SCHREBER M.D., a phone number.
     Scribbled handwriting on the back says:  Thursday 0930.

     ON WHITE  -  he glances across the street.

     HIS P.O.V.  -  A cafe.  A broken NEON FISH buzzes above the
     doorway.


     INT.  CHINESE CAFE

     He walks up rickety stairs, into a small room with five or six
     tables.  Empty.  Dirty.  He sits and waits.

     A CLOCK ticks on the wall  -  midnight.  White coughs, for
     attention.

     A NOISE from a doorway.  A SHADOW moves towards him, dragging
     one foot as it walks.  A SMALL ASIAN WOMAN appears and limps to
     his table.  She speaks very quickly IN CHINESE.  He does not
     understand.

     She points to a chalk board on the wall  -  a list of dishes
     also in Chinese, only one in English  -  the last one.  At the
     bottom.  In small print.  "NOODLES".

                         WHITE (nods)
               The noodles.  Iíll have some noodles.

     The old woman rips a YELLOW TICKET from a pad, gives it to
     White.  A number on it.  She points her crooked finger again
     at a SPEAKER BOX above a small serving window in the wall.  A
     greenish fluoro pulses from the room within.

                         WOMAN
               We call.

     She leaves again.

     White looks about the empty room.  Insects are zapped on an
     illuminated DEVICE hanging on the wall.  An old air-conditioner
     RATTLES noisily.

     NOISES from the kitchen  -  voices argue in Chinese, a baby
     cries.  Then SILENCE.

     White removes the newspaper from his coat and spreads it on the
     table.

     He overcomes his fear, starts to read the article.  Leans
     forward, hands trembling.  Without realising, he holds the
     paper OVER A CANDLE burning on the table.  The paper CATCHES
     FIRE, is engulfed.  He drops the flaming page on the table.  Now
     the table-cloth starts to burn.

     White is frantic.  On a nearby table he finds a pitcher of
     water, and dumps this on the flames.  It kills the fire but
     leaves a black hole in the table-cloth.  The paper is ash.

     He moves to another table pretending nothing happened, fans the
     smoke away.


     INT.  POLICE STATION  -  NIGHT

     BUMSTEAD is moving quickly.  He suddenly trips and falls to the
     floor.  He curses under his breath, then looks up.

     HIS P.O.V.

     A door  -  THOMPSON:  DETECTIVE/INSPECTOR on the frosted glass.
     Bumstead stands, pushes into the office.

     INSIDE
 
     A total mess  -  paperwork everywhere, dozens of used coffee
     cups, rotting food in greasy paper bags.  Bumstead shakes his
     head.

                         BUMSTEAD
               A real shame...

     He starts to look around.

     TIGHT ON FILING CABINET  -  a drawer is pulled open.
     Thompsonís files are also a mess.  Bumstead continues to shake
     his head.  He reaches for a file.  A loud SNAP!

                         BUMSTEAD (screams)
               YAAAAAAAAAH!

     He recoils.  A mousetrap has snapped over his fingers.  He
     pulls it off his hand, throws it to the floor, cursing.


     INT.  CHINESE CAFE

     White is still waiting for his food.

     He leans down to scratch an itchy ankle, lifts his trouser leg
     to examine the bites  -  worse, inflamed.  He uses a napkin to
     wipe at the pus.

     AERIAL PERSPECTIVE OF A FLY  -  circling the room, looking down
     on White.

     ON THE FLY  -  It lands on a plate of half eaten food on
     another table.  The creature is some kind of SURVEILLANCE
     DEVICE  -  half insect/half machine.  Itís spying on him.  MOVE
     IN TIGHT as inbuilt camera lenses focus in its head.  It shits
     on the food behind it.

     White is oblivious to this.  Heís finished examining his leg,
     is sitting quietly.  He yawns.  His head nods forward briefly.

     A NOISE.  White looks up.

     A TRAP-DOOR has opened in the ceiling.  Two feet in black
     leather shoes descend from the hole.  A sea breeze blows
     through the room.  The SOUND OF SURF, SEAGULLS CRYING.

     ON Whiteís nose twitching.  He can smell the ocean.

     The WALLPAPER COMES ALIVE  -  like a seething tangle of worms.

     One by one, THREE MEN in black coats lower into the room,
     floating on air.  They pull out knifes, step forward.

     ON WHITE rigid with terror.

     ON THE MEN  -  though their faces cannot be seen clearly in the
     gloom, they too resemble the MAN who confronted White earlier.
     They walk towards him slowly, holding knifes above their heads.
     Ready to attack.  They lean over him, pause dramatically.

                         MAN 1
               Donít fall asleep.
                    (chuckles softly)
               Might never wake, yes.

     This Man turns to the others.  They all smile, then turn back
     to White.

                         MEN (in unison)
               Fifty-six.

     ANOTHER VOICE has been speaking softly  -  now it is louder.
     Repeating:

                         VOICE
               Fifty-six...  Fifty-six...

     ANGLE  -  a chair falls to the floor.

     White leaps up from the table, terrified, disoriented.  Just a
     DREAM  -  he had dozed.

     WIDEN ANGLE  -  The place is still empty.  White glances to the
     serving window.  A DISH waits for him, framed in the glowing
     fluoro square.  He gets it.  A bowl of soupy liquid with
     noodles.  He sits down.

     He is about to start eating  -  realizes he has a fork instead
     of a spoon.  Picking up the bowl again, he heads to the
     kitchen.


     INT.  CORRIDOR

     He takes a door beneath a set of wooden stairs and finds
     himself in another corridor.  He looks about, unsure which
     direction to go in.


     INT.  SERIES OF ROOMS  -  LATER

     White is lost, still holding the soup.

     He moves through a number of RUSTED METAL DOORS that open and
     shut automatically.  Each reveals another room or corridor.
     Deserted spaces long forgotten  -  dusty, crumbling.

     He feels the fish moving about in his pocket, pulls it out and
     looks at it.

     White holds the dying fish in one hand, the bowl of cold soup
     in the other.  Disgusted, he puts the fish into the bowl.


     INT.  CORRIDOR

     A TICKING SOUND O.S.

     White stops.  Looks up.  A large clock suspended from the
     rafters.  A tug at his coat.

     Standing beside him is FREDRICK  -  the little man from Whiteís
     hotel room.

                         FREDRICK (stutters)
               Where have you been?  The doctorís
               been worried about you.

                         WHITE
               What?  Who are you?

     Fredrick looks nervously down the corridor.

                         FREDRICK
               Címon, letís go!  We donít have any
               time.

     The little man grabs Whiteís sleeve, starts to pull him along.

                         WHITE
               Hold it a minute.  Letís start at the
               beginning, huh?

     ANGLE ON  -  the top of a set of stairs in front of them.  Two
     dark figures appear.

     Fredrick looks up at them in horror.

                         FRERICK
               Shit!
                    (looks at White)
               Quick!  Run!

     Both men run like crazy, White awkwardly holding the bowl of
     soup.  They come to a junction, each takes a separate corridor.
     Fredrick finds some stairs, climbs two at a time.

     White climbs INTO FRAME, looks around, finds another corridor.
     The little man is nowhere to be seen.  White reaches another
     junction  -  several corridors branch off.             

     HIS P.O.V. PANNING AROUND                   

     Each passageway completely deserted.        

                         WHITE
               Shit.                                       

     He keeps running.


     INT.  HOTEL LOBBY

     A PHOTO FLASH  -  illuminates the dead body of the hotel manager,
     slumped in his own blood.

     Bumstead leans INTO FRAME, examines the corpse.  He notices
     several stab wounds in the manís abdomen.  Various cops search
     the room.

     One cop walks up to the Inspector.

                         COP
               We got another one upstairs

                         BUMSTEAD (deadpan)
               Great.


     INT.  ROOM  -  NIGHT

     A SMALL ROOM with arched windows that look over the city.
     Fredrick is pulling a notebook and pen from under an upturned
     table.

     He scrawls rapidly, screws the message into a tight tube, then
     puts it into a METAL CYLINDER he finds beneath the table also.

     He glances out a window, notices A FIGURE standing beneath a
     street-lamp below, looking up at him.  Startled, Fredrick darts
     back into shadow, goes to a wall covered in about a dozen
     vertical PIPES running up into the ceiling.

     TIGHT ON ONE OF THE PIPES  -  he opens a small hatch and puts
     the metal cylinder in it.  The cylinder is snatched from his
     hand, sucked into the pipe with a rush of air.

     WIDER

     Fredrick steps back, a sigh of relief.  A shadow falls across
     his back.  He turns.  He screams.

     INT./EXT.  VARIOUS

     TIGHT  -  rushing along lengths of rusted pipe, at blinding
     speed.  The cylinder races around corners.  It clanks and
     grinds.  HURTLES up the side of a building.  THEN PLUMMETS
     underground.  Rushes through darkness.


     EXT.  BRIDGE  -  NIGHT

     THE CAMERA MOVES along a bridge-like structure.  An enclosed
     corridor supported by rotting wooden pylons.  Under the bridge,
     pipes spew sewage into stagnant water.

     ANGLE ON WHITE WALKING  -  seen through a series of illuminated,
     dirty, windows.  He occasionally glances into the bowl he holds
     before him.

     INSIDE

     TIGHT ON the fish swimming weakly in the soup.

     ANGLE ON WHITE  -  He stops, looks up at O.S. SOUND of
     clattering metal.  A pipe runs the length of the corridor  -
     the invisible clanging cylinder races away, into darkness.

     Then the silence is shattered by a piercing series of SCREAMS
     somewhere in the building.  White hurriedly moves towards the
     source.

     ANOTHER CORRIDOR

     White rounds a corner, stops, notices a small rectangular HOLE
     in a wall.  ANOTHER SCREAM, weaker now  -  He runs to the hole
     in the wall and looks through.

     HIS P.O.V.

     A small, very ordered ROOM.  A fake fireplace bathes the room
     in a warm glow.

     White cranes his neck forward, stretches his head through the
     hole.  He can see into an adjoining room to his right  -  two
     dark figures stand over a man on the floor lying in a pool of
     dark crimson.  The man looks up  -  itís Fredrick  -  just as
     both dark figures stab him repeatedly with bloody daggers.  He
     doesnít scream this time, just gags on blood running from his
     mouth.

     Suddenly a sliding door SLAMS onto the back of Whiteís neck,
     traps his head in the hole.  He struggles, tries to free
     himself.  Drops the bowl of soup.  It shatters on the hard
     floor, makes a mess.

     INSIDE THE BATHROOM  -  The killers look up at the smashing
     noise.

     BACK IN THE CORRIDOR  -  White pulls with all his strength.
     The door gives and he stumbles backwards.  He is about to run
     away but glances at the floor.

     The fish is flapping about  -  still alive.


     EXT.  STREET

     White darts from a doorway, trips and falls.  He sprawls at the
     base of sweeping stone steps.  He looks at a building towering
     above him.  Chiselled in the facade, above the entrance:
     LIBRARY.


     INT.  POLICE STATION

     A series of ply-wood SILHOUETTES race through frame.  Stop
     suddenly, mechanically.  LOUD GUNSHOTS.  Chunks of ply-wood
     blast away violently.

     BUMSTEAD is practising his marksmanship.

     A HAND  -  on his shoulder.  He whips around, startled.

     ON MISS CRENSHAW  -  a young, stiff-looking woman.

                         BUMSTEAD
               Dammit!

                         MISS CRENSHAW
               Sorry, sir.

                         BUMSTEAD
               Donít ever sneak up on me like that!
               Who are you?

                         MISS CRENSHAW
               Patricia Crenshaw.

     She puts out her hand.

                         MISS CRENSHAW
               Iím your new assistant.

                         BUMSTEAD
               I didnít requisition a secretary.

                         MISS CRENSHAW
               The Chief-Inspector thought you might
               need a hand.

                         BUMSTEAD (uncertain)
               Oh.

     He takes her hand tentatively.  They shake.

                         MISS CRENSHAW
               Iíve taken the liberty and had
               Inspector Thompsonís office searched,
               as I believe you instructed.  All
               clear now, sir.  They found several
               more traps and things were filed
               under pretty strange categories...
               Poor man.

                         BUMSTEAD
               Good.

                         MISS CRENSHAW
               You wonít regret this, sir.

                         BUMSTEAD
               Fine.

     Bumstead moves off.


     INT.  LIBRARY

     White steps into a vast, empty room, stops beneath a big sign
     saying, SILENCE in formal letters.  The place seems abandoned,
     then he notices a hint of movement.  Cigarette smoke snakes
     into the air, a light, across the expanse of polished floor.

     He walks up to an elderly female LIBRARIAN sitting behind a
     desk, smoking, reading.  White looks somewhat distraught still.

                         WHITE
               Keep newspapers here, birth
               certificates, records of deaths, that
               kind of thing?

     The librarian looks up from her book.

                         LIBRARIAN
               Which would you like first?

                         WHITE
               Okay.  Newspapers.

     She takes her glasses off.  Her eyes are TINY, like pin-heads.
     She studies White.

                         LIBRARIAN
               Are you alright?

     He looks around  -  restrained panic.

                         WHITE (looks at the woman)
               Sure.  Iím fine.

                         LIBRARIAN (nods)
               Mmm-hmm.  Stairs at the end of the
               hall.  Third floor.  Turn left.
               Section C-7.  Row 35, near the
               toilets.

     She replaces her glasses, watches White rush away.

                         LIBRARIAN
               Donít mention it...

     She blows her nose into a handkerchief.  The snort ECHOES
     LOUDLY.


     INT.  LIBRARY CORRIDOR

     White rushes down a dark hall lined with bronze statues.  He
     finds section C then walks between towering rows stacked with
     old volumes.  Comes to number 7.

     He follows an arrow past row after row  -  finally finds Row 34
     but then it skips straight to letters again, A, B, C, etc.

     No Row 35.

     He stops and looks around  -  sure enough a door displays a
     small sign:  TOILETS.

     White is sweating profusely.  He now sits on a chair, takes off
     his shoes, rubs his feet.  He pulls a book from a shelf behind
     him, looks about, opens the book and tears several pages out,
     folds them, stuffs them into his shoes to plug up the holes.

     He gets up, tries to backtrack, comes across an elaborate
     diagram of the library interior.  An arrow points to a section
     near a wing labelled:  MAPS.  Near the arrow it says:  YOU ARE
     HERE.

     He keeps walking.

     He finds the door to the maps wing but the door is locked, a
     sign is nailed to it:  WE ARE REMODELLING.  WE APOLOGIZE FOR ANY
     INCONVENIENCE.

     White, annoyed now, tries to force his way in.  Puts his
     shoulder to the door, pushes several times.  It CRUMBLES under
     his weight  -  rotten.

     He finds himself in a DUSTY ROOM.

     HIS P.O.V.

     A narrow room, filled with rows of bookshelves with stacks of
     old newspapers.

     TIGHT ON WHITE  -  he steps forward, pulls a folded newspaper
     off the shelf.  The instant he picks it up, it crumbles to dust
     in his hands.  He picks up another, and another, each in turn
     breaking apart and dissolving to nothingness.


     INT.  DARK CHAMBER  -  NIGHT

     TWO SILHOUETTED FIGURES face each other across a polished black
     table.  They speak in a foreign language.  A phone rings.
     Figure 1 picks up the receiver and listens attentively.

     Figure 2 is involved with various metal shapes he is trying to
     lock together.  A complex puzzle.  He gets impatient with the
     puzzle, dashes it to the floor.

     Figure 1, on the phone, hangs up and writes something.  Hands
     the note to Figure 2, who in turn drops it into A CHUTE.

     CONTROL ROOM

     The note falls from a slot in the wall before Figure 3 (in
     shadow yet again).  He reads from the note over a silver
     microphone, still in the unfamiliar tongue.

     TIGHT ON A SPEAKER  -  his distorted voice.  A final mysterious
     person  -  Figure 4  -  listens to the announcement.  He takes
     a stick and moves a small cut-out figure of a man across a
     board, away from a large grouping of similar cut-outs.  The
     board resembles a planning table in a war-room.

     A HIGH ANGLE as the CAMERA PULL BACKS on the grouping of cut
     out figures.  More and more of them.  Ten.  Twenty.  A hundred.
     A sinister army.


     INT.  INTERSECTING STREET  -  NIGHT

     White is in a phone booth.  He removes the note from his
     pocket, dials.  No answer again.  He dials the OPERATOR.  A
     muffled voice over the line.

                         WHITE
               Iím trying to reach nine zero eight
               triple two.  I canít get through...
                    (beat)
               What?!...
                    (angry)
               Shit!

     He reaches into his pocket, pulls out a coin, puts it into the
     slot.  Heís sweating again.  He wipes his brow with a trembling
     hand.

                         WHITE
               It is?...  Which area is that number
               listed in?...  Is that near the
               ocean?...  The ocean...  Never mind.
               Have a Jonathan White listed?...
               WHITE.  Seventeen?  All Johns?  I
               see...  Never mind.

     He hangs up, then removes the business card he found in his
     wallet.  He is about to dial but decides otherwise.  He steps
     into the street.

     A HIGH ANGLE

     White walks between tall buildings, towards a narrow street
     that branches off into two separate routes.  He stops.  He
     canít decide which branch to take  -  he steps to the left,
     then steps back, takes a few steps to the right, reconsiders
     again...


     INT.  POLICE STATION/BUMSTEADíS OFFICE  -  NIGHT

     TRACK ALONG  -  piles of towering files bursting at the seams
     with paperwork  -  TO FIND Bumstead hunched over notes,
     photographs and files.  His eyes are rimmed with red.  He
     doesnít seem to be getting anywhere.

                         CRENSHAW O.S.
               Coffee?

     He looks up.  The secretary stands in the doorway with another
     big pile of paperwork.

                         BUMSTEAD
               What?  I donít drink coffee.  A cup
               of tea would be good.  Milk and no
               sugar.

     Crenshaw puts the paperwork down on Bumsteadís already
     overcrowded desk.

                         CRENSHAW
               Making progress?

     He looks at her like she just slapped him.

                         BUMSTEAD
               These are the investigations of a
               madman.  He has fabricated an entire
               bizarre paranoid delusion with no
               internal logic whatever.
                    (without looking up)
               This is a mess.  A horrible mess.
                    (looks at her now)
               Itís the second time now.

     Miss Crenshaw looks concerned.

                         BUMSTEAD
               Look at this!

     He holds up a sheet of white paper  -  a report.  The woman
     steps over and looks at it.

                         BUMSTEAD
               You typed this report?

                         MISS CRENSHAW
               Yes, sir.  Anything wrong?

                         BUMSTEAD
               Wrong?  Look at this!

     The woman bends down, adjusts her glasses, examines it.

                         MISS CRENSHAW
               It seems fine.

                         BUMSTEAD
               Fine?  Look here!

     His finger points at the bottom of the page  -  a tiny,
     INSIGNIFICANT ink smudge.

                         BUMSTEAD
               How can I submit this?

                         MISS CRENSHAW
               Iím sorry...

                         BUMSTEAD
               Do you wash your hands before you
               type things?

                         MISS CRENSHAW
               Why, yes.

                         BUMSTEAD
               Well be more careful, please.

     An embarrassed beat, then:

     RI-I-I-ING!

     Bumstead reaches for the phone but Crenshaw is on it first.

                         CRENSHAW
               Inspector Bumsteadís office...
               Yes...  Yes...

     She cups the receiver with her hand, looks at Bumstead.

                         MISS CRENSHAW
               Yes, sir.  The Chief-Inspector said
               he would see you now.


     INT.  POLICE STATION HALL-WAY

     TRACKING SHOT towards a door:  CHIEF-INSPECTOR on the frosted
     glass.  A hand reaches INTO FRAME, knocks twice.

                         STROMBOLI O.S.
               Enter!

     INSIDE

     Bumstead steps into the office  -  finds STROMBOLI wandering
     about the room, distracted, searching for something...

                         STROMBOLI
               What is it?

     He pulls the waste-basket up and empties the contents onto his
     desk, sorts through it.

                         BUMSTEAD
               A formality.  I need to speak with
               Thompson.  Officially I need your
               written permission.

     Stromboli is looking through his desk drawers now.

                         STROMBOLI
               Why do you want to speak to him?

                         BUMSTEAD
               A hunch.  He might be able to...

                         STROMBOLI (from under desk)
               Bumstead, donít be so paranoid.
               Leave him alone  -  heís a sad case.

                         BUMSTEAD
               Itís extremely important to my
               investigation...

                         STROMBOLI
               Iíll be the judge of that.  Anything
               else?

                         BUMSTEAD
               Actually, I was wondering, sir, if
               you could let me have a few uniforms,
               to follow up for me...

                         STROMBOLI O.S. (pokes head above desk)
               Absolutely not.  Up to my ears in
               cases right now  -  canít spare
               anyone.

     Stromboli becomes distracted again  -  stands up, looks behind
     pictures hanging off the walls.  A big sign suspended above his
     desk says, SO MUCH TO DO AND SO LITTLE TIME  -  his motto.

                         BUMSTEAD
               Lost something?

                         STROMBOLI
               What makes you think that!  If you
               would learn to concentrate on facts,
               not get so side-tracked  -  you might
               get things done faster, Bumstead...

     The door clicks shut.  Stromboli looks up  -  the inspector has
     gone.


     EXT.  PLAZA  -  NIGHT

     White walks under stone archways.

     Across an empty plaza is a sign above a door:   DRUGS OPEN 24
     HOURS and in smaller print, recently added beneath:   SHAVE &
     HAIRCUT $5.00.


     INT.  DRUG STORE  -  NIGHT

     White walks between bare, dusty shelves.  Only one shelf
     carries products  -  BOX AFTER BOX OF "LUMP-O".  He moves up to
     a small counter.  A man with thick glasses, dressed like a
     BARBER, is seated there.

                         WHITE
               I need something to keep me awake.

                         BARBER
               Looks like you need a haircut to me.

                         WHITE
               Thanks.  Just some pills.

                         BARBER
               Only two bucks.  Shave as well...

                         WHITE (annoyed now)
               Your sign says you sell drugs  -
               well, Iím here to buy some.  Okay?

                         BARBER
               Relax.  Sure!

     He waves dramatically to a shelf above his head, with several
     bottles of all sorts of different coloured capsules.

                         BARBER
               Tell you what  -  let me cut yer
               hair, give ya watcha need half price.
               Canít argue at that!

                         WHITE (evenly)
               I donít want a haircut.

     LATER

     CAMERA TRACKS OFF a clock on a wall  -  REVEALS WHITE in a
     barber chair.  The BARBER gleefully works on WHITEís hair.  A
     thin OLD GUY in a moth-eaten suit steps from behind a curtain,
     smiles, playing a violin.  Heís passionate but bad.

                         BARBER (talks fast)
               Cut hair when I was in the navy,
               yíknow  -  havenít lost the touch.
               Bet youíre happy ëbout that.  Huh!

                         WHITE
               Sell maps?

                         BARBER
               What of?

                         WHITE
               The city.  I need to get to the
               ocean.

                         BARBER
               Nope.  No maps.  Ocean, huh?  On
               vacation?

     White doesnít answer.  The old guy with the violin moves back
     and forth behind White, smiling as he plays.

                         BARBER
               Grandpa thought customers might like
               some mood music.

                         WHITE (unconvinced)
               Nice...

                         BARBER
               You still look familiar.  Itís
               driving me nuts!  Sure I donít know
               ya from somewhere?

                         WHITE (nervous now)
               Not me.

     Barber looks out the front window as his hands busily trim
     hair.

                         BARBER
               Mnunn.  Cold lately.
                    (lathers up Whiteís
                    face)
               That night, couple weeks ago.  That
               was real cold.  Remember that?

                         WHITE
               Not really...

                         BARBER
               Yeah, Iím like that.  Senility says
               the wife.  But she sure canít
               complain.  Heh.  The erector set still
               works good.
                    (points to head)
               And this ainít no fucking rug!
               Gíhead.  Feel it!  All mine!

     Grandpa laughs and plays louder.

                         GRANDPA
               Yes! Feeeeel it!

     PUSH IN ON WHITE  -  he smiles weakly.


     INT.  DETAIL  -  NIGHT

     A HAND scrawls cryptic diagrams into a notebook.

     PULL OUT TO REVEAL

     DOCTOR SCHREBER at his desk.  Heís bearded, with thick lensed
     glasses.  He puts the phone down, sits quietly at his desk,
     staring into space, lost in thought.

     A LOUD RATTLING NOISE FILLS THE ROOM.  Schreber looks up.

     HIS P.O.V.

     A rusted pipe runs across the ceiling and down one wall.  He
     steps across to the pipe on the wall, leans down, looks into an
     open hatch at its base.

     Without warning, out of the hatch pops the metal cylinder FROM
     SEVERAL SCENES PREVIOUS and bounces off the doctor's head.

     He curses, picks it up, opens it.  He plucks out the note and
     reads FREDRICKís SCRAWLED MESSAGE:

               DOCTOR, I DID AS YOU ASKED.  BUT
               THINK I MADE STUPID MISTAKE.  HOPE
               THINGS DONíT GET BACK TO YOU.  SORRY.
               -  FREDRICK.

     Schreber looks up  -  then PUNCHES HIS FIST into the desk
     angrily.


     INT.  EMPTY BUILDING

     A P.O.V. MOVES DOWN halls made of wood slatting  -  the floors,
     walls and ceilings are bare boards.  FOOTSTEPS O.S.

     TIGHT ON  -  a manís shadow as it descends a wooden staircase.

     REVEAL WHITE  -  He rummages in a paper bag as he walks.  Pulls
     out two capsules, swallows them.  Now he pulls out a pack of
     "LUMP-O", rips it open, eats ravenously.


     EXT.  STREET  -  NIGHT

     White steps out into a street, turns a corner, drops the empty
     packet of cereal.  Now he sees TWO FIGURES APPROACH.  He hides
     behind a wall before he is seen.  Suddenly a deafening RINGING
     startles him.  He looks across a plaza.

     HIS P.O.V.  -  A CHURCH.  A bell-tower, black against the sky.

     White stares up into the night.


     INT. CHURCH - NIGHT

     White walks in, sits on A PEW, towards the back of the room,
     glances over his shoulder.  He tries to blend in with the SMALL
     GATHERING OF PEOPLE sitting silently around him.

     A PRIEST  -  appears at the altar, cloaked in a blood-red robe,
     followed by two altar boys also in red.  They move past a
     statue of an insect-like creature, walk in circles chanting
     softly, stop and stare at the congregation through eye-slits in
     their hoods.  The priest begins his sermon.

                         PRIEST
               Beware!  The night is deadly.  There
               is a criminal among us.

     White looks forward.

     TIGHT ON the priestís hand  -  It rises, points, moves over the
     heads of the congregation, accusingly.  Suddenly the red finger
     jabs towards an OLD WOMAN in the front row.

                         PRIEST
               It could be she!  The innocent across
               the street!

     All the congregation turn and stare at the woman.  Sheís
     terrified.

     The hand moves slowly now, across to a BEAUTIFUL JAPANESE WOMAN
     several rows back.

                         PRIEST
               Or the temptress next door!

     The priest pauses dramatically then:

                         PRIEST
               Or mister nervy stranger at the back!

     Suddenly the finger is pointing at White. All the faces turn,
     stare suspiciously at White.

     ANGLE ON WHITE  -  frozen with fright.  Fortunately his face is
     obscured by shadow and the priest lowers his hand, continues
     the sermon.  The people look away.

                         PRIEST
               You are thinking it could be anyone?
               And youíre right!  Why, it could even
               be Mother!

     White goes to leave.  As he stands he notices the DOORS of the
     church open  -  two figures step in and move into the candle-
     light.

     MYSTERY MEN  -  Whiteís bizarre pursuers.  They look around.

     White ducks down, crawls between pews, startling several of the
     congregation.  He motions to them to keep quiet.  He runs into
     the legs of the BEAUTIFUL WOMAN the priest pointed out.  She is
     startled momentarily but looks down at him, smiles.

                         PRIEST (continues sermon)
               Evil stalks our streets.  It seeks to
               hide in our hearts.  Have you not
               evil within you now?

     White sees a nearby CONFESSION BOX.  Staying low, he runs,
     almost knocks over a large illuminated candle-holder, darts
     inside.  The girl watches him.

     A GAUNT-FACED WOMAN stands.  Hysterical.  She looks at the
     priest.

                         GAUNT WOMAN
               He took my little boy!  Iíll rip out
               his eyes!

     INSIDE  -  White breaths relief.

     HIS P.O.V.  -  carved on the dark stained wood in front of him
     is a crucified insect.  A voice surprises him.  Another PRIEST,
     OLDER.

                         OLDER PRIEST
               You have sinned?

                         WHITE
               NO.  Ah...

     White watches the two Mystery Men walk past, through the ornate
     wooden grill in front of his face.

                         PRIEST
               I am listening.

                         WHITE (lying)
               Thereís a...  woman.  I don't know
               but I think I, ahh...

                         PRIEST
               You fornicated?

     The Mystery Men look towards the box for a moment, towards
     White, but keep walking.

                         WHITE
               No.  I, ah...

                         PRIEST
               You seem restless.

     The Mystery Men seem to have gone.  White takes out the gun,
     keeping it hidden from the priest.  Opens the chamber.

     TIGHT ON THE GUN  -  Only ONE BULLET left.

                         WHITE
               Someoneís after me.

                         PRIEST
               Then we must call the police.

                         WHITE
               No.  I mean...  that isnít necessary.

     The silhouette on the other side of the box leans forward.

                         PRIEST
               I see.  Then who is after you?  What
               sins have you committed?

                         WHITE
               Just let me sit here for a moment?
               Iíll go soon, and stop bothering you.

     The priest suddenly stares incredulously at White.  His eyes
     widen in horror.

                         PRIEST
               Youíre the murderer?
                    (starts to yell)
               Yes!  That must be it!  Donít kill
               me!

     White lunges, grabs his collar with one hand, slaps the other
     over his mouth.  The old man stares at him, trembling
     uncontrollably.

                         WHITE
               Shut up!  Listen.  Walk out quietly.
                    (holds up gun)
               Understand?

     The priest nods stupidly.  White pushes him out of the
     confession box, grabs his coat from behind, puts the gun to his
     back.  Together they head for the doors.  Still no sign of the
     Mystery Men.

                         PRIEST
               Donít kill me!

                         WHITE
               Shut up!

                         PRIEST
               Please...

     White loses his temper, grabs the priest, shakes him violently.

                         WHITE (not so quietly)
               Iím not going to kill you, okay!

     Faces turn.

     The priest kicks White in the leg, bites his hand.  While White
     is wincing in pain, the priest breaks away.

                         PRIEST (shouting/pointing)
               CRIMINAL!

     People start to scream and run.  The GAUNT WOMAN points at
     White.

                         GAUNT WOMAN (screams insanely)
               Itís him!  Rip out his eyes!

     Frightened, White holds the gun out.  Everyone panics,
     scatters.  People run for the exit.  Religious statues topple
     and smash.  The gaunt woman is pushed screaming to the floor,
     trampled by the crowd.

     Amidst the chaos, the two MYSTERY MEN appear across the room,
     see White, head towards him.  He turns and runs.

     A STAIRCASE

     White climbs narrow stairs rapidly.


     INT.  BELL TOWER

     White stops, nowhere left to go, just a long drop to the street
     through a series of arched windows.  A low, raftered room,
     three huge black BELLS.

     Suddenly a groan of gears in the ceiling and the bells start to
     swing, build momentum.

     CLANG!  CLA-A-A-ANG!  A cacophony of noise.

     White puts his hands over his ears in pain, then turns to the
     stairs.

     HIS P.O.V.

     Through the swinging bells  -  the MYSTERY MEN climb the last
     few steps on the other end of the dark room.  They advance
     slowly, clutching daggers.

     White raises his gun.  Aims.  Difficult to find his target  -
     the approaching MEN are obscured by the bells.

     White steps sideways, never taking his eyes off the Men.  They
     follow him slowly, pivoting about the bells in the centre of
     the tower, pursuers and pursued remaining a semi-circle apart.

                         WHITE (shouts)
               What do you want?  Tell me!

     The Men stop.  So does White.  They separate, now approaching
     him from OPPOSITE sides, moving around the bells.

     White doesnít know who to point the gun at  -  he swings back
     and forth, one to the other, faster and faster, as the Men
     approach.

     He lets them get uncomfortably close, then swings to his right,
     thrusts the gun to one Manís forehead.  FIRES.  The Man steps
     back, spouting liquid from the bullet hole, hits a low railing,
     FALLS into the shaft at the centre of the tower.

     The second Man SWINGS his dagger at White.

     White falls backwards, dropping his gun clumsily.  The Man
     advances, smiling  -  kicks the gun across the wooden floor.

     White, clutching at straws, lifts his foot, kicks down hard on
     a loose floorboard.  The board flies up, pivoting against
     Whiteís heel, catches the Mystery Man with a CRACK under the
     chin.

     White runs at the off-balance Man, head-butts him in the
     stomach.  The Man recoils, canít stop, steps off backwards into
     space, PLUMMETS INTO DARKNESS towards the street below.

     White relieved, turns, dusts himself, picks up his gun.  Looks
     down at the floor.  Broken glass and capsules everywhere  -  he
     dropped the bottle of pills during the scuffle.  Starts to pick
     them up.

     Behind him SOMETHING is rising.

     The shadowy Mystery Man is LEVITATING HIMSELF back up to the
     bell-tower.  He lands behind White, approaches, lifting his
     dagger, closer and closer.

     White glances around.

     The Man lunges, pushing White towards the shaft beneath the
     swinging bells.  White FALLS, dangles over dark space, the Man
     stands above him.

                         MYSTERY MAN (shouts)
               Do not make us hurt you...

     The bells are swinging very close to the Man.

                         MYSTERY MAN
               It will be inconvenient, yes...

     Suddenly, to Whiteís amazement, the shiny black rim of a bell
     clips the Manís head.  SLAMS it against a low wooden beam in
     the ceiling.  A splash of black liquid.  The Man slumps to the
     ground, his head crushed beyond recognition.

     White pulls himself up  -  stands over the Manís body, trying
     to decide what to do.  A MOVEMENT catches his eye.

     TIGHT ON the collapsed Manís ear  -  something moves inside.  A
     BLACK INSECT, half-dead, crawls out of his crushed head.

     White revolted, SQUASHES the insect under his shoe.


     EXT./INT.  VARIOUS  -  MONTAGE

     RAPID MOVE ACROSS MYSTERY MEN screaming.  Faces contort with
     pain.  INTERCUT WITH:

     Electricity ARCING between electrodes.

     A building against the sky.  The windows EXPLODE.  Glass blows
     out, raining down on the street.

     A concrete wall SPLITS OPEN.  Slime oozes through the crack.

     An old man, walks on a deserted street, looks up at the sky.
     One of the lenses of his spectacles CRACKS without warning.
     A chair falls over in a dark room.

     A woman under a hair-dryer gossips on a phone.  Suddenly the
     phone emits a high-pitched shriek.  Her ear spouts blood and
     she screams.

     A small transistor radio emits a high frequency and short
     circuits with a spark.


     EXT.  BUILDING

     TIGHT ON  -  a wristwatch spinning backwards rapidly  -
     completely haywire.

     INSPECTOR BUMSTEAD stands on a street corner staring blankly at
     his watch.  Taps it several times, annoyed, then looks up at a
     THREE STOREY BUILDING.  He holds a piece of paper in his other
     hand  -  on it a number rapidly scrawled:  23.

     HIS P.O.V.

     The dilapidated building  -  arched windows only on the topmost
     floor.  A faded number on the facade  -  also 23.  The windows
     light up continuously with rapid bursts of white light.

     INSIDE

     The inspector climbs a staircase, enters a dark room.

     TWO FIGURES move about.  Bumstead glances at a UNIFORMED MAN,
     standing beside a fake fire, who acknowledges his arrival.

     To the side, A POLICE PHOTOGRAPHER flashes something swinging
     back and forth, hanging from the ceiling.  It looks like...
     Fredrick.  Dead.  His arms and legs missing.  A pool of blood
     beneath the mutilated torso.

     Bumstead looks at the cop.

                         BUMSTEAD
               How long have you been here?

                         COP
               Maybe ten minutes...
                    (looks at his watch)
               Thatís strange.

                         BUMSTEAD
               Spinning backwards?

     The cop is shaking his watch, tapping it with his finger.  He
     looks up.  Bumstead indicates his own watch.

                         COP
               Yours too?

     Bumstead nods.  He removes a notebook from his pocket, walks
     about the room, glances at objects, makes notes.

     Bumstead steps over to a small RECTANGULAR HOLE in the wall.
     He examines it carefully, then bends down and puts his head
     through.  On the other side is a corridor snaking off into
     darkness.  Just beneath the hole, is a broken dish and a
     puddle.  Lying half in the puddle is the business card of
     Doctor D.P. Schreber M.D.

     Without removing his head from the hole he shouts to the nearby
     cop.

                         BUMSTEAD
               I want prints over here...

     Suddenly the door has caught Bumsteadís head in it.  He
     struggles.  The cop and the photographer run over to help.


     EXT.  BUILDING  -  NIGHT

     MOVE IN ON a doorway.  Above it a small illuminated red sign:

     DOCTOR D.P. SCHREBER M.D.

     REVERSE ANGLE ON WHITE

     He stands on the street, under the sign, rummaging in his
     wallet, obviously looking for the business card he doesnít have
     anymore.


     INT.  WAITING ROOM

     A white room, bare.  Dirt stains the walls near the air-vents.
     A NURSE is typing behind her desk.

     A THUMPING fills the room.  The nurse stands, removes her shoe
     and hits a pipe running along the wall several times.  The
     noise stops.

     The front door creaks open and White enters.  She watches him
     step into the room.

                         WHITE
               I want to see the doctor.  It's
               important.

                         NURSE
               What time was your appointment?

                         WHITE (angry)
               Look!  Tell him I'm here.  Now.

     He's leaning across her desk threateningly.

                         NURSE (scared/standing)
               Yes, certainly...  Who should I say?

                         WHITE
               No idea.  Just get him...

     Suddenly a door opens and DOCTOR SCHREBER, clutching a file of
     papers, steps out.  He freezes, stares at White.  The papers
     fall from his hands to the floor.


     INT.  DARK CHAMBER  -  NIGHT

     A group of DARK SILHOUETTES file into a concrete room.

     The MYSTERY MEN have gathered.  Like the Men who pursue White,
     they wear coats, leather gloves, dark glasses, and have near
     white skin.

     One MAN points to diagrams on a chalk board and speaks in the
     peculiar foreign tongue.

     TIGHT ON THE DIAGRAM  -  a path through the city.  A circle
     marks the point where the red line ends  -  a cathedral.  The
     Man goes into broken English  -  a guttural accent.

                         MAN 1
               It has failed.

     ANOTHER MAN stands at the rear of the room.

                         MAN 2
               This is becoming dangerous, yes!

     YET ANOTHER MAN starts to tremble violently, seized with some
     kind of convulsion.  He froths at the mouth and throws his head
     about.  A TALLER MAN standing beside him opens a silver box,
     removes a small WRITHING WORM.  He places this on the tip of
     the trembling Man's tongue, who swallows it and calms down.

                         MAN 3
               Let's get this over with.

     ANOTHER MAN rises suddenly, pushes forcefully to the front of
     the group.

                         MAN 5
               What about the dance-steps!  This is
               my responsibility, we must resolve
               this issue, yes?

     THE MEN turn to face him.  He is out of line.  He becomes
     irritated, as if to say something further, then pulls himself
     short, sits down.

                         MAN 5
               Sorry.

                         MAN 3
               The situation has changed.
                    (pacing the room)
               This one is in possession of
               knowledge...

                         MAN 1 (cuts in)
               ...to avoid influence, yes.

                         MAN 4
               A freak!

                         MAN 1
               Impossible!

     RUMBLING NOISE O.S. attracts everyone's attention.  They all
     look to a round portal high on a wall.  The noise is louder.
     several figures on stilts run past outside the opening  -  then
     the noise subsides.  The MYSTERY MEN go back to more important
     things.

                         MAN 3
               It gets interesting, yes.

                         MAN 2
               Stop this!  It has gone too far!
               Tell Mister Black!

     Man 2 stares blankly into space, he makes a peculiar clicking
     noise with his mouth, his eyes roll upwards.


     INT.  DOCTOR'S OFFICE

     THE CAMERA GLIDES down a corridor, towards a door  -  a sign
     says, DOCTOR IS:  IN.

     INSIDE

     White sits in a leather chair across from an ornate wooden
     desk.  THE DOCTOR paces up and down in front of glass jars
     containing preserved specimens.  He stops, looks at White.

                         SCHREBER
               You remember nothing?  Who you are?
               What you've done?

                         WHITE
               You know something about me?

                         SCHREBER
               Ah, that would be cheating, wouldn't
               it?
                    (smiles)
               Is there nothing you remember?  Not
               even a detail?   You must try.

                         WHITE
               You think I haven't been trying!
                    (calms himself)
               It's like there was never anything
               there.
                    (pauses)
               Just water.

                         SCHREBER
               Water?

                         WHITE
               Waves...  A beach.  A woman
               whispering.  That's all.
                    (looks up, yawns)
               I need to stay awake.  Do you have
               any pills?

     The doctor walks to a glass cabinet and removes a bottle, takes
     out two green capsules.  Hands them to White.  Sits behind the
     desk again.

                         SCHREBER
               What does she say?  The woman.

                         WHITE
               Asks my name.  Over and over.  Just
               like a broken record.  Only thing is,
               I can't answer.  I've no idea what my
               name is.

                         SCHREBER
               Your name is John White.

                         WHITE
               That's what people keep telling me.

     Te doctor walks to a small sink in the corner, returns, hands
     White a glass of water.  White swallows the pills.

                         SCHREBER  (indicates pills)
               And what's this about?  Why?

     White stands up, starts to pace nervously.

                         SCHREBER
               Bad dreams?

                         WHITE
               Yes.

                         SCHREBER
               Tell me about them...

                         WHITE (interrupts)
               Yeah well, why don't I ask some
               questions for a change.

                         SCHREBER
               If you like.

                         WHITE
               You're supposed to be my doctor,
               right?

                         SCHREBER
               That's right.  I am your doctor.

     White is very agitated now, his voice is getting edgy.

                         WHITE
               Known me for long?

                        SCHREBER
               Well...

                         WHITE (cuts in)
               Am I a killer?

                         SCHREBER
               I cannot say...  You don't know the
               answer to that?

                         WHITE
               I told you, I can't remember a thing!

     White reaches across abruptly, GRABS the doctor.

                         WHITE  (angry now  -  shouting)
               Look, you know something about me,
               out with it!  Let's end this
               bullshit!  I want answers!

     The doctor is obviously scared.

                         SCHREBER
               We won't get anywhere like this.
               Please.  Let's take things in easy
               steps...


     INT.  BUMSTEAD'S APARTMENT/KITCHEN  -  NIGHT

     TIGHT ON DRAWING PINS  -  Being pushed into a map.  A seeming
     random pattern across the terrain of the city.  Each pin is
     labelled:  VICTIM 1, VICTIM 2,...  etc.

     WIDER ON BUMSTEAD

     He's tired, like he hasn't slept.  He's looking at the map
     stuck to a wall.  There's several neat piles of folders on the
     kitchen table in front of him.  The kitchen itself is
     incredibly neat  -  everything completely organized.

     Bumstead shakes his head slowly, turns away from the board.
     Picks up a cup of hot tea, pours milk into it from a small jar.

     TIGHT ON THE TEA CUP  -  Cream SWIRLS into a rapidly dissolving
     spiral.  Bumstead looks up.  Puts down the cup hurriedly, turns
     back to the map.

     With a thick pen he traces a line between each point marking
     the location of the victims.  He steps back to examine his
     handiwork.

     A SPIRAL  -  moving outwards.  Beyond the last victim it
     becomes a dotted line, following the same trajectory but with a
     big question mark beside it.

     Bumstead glances over to a blackboard with a list of names and
     addresses on it.  He holds up the doctor's card and stares at
     it.  He turns it over, notices an address on the back.


     INT.  DOCTOR SCHREBER'S OFFICE  -  NIGHT

     SCHREBER is showing WHITE a series of CHARTS.  The doctor seems
     nervous about White's potential for further violence.

                         SCHREBER
               Put simply...  a penetration of the
               left parieto-occipital area of the
               cranium...  complicated by
               inflammation that resulted in
               adhesions of the brain to the
               meninges.  Without going into
               detail...  the formation of scar
               tissue altered the configuration of
               the lateral ventricles, producing
               incipient atrophy of the medulla...

                         WHITE (cuts in)
               Look.  It was a simple question.  Can
               someone kill and not remember it?

                         SCHREBER (smiles)
               I'm sorry.  I get carried away
               sometimes.  Possible?  I'm...  ah,
               afraid so.

                         WHITE
               Did she drown?  The woman you told me
               about?

                         SCHREBER
               Not exactly.  She was found in a
               canal, disembowelled.  Throat cut.
               Blood drained.  The body wrapped in a
               bed-sheet.

     White shakes his head, looking blankly at the doctor.

                         WHITE
               Horrible...

                         SCHREBER
               You remember nothing, eh?
                    (shakes his head)
               Let me show you something.

     Schreber turns, points to DOUBLE-DOORS.  He walks towards
     these.  White follows.

                         SCHREBER
               Formation of memories is the most
               important of brain functions.

     THE DOORS ARE OPENED

     They step into a room of living animal experiments.

                         SCHREBER
               We are little more than a sum of
               memories.  From them we reference who
               we are, where we're going.  Without a
               past we are nothing.  This is why you
               are so interesting.

                         WHITE
               I'm nothing then.

                         SCHREBER
               Anything but, my friend.

     The two men look down on a monkey with the top of its head
     missing, squirming in a mechanical device that restricts its
     movements.

                         SCHREBER
               It feels no pain.

     White turns and starts to pace away.  Schreber reluctantly
     follows.

                         WHITE
               Can I get my life back?

                         SCHREBER
               Maybe.

     Schreber points dramatically at a wooden structure containing
     two rats.

                         SCHREBER
               We know of two kinds of memory.
               Firstly, declarative memory.

     The rats perform various activities involving mazes and
     geometric symbols.  Schreber turns to look at White, eyebrow
     raised.

                         SCHREBER
               And then there is procedural memory.

     TIGHT ON HIS SLENDER FINGER  -  pointing to a machine also run
     by rats.  The object is to make it through a guillotine device.
     One rat is successful, the other is chopped neatly in two.

                         SCHREBER
               Follow?

     White nods.

                         SCHREBER
               Research on simple animals can be...
               useful.  To show us where memory
               storing systems are located, for
               example.  I am building an experiment
               with hamsters next.
                    (looks at nearby cage
                    of hamsters)
               Cute little things.

     Schreber puts a hand on White's shoulder.

                         SCHREBER
               Listen to me talk!  You must be
               hungry.

     White nods again, extremely troubled.


     INT.  HALL-WAY (DOCTOR'S RESIDENCE)

     Schreber's office is an annex of his living quarters  -  a
     maze-like series of rooms and halls.  White is led down a dark
     hall by Schreber, clutching a candle.

                         SCHREBER
               Whole damn wing lost power.  Wiring's
               old.  Keep meaning to get it fixed.
               Here we are.

     They've stopped outside a flaking door.


     INT.  KITCHEN

     A small eat-in kitchen.  Dirty and run-down.  White, sits at a
     bench, as Schreber removes items from the refrigerator.  The
     doctor holds up a large FROZEN fish.

                         SCHREBER
               Ah.  Beautiful!  Head and all!  Just
               how I like 'em!

     ANGLE ON FRYING PAN ON STOVE  -  The fish lands in it and starts
     to sizzle furiously.

     ANGLE ON WHITE

                         WHITE
               I'm sorry.  About before.

                         SCHREBER
               I don't blame you for getting angry.
               You are in a frustrating situation.
               You must be patient though.  Trust me
               completely.  I'm here to help.

     A set of swinging doors on the other side of the room open
     slightly and THE NURSE looks in.

                         NURSE (to Schreber)
               I have to talk to you.

                         SCHREBER
               It can't wait?

     She shakes her head, with a serious expression, then darts out
     again.

                         SCHREBER  (to White)
               Excuse me.  Ah, make yourself at
               home.

     He leaves.

     Alone, White looks around the bleak room.  He takes off his
     coat and sits down again.  He removes the FISH.  The eye opens.
     The creature looks up at him.  It breaths painfully.

                         WHITE
               Still kicking, huh?

     He puts it back in his pocket.

     The OTHER fish is spattering oil everywhere.  Smoke starts to
     fill the room.  White, steps over and looks at the frying pan.
     The fish is turning black.  He turns the heat down.

     He notices a SMALL HOLE in the wall.  At eye height.  He steps
     across, looks through.

     TIGHT ON WHITE'S eye through the hole.

     HIS P.O.V.

     A dark room.  Shadows on the wall.  Something wet, some kind of
     ANIMAL, moving in the darkness.  He can hear breathing and
     whispering voices.

     White's eyes start to blur, he rubs them.

                         SCHREBER O.S.
               How are things in here?

     White spins, like he's caught doing something wrong.  The
     Doctor walks across to the stove, prods the frying fish with a
     fork.

                         SCHREBER
               Ah, nearly done.  So tell me about
               your dreams.  I'm very interested.

     White is having a hard time focusing.

                         WHITE
               Just the typical fabrications of a
               distorted mind.  You know, chased by
               mysterious men in black, that kind of
               thing...

     WHITE'S P.O.V.  -  ANGLE ON Schreber with his back turned, at
     the stove.  THE IMAGE is blurring.

                         SCHREBER
               Ah, our friends in black...  they are
               not just a figment of your
               imagination you know, in fact none of
               what you are experiencing is anything
               but real.

     Smoke rises thickly around the doctor.

                         SCHREBER
               I know everything about you.  You
               have no choice but to trust me.

     Flames are shooting up around Schreber from the frying pan.
     His arms catch fire, and he suddenly spins around clutching
     flaming daggers in both hands, his whole body engulfed in fire,
     his face charred, black flesh hanging off his skull.

                         SCHREBER
               Scarey, isn't it?

     White startles awake.

     Schreber stands at the stove looking at White.  Everything is
     normal.

                         SCHREBER
               Are you feeling alright?

     White stands awkwardly, pulls his coat on.

                         SCHREBER
               What are you doing?

                         WHITE
               I have to go...

                         SCHREBER
               You can't go yet.  We've got so much
               to talk about...

     Suddenly White feels feint  -  leans against the wall to steady
     himself.

                         SCHREBER
               You're tired.  You need to lie down.

     ON WHITE  -  swaying.

                         WHITE
               Those pills...

     HIS P.O.V.

     The scene is distorted  -  like looking through water.  Things
     start SPINNING.

                         SCHREBER (echoic)
               Yes.  A little something to help you
               relax.  Harmless...

     A tile floor RISES rapidly TOWARDS CAMERA.

                                              CUT TO:

     GREY LIMBO

     Objects float underwater.  They rise upwards amidst bubbles,
     break the surface.  A storm at sea  -  dismembered BODY PARTS
     float all the way to the horizon.

     TWO FOETUSES in separate jars are talking to each other through
     the glass.

                         FOETUS 1
               This is madness.  If we're caught...

                         FOETUS 2
               Shut-up.  Help me with these
               straps...


     INT.  EXAMINATION ROOM

     WHITE wakes strapped to an exantination table.  SCHREBER and the
     NURSE loom above him.  The nurse hands Schreber a long, chrome
     SYRINGE.  The doctor moves towards White.

                         SCHREBER (holds syringe up)
               Now you must relax, Anton.

     A DOOR-BELL RINGS O.S. The nurse makes for the door.

                         SCHREBER
               Leave it!

     He's tapping the side of the syringe, squirting out air
     bubbles.  THE DOOR-BELL RINGS again  -  very insistent.
     Schreber looks at the nurse, annoyed.

                         SCHREBER
               Damn!  Whoever it is  -  get rid of
               them!

     She heads to the door  -  turns back.

                         NURSE
               Keys.

     Schreber puts the syringe down, fumbles in his pocket, pulls
     out a huge collection of KEYS on a ring, walks to the nurse,
     hands them to her.

     White manages to wriggle a hand free from the leather strap
     holding him.  The nurse leaves, the doctor shuts the door,
     locks it.  He steps over to White.

                         SCHREBER
               I'm sorry I had to put you through
               this, Anton.
                    (lowers syringe to
                    White's forehead)
               There will be some pain, but things
               will be easier this way.

     White lashes out, PUNCHES the doctor in the face.  His glasses
     go flying, and he falls to the floor, blinded, scrambling for
     the spectacles.

     A convenient scalpel cuts White from his remaining bonds.  He
     undoes the last strap around his ankles as the doctor replaces
     his glasses and leaps at him trying to drive the syringe INTO
     WHITE'S FOREHEAD.

     The struggle continues  -  each man tries to turn the syringe
     on the other.  White pushes the doctor, who falls backwards.
     Schreber leaps onto him, both fall against a tray of medical
     instruments.

     A loud THUMPING on the examination room door.  White is grabbed
     from behind, pinned down with the syringe INCHES from his face.

     A CRASH O.S.  Splintering wood.  The door bursts open.

     A ROTUND SILHOUETTE  -  is revealed, clutching a police
     special, flashing a badge.  A squeaky, over-excited, voice:

                         BUMSTEAD
               Hold it!

     Schreber and White FREEZE in mid-struggle, look at the
     inspector.  Behind him, the nurse appears in the hallway.

                         BUMSTEAD
               Police.  Nobody move.

                         SCHREBER
               He tried to kill me!

                         BUMSTEAD
               Shut up!  Everybody stay calm...

     Bumstead steps into the light, shoves his gun in White's face,
     handcuffs him.  Bumstead searches White, finds the revolver,
     takes this.  Also takes his wallet.  He glances at the doctor,
     who hides the syringe behind his back.

                         BUMSTEAD (to Doctor)
               You Schreber?

     Schreber nods blankly.

     Bumstead runs his hand over White's side pocket  -  feels
     something.

                         BUMSTEAD
               What's that?

     White says nothing.  The inspector opens the pocket and looks
     in.

                         BUMSTEAD (disgusted)
               A fish, huh?


     EXT.  CITY STREETS  -  NIGHT

     An old-fashioned BLACK SEDAN drives over a rusty suspension
     bridge.  Stone gargoyles look down at the lone vehicle.  It's
     been raining.  Streets are empty.

     INSIDE THE CAR

     WHITE and the INSPECTOR drive silently.  Bumstead has appointed
     his un-marked police vehicle with all the comforts of home.
     Hot thermos.  Note pad holder, complete with light.  Coat
     hanger.  Gun rack.  A system for everything.

                         BUMSTEAD
               Dammit!
                    (glances at his
                    watch)
               I'm curious?  How many so far?

     He shakes his watch, puts it to his ear.

                         WHITE (confused)
               What?  I...

                         BUMSTEAD (counts on fingers)
               Let's see, there's the little guy
               with no arms or legs.  And the young
               boy?

                         WHITE (disturbed)
               Young boy?

     CLOSE ON WHITE  -  frightened now.

                         BUMSTEAD
               The six year old.  Sure, you
               remember.

     Bumstead pulls something from under the dashboard.  A SANDWICH,
     carefully wrapped and prepared.  After glancing at his watch
     again, he bites into it.

                         BUMSTEAD (chewing)
               Y'know, the kid you left in the meat
               packing plant, cut into pieces.
               Packed into brown paper parcels,
               wrapped in twine, that kind of thing.

     No answer.

                         BUMSTEAD
               You sure have demonstrated a great
               deal of...  imagination.  The baby
               was the best though.  Several cops
               lost their lunch over that one.  Head
               twisted off, spine pulled out,
               yeech...

                         WHITE (cuts in)
               Stop it.  You're making me sick...

                         BUMSTEAD
               We count seven so far.  Anyone we
               missed?

     RADIO CRACKLE O.S.  -  A tinny voice cuts in.

                         VOICE
               Inspector Bumstead...  Inspector...

     Bumstead picks up a microphone, speaks into it.

                         BUMSTEAD
               What is it, Crenshaw?

                         CRENSHAW
               Just reminding you...  your eight pee
               em...

                         BUMSTEAD
               Dammit.
                    (looks at watch)
               Very efficient, as usual, Crenshaw.
               Remind me to give you my watch.  It
               needs fixing.

                         CRENSHAW
               Yes sir.

     Bumstead replaces the microphone under the dashboard, takes a
     SHARP CORNER as he finishes off the sandwich.

                         WHITE
               Where are we going?

                         BUMSTEAD
               Shut-up.

     Burastead pulls out a small brush, cleans the fallen crumbs from
     his trousers, keeping a hand on the wheel.

     White is silent  -  his wounds continue to bother him.  He
     leans down to scratch through his trousers.

                         WHITE (quietly)
               Shit!

                         BUMSTEAD
               Gesundheit!

                         WHITE (looks up)
               I didn't sneeze.


     EXT.  HOSPITAL ENTRANCE  -  NIGHT

     The INSPECTOR's car pulls up and stops.

     INSIDE THE CAR

                         WHITE
               What are we doing here?

     Bumstead grabs a bunch of flowers off the back seat.

                         BUMSTEAD
               Get out.


     INT.  HOSPITAL  -  NIGHT

     BUMSTEAD pushes the handcuffed WHITE through a swinging metal
     door.  They enter a sterile air-conditioned room.  An
     effeminate MALE NURSE sits behind a glassed-in counter.
     Directly opposite is a small WAITING ROOM through a glass
     panelled door.  Bumstead pushes White into this room.

                         BUMSTEAD
               Wait here.

     The inspector shuts the door behind him.  White looks about the
     blank room, takes a seat.  He can see Bumstead, through the
     glass panel in the door, walk up to the male nurse opposite.

     OUT IN THE CORRIDOR

     The inspector talks to the male nurse through a tiny opening in
     the window.

                         BUMSTEAD
               Bumstead.  I'm here to see my mother.

     BACK TO WHITE

     He cannot hear anything of what Bumstead is saying.  He sees
     him take out his wallet and show his badge.  The male nurse is
     concerned, looks over towards White, then opens a drawer, hands
     Bumstead a KEY.  The inspector steps back to the waiting room
     door and LOCKS IT from the outside.  He looks at White for a
     moment, then walks away, along the corridor.


     INT.  HOSPITAL ROOM

     Bumstead enters darkness  -  pneumatic MACHINE NOISE fills the
     gloom.  He walks quietly to his mother, encased in a metallic
     contraption, something like an iron lung.

                         BUMSTEAD (whisper)
               Brought you these.

     He places flowers on the bedside table.  His mother just stares
     expressionless into space, in a coma.  He sits on a metal
     chair, looks at the woman.  Her life-sustaining machines hiss
     and breathe.


     INT.  POLICE STATION

     A FINGER presses down on the sticky surface of a page.  It
     pulls away revealing an inky finger-print.

     WIDER

     White is standing in a bare room, in front of a finger-printing
     machine.  He's alone.  A blast of electrical FEED-BACK.  White
     looks up at a speaker mounted to the wall.

                         MECHANICAL VOICE  (through speaker)
               Move  -  forward.

     White follows a painted line on the floor, stands against a
     wall, in front of an old-fashioned camera.  A slot opens in the
     wall behind him, mechanical arms spring forward, restrain him,
     one arm holds a sign with a number in front of him.  A flash
     goes off, the click of a shutter.

                         MECHANICAL VOICE
               Left  -  profile.

     A claw lowers from the ceiling, grips White's head, turns it
     abruptly  -  the camera fires.

                         MECHANICAL VOICE
               Right  -  profile.

     The claw turns his head the other way.  The camera fires again.

                         MECHANICAL VOICE
               Move  -  forward.

     Across the room A BUZZER SOUNDS, a red light flashes above a
     door.  White is released by the mechanical hands, walks over,
     opens the door and steps into darkness.

     LIGHTS COME ON  -  extremely bright.  A room for line-ups  -
     markings on the white wall behind White indicate varying
     heights, a darkened window faces him.  He is obviously to be
     identified by an unseen person.

     A buzzer sounds again, a light indicates another door.

                         VOICE
               Move  -  forward.

     White moves into another room.  A chair faces a large wheel
     painted in a black and white spiral.  He sits down  -  the
     wheel turns, faster and faster.

                         VOICE
               Watch  -  the  - wheel.

     The wheel stops after several seconds.

                         VOICE
               Move  -  forward.

     The next room is full of scientific equipment.

                         VOICE
               Stand  -  behind  -  the  -  screen.

     White sees a metal-frame X-ray machine  -  he steps across to
     it.  The screen lights up, filling the room with a green glow.
     We can see the shape of his skeleton.  Where his pocket would
     be, is the tiny skeleton of the fish.

                         VOICE
               Move  -  forward.

     The next room is empty.

                         VOICE
               Face  -  the  - wall.

     White turns.  As soon as he has done this hears a door open
     behind him.  FOOTSTEPS approach.  Blows rain down on him, fists,
     boots, clubs.  He slides to the floor.  The lights go out.


     INT.  INTERROGATION ROOM

     LIGHTS come on again.  White is dazed  -  in a chair, a bright
     light in his face blinds him.

                         VOICE
               What's your name?

                         WHITE  (squints into light)
               I don't remember.

                         VOICE
               Oh, no?

     White shakes his head slowly and looks at the floor.  The light
     is angled away, pointed down towards A TABLE.  White can see
     now.

     HIS P.O.V.

     A featureless room.  STROMBOLI stands over him, behind him is
     BUMSTEAD and two shadowy guards.  Bumstead picks up an
     envelope, removes a SERIES OF PHOTOS, hands these to Stromboli.

                         STROMBOLI
               John...

     He throws the first shot down on the table in front of White.
     A black and white police photo of a murder victim.

                         STROMBOLI
               ...Murderer.

     Another photo goes down.  Another victim.  Another and another.
     Each more grisly than the last.

                         STROMBOLI
               You'll sign a confession?

     White nods.  He's looks utterly lost.

     Bumstead steps across to a small speaker box on the wall near
     the only door, presses a button.

                         BUMSTEAD (into speaker)
               Okay.

     TWO GUARDS immediately step through the door, GRAB White by his
     arms.  They carry him off.


     INT.  PRISON CELL

     White is woken by a UNIFORMED GUARD shining a light in his
     eyes.

                         GUARD
               Visitor.


     INT.  VISITING ROOM

     White is led into an empty pale green room with a glass barrier
     down the middle.  The guard tells him to sit and wait.

     The door on the other side of the barrier opens with a squeak  -
     DOCTOR SCHREBER steps in, looking frightened.

                         WHITE  (to guard)
               Keep him away:  He's insane.

     The guard just smiles, looks at the doctor knowingly.

                         SCHREBER
               Please, stay calm.

                         WHITE  (to guard)
               This man wants to kill me.

     The guard remains indifferent.

                         SCHREBER  (to guard)
               Just one of his many delusions  -
               it's nothing.
                    (a whisper to White)
               Shut up!  Listen, damn you!  This is
               a fortunate coincidence  -  we won't
               get another chance like this.  Listen
               to me.

                         WHITE  (turns to Doctor)
               What do you want?

                         SCHREBER
               You're innocent...
                    (still a whisper)
               You didn't kill anyone.

                         WHITE  (sarcastic)
               What am I doing in here then?

                         SCHREBER
               Listen to what I have to say.  Decide
               for yourself.

     AN ADJOINING ROOM

     The dark silhouettes of BUMSTEAD and ANOTHER COP watch from
     behind a two-way mirror.

                         BUMSTEAD
               What's he doing here?

                         COP
               Says he is the man's doctor...
                    (taps side of his
                    head)
               You know...

                         BUMSTEAD
               I know it's his doctor...
                    (into intercom)
               I need the file on..
                    (reads clip-board)
               Daniel Paul Schreber M.D.

                         MISS CRENSHAW'S VOICE O.S.
               Schreber.  Yes.  Isn't that his
               doctor?

                         BUMSTEAD (evenly)
               Yes.
                    (beat)
               And it's SCHREBER  -  with an 'h'.

                         MISS CRENSHAW
               Yes.  An "h".

     The inspector looks up from the speaker.

     HIS P.O.V.  -  THROUGH THE MIRROR, White seems to have calmed
     down.

     BACK IN THE VISITING ROOM

                         SCHREBER
               The men in black  -  they're the
               killers.

     White stands abruptly, pushes himself against the glass.

                         WHITE
               You're a liar!

                         SCHREBER
               No, it's the truth.

                         WHITE
               So you're telling me the truth this
               time?  Is that it!

     The doctor removes a SMALL SYRINGE from his black bag, places
     it on the table in front of the glass, blocks it from the
     guard's view.

                         SCHREBER
               If you would only take this, inject
               it in your brain, everything would be
               much clearer.

                         WHITE
               Not that again...

                         SCHREBER
               Everyone get's one  -  very much like
               this...
                    (points to syringe)
               But this one's special.  It will help
               you understand, everything...

                         WHITE (cuts in)
               I'm not injecting anything into my
               brain.

                         SCHREBER
               Anton  -  I mean, John, there
               has been an experiment, a dangerous
               experiment.  I arranged it.  It was a
               lie from the beginning.  It almost
               worked, but things did not go as they
               should have.  You have been left  -
               blank.

     Schreber waves frantically at the air surrounding him.

                         SCHREBER
               You can change this, all this.
                    (points at syringe
                    again)
               But you must take it.

     White stares blankly at him for a moment, then:

                         WHITE
               You've been working too hard.

                         SCHREBER
               Please!  Don't be foolish!  Time is
               short.  Let me show you something.
               Look at this syringe.

                         WHITE
               Why?

                         SCHREBER
               Don't ask stupid questions.  Look at
               it.

     White reluctantly does this.

                         SCHREBER
               Concentrate.  Imagine the syringe
               rising.  Picture it floating above the
               table.

     TIGHT ON WHITE

                         SCHREBER
               Do it!

     WHITE'S P.O.V.

     The syringe starts to vibrate, actually RISES INTO THE AIR  -
     floats stationary between White and Schreber.

                         WHITE
               It's a trick.

                         SCHREBER
               No it isn't.  You are doing it!  Now
               raise it over the glass and...

     Suddenly the syringe spins towards the doctor, IMPALES itself
     in his shoulder.  He yelps, grabs it.

                         WHITE
               Oh, sorry...

     The doctor pulls out the syringe, is about to say more when a
     BUZZER SOUNDS.

                         MECHANICAL VOICE
               Your  -  time  -  is  -  up.

     Schreber looks to where the voice came from  -  a speaker above
     their heads.

                         SCHREBER (looks at White)
               I gave you your chance, now it's too
               late.  They'll learn you are here
               soon.  It's all over.


     INT.  POLICE STATION CORRIDOR

     DOCTOR SCHREBER paces towards the exit.  BUMSTEAD steps in
     front of him.  The doctor is startled.

                         BUMSTEAD
               Doctor!  What brings you here?

                         SCHREBER
               Just visiting my patient.

                         BUMSTEAD
               Really?  And how is his state of
               mind?

                         SCHREBER
               He's seriously disturbed...

     The doctor is nervous, glancing about.

                         BUMSTEAD
               You seem a little edgy.  Everything
               okay?

                         SCHREBER
               Yes, of course.  Everything's fine...

     He tries to push past.  Bumstead grabs his arm.

                         BUMSTEAD
               To tell you the truth, I'm glad we've
               run into each other like this.  Maybe
               you can help me tidy some loose ends.

                         SCHREBER
               Loose ends?

     SCHREBER looks like a trapped animal, when:

                         VOICE O.S.
               Bumstead!

     Bumasead turns to look down the corridor.  He sees STROMBOLI
     peaking out of his office door.

                         STROMBOLI
               I need to speak to you.  Immediately.

     The door shuts again.  Bumstead turns back.  The doctor is GONE
     -  the corridor empty.


     INT.  HOLDING CELL

     White is staring through a glass door at A COP.  A KETTLE
     WHISTLES O.S.  The cop gets up and moves off.

     White looks up.

     HIS P.O.V.

     A small WINDOW, high up on the wall.  Impossible to get to,
     even if his hands weren't cuffed.  Nothing he can do  -  he
     looks at a clock on a wall.

     PUSH IN on the clock  -  TICKING GETS LOUDER.


     INT.  POLICE STATION

     BUMSTEAD enters STROMBOLI'S office.  A nervous CHIEF-INSPECTOR
     is flanked by TWO STRANGE-LOOKING MEN in ill-fitting brown
     suits.

                         STROMBOLI
               Bumstead, these...  er, gentlemen are
               here to collect White.

     Bumstead suspiciously eyes the two men, beside STROMBOLI'S
     desk.

                         BUMSTEAD  (to men)
               Who are you?

                         STROMBOLI (even more nervous)
               Please, Bumstead.  Co-operate  -
               it's easier.

                         BUMSTEAD
               This is highly irregular.  I have a
               right to know.

                         MAN 1
               We are from a mental asylum.

     He notices that this man's moustache is LOP-SIDED.  The other
     man wears spectacles WITH NO LENSES in the frames, clutches an
     un-lit pipe in his teeth.

                         STROMBOLI
               Yes.  That's right.  He's ill  -  he
               needs expert help.

                         BUMSTEAD
               I see...

                         MAN 1
               Yes, Inspector.  Has he been
               displaying any strange...  behaviour?

                         BUMSTEAD
               He's been a little angel...

                         STROMBOLI
               If you could show them to the holding
               cell now.

     SLOW MOVE IN on Bumstead's face.

     IN THE CORRIDOR

     Bumstead and the MYSTERY MEN walk towards the holding cell.
     Bumstead glances up through the glass in the door before he
     enters.  IT'S EMPTY.

     He fumbles furiously for the key in his pocket  -  BURSTS into
     the room.  White is gone.  But where?  Bumstead throws a look
     back TO THE FRONT DESK.

                         MAN 1
               Where is he?

     The cop is just returning, holding a cup of coffee.  He looks
     at the inspector, sees the room is empty.  A nervous twitch
     knocks the cup from the cop's hands.

     TIGHT ON THE CUP  -  smashing on the floor.


     INT.  SUBWAY STATION  -  NIGHT

     Underground.  CONSTANT NOISE O.S. of trains arriving and
     departing but none are seen.

     CAMERA MOVES PAST broken tiles on a wall to REVEAL:  WHITE  -
     sitting amidst rubbish on the ground, looking around, confused,
     groggy from sleep.  He looks down at his hands, unsuccessfully
     tries to free them from the cuffs.

     MOVE IN TIGHT ON WHITE

     He starts to cry.  He puts his head in his hands, his body
     spasms with each sob.

     SEVERAL ANGLES of the empty corridors of the subway.  White's
     crying is heard  -  echoic.

     BACK ON WHITE  -  A small feminine HAND touches his head.

     Startled, he throws himself back, like he's about to be
     attacked.

     THE BEAUTIFUL JAPANESE WOMAN from the church looks down at him.


     INT.  POLICE STATION

     BUMSTEAD and the COP are getting grilled by STROMBOLI.

                         BUMSTEAD
               Yes, sir.  I'm sorry...  But I don't
               understand how it was possible.  The
               only window was twenty feet up a
               vertical wall, he was cuffed...

                         STROMBOLI
                    (shouts at cringing
                    COP)
               How could you have been so stupid?
 
                         COP
               I'm sorry, sir.

                         STROMBOLI
               Alright, get out.

     Bumstead gets up and leaves.

                         STROMBOLI
               You stay.

     The cop hustles out, shuts the door.

                         STROMBOLI
               Bumstead, you're starting to annoy
               me.  This case is very important to
               me.  Just a little warning:  I've got
               my eye on you inspector, remember
               that.

                         BUMSTEAD
               Yes, sir.

     He leaves.


     INT.  APARTMENT BUILDING

     White, awkwardly trying to hide his cuffed hands in his coat,
     follows the JAPANESE WOMAN up a flight of dark stairs.  she
     keeps looking back at him, smiling but SAYS NOTHING.


     INT.  APARTMENT

     White and the woman step into a run-down apartment.  She points
     to a couch.  White looks uncomfortable.  She smiles again, then
     turns on the radio.  MUSIC.

     She steps into an adjoining bedroom, leaving White alone.  He
     gets up and starts to tune the radio.  A babble of fragments of
     voices and music, then:  A NEWS REPORT...

                         NEWS READER O.S.
               ...earlier this evening it was
               reported a man fitting his
               description had been apprehended.

     White listens nervously.

                         NEWS READER O.S.
               ...and now for a message from LUMP-O
               food products...

     Across the room he can see the woman's bedroom door ajar.  He
     crosses to the doorway and looks in.  The woman stands naked
     against a deep red wall, her back turned.  She has an elaborate
     TATTOO on her back  -  looks like an INSECT.  She puts on a
     dressing gown and TURNS SUDDENLY.

     White steps back before she notices him, he goes back to the
     couch.

     She steps from the doorway holding a BAR OF SOAP in her hand.
     She sits down beside White and takes his hands, gently
     lathering soap around the handcuffs, continuing to smile at
     him.  White looks down.

     His hands seem to have SHRUNK  -  they poke out of his sleeves
     like tiny children's limbs.  The cuffs effortlessly slip off.

     White looks at the woman, then back at his hands  -  NOTHING
     STRANGE, they are normal size, but somehow the cuffs have been
     removed.  He looks at the woman again, grateful.  He can't help
     smiling.

     HIS P.O.V.

     Her eyes.  Her lips.  Her neck.  She leans forward, goes OUT OF
     FOCUS.

     ANOTHER ANGLE

     She touches her tongue to his lips.  Kisses his face.  She
     pushes him back on the couch and pulls her dressing gown open.
     White does not respond  -  seems uncertain.  She sits upright,
     astride his body, unbuckles his belt, opens his shirt, caresses
     his chest.  She stops, her face in shadow.

     Slowly, White lifts his hands to her breasts, touches them.
     She starts to breath deeply.

     OUT OF FOCUS  -  their bodies entangle, begin to move
     rhythmically.  The CAMERA TRACKS SIDEWAYS, REVEALS a microphone
     behind a chair, leads us to a mirror on a wall.  On the other
     side of the one-way glass a reel-to-reel tape recorder is
     picking up the SOUNDS OF HEAVY BREATHING.

     OUTSIDE

     The building the lovers are in SLOWLY RISES into the air, past
     taller buildings and floats out over the city.  Its shadow
     moves past empty plazas and across faces of grey towers.

     INSIDE

     White sleeps, as buildings move past outside the window.  He
     opens his eyes, FORCES himself awake.  Looks across the dark
     room.

     The JAPANESE WOMAN stands naked at the window, clutching a
     large red megaphone.  IN PERFECT ENGLISH she shouts down at the
     streets drifting past.

                         JAPANESE WOMAN
               He's up here!  He raped me!  Hurry!
               Before he kills again!

     OUTSIDE

     MYSTERY MEN stand on roof-tops, watching the building drift
     past.

     BACK IN THE ROOM

     White runs to the window, GRABS the woman.  As they struggle,
     the building is landing softly in another part of the city.

     LONG SHADOWS move towards the entrance...

     WHITE WAKES UP AGAIN  -  finds he is still on the couch.  NO
     SIGN of the woman.  Then he notices her standing by the window
     (minus megaphone).  The wind pulls at her black hair.  A
     distant SIREN O.S.

     He gets up, walks over, stands beside her, looks out at the
     dark city.  She ignores him, goes back to the couch, turns on a
     table-lamp, puts her hands before the lit bulb, casts animal
     shadows on the wall.

     White watches her.  He walks across and sits next to her.  She
     points to herself.

                         WOMAN  (a whisper)
               Sachiko.

     He nods slowly, looks at her.  She waits for him to respond
     with his name.  He shrugs, remains silent.  Then he puts his
     hands in the light, makes his own animal shadow.

                         WHITE
               That's me.  I'm a shadow.

     She smiles at the shadows.

                         WHITE
               Do I look like a murderer to you?

     She just keeps smiling, not understanding.  Kisses him. He
     notices an old phone on a corner table, removes the note again
     and rings the same number.  This time, after several rings the
     call is answered.

                         WOMAN'S VOICE O.S.
               Yes?...  Who is this?...  Who's
               there?...

     White remains silent.  Sachiko stands and leaves the room.

                         WOMAN'S VOICE O.S.
               John?  Is that you?

                         WHITE
               Who is this?  What do you know about
               me?

     In the darkness of a doorway Sachiko hesitates momentarily.
     She slides a hand into White's coat, removes the wallet.  She
     takes out some cash, puts the wallet back, then she MOVES OFF.


     EXT.  STREET  -  NIGHT

     BUMSTEAD pulls up in his car.  Across the street is DOCTOR
     SCHREBER'S surgery.

     He is about to get out of the car, when the SURGERY DOOR OPENS
     and A FIGURE steps into the street.  Bumstead watches the
     shadowy man for a moment.  Then gets out and FOLLOWS, assuming
     it is Schreber.

     ALLEYWAY

     Bumstead follows inconspicuously.  Without warning, the figure
     stops and TURNS.  Bumstead backs into a doorway to hide.  He
     gets a glimpse of the gaunt features of a MYSTERY MAN in the
     dim light of the alley.

     When Bumstead steps into the alley again there is no sign of
     the Man  -  like he disappeared into thin air.  A SHADOW
     crosses the wall beside Bumstead.  He spins, looking around
     behind him.  Then he looks up into the air.

     HIS P.O.V.

     The shadow of a LEVITATING FIGURE crosses the face of a
     building.


     INT.  APARTMENT BUILDING PASSAGEWAY  -  NIGHT

     SOUND OF A WOMAN SOBBING O.S.  A wet dog sits in a corner
     gnawing a bone.  A crackly voice recites a list of names from a
     small speaker-box mounted to a wall.  A TREMBLING FINGER
     presses a door buzzer.

     SACHIKO, opens the door and looks out.

     ANGLE ON  -  A STRANGE WOMAN in the dark corridor adjusting her
     hair nervously.  She pushes past the Japanese woman, into the
     room.

     INSIDE

                         WOMAN
               John.

     WHITE stands inside the room, looking at the woman,
     expressionless. The woman suddenly leaps forward, grabs him,
     kisses him passionately.

     White tries to push her away, but she takes his hand, pulls it
     inside her dress, makes him touch her breasts.  He pushes
     harder, she trips on a chair, falls to the floor.  She starts
     to cry.


     EXT.  APARTMENT BUILDING FACADE

     The CAMERA MOVES past flaking bricks  -  to a window.  Behind
     the glass WHITE and SACHIKO sit across from the WOMAN who
     attacked White.  She is talking, though nothing can be heard,
     drying her eyes with a handkerchief.

     INSIDE

     The strange woman looks at White intently between sobs.

                         WOMAN
               Please believe me.  It's me, John.
               Your WIFE.  I wouldn't lie to you.
               You told me I could come and see you
               -  now you want to just send me away
               again...

     White looks AT THE FLOOR.

     HIS P.O.V.  -  a crack in the floorboards  -  movement
     underneath.

                         WHITE
               I thought it would make more sense.
               I'm getting the pieces, but when I
               put it together it feels like...
               Like you're telling me about somebody
               else's life...

                         WIFE
               It's the truth...  I need you.  I
               know you're innocent.

                         WHITE
               How do you know I'm innocent?

                         WIFE
               Of course you are.  You couldn't do
               those terrible things.  Come home with
               me  -  maybe things will make sense
               then...

                         WHITE
               I can't do that.  It's dangerous.
               What about my parents?  Do you know
               where I can find them?

                         WIFE
               They're dead, John.

     He stands and walks to the window  -  looks out at the city.

                         WIFE
               You have an uncle.  You were very
               close.

     She fumbles in her handbag, pulls out a notebook, scribbles
     something on a piece of paper, hands it to White.

                         WIFE
               This is where he lives. I'm sure he
               would like to see you.

                         WHITE (taking paper)
               Thanks.

                         WIFE (looks at him for a beat)
               Don't you want me?   My body?
               Remember how my skin feels?  Touch
               it.  I...

     She notices Sachiko  -  becomes self-conscious.  Sachiko
     silently stands and leaves the room.  The wife puts her face in
     her hands, overcome with tears.

                         WHITE
               What's your name?

                         WIFE  (looks up  -  still sobbing)
               Elizabeth.

     White removes the torn fragment of the photograph he has in his
     wallet, holds the black and white eye up to her face  -  it
     matches.

                         WHITE  (thoughtful)
               Yes...

     In the darkness of a doorway Sachiko watches the couple.  She
     MOVES OFF.

                         ELIZABETH
               I want to help...

                         WHITE
               Alright.  Here...

     He pulls the postcard from his wallet, holds it up so the woman
     can see it.

                         WHITE
               Know this place?

     She looks at the card.

                         ELIZABETH  (stops crying)
               Of course.  Your home town  -  where
               you grew up...

     White stands abruptly, startling the woman.  He glares down at
     her intensely.

                         WHITE
               How do I get there?  Tell me.

                         WIFE
               That's easy.  You...

     She trails off into silence.  Her hand, about to point in a
     certain direction, freezes in mid-air.

                         ELIZABETH
               ...strange, I forgot.

     White sits back down quietly.

                         WHITE
               Yes.  Very strange.


     INT.  BATHROOM

     Sachiko locks the door behind her and steps to the middle of
     the room, lifts a small round rug off the tiled floor.

     Underneath is a TRAP-DOOR.  Opening it, she climbs down a
     hole.

     UNDER THE FLOOR

     In the semi-darkness she moves to a WOODEN BOX.  She cranks a
     small metal handle on the box which makes the lid open.  Music
     plays softly.

     She looks into the yawning black mouth of the box.  A WORM-LIKE
     apparition threads its way out of the hole, wraps about her
     thigh.  She breaths deeply, shuts her eyes.


     INT.  TENEMENT BUILDING CORRIDOR

     LOW ANGLE TRACKING SHOT  -  feet walk along a tattered rug,
     approach a door.  Bumstead's shoes, shiny as always.


     INT.  TENEMENT ROOM

     A KNOCK ON THE DOOR startles a huddled man in a blanket,
     sitting before a small t.v. set.  This is THOMPSON  -  the
     detective with mental problems.  He's unshaven, haunted.

     Clutching a shotgun, he steps to the door, peeks through a spy-
     hole.

     HIS P.O.V.

     Bumstead, back turned, glancing at his watch.

     Thompson backs away, points his gun at the figure through the
     door.

                         THOMPSON
               Go away!

                         BUMSTEAD O.S.
               Open up, Thompson.  It's me...

     Thompson puts his eye to the door again.

                         THOMPSON
               Bumstead?

     THROUGH THE SPY-HOLE LENS the inspector turns, looks at us, his
     face DISTORTED, fish-like.  Thompson undoes four locks, opens
     the door a crack, but leaves it chained.

                         THOMPSON
               Can't let you in...  sorry.

                         BUMSTEAD
               I'm on the serial killer case, need
               to talk.

                         THOMPSON
               Not that.  Anything else.

     Thompson wipes at the sweat on his forehead.

                         BUMSTEAD
               You don't look so well...  C'mon, let
               me in Thompson.

     Thompson stares at Bumstead, then silently unchains the door
     and lets him through.

                         THOMPSON
               I can't talk about that.  As long as
               you understand, that's all.

     The room is very dark.  Bumstead is assailed by a wave of
     putrid smells.  It's a mess  -  rotten food, overturned
     furniture, dirty clothes.

                         THOMPSON
               Pull up some garbage  -  make
               yourself at home.

     Thompson smiles weakly.  They sit down, face each other in the
     gloom.  A RAT scuttles past Thompson.  With lightning reflexes
     he throws a shoe at it.  The rat runs under a table.  He looks
     back at Bumstead, smiles, slightly insane.

                         THOMPSON
               They've taken my mind, my memories...

                         BUMSTEAD
               What?  Who has?

                         THOMPSON
               Is that your idea of a joke?  I don't
               remember...
                    (looks around)
               Take my advice, Bumstead.  Get off
               this case.  Now.

                         BUMSTEAD
               What is going on?

                         THOMPSON (looks more frightened)
               Wish I could tell you, Bumstead.
               Strange business.  I...
               AAAAAAAHHHHHHHH!

     He screams horribly.  Stands, clutching his head.  Startled,
     Bumstead falls backwards off his chair.  Thompson, still
     clutching his head, runs and starts POUNDING HIS FACE against
     the wall.

                         THOMPSON
               Get away!  Leave me alone!

     Thompson's head is CHANGING  -  bloating.  It rapidly elongates
     into a pink fleshy tube.

     Thompson's head continues to grow -  his features are lost
     beneath folds of skin.  His screaming is stifled.  Thompson
     falls to the floor.  His head HUGE NOW  -  larger than his
     body.  Small tendrils sprout from the main appendage.

     Bumstead takes cover behind a sofa.

     Then, as violently as the head began to transform, it stops.

     Bumstead peaks over the sofa at the huge throbbing purple
     growth sprouting from Thompson's collar.  At the top of the
     growth an orifice opens.

     An EXPLOSION of green bile spouts into the room  -  covers
     everything in sight...

     Then the head starts to shrink.  Thompson's features appear
     again. It returns to normal size.  Thompson groans, sprawled on
     the floor, clutching his head.

     Bumstead looks on in horror.

                         THOMPSON
               It's  -  it's disgusting, I know...

     Thompson's face is heavily bruised, covered in sweat.  His nose
     starts to bleed  -  he wipes it on his sleeve.

                         BUMSTEAD
               Jesus!  We have to get you to a
               doctor...

                         THOMPSON
               No...  No doctor...

     Bumstead stands unsteadily.

                         BUMSTEAD
               But...  How long has this been
               happening?

                         THOMPSON
               A few days...  a few weeks  -  dunno,
               I can't remember.
                    (stands slowly)
               Worse thing is, I never know if it
               will change back again...  Now,
               please leave me alone.


     INT.  APARTMENT  -  NIGHT

     WHITE, ELIZABETH and SACHIKO sit around a small table, eating
     quietly.

     Without warning, Elizabeth starts to cry again.  White tries to
     ignore her. Sachiko looks sadly at the wife, puts a hand on her
     shoulder, gives her a handkerchief.  The woman quietens down.

     They resume eating but in no time Elizabeth again bursts into
     tears.  White looks at her now.

                         ELIZABETH  (through sobs)
               Sorry...

     Sachiko leans across and puts her arm around Elizabeth, helps
     her to her feet.  Elizabeth hangs onto the woman as she is led
     from the room.  White can hear the sobbing still, as the women
     move through to the bedroom.


     INT.  BEDROOM

     They sit on the edge of the bed  -  Sachiko holds Elizabeth's
     hand, smiles at her.

                         ELIZABETH (calmer now)
               I'm sorry...  This is embarrassing  -
               my husband doesn't know who I am...

     With this, she starts to cry again.

     Sachiko leans forward and tenderly kisses Elizabeth's lips.


     INT.  DARK CHAMBER  -  NIGHT

     TIGHT ON TWO MYSTERY MEN speaking in whispers.  The Men
     continue talking as THE CAMERA RISES, through several levels of
     concrete and machinery TO REVEAL:


     EXT.  ROOF-TOP  -  NIGHT

     OTHER MYSTERY MEN are rigging a wire to some kind of antenna
     device.

     BACK DOWN IN THE DARK CHAMBER

     The group of MYSTERY MEN have gathered once again.  One
     addresses them all.

                         MYSTERY MAN
               The line of junction between two
               edges!

                         MEN  (unison)
               YES!

                         MYSTERY MAN
               We have located him.  Now is the
               time, yes.

     A switch is thrown.  Electricity sparks to life.  A hum is in
     the air.

                         MYSTERY MAN
               Let the tuning commence!

     The congregation of MEN place ELECTRODES to their foreheads in
     a trance-like manner.  They chant, quietly at first, steadily
     building in volume.  The MEN stand and MOVE RHYTHMICALLY to
     some inner beat.

     The CAMERA MOVES ACROSS to a diagram pinned on a board.  A
     representation of a man's legs.  Trousers rolled up above the
     knees, showing a number of bite-like wounds on the flesh.
     Labels point out various parts of the legs in medical fashion
     -  the legends are an unknown language.

     ON THE ROOF

     The antenna glows with a ghostly green light.  O.S. SCREAMS
     RISE UP FROM THE STREET.


     INT.  APARTMENT/KITCHEN  -  LATER

     White downs a cup of black coffee, staring blankly out the
     window.  O.S. distant screams.

     He glances across to a wall, notices A FLY there  -  something
     about it looks WRONG.

     FLY'S P.O.V.

     A distorted electronic image of White's FACE looming up.

     At exactly that moment the FLY TAKES OFF, flies erratically
     down the hall, around a turn and disappears.  White follows.

     HALL-WAY

     White moves quietly towards the bedroom door.

     HIS P.O.V.

     It is ajar, dark inside.  Movement.  The women are naked on the
     bed.  The JAPANESE WOMAN has her eyes shut, head back in
     ecstasy. The WIFE is bent over her, kissing her stomach.

     ANGLE ON WHITE  -  watching through the crack in the door.  The
     women are oblivious.

     He moves away slowly, feeling strange.  His feet stop making
     contact with the floor.  He grabs a table to steady himself.
     The table-cloth comes away, things spill to the floor and
     smash. He's FLOATING.

     White desperately reaches out to grab something, holds the
     light-fixture in the ceiling.  It breaks off in a cloud of
     plaster.  Sparks briefly illuminate.  He falls heavily ONTO THE
     CEILING  -  now the floor.  The apartment is upside down.

     He stares up at furniture and objects.

     THE BATHROOM

     White steps into the room, eerily illuminated by a glowing
     heater stuck to the floor.  Water is running  -  filling the
     tub and overflowing, making a suspended puddle above White's
     head.

     White takes off his clothes and climbs the wall, towards the
     floor.  It's difficult, but he reaches the tap, turns it off.
     Pulls himself towards the tub.

     Gravity becomes NORMAL AGAIN as he sinks in the warm water.
     He's incredibly weak  -  floats limply in the bath.  Submerges
     his face.  A distant throbbing O.S., like a huge machine heart
     somewhere in the building.

     He opens his eyes, still underwater, stares up at the ceiling.

     HIS P.O.V.

     A blurry DARK FIGURE moves into his vision.  It stares down at
     him.

     White rigid with fright, cannot focus on the figure through the
     thin veil of water.  The FIGURE reaches out.  A GLOVED HAND
     grabs White about the throat, holds him forcefully.  White
     gulps for air, swallows water.  His eyes widen.  He tries to
     stop the hand strangling him but can't.

     Suddenly the hand pulls away.  The BLURRY FIGURE stumbles back
     and ERUPTS into bloody explosion.  The body splits apart,
     throwing internal organs through the room.

     White awakens in the bathtub.  He looks about the room.  Empty.
     Silent.  He gets out of the water, starts to dress.


     EXT.  BUILDING

     BUMSTEAD'S car pulls up.  He gets out, stained here and there
     with bile.


     INT.  APARTMENT

     A HIGH ANGLE on the slain bodies of the JAPANESE WOMAN and
     WHITE'S WIFE.  TWO COPS wander about the dark room, doing
     stuff.  Bumstead walks up to the cop in charge.

                         COP
               All the same entry wounds.  It's
               definitely him.
                    (indicates Sachiko's
                    corpse)
               She lives...  lived here.  A
               prostitute.

                         BUMSTEAD
               The other one?

                         COP
               His wife.

                         BUMSTEAD
               Jesus.  Small world.
                    (looks around)
               Where's the photographer?

                         COP
               No one available.

     A third YOUNG COP steps up to the cop in charge, glancing at
     the bile on Bumstead's suit.

                         YOUNG COP
               They won't come out.

                         COP
               We'll interrogate them anyway.

     The cop leads Bumstead behind a WOODEN PARTITION.  A small area
     neatly arranged  -  a double bed, various possessions.  Someone
     obviously lives here.  The room is empty however.

                         COP
               This is the family of the victim  -
               apparently they were in the apartment
               when he committed...

                         BUMSTEAD  (looks around empty room)
               What are you talking about?

                         COP
               Oh, yes...

     He walks to THE BED, bends over and lifts the bed-spread.  In
     the shadows underneath, Bumstead can make out SEVERAL FACES.  A
     man, an old woman, three or four children.

                         COP
               They don't speak English...

                         BUMSTEAD
               How will we interrogate them?

                         COP
               Well, sir...  I don't know exactly.

     Under the bed, Bumstead can see a LITTLE GIRL.  He walks over
     to her.  She puts a hand over her mouth, edges away.

                         BUMSTEAD
               It's alright.  I won't hurt you.

     Without coming out from under the bed she hands the inspector a
     crumpled paper.  He looks at it then glances over his shoulder.

     HIS P.O.V.

     The wooden room divider.  The CAMERA MOVES IN steadily, into a
     crack running along the length of the divider  -  we can see
     the room on the other side, with the cops moving about.

     Bumstead looks back at the page he holds in his hands.

     HIS P.O.V.

     A child-like DRAWING.  Two men, stick figures, dressed in
     black, with impossibly big knifes, slash at two screaming
     women.

     Unmistakable  -  MYSTERY MEN.


     INT.  DARK CHAMBER  -  NIGHT

     DOCTOR SCHREBER walks stiffly into the room and sits at the
     head of a boardroom table.  He's cold, pulls his coat up about
     his neck.  The long table is lined on both sides with immobile
     MYSTERY MEN.

     A DARK FIGURE walks into the room, steps up to the other end of
     the table.  This is the enigmatic MISTER BLACK  -  only ever
     seen hidden in shadow.

                         MISTER BLACK  (addressing Men)
               Gentlemen.
                    (peers at Schreber)
               Doctor.

     He sits, dark and mysterious.

                         MISTER BLACK
               I have called this meeting for a
               purpose, yes?
                    (turns to Schreber)
               It is clear to you we are  -
               unhappy, yes?

                         SCHREBER
               Yes, of course.  I...

                         MISTER BLACK
               The tuning failed  -  when our agents
               arrived he was gone.  He knows things
               -  predicts things.  Explain to us,
               Doctor.  Why is the situation this
               way?  Yes?

     Schreber seems distinctly uncomfortable.

                         SCHREBER
               I'm not certain I fully understand
               myself...

                         MISTER BLACK
               No excuses, dearest Doctor!  Answers.
               Yes?

                         MYSTERY MEN  (chant in unison)
               Answers!  Answers!

                         MISTER BLACK
               You said this would be containable!
               Nothing works this time.  Why is this
               so?

                         MYSTERY MEN
               Why!  Why!

                         SCHREBER
               I  -  ah  -  I...  it's a little cold
               in here don't you think?

                         MISTER BLACK
               We must find him.  This is your
               responsibility.

                         SCHREBER (thinking fast)
               Yes, of course...


     INT.  INSPECTOR'S OFFICE

     Bumstead once again scratches his head in front of a map.  The
     little girl's drawing is pinned to his board.  His attention
     wanders.  He notices a FLY CRAWLING across the wall in front of
     his face.  He leans closer, studying it.

     The intercom crackles to life.  The insect flies off.

                         MISS CRENSHAW  (through intercom)
               A call, sir.

                         BUMSTEAD
               Who is it?

                         MISS CRENSHAW
               Won't say.  Says he must talk to you.

                         BUMSTEAD
               Put it through...

     A light flashes.  Bumstead picks up.

                         BUMSTEAD
               This is Bumstead.  Who is this?

     He listens intently.


     INT.  BUMSTEAD'S OFFICE

     BUMSTEAD enters.  He looks nervous.  His SECRETARY sits at her
     desk in an adjoining office, filing her nails.

                         BUMSTEAD
               I need everything on the Jonathan
               White case.

                         MISS CRENSHAW
               Yes, sir.  Everything?

                         BUMSTEAD
               All the important stuff.  Wrap it up
               for me.

     The inspector turns to face her, a little manic. She is staring
     at him.

                         BUMSTEAD
               Please  -  I'm in a hurry.

                         MISS CRENSHAW (evenly)
               Certainly.


     EXT.  POLICE STATION

     BUMSTEAD steps from the doorway and walks across to his car
     briskly.


     INT.  BATH-HOUSE

     Bumstead moves down a long corridor full of people in towels
     and swimming outfits, waiting silently.  They sit lined by a
     wall, staring into space.

     Bumstead walks into a larger tiled room, full of steam.  He
     walks beside a heated pool  -  naked people swim about weakly
     or sit on the edge washing themselves.  He steps up to A FULLY
     DRESSED MAN, sitting silently on a bench.  It is WHITE.

     A feint smile brushes across White's lips as he looks up at the
     inspector.  He looks away, like he's forgotten something.
     Stands, walks over to the pool, cups his hand, bends down,
     scoops some water.

     Bumstead sees White has picked up the LITTLE SILVER FISH.

                         BUMSTEAD
               Why give yourself up?

                         WHITE
               I  -  ah - couldn't think of
               anything else to do.  I thought maybe
               you know something...
                    (beat)
               I'm scared.

                         BUMSTEAD
               That was a pretty good escape act at
               the station.  How did you do that?

                         WHITE
               I woke up in a subway.  I don't know
               how I got there.

                         BUMSTEAD  (not convinced)
               Uh-huh.
                    (pauses)
               What are you scared of?

                         WHITE
               People...  after me.

                         BUMSTEAD
               Who?

                         WHITE
               I don't know who they are.

                         BUMSTEAD
               Why are they after you?

                         WHITE
               Don't know that either.

                         BUMSTEAD
               Don't know much, do you?


     INT.  LABORATORY  -  NIGHT

     Metal scraping.

     PIANO ACCORDION MUSIC wafts on a breeze, someone breathing.

     HIGH ANGLE  -  Down through an OPENING metal hatch.  A dim
     laboratory IS REVEALED  -  a maze of scientific instruments.
     Elongated shadows move about.

     MYSTERY MEN are hunched over something.  Behind them a
     diagrammatic chart of the evolution of the human brain.

     MAN 1 bends across to a CONTROL PANEL, works a switch.  A small
     speaker in a metal box crackles to life.  SOUND OF DISTANT
     SURF.  A WOMAN'S VOICE:

                         VOICE
               What is your name...  What is your
               name...

     Wires lead from the metal box to a HUMAN BRAIN within a
     metallic container.  Electricity arches across electrodes.

     More sounds from the speaker:  WATER BUBBLING.  HIGH HEELS WALK
     DOWN STAIRS.  BED-SPRINGS.  LOVERS MOAN PASSIONATELY.

     MAN 2 steps forward and pulls a bloodied sheet from their
     handiwork.

     A PUPPET-LIKE CREATURE is revealed.  Small  -  two and half
     feet tall.  The top of its head an open hatch containing the
     BRAIN.  Wires lead to this.

     TIGHT ON PUPPET'S EYES  -  They glance about the room. Its body
     is a series of geometric shapes and polished surfaces.

     MAN 1 shines a torch into the puppet's eyes.

     INSIDE ITS HEAD

     Gears turn, illuminated by the beam of the light.  The gears
     part slowly to reveal a small writhing INSECT screwed to a
     metal plate.

     MAN 2 shows the puppet PHOTOGRAPHS:  WHITE as he looks
     currently, shots of him as a teenager, a young boy, a baby.
     Photos of what we realise are his parents, standing on a
     seaside pier sirtiling and waving.  Where he went to school.  A
     red push-bike he owned as a boy.  His first sweetheart.  Then a
     photo of a young woman smiling  -  his WIFE.

     MAN 3 holds up a small sea shell to the mechanical ear of the
     puppet creature  -  MORE SOUNDS OF SURF...

     A FIGURE clutching a wooden cane looks on from the shadows.
     His pale hand fondles the ornate handle of his cane  -  a
     carved silver insect.  It's MISTER BLACK.  Man 3 steps up to
     him.

                         MISTER BLACK
               You have duplicated the personality,
               yes.

                         MAN 3
               It is ready.  The Doctor was most
               helpful.

     Mister Black turns towards the OTHER MEN.

                         MISTER BLACK
               I hear a clock in my head, and I like
               it!

                         MEN  (respond in unison)
               We hear clocks in our heads, and we
               like it!

                         MISTER BLACK
               A world in our likeness!

                         MEN
               A world in our likeness!

     The Men close the hatch in the top of the puppet's head.
     SQUEAK...  CLUNK!  The puppet tests out its MANY WEAPONS, a
     series of nasty-looking blades snap out of its small body, then
     retract.


     INT.  INSPECTOR'S APARTMENT

     Bumstead leads White through the front door, into a SITTING
     ROOM.  Everything is extremely neat and organized, plastic
     coverings on all the furniture.  White steps towards a sofa.

                         BUMSTEAD
               Please.  Not that way.  If you could
               just follow the covering  -  the
               carpet gets stained and it's
               impossible to clean.

     White stops. Bumstead indicates a CLEAR PLASTIC MAT running
     through the room.

                         BUMSTEAD
               Everything the department knows about
               John White is in this.  Here.
                    (hands file)
               Excuse me for a moment.

     White flips through it.  Details of White's history.

     IN THE BEDROOM

     Bumstead removes an empty suitcase from a closet.  Begins to
     place neatly folded clothes within it.

                         BUMSTEAD (calling to White)
               Age thirty one.  Brown hair.  Green
               eyes.  Five feet, ten and a half
               inches tall.  Until recently worked
               for a firm manufacturing scientific
               equipment.  Wife's name  -  Elizabeth.
               Father and mother  -  Harold and
               Edith.  Both dead.  A history of
               mental instability...  etcetera,
               etcetera.

     Bumstead walks back into the sitting room, packed bag in hand.
     He looks at White leafing through the file.

                         BUMSTEAD
               That stuff helpful?

                         WHITE  (disappointed)
               I suppose...
                    (looks up)
               Why are you helping me?

                         BUMSTEAD
               You're case has been driving me
               crazy.  You see, I pride myself on
               being thorough.  There's too many
               loose ends with your case.
                    (a beat)
               Thought it was best you were hidden
               until we understand more about the
               facts.  What do you know about these
               men in black?

     White looks up, pauses as if he didn't understand Bumstead,
     then:

                         WHITE
               If you shoot them here...
                    (points at his
                    forehead)
               you can kill them.  They're not
               people  -  like us  -  got insects in
               their heads...  Got any disinfectant?

     The inspector is caught off-guard by the question.

                         WHITE  (continues)
               It's my legs.  Been bitten.  Giving
               me trouble.

     Bumstead walks silently to the bathroom, opens a medicine
     cabinet.

                         BUMSTEAD  (to himself)
               Insects?

     He returns clutching a small bottle and some cotton wool.

                         BUMSTEAD
               Here.
                    (hands things to
                    White)
               Careful with your trousers.  That
               stuff stains.

     The inspector gives white back his revolver and his wallet.

                         BUMSTEAD
               Here.

     Bumstead paces thoughtfully, careful to stay on the plastic
     protective covering.  He turns, glares at White, who dabs his
     legs with the cotton wool.

                         BUMSTEAD
               Any idea what part the Doctor plays
               in this business?

     White shakes head.

                         BUMSTEAD
               Let's try and find out, shall we.
                    (points at White's
                    shoe)
               Lace is untied.

     White looks down.  Bumstead doesn't lie.


     INT.  DRUG STORE  -  NIGHT

     The BARBER is shaving under the armpit of a client.  GRANDPA
     snores in a corner, his feet buried under a pile of hair
     clippings..

     The BELL hanging above the door rings.  The door swings open.

                         BARBER
               He with you shortly, sir...

     Several heads turn, THEN LOOK DOWN to see the PUPPET.  The
     puppet wheels forward and stops.

                         BARBER (not really looking)
               Hello, sonny.  Cute outfit.  Mother
               get it for you?

     The puppet crosses the room threateningly.  TWO OTHER CLIENTS
     look up startled from their newspapers and girly magazines.

     ON THE PUPPET  -  it wheels up to the barber's leg and GRABS HIS
     TROUSER with a mechanical claw.  The puppet holds out a PHOTO
     OF White.

                         PUPPET (incoherent obscenities)
               EEEEEEEEK...  AHHHHHHH!...
               SHHHHIIIITTTT!...  FUUUUCKER!!

                         BARBER (looks down, scared now)
               Huh?

     He's grabbed and THROWN into a nearby chair.  The puppet leaps
     onto the bench in front of him  -  he's frightened, so are the
     customers.

     Puppet wheels up and down on the bench in front of the
     customers  -  stopping to glance at individuals in a threatening
     manner, holding out the photo of white.

     It leans forward, spinning its blades  -  HAIR FLIES.  Screams
     o.s.

     The PUPPET retracts its weapons  -  COVERED in blood.  It
     wheels forward, through the door and into the street.

     THE CAMERA PANS to reveal a scene of complete carnage.  Blood
     covers the walls.  FOUR BODIES slumped about the room.  Each has
     an outlandish hairstyle.


     INT.  BUMSTEAD'S CAR

     White looks at the inspector  -  street lights pass over his
     features.  Bumstead stares at the road.

                         BUMSTEAD
               I didn't tell you the entire reason I
               helped you.  It started with two
               little girls.  Twins.  Used to play
               with them when I was young.  Couldn't
               remember for the life of me what they
               looked like, then I understood why...

     He looks at the dashboard, brushes away a small piece of lint.

                         BUMSTEAD
               They didn't have faces.

                         WHITE
               What?

                         BUMSTEAD
               That's right.  Just seamless flesh
               across the front of their heads.  No
               mistake.  I just hadn't remembered it
               that way.  Up until then they had
               been normal little girls in my
               memory.
                    (looks back at White)
               That's not all.  Once I started
               examining them, all sorts of things
               about my life, had...
               inconsistencies.  It was like a game.
               I would think about a person or a
               place, or an event.  Then I would
               turn the lights off.  Sit down in a
               comfortable chair...  And study each
               detail of this subject.

     He glances at White, then back to the road.

                         BUMSTEAD
               Everything was liquid beneath a thin
               surface that had always seemed solid
               to me...

     Bumstead and White are quiet momentarily, then:

                         BUMSTEAD
               Is there anything you haven't told me
               about this business?  Even the most
               insignificant thing?

                         WHITE (thinking)
               No.  Nothing I can think of.
               Except...

                         BUMSTEAD
               Go on.

                         WHITE
               Well.  The only thing I've been
               certain of, all this time, is that I
               need to get to the ocean.  The point
               is no one seems to know how to get
               there.

                         BUMSTEAD
               Why, that's ridiculous.  You just...

     He trails off.  Shakes his head slowly.

                         BUMSTEAD
               We'll get to the bottom of this.  I
               mean it.


     INT.  SCHREBER'S SURGERY

     The doctor is sitting at his desk, when the door bursts open
     suddenly.  White and Bumstead move into the room and grab the
     doctor before he can protest.

                         BUMSTEAD
               I met a friend of yours the other
               night, doctor.  Tall fellow.  No
               hair.  Rather pale skin...

                         SCHREBER
               I don't know what you're talking
               about.

                         BUMSTEAD
               That's surprising.  He was leaving
               your office at the time...

                         SCHREBER
               You are mistaken.

                         WHITE
               What are you hiding?

                         SCHREBER
               Nothing.  I don't know anything!

     BUMSTEAD removes his revolver, sticks it in the doctor's face.

                         SCHREBER
               Please, they'll kill me...

                         BUMSTEAD
               I think it's time you introduced us
               to your little friends.


     EXT.  ALLEY  -  NIGHT

     SCHREBER, BUMSTEAD AND WHITE sit in Bumstead's car in an
     alleyway.

     Schreber points to a SOLITARY METAL DOOR in a wall.

                         SCHREBER
               In there.

                         BUMSTEAD
               Just like that?

     The threesome step from the car, keep close to a wall.

     Schreber alone steps up to the door, leans down to a mat at the
     foot of the door, lifts it and takes a KEY from underneath.  He
     unlocks the door, opens it, puts the key back, goes inside.  He
     waves the other men forward.

     White and Bumstead step up to the door  -  Bumstead looks at the
     mat  -  it says:  WELCOME on it.

     A CORRIDOR

     Through the door  -  AN ELEVATOR.  There is only a down button.
     Schreber presses it, several seconds later the doors open.

     They step inside.  The doors close, the lift descends.

                         BUMSTEAD
               What is this place?

                         SCHREBER
               You wouldn't believe me if I told
               you, Inspector.  Have patience  -
               you'll see for yourself.

     When the doors open again the three men look out on a DARK
     PASSAGEWAY.


     EXT.  LIBRARY  -  NIGHT

     The PUPPET wheels up to the sweeping set of stairs at the base
     of the building.  It stops, WHEELS BUMP into the steps
     repeatedly.  It looks down and shrieks with a string of
     mechanical obscenities.


     INT.  MYSTERY MEN'S UNDERWORLD

     WHITE and BUMSTEAD follow SCHREBER down a corridor to what
     appears to be an ancient crypt.  They enter a door  -  it has
     something written on it in a strange language.

     INSIDE IS A ROOM

     They stumble around in the darkness, Schreber finds a light
     switch, suddenly White STOPS dead in his tracks  -  Bumstead
     turns to him.

                         WHITE
               Look.

     White points to a wall featuring a line of brass hooks.  On
     these hooks hang MYSTERY MEN coats -  that's not all.  Each hook
     carries A FACE.

     Bumstead and White step closer, look at the faces.  They seem to
     be elaborate, very life-like MASKS.

                         SCHREBER
               Put them on.

     White and the inspector look at each other, incredulous.

     OUTSIDE  -  THE CORRIDOR

     The door opens.  White, Bumstead and Schreber step out, wearing
     poorly fitting masks and coats  -  DISGUISED AS MYSTERY MEN.

     FURTHER ALONG THE CORRIDOR

     The three men come across a small area with a raised platform,
     between arches.  A number of OPEN CARTS roll past on tracks  -
     the scene resembles some bizarre amusement-park ride.  The carts
     are numbered on the side  -  all of them empty.

                         SCHREBER
               Get in.  Hurry.

     White, Bumstead and Schreber hop aboard.  The cart takes them
     into a DARK TUNNEL, deeper into the secret underworld of the
     MYSTERY MEN.  They MOVE THROUGH a subterranean landscape of
     unexplained contraptions and bones.

                         WHITE
                    (to Bumstead)
               Where do you think this goes?

                         BUMSTEAD
               It sure isn't the fun-fair.

     The cart finally comes to a stop in a cave.  Bumstead, White and
     Schreber leap out and hide in a dark doorway, as a LONG LINE OF
     MYSTERY MEN walk past them.

                         SCHREBER
               Follow me, and do exactly as I do.

     They join the end of the line, falling into step.


     INT.  DARK CHAMBER

     The MEN, with WHITE, BUMSTEAD and SCHREBER in tow, enter and
     sit in a number of rows of wooden chairs.  White and the
     inspector do the same.

     MORE MYSTERY MEN appear in circular portals high up on the
     concrete walls.  ONE MAN faces the others at the front of the
     room.

                         MYSTERY MAN 1
               Eleven past eleven  -  the Night of the
               Eye.

     The seated Men start to CHANT.

                         MEN
               NIGHT OF THE EYE!  NIGHT OF THE EYE!

     A MAN in the front row stands.

                         MAN 2
               The Eye is too small for the head of
               the pin!

                         MAN 1
               Yes!

     ANOTHER MAN stands.  Next to the first, who sits again.

                         MAN 3
               What is it that floats on the water?
               The Eye!

                         MAN 1
               Indeed!

     So it goes around the room, each Man takes his turn announcing
     part of the strange ritual.  It will be White, Bumstead and
     Schreber's turn shortly.  White is worried, looks at the
     others.

                         WHITE (whisper)
               What do we do?

                         SCHREBER (hisses back)
               Fake it!

                         BUMSTEAD
               What?

     SCHREBER is next  -  he stands abruptly.

                         SCHREBER
               The eye.  Master of time and space!

     Then it's Bumstead's turn.

                         BUMSTEAD
               The Eye  -  um  -  delicious with
               horseradish on rye!

     MAN 1 at the front seems confused for a moment  -  SEVERAL of
     the others turn towards Bumstead.

                         MAN 1 (uncertain)
               Good.

     The inspector sits back down  -  whispers to White without
     looking at him.

                         BUMSTEAD
               Nothing to it...

     White stands.  Hesitates.  Then:

                         WHITE
               Eye...  eye, captain!

     White sits down, shaking his head, embarrassed.

                         MAN 1
               Um  -  yes...

     THE MAN NEXT TO WHITE rises up  -  keeps rising, FLOATS IN THE
     AIR above the Men's heads.

                         MAN 4
               My spine will bend for the Eye!

     He turns sideways, still floating.


     EXT.  ALLEY

     BACK ABOVE GROUND, Bumstead, White and Schreber run from the
     door at the end of the alley-way, tossing their masks away.

                         BUMSTEAD
               Was that for real down there?

                         SCHREBER
               I'm afraid so.

     The inspector stops walking suddenly, grabs White, holds him
     back.

                         BUMSTEAD
               What the hell is that?

     At the end of the alley the PUPPET advances menacingly.
     Schreber takes his chance and runs down an alley and
     disappears.

                         BUMSTEAD
               Quick.  My car.

     Fortunately BUMSTEAD'S CAR stands nearby.  The two men leap in,
     start it up.  Bumstead guns towards the puppet standing in the
     glare of the headlights.

     The puppet's head opens, a TINY PROPELLER pops out, spins,
     lifting the puppet into the air.  The car passes beneath it at
     speed.  Screeches off into a street, races along between tall
     buildings.

     INSIDE THE CAR

                         WHITE
               What now?

                         BUMSTEAD
               This ocean business...  I know where
               I can find a map.  I need to go back
               to the station.  Where will you be?

     White thinks for a moment, pulls the paper his wife gave him
     from his pocket.

                         WHITE
               I'll go see an uncle of mine.
                    (reading)
               Five  -  one  -  eight  -  three  -  double
               six  -  three...

     Bumstead scribbles on the pad mounted to the dash, battles with
     the wheel, driving at breakneck speed.

                         BUMSTEAD
               Good.
                    (looks in rear
                    mirror)
               Uh-oh...

     White turns and looks behind them.

     HIS P.O.V.  -  HEADLIGHTS gaining on them.

     ON THE PUPPET  -  sitting AT THE WHEEL of a stolen car, driving
     like crazy.

     BACK IN BUMSTEAD'S CAR

     White takes out his gun  -  AIMS at the rapidly approaching
     car.

                         WHITE  (remembers)
               It's empty.

                         BUMSTEAD
               Take mine.

     Bumstead pulls a gun out of his coat.  They swap.

     The puppet PULLS ALONGSIDE, a mechanical arm extends towards
     Bumstead's front tire.  A SPINNING BLADE extends from the end
     of the mechanical arm.

                         PUPPET
               ARRRRRRRRGGGHHHH!...  HA-HA-HA-HA-
               HA!!

     TIGHT ON THE BLADE heading for the spinning wheel.  White
     fires.  Shells hit the PUPPET'S car, shattering windows.

     THE BLADE cuts into the tire  -  it pops loudly, goes flat,
     metal SPARKS off the road.

     White is thrown forward, hits his head on the dash.  Bumstead
     fights to keep control, SWERVES into the side of the other
     vehicle, making it scrape a concrete wall, hits garbage cans
     flying.

     The PUPPET'S car falls behind  -  then swerves off into a side-
     street and disappears.

                         BUMSTEAD  (looks behind him)
               Where did it go?

                         WHITE  (looks back also)
               Don't know.

     Both look FORWARD AGAIN  -  to see the PUPPET'S CAR pull out in
     front of them, BLOCKING THE WAY.  Bumstead's car is going too
     fast.  Slams the brakes.

     TIGHT ON PUPPET  -  Screaming with insane joy as Bumstead's car
     approaches like a bullet.

     INSIDE INSPECTOR'S CAR

                         BUMSTEAD
               Jump!

     Bumstead rips the phone number from the pad.  The two men LEAP.

     The car continues onwards.

     CRASH!  KA-BOOM!

     In the glow of the flaming wrecks, the two men pick themselves
     up from different sides of the street.  Look at each other,
     turn and head in OPPOSITE directions.

     CAMERA MOVES IN on mangled metal  -  a MECHANICAL CLAW starts
     to pull itself from the wreckage.


     EXT.  STREET  -  NIGHT

     White steps up to a SMALL DOOR in the side of a building.  A
     sign above the door depicts an underwater scene, crammed with
     fish, sea-weed, bubbles floating to the surface.  Dominating
     everything is a GREEN MAN with scales  -  a KING NEPTUNE-type.

     INSIDE

     White stops in front of a ticket booth, beside a faded blue
     curtain.  In the booth a TICKET SELLER is snoring with his mouth
     hanging open, his head sagging. White knocks on the window.  The
     man wakes with a start.

                         TICKET SELLER
               Yeah.  That's what I said!
                    (looks at White  -
                    rubs head)
               What..?

                         WHITE
               I'm looking for this address.

     The man squints at the card White holds up, nods groggily.

                         TICKET SELLER
               Upstairs.  Through there.

     He thumbs the blue curtain.  Curls up, shuts his eyes again.

     BEYOND THE CURTAIN

     A dark room full of BUBBLING NOISES AND WATER DRIPPING  -  an
     aquarium.

     Several corridors meander between large glass panels that look
     into illuminated tanks of sea creatures.

     White moves past a shadowy doorway.  He can barely make out
     STAIRS.


     INT.  HALL-WAY

     White moves cautiously in the darkness.  On a door a tiny
     NAMEPLATE says:  K. WHITE.  The door is unlocked.  He opens it
     and goes in.

     INSIDE

     An entrance hall of an apartment.  A large number of MOUNTED
     FISH of all sizes line the hall.

     PHOTOS on the wall  -  family portraits.  White examines these,
     concentrates on one in particular  -  a young boy on a red push-
     bike, in the background a sign with a faded image of a girl in
     a bathing suit:  WELCOME TO BLUMBVILLE!  it says.

     A strange WHIRRING NOISE O.S.  White hides behind a sofa.
     Whatever is making the whirring noise moves past slowly.  White
     cannot see what it is.

                         VOICE O.S.
               John?

     White turns to see an OLD MAN in his pyjamas sitting in a
     WHEELCHAIR.  The man pushes a lever on the side of the chair.  A
     whir of electric motors.  The chair carries him out of the
     shadows.  White steps from behind the sofa.

                         MAN
               Are you alright?  What are you doing
               here?  Is this one of your jokes,
               John?  It's been so long, I thought
               you'd forgotten your uncle Karl?

                         WHITE
               Uncle...  Karl.


     INT.  AIR-CONDITION DUCT

     A P.O.V.  -  MOVING THROUGH a dark, claustrophobic pipe.
     TWISTING around tight corners, DARTING down straight lengths of
     ducting.  Dim light spills from wire grills spaced along the
     walls.

     WE TRAVEL up to one grill, at the end of a long stretch of
     tunnel  -  stop, nowhere left to go. We can see through the gaps
     in the wire, looking down into...

     THE ROOM

     White and uncle Karl are having a SLIDE-SHOW.  Shots of a recent
     vacation  -  the uncle doing a series of mundane things.

                         KARL (chuckling)
               Not often I get a chance to show
               these.

     He changes the slide:  an image of him standing against a brick
     wall.

                         KARL
               And this is me again about  -  um  -  I
               would guess about twelve feet further
               to the right of the last shot.  Now
               just behind the wall is the hotel I
               stayed at  -  sweet little place...

     The PHONE RINGS.  Uncle Karl wheels over, picks up the receiver.

                         KARL (talks down the line)
               Hello...  Yes, he's here...
                    (holds out the phone
                    to White)
               It's for you.

     White concerned  -  takes the phone.

                         WHITE
               Yes?
                    (he listens)
               Oh, it's you...  Yes...  My uncle
               apparently...  Just looking at some
               memories...  You have?  That's good.

                                              CUT TO:

     INT.  POLICE STATION  -  NIGHT

     Bumstead talks to White on the phone.  He stands in a dark
     room, surrounded by charts and maps.

                         BUMSTEAD
               At first I thought there was no way
               to get to the ocean...  The buildings
               are a barrier, no windows, no doors
               -  everything just, well, ends  -  only
               thing would be drill a hole.  But
               then, I saw it, one door, just one...
               Inside a tenement building...

     Bumstead is interrupted by a NOISE O.S.  He looks to a frosted
     partition  -  dark figures walk past on the other side.  He
     quickly sorts through SEVERAL MAPS, making as little noise as
     he can.

                         BUMSTEAD (whisper)
               We can meet later  -  but first I
               have to do something.  Look I got to
               go...

                                              CUT BACK TO:

     White holds THE PHONE, listens to Bumstead on the other end.

                         WHITE
               Where can we meet?...  Alright.
               Good...

     As White hangs up he notices A DOOR behind a big old crockery
     cupboard.  The cupboard has been pushed up against the wall,
     hiding the door.

     BACK IN THE POLICE STATION

     BUMSTEAD quickly folds the map and shoves it into his pocket.
     As he turns and runs from the room we NOTICE A DARK FIGURE
     standing behind a shelf in the room.

     IN UNCLE KARL'S APARTMENT

     UNCLE KARL continues to change slides  -  the noise echoing
     about the room.  White moves over and sits down next to him.

                         KARL
               Look!  This is a good one!

                         WHITE
               What is that door?

                         KARL
               Which one?

                         WHITE
               There.  Behind the cabinet.  Where
               does it go?

     The uncle watches the slides.

                         KARL
               Such a joker!  Like your father.

                         WHITE
               No.  Have a look.

     He leads the old man over to the cabinet.

                         WHITE
               You see it?

                         KARL
               Yes.

                         WHITE
               Where does it lead?

                         KARL
               It must be a closet or something.

     White pushes at the cabinet.  The old man helps.  They only
     manage to push several inches  -  it is very heavy.  White
     decides to just climb over it.  He squeezes through, opens the
     door and climbs a set of dark stairs.  Uncle Karl watches.

                         KARL
               Don't trip over.  It's dark up there.


     INT.  ATTIC  -  NIGHT

     TIGHT ON a light switch  -  it is flipped.

     AN ATTIC  -  full of books, boxes, discarded possessions.
     White picks up a book and opens it  -  the pages have been
     eaten out by a swarm of ROACHES.  He drops it in disgust as the
     insects scurry over his hands.

     In a small wooden box are several toys he examines with great
     interest.  At the bottom of the box he finds a SMALL DOG-EARED
     DRAWING BOOK.  On the cover is a colourful scrawl in child's
     writing  -  a title:  ANSWERS  -  BY JONATHAN WHITE, AGE NINE.

     White sits down and flips through the book in the dim light.
     Page after page is filled with neat handwriting and drawings.
     As he reads segments from the book he seems more and more
     disturbed.  He flips through faster and faster.

     HIS P.O.V.

     Pages flip past, stopping occasionally.  Glimpses of DIAGRAMS.
     The MYSTERY MEN and THEIR WORLD.  Cross-sections of the MYSTERY
     MEN, the cavity in their head with the INSECTS INSIDE clearly
     illustrated.  EVERYTHING.

     PUSH IN CLOSE on White.  He looks up, STUNNED.


     INT.  UNCLE KARL'S APARTMENT

     White emerges from the attic, clutching the small book to his
     chest, lost in thought.  He steps quietly into a hall-way  -
     notices the old man putting THE PHONE back on its cradle.

                         KARL
               John, I didn't see you there.

     A NOISE O.S. White and Uncle Karl turn.  A VENTILATION GRILL
     falls off a wall, revealing a hole.  EYES shine from the
     darkness.

     THE PUPPET leaps from the hole.  Its blades unfolding,
     spinning wildly before it hits the carpet.  It faces the two
     men.

                         KARL
               What is that?

                         WHITE (to Karl)
               Get back!

                         KARL
               Filthy beast!  Shoo!  Go on!  Shoo!

     He wheels forward, attempting to scare the puppet off.

                         WHITE
               No!

     The puppet goes for Uncle Karl.  A whirr of metal, BLOOD
     SPLASHES ACROSS WHITE and the walls.  Uncle Karl SCREAMS
     horribly.

     White grabs a chair  -  holds it above him.  The puppet turns
     from the dead man in the wheelchair.  White lets it have it.
     The chair CRASHES DOWN, splintering into pieces.

     The puppet is dazed, but immediately recovers.  White has a
     fire-poker now.  As the puppet advances, he swings, connecting
     with the creature, hurtling it across the room, into a wall.
     White runs out the door.

     IN THE CORRIDOR

     He leaps into a waiting elevator.  Pushes the top floor button.

     THE ELEVATOR SHAFT  -  The elevator moves upwards.

     INSIDE THE ELEVATOR

     White looks through the circular window in the door.

     HIS P.O.V.  -  Floor after floor SLIDES PAST  -  deserted.  He
     looks at the floor indicator.  TIGHT ON NUMBERS lighting up:
     86, 87, 88...

     Then the elevator stops, the doors open, looking down a dark
     corridor.  The PUPPET is at the end.  It turns to face him,
     SUDDENLY RACES FORWARD, a horrible high-pitched shriek from its
     mechanical voice box.

     White STABS the buttons of the elevator frantically, the doors
     won't close.  The puppet is upon him.  He JUMPS, straight up.
     It goes under him, CRASHING INTO the back of the elevator.
     White hits the down button one last time, and leaps out of the
     compartment AS THE DOORS CLOSE.

     A MECHANICAL extendible arm shoots out and grabs White around
     the ankle. DRAGS him across floor.  THE PUPPET shrieks wildly
     again, as...

     ITS ARM  -  is JAMMED in the closing doors now.  Lift descends.
     The puppet squeals.  The arm SNAPS OFF.

     White stands, pulls dislocated arm off his ankle.  He can hear
     the elevator descending.  Suddenly it STOPS  -  starts
     returning to his floor.  White turns and runs again.

     The lift doors BURST OPEN  -  the ENRAGED CREATURE emerges and
     races after him.

     He tears around a corner  -  finds himself in a dead-end.
     Nowhere to go.  He can hear the puppet approaching along the
     corridor.  Suddenly he notice A GRILL on a wall ABOVE HIS HEAD.
     He pulls it off, climbs into an incredibly tight pipe.  Crawls
     frantically.

     He sees a LIGHT ahead.  An opening.  He kicks the grill off.  A
     sudden gust of wind.

     HIS P.O.V.

     The pipe leads to the outside of the building  -  nowhere to go
     except a hundred stories STRAIGHT DOWN.  He screams, almost
     falls.  Turns to start crawling back.

     Suddenly the end of the pipe fills with WHIRRING METAL BLADES.
     The puppet has followed him in and is advancing.

     No choice  -  he looks out the hole.  SEES A PIPE on the
     outside of the building, running vertically near the opening.
     It looks impossible but it's his only chance.

     He climbs out, balancing himself on the lip of the opening,
     REACHES for the pipe.  The puppet is almost upon him.  He
     swings across, gets a HAND on the pipe.  He slips, DANGLES  -
     holding on  -  one hand on the pipe, one on the edge of the hole.
     The pipe is greasy, slippery, can't grip it.

     SUDDENLY he hears a MECHANICAL CLICKING  -  TURNS to see the
     puppet standing on the edge of the hole, inches from his hand.
     A soft noise reverberates in its voice box  -  a mechanical
     giggle?  A circular blade on one of its arms starts up, moves
     down onto White's HAND.

     TIGHT ON HIS EYES  -  sweat beads and runs down his forehead.

     TIGHT ON THE BLADE  -  as it cuts into flesh.  BLOOD spatters
     White's face as he grimaces with intense pain.  He can't hold
     on.

     HE FALLS, plummets through space.  Screaming.


     INT.  HOSPITAL  -  NIGHT

     A GROUP OF SURGEONS stand about BUMSTEAD'S MOTHER on her life-
     support machinery.  The surgeons have face-masks on and are in
     deep shadow.  The woman stares blankly, still in a coma.

     IN THE RECEPTION AREA

     BUMSTEAD looks up from his wristwatch.

                         BUMSTEAD
               I can't wait any longer...

     He is standing in front of the MALE NURSE in the glassed-in
     counter.

                         NURSE
               I'm sorry.  I told you, she is being
               examined...

     He turns and storms off down the corridor.  The NURSE stands,
     shouting after him.

                         NURSE
               Mister Bumstead!

     INSIDE MOTHER'S ROOM

     One of the "doctors" leans down and grabs a handful of WIRES
     leading out of a box beside the woman.

                         SURGEON
               We will teach the pig to meddle in
               our affairs.  Yes.

     He pulls the wires out in a burst of electrical sparks  -  ALL
     THE MACHINES DIE.  The woman comes to life momentarily, starts
     to claw at the glass shield in front of her face, like she is
     suffocating.  The life drains from her weak body and she is
     STILL.

     ANGLE ON THE DOOR  -  it bursts open.  Bumstead is standing
     there.  The masked surgeons are startled, they turn rapidly to
     face him.

                         BUMSTEAD (steps forward)
               What is happening?

                         SURGEON
               Ah, Inspector Bumstead!  We are glad
               you are here  -  I'm afraid we have
               done all we can.  Yes.  Your Mother
               has passed.  Yes.

     Bumstead turns towards his mother.

                         BUMSTEAD
               But she was getting better...

                         SURGEON
               We are sorry.  The cancer  -  it was
               fatal.

     Bumstead turns to the men, confusion in his eyes.

                         BUMSTEAD
               She doesn't have cancer.

     The men glance at each other for a moment, then back at the
     inspector.

                         SURGEON
               We knew that.  Yes.
                    (the other men nod)
               Anyway  -  she is dead.

     Bumstead leaps forward, RIPS OFF one of the surgeon's masks.

     ANGLE ON THE MAN  -  He turns to look at Bumstead, pale skin,
     staring eyes, a MYSTERY MAN.  TWO OTHER MEN grab him from
     behind.

                         BUMSTEAD (struggles)
               I'll kill you all!

     One of the Mystery Men steps up to the struggling inspector,
     places the palm of his hand across Bumstead's eyes.

                         MYSTERY MAN
               You will obey us, yes.  In your mind
               there is a dark space...

     TIGHT ANGLE

     Bumstead's hand reaches out, fumbles at a tray of surgical
     implements, grabs a SCALPEL.

     WIDER

     He cuts into the hand of one of the Men holding him, SPINS AND
     DRIVES the scalpel into the forehead of the Mystery Man
     attempting to hypnotise him.

     The other Men leap towards him.


     EXT.  CANAL  -  NIGHT

     TIGHT ON WHITE'S FACE

     His eyes are shut tight.  He opens them, slowly LOOKS AROUND,
     curious why he isn't dead.

     WIDER ANGLE

     White floats in MID-AIR, hovering ten feet or so above a dark
     body of water.  He looks amazed.  Shuts his eyes, rubs them,
     opens them again.  Still floating.

     He clenches his fists and TENSES his body.  Slowly he starts to
     MOVE FORWARD, hovering at an even height over the water.

     WIDER STILL

     SEVERAL ANGLES feature the figure of White levitating across
     the harbour, past half-sunken buildings and rusted ships.

     TIGHT ON WHITE  -  He comes to a stop.  Smiles in amazement.
     Then he suddenly plummets into the water, like a trap-door has
     opened beneath him.

     ANGLE ON BUBBLES floating to the surface.  White's FACE rises
     slowly out of the water.

     WIDER  -  CITY SKYLINE

     A SMALL OBJECT floats towards the ground at the end of a tiny
     white parachute.

     BACK ON WHITE

     He swims across to a small boat, climbs aboard, pushes himself
     silently through the still canals of the city.


     EXT.  HARBOUR

     Oil tankers move silently through inky water.

     White paddles the boat to the bottom of A PIER, climbs a rotten
     ladder.  He runs off into the shadows.

     BACK IN THE WATER

     The PUPPET cuts through the waves, pushed along by a rear
     propeller.  It reaches the pier, climbs to the top.  The prop
     retracts, and the creature wheels forward slowly, onto a
     concrete surface.  It looks around  -  it knows White is there
     somewhere.

     PUPPET'S P.O.V.

     A trail of WET FOOTPRINTS on the ground.  It follows them, is
     led to a crane cabin.

     INSIDE THE CRANE'S CABIN  -  is White, a lunatic grin on his
     face, at the controls.

     A NOISE O.S. startles the puppet.  It looks up.

     PUPPET'S P.O.V.

     Follows the crane up into the air.  The crane is swinging around
     against the dark sky.  A HUGE METAL CONTAINER dangles, stops
     above the puppet.

     ON WHITE

                         WHITE
               Nice knowing you.

     TIGHT ON WHITE'S HAND  -  It pulls a lever.

     THE CONTAINER  -  Shakes and starts to fall.

     THE PUPPET  -  Screams up at the plummeting container.

     WIDER

     The container crashes into the ground, crushing the creature.

     Silence.  Dust floats in the air.


     EXT.  STREET

     BUMSTEAD's running.  He looks a mess, clutching a bleeding gash
     in his side, cuts on his face, clothes torn  -  but he made it
     out alive...

                                              CUT TO:

     EXT. ROOF-TOP

     BUMSTEAD sits on the ground, leans against a wall, breathing
     heavily  -  he's losing a lot of blood.

     He waits.

     A NOISE O.S. startles him  -  A FIGURE in the shadows across the
     roof.

                         BUMSTEAD
               White?

     It's too big to be White.  The man steps from the shadows.

                         STROMBOLI (walking forward)
               Hello, Bumstead.

     He's holding a gun, levelled at the inspector.  Bumstead lies
     bleeding, against the wall.  He points his own gun at the
     advancing man and pulls the trigger.

     CLICK!  CLICK!  CLICK!

                         BUMSTEAD
               Dammit.

     Stromboli is upon him, grabs the empty gun, throws it away,
     picks up the inspector, leans him against the wall.  Without
     Stromboli holding him up, Bumstead would not be able to stand.

                         STROMBOLI
               Why do you always have to find things
               out the hard way!  Couldn't you just
               do your job, you idiot?  I told you,
               didn't I?  These people are not
               playing games, Bumstead.  They can do
               anything they want, don't you
               understand?

                         BUMSTEAD (a hiss)
               You're one of them.  You bastard...

                         STROMBOLI (laughing)
               In a way, we all are, inspector!
               You.  Me.  Everybody!

     Stromboli carries Bumstead towards the EDGE of the roof.  He
     keeps laughing.

                         STROMBOLI
               Time for that early retirement,
               Bumstead.  Didn't bring the gold watch
               I'm afraid.

                         BUMSTEAD (weakly)
               No...  Please...

     INSPECTOR'S P.O.V.

     THE EDGE looms up  -  a long drop to the street.


     EXT.  STREET

     White paces nervously through empty streets.  He stops, to get
     his bearings, then turns and runs into:

     A SILHOUETTED FIGURE in a bizarre metal contraption on wheels.
     A skeletal hand reaches out to White, grabs his arm.  An inhuman
     moan.

     Terrorised, White pulls back.

                         FIGURE
               Ahhh...  it hurts!...

     The mechanized figure trundles forward, pins him to a wall.  A
     streetlight reveals...

     DOCTOR SCHREBER covered in blood, encased in a metal framework
     covered in silver blades.

                         WHITE
               What happened to you?

                         SCHREBER
               I'm...  being...  punished.

     The blades are connected to the wheels  -  they turn when he
     moves forward, metal cuts into his flesh, slowly SKINNING HIM
     ALIVE.  A torture machine.  Between screams of intense pain, the
     doctor speaks.

                         SCHREBER
               I had to  -  ahhhh  -  find you...  I..
               I...

     The doctor shuts his eyes, a trickle of blood runs down his
     face.
                         WHITE
               What is it?

                         SCHREBER
               We are...  living in their dreams...

     Schreber turns and rolls off into the night, screaming  -  BLADES
     SPIN furiously, peeling back flesh.  He glances at White one
     last time.

                         SCHREBER
               Insect...  dreams...


     EXT.  STREET

     WHITE is running.  As he approaches the building he hears a
     scream  -  looks up to see a figure PLUNGE OFF the roof.

     He runs over.  Looks down at the twisted body.  THE INSPECTOR
     moans  -  barely alive.  White kneels by his side.

     BUMSTEAD'S hand moves across to an expanding POOL of red beside
     him, traces an 'H' on the ground in the blood.

                         WHITE (reading)
               Aitch?

     The inspector seems to be dying, then revives momentarily, puts
     A MAP in white's hand, looks up at him:

                         BUMSTEAD
               Gesundheit!

     His eyes roll up and he GOES LIMP.  White stares at the body,
     then:

                         WHITE
               I didn't sneeze.


     INT.  MORGUE  -  NIGHT

     The MORTICIAN turns off the lights in the main hall and steps
     into his office, sits down, pours himself a hot drink; turns on
     the radio, opens his conic-book.

     A NOISE O.S. disturbs him and he gets up, walks out of his
     office, looks into the darkness.

     HIS P.O.V. PANS around the empty morgue.  Nothing.  Decides to go
     back to his office.  He turns and is startled by three MYSTERY
     MEN obstructing his path.

                         MAN 1
               We are looking for the White victims.

                         MORTICIAN
               And who the hell are you?

     The mortician catches a glimpse of the shiny dagger Man 1 is
     clutching by his side.  He becomes very scared.

                         MORTICIAN
               Over there.  Numbers eight to twelve.

     THREE MEN look over to where the mortician has pointed in
     unison.  Man 1 looks back.

                         MAN 1
               Thank you.

     A FLASH OF STEEL.  The mortician's throat SPOUTS blood.  He grabs
     reflexively at the gash and falls back onto the floor, DEAD
     before he hits the tiles.

     The Mystery Men step to an adjoining chamber.  Man 2 puts down a
     Box he is carrying, opens the lid.  A green glow oozes out.  The
     other Men manipulate levers on a control panel on a nearby
     wall.  Stainless steel doors open.  Body-length trays slide into
     the dim light.  SHAPES covered in white sheets.

     Man 2 with the box removes a GLASS SYRINGE, filled with a
     glowing green liquid.  He steps TO THE BODIES and injects each
     with the syringe, through the sheets.  When he has finished he
     steps back, places the syringe back in the box.  The MEN leave
     silently.

     All is silent and still.

     Then the shape beneath a sheet starts to SIT UP.  Then another,
     and another.


     INT.  CORRIDOR  -  NIGHT

     WHITE is running again, clutching BUMSTEAD'S MAP.

     CAMERA PULLS BACK AND UP

     REVEALS the entire corridor.  KEEPS PULLING BACK  -  until the
     view is impossibly wide  -  like a cross-section of the building
     he's in, a doll's house with the roof taken off.  The TINY
     FIGURE runs, amidst a dark network of surrounding rooms and
     passages.

     CONTINUE PULL BACK

     White is no more than a SPECK  -  the hall-way stretches
     ENDLESSLY in both directions, behind and in front of the moving
     figure, through an infinite labyrinth.

     WIDER STILL

     We no longer make out the figure.  The x-rayed environment
     resembles some intricate aerial map of the vast city  -  the
     corridor an ever increasing SPIRAL.


     INT.  ORNATE APARTMENT BUILDING  -  NIGHT

     White reaches the top of a spiral flight of stairs.

     HIS P.O.V.

     APARTMENT 'H'  -  a rusted metal letter on the door.  White steps
     forward.  He knocks once and the door creaks open, unlocked.

     INSIDE

     The rooms are empty, derelict, strewn with rubbish.  Mould grows
     on the damp walls.  A door stands at the end of a long empty
     room.  He can hear the muffled sounds of SURF, SEAGULLS.  White
     starts to walk forward, smiling.  As he approaches the door he
     begins to feel colder.

     He opens the door and looks out.  A blast of SUNLIGHT  -  blue
     ocean and sky.

                         VOICE O.S.
               John White...

     White does not turn about, he takes a step forward, then
     another  - and RUNS INTO THE SKY  - A PAINTED WALL. He glances up
     at a small SPEAKER built into the wall  -  the SOURCE of the sea-
     side SOUND EFFECTS.

     He hears the click of the gun being cocked behind him.  Hopes
     dashed, he turns.  ANGLE ON A MYSTERY MAN  -  a gun pointed at
     White's stomach.

                         MYSTERY MAN
               There is nothing, Mister White.
               Beyond the city.  Never has been.
               Unfortunate.  Yes?

     White is led into a pitch black room.

     INSIDE

     TIGHT ON WHITE'S FACE  -  In the darkness  -  he looks across to
     the Mystery Man standing beside him.

                         WHITE
               How did you know where to find me?

                         MYSTERY MAN
               We knew you would turn up here
               eventually...  Been waiting for you,
               yes.  Hoped you wouldn't make a
               nuisance of yourself on the way...

     The Man motions with the gun for White to walk forward.  As soon
     as White turns to do this, the Man slips from the room and
     shuts the door, cutting off any existing light.

     A NOISE O.S.  -  some kind of machine being turned on  -  lights
     start to come up all over the room.

     It's a normal, average-sized, living room.  All the furniture
     has been removed and replaced with chairs, tables, podiums  -  an
     arrangement resembling an IMPROVISED COURT of law.  In fact,
     White realizes he is standing behind some kind of witness box.

     The apartment is devoid of people, though almost immediately a
     door opens to the side (looks like it would lead to the
     kitchen) and a series of figures step through.  MYSTERY MEN.

     All the MEN take up specific positions around the room, without
     uttering a word, but don't sit.  One MYSTERY MAN opens a curtain
     beneath an arched entrance  -  beyond it, within a very small
     room, stand DOZENS OF PEOPLE, crammed shoulder to shoulder.  The
     people stare at White silently  -  a bizarre gallery of
     spectators.

     An eerie silence falls on the room.

     The kitchen door opens again.  White is shocked to see the
     VICTIMS WALK INTO the room and adopt positions in what is
     obviously the area for the jury.

     The DISEMBOWELED CORPSE OF A WOMAN steps out of the shadows,
     pushing a pram.  Her throat is cut, she is shrouded in a white
     sheet.

     Within the pram is the BABY clutching its own head, with spine
     attached, under its arm.

     Then the mutilated FREDRICK hops out, followed by the three
     brown blood-stained paper parcels containing what is left of
     the YOUNG BOY.

     Finally, his WIFE and the JAPANESE WOMAN, still in passionate
     embrace, take their positions.

     Another door opens  -  a closet. Within stands the figure we have
     only seen as a shadow  -  the elderly MYSTERY MAN with the cane.
     MISTER BLACK slowly reaches above him and pulls at a chain
     hanging from the ceiling  -  the light snaps on inside the
     closet.  Somewhere, a long way off in the same building, a
     toilet is heard flushing.

     He is much older than the rest, carries himself with authority
     as he hobbles across the room to a raised podium, supporting
     his withered body on his cane.  Looks like he will play JUDGE.

     Everyone in the room now sits.  Mister Black looks at White.

     ANGLE ON WHITE  -  He starts to tremble, not so much from fear,
     but cold.

                         MISTER BLACK
               Welcome.

     White just looks at him, still clutching the small notebook
     called:  ANSWERS.

                         MISTER BLACK
               John White, you are to be tried for
               murder, yes.  You wish to confess to
               these crimes now?

     White is silent.  He leans over and scratches his legs through
     the fabric of his trousers.  They itch like crazy.

     Mister Black turns to the assembled people.

                         MISTER BLACK
               Very well.  The testimony of the
               prosecutors.  Yes.

     TWO MYSTERY MEN stand and step across to a wooden easel.  MAN 1
     stands beside it, reveals a series of visuals, charts, etc.
     drawn on stiff cardboard.  MAN 2 uses a pointer while he
     describes the evidence to support their case.

                         MYSTERY MAN 2
               We will show that John White is
               abnormal, a menace to society, a
               dangerous sick individual, and that
               the court should have no mercy in
               finding him guilty and punishable to
               the extreme for his crimes.

     MAN 1 places a large black and white photo blow-up on the
     easel.  It shows White at the door of the JAPANESE WOMAN'S
     apartment, clutching a kitchen knife, covered in blood.

                         MYSTERY MAN 1
               Exhibit A shows the accused leaving
               the scene of his most recent crime,
               yes.  A photo taken by a remote camera
               planted by one of our agents.

     White watches in stunned silence.

     A general murmur of agreement through the room as the point is
     made.  Mister Black turns to the victims, nods his head slowly.

                         MYSTERY MAN 2
               Exhibit B...

     MAN 1 removes a small tape recorder, hands it to MAN 2.

                         MYSTERY MAN 2
               Actual tape recording of accused
               committing aforementioned crime, yes.

     He turns a switch, the reels spin slowly.  A hush fills the
     room.

                         VOICE 1 (sounds like JAPANESE WOMAN)
               No...  Please...

     A scream.

                         VOICE 2 (sounds like White)
               Shut up!

     Another scream.  A ripping sound.

                         VOICE 3 (sounds like his WIFE)
               John!  Don't...

     Another scream.

     White is standing up, involuntarily, he can't listen to this
     any longer.

                         WHITE (a squeak, almost inaudible)
               Stop it!  This is a lie...

     Mister Black turns to White.  The Men testifying stop the tape
     and look at him also.

                         MISTER BLACK
               Something to say?  Ready to confess?

     The Men in the audience turn and all stare at White, as do the
     victims and the spectators in the adjoining room.

                         WHITE (back to a whisper)
               I didn't kill anyone.

                         MISTER BLACK
               Speak up.  Yes.

                         WHITE (finds his voice)
               It's lies.  Everything.

     He grips the barrier before him.

     A SHRIEK from the pram containing the BABY  -  it rocks violently
     from side to side.

     The DISEMBOWELED WOMAN rises from her chair.  She has difficulty
     standing, her limbs stiff.  She looks at White, opens her mouth
     to say something, but no sound comes out.  Instead a tiny RED
     CRAB scuttles out, across her face, and falls to the ground.
     She sits down.

     White is stunned.

                         MISTER BLACK
               Bring the witnesses.

     AN OLDER COUPLE are led out of the kitchen by a Mystery Man.
     Shown to seats behind a podium.  The woman looks sadly at White.

                         MISTER BLACK
               You are the accused's parents?

                         FATHER
               That's right.

                         MOTHER
               Yes.

                         WHITE
               Wait a minute...

                         MISTER SLACK
               You had your turn!  Let them speak.

                         WHITE (angry)
               My parents are supposed to be dead!
               You can't keep changing the damn
               rules like this!  Why go through this
               ridiculous set-up!  Why don't you
               just kill me and be done with it!

                         MISTER BLACK (smiles at parents)
               Please, continue...

                         WHITE
               This is insane!

     He looks over to the victims.

                         WHITE
               It was them, not me.
                    (points at the
                    Mystery Men)
               They killed you.

     Looks back at the Mystery Men.

                         WHITE
               You have invented all this.  History
               is a lie, not just mine, everyone's  -
               a fiction.  You are the authors.

     His knuckles go white as he squeezes tighter on the barrier.

                         MISTER BLACK
               A fanciful idea, Mister White.

                         WHITE
               Everyone has a job  -  a function.  Each
               one teaches you more about your
               invention.  I'm what is called a
               murderer.

     The whole court listens in silence to White's testimony.

                         WHITE
               You've given everybody memories, but
               I missed out.  The Doctor saw to that
               -  played your own game.  And now...

     WHITE looks at the MYSTERY MEN, then back at MISTER BLACK.

                         WHITE
               You're trying to get rid of me.

     There is silence.  Whispers.  Faces staring.

                         WHITE
               Why do I threaten you?  You're scared
               aren't you?

     MISTER BLACK and the gathered MYSTERY MEN look speechless at
     White.  Suddenly everyone bursts into spontaneous LAUGHTER, led
     by Mister Black.

     A terrible cackle fills the room  -  all the MYSTERY MEN laugh
     hysterically, so do the mutilated victims.  The spectators in
     the adjoining room remain silent.

                         MISTER BLACK
               Ah  -  a plot.  Now we have a plot!
                    (chuckling)
               Very inventive...

     The older couple behind the podium look disturbed.

                         MOTHER
               Please, John, you're embarrassing
               us...

                         WHITE
               Shut up!

                         MISTER BLACK (chuckling still)
               You have proof?  Evidence?  Yes?

                         WHITE (holds up notebook)
               It's all here!

     Mister Black seems startled by the book, then pretends it's
     nothing.

                         MISTER BLACK
               A book of delusions.  Anything else?

                         WHITE
               But I...

                         MISTER BLACK
               I see.
                    (turns to the
                    victims)
               The verdict, yes...

                         WHITE
               Wait, this isn't fair...

     The DISEMBOWELED WOMAN stands again.  This time she opens her
     mouth, there is a bubbling noise, water runs out, then:

                         DISEMBOWELED WOMAN (whisper)
               Guil  -  ty...

     White is agitated, fear in his face.  Mister Black stamps SOME
     PAPERS before him repeatedly.

     ON THE PAPERS  -  official-looking documents.  The stamp says:
     GUILTY.

     CLOSE on White's eyes.

                         MISTER BLACK
               Before I pronounce sentence...

     Suddenly the papers on the bench in front of Mister Black BURST
     INTO FLAMES.  Mister Black recoils, almost falling off his
     chair, taken by surprise.  The Mystery Men all look at White, a
     murmur of concern.

     Mister Black looks up at White  -  angered.

                         MISTER BLACK
               How dare you use your tricks on me!

     White, genuinely surprised, looks around.  Several Mystery Men
     BACK AWAY from him, scared.

                         WHITE
               I didn't realise...

                         MISTER BLACK
               Shut up, freak!  Monster!  You are
               insignificant.

     He glares across the room, angrily.  An WOODEN CHAIR in a corner
     starts to vibrate.

     CLOSE on Mister Black's eyes.

     The chair rises into the air  -  HURLS across the room at White.

     Mister Black laughs as it crashes into the wall.  White ducks
     just in time.

     The gathered Mystery Men erupt into enthusiastic applause.

     White regains his composure and tries some mind tricks of his
     own.  He lifts a small table into the air, and makes it spin  -
     a knife and fork dance back and forth on the surface, as several
     plates (from a stack in the kitchen) hurl, firstly at the
     spinning table, then go flying across the room, smashing near
     Mister Black, making him dance back and forth comically.

     This display is accompanied by a rousing rendition of a WALTZ
     playing on a floating gramophone White has also activated with
     his mind.

     SEVERAL Mystery Men are TERRIFIED.  White is amazed at his own
     performance.

                         MISTER BLACK
               You'll regret that.

     Mister Black is furious, spluttering, spit flying from his
     mouth.

                         MISTER BLACK (shouts)
               SHUT IT DOWN!

     A Mystery Man by the window, picks up a phone and dials
     furiously.  Everyone in the room remains silent  -  waiting.

                         MAN ON PHONE
               Yes, we have a problem here.  Shut it
               down immediately.

     White doesn't understand what is going on.  O.S. the SOUND of
     machinery WINDING DOWN.

     ANGLE ON a clock hanging on the wall.  ON the SECOND HAND.  It
     suddenly STOPS.

     All eyes are on Mister Black.

                         MISTER BLACK
               This has all gone too far.  Yes, much
               too far.

     Mister Black starts to SHAKE.  His eyes shut, clenches his
     teeth, grips the insect on his cane, plants his feet firmly to
     the floor.

     Around the room WALLS CRACK, plaster rains down from the
     ceiling...

                                              CUT TO:

     EXT.  CITY  -  NIGHT

     All over the city things START TO FALL APART  -  a devastating
     impact on the landscape.

     MONTAGE

     A street CRACKS OPEN.  Beneath the pavement are pulsating
     intestine-like organs.  These burst open with pus...

     A building vanishes...

     A car on a street corner flies into the air...

     A telephone box STARTS TO SPIN, faster and taster, digging
     itself into the concrete.  Monstrous INSECT LEGS sprout from the
     hole left behind...

     Geysers of STEAMING BILE spurt into the night sky...

     BLACK EXCREMENT forces up out of a sewer, runs down stone
     steps...

     THE CITY is coming apart...

                                              CUT BACK TO:

     INT.  APARTMENT H'

     The room looks like an earthquake hit it  -  broken furniture and
     gaping holes torn in the walls.

     Several MYSTERY MEN huddle behind an upturned table, watching
     WHITE and MISTER BLACK.  They face each other, both still
     standing  - mental energies focused against each other in battle.

     The fighting is taken its toll on both men.

     A DAGGER hangs suspended in mid-air, slowly rotating to face
     White with its shining silver blade.

     Mister Black is clenching his rotting teeth, tightening bony
     fists by his side.  Pushing every ounce of mental power at the
     knife.

     White, bleeding from a gash in his cheek, is straining his mind
     against the knife.

     The blade STARTS TO MOVE, ever so slowly at first, towards
     White.  His body is shaking with his mental effort.  A bead of
     sweat runs down his brow, dripping into his eye, blurring his
     vision.

     He is losing.


     INT.  KITCHEN  -  NIGHT

     We see an OUT OF FOCUS IMAGE.  A group of dark figures.  WHITE
     regains consciousness, strapped to a kitchen table.  From his
     perspective, in the immediate foreground, a figure speaks as he
     removes a syringe from White's FOREHEAD.

                         FIGURE
               Good as new.  Yes.  Everything is
               easier now.

     His vision CLEARS, he can see.  It's MISTER BLACK.  Behind him a
     SMALL CROWD who turn out to be MYSTERY MEN.

     Mister Black suddenly pulls at his own face, removes the mask.

     Underneath is a mess of PULSATING ORGANS AND INSECT PARTS.
     This is what Mystery Men really look like.  He laughs, starts to
     MOVE rhythmically  -  a strange dance-step.  The others join in,
     as they too pull off masks.

     Each Man reaches up to his left ear in unison.  They pull
     squirming INSECTS out, hold them up to the light.  The insects
     scream triumphantly.

     White screams too.  And he can't stop.

     Everything goes BLACK.  Then the sound of a key rattling in a
     lock.  A door slowly creaks open...


     INT.  SEASIDE HOTEL ROOM  -  DAY

     A P.O.V. enters a small room.

     Dappled SUNLIGHT through a tattered lace curtain. A clock ticks
     on a wall.  A cough O.S. from the corridor.  A FAT MAN, talks as
     he enters:

                         FAT MAN
               It's small but clean...
                    (it isn't)
               ...and the view's nice.
                    (points to window)
               Isn't it?

     JOHN WHITE enters.  He is haggard, eyes rimmed with red.  He
     still holds the small black NOTEBOOK, tight to his chest.  He
     stands in the centre of the room, looks up.  Strangely, though
     the room is very small, it extends upwards several stories  -
     windows sit at various heights.

     White walks to the lace curtain, opens it with shaking hands.

     OUTSIDE

     A narrow street and at the end, the ocean.  The sound of distant
     surf, he can taste the salt spray.

                         WHITE (without turning)
               I'll take it.

     The man behind him blows his nose loudly and turns to go,
     shutting the door.  White puts the notebook down on a table near
     the open window.

     LATER

     White has fallen asleep on the bed.

     He wakes, troubled.  Stands and walks over to the sink next to
     the bed.  He moves like he is underwater.  The sea-breeze tugs at
     the curtain, draws him to the window.

     HIS P.O.V.

     Down the street to the small patch of sand between buildings.
     TWO FIGURES  approach each other.

     He pulls out his wallet and removes the torn photo of the
     woman, places it against the pillow on the bed.  He sits on the
     edge of the bed and lifts his trousers, looks at his legs
     nothing out of the ordinary.

     White is disturbed by a TINY MOVEMENT in his coat pocket.  He
     reaches in and pulls out a small, EMACIATED FISH.

     Disgusted, he drops the fish to the floor, looks at the
     creature.  White raise his foot.  His heel comes down with a
     sickening SQUISH.

     THE CAMERA MOVES IN STEADILY towards the notebook near the
     window.  As the SHOT TIGHTENS we can read the title on the
     cover:  ANSWERS  -  BY JONATHAN WHITE, AGE NINE.

     Now a sudden GUST OF WIND blows open the book.  The pages
     flicker past.  Glimpses of happy things.  A child's drawings of
     smiling people.  The sun shining down on a blue ocean full of
     sailing boats.  Fields of colourful flowers.  Cute animals.


     INT.  LONG CORRIDOR  -  DAY

     SOUND OF SURF, distant, muffled.

     CAMERA MOVES slowly towards a door.  The final door  -  no
     others beyond this.  ECHOIC FOOTSTEPS.

     TIGHT ON WHITE  -  His haggard face moves through darkness.  He
     looks down at his walking feet.

     HIS P.O.V.  -  White sees water, waves breaking, through the
     cracks in the floorboards of the hallway.

     ANOTHER ANGLE

     The cracks around the closed door are illuminated, white-hot,
     by the SUN outside.

     ON HIS HAND  -  As he reaches towards the handle.

     ON HIS FACE  -  As the door opens.  A sharp line of light cuts
     across his features, as his eyes blink and water.  The wind
     pulls at his messy hair.  SURF NOISE is louder now.

     REVERSE ANGLE  -  WIDER  -  OUTSIDE looking through the door,
     along a long wooden pier jutting out into a blue seascape.  At
     the end of the pier stands the tiny figure of A WOMAN WITH RED
     HAIR.  She looks out at the ocean, her back turned.

     ANGLE LOOKS BACK at White standing in the open doorway, squints
     into the sun.  Suddenly he looks relieved, almost happy for the
     first time.  He steps OUT OF FRAME briskly  -  a weight gone
     from his shoulders.  Everything is clear finally, he knows
     exactly what to do.

     A voice recites names over a P.A. system.

     REVERSE ANGLE

     A TRACKING SHOT follows White, moves down the pier toward the
     woman.  As White steps up to her, she turns and smiles.

                         WOMAN  (indicates the sea)
               Beautiful.

     White nods slowly.  He looks out of place in his crumpled suit.
     He stares out at the ocean.  Seagulls fly over.  Sun reflects
     off waves.

                         WHITE
               Yes...

                         WOMAN
               What's your name?

     He looks at her.  Smiles.  Then, slowly, brings his hands to her
     throat.

                         WHITE
               John...  White.


     FADE TO BLACK

     CREDITS
         







   					 CONTACT

			Rewrite by Michael Goldenberg

		    Based on the Novel by Carl Sagan

		   Written by:  Menno Meyjes
					 Ann Druyan & Carl Sagan
					 Michael Goldenberg
					 Jim V. Hart

								 September 8, 1995

UNIVERSE - EIGHT BILLION LIGHT YEARS FROM EARTH

The cosmos on the grandest scale we know.  Clusters of
galaxies strewn like sea froth; whorls and smudges of
light representing hundreds of billions of stars each.

MILKY WAY GALAXY

A view from the edge.  We DRIFT ABOVE the majestic,
spiraling disk, tens of thousands of light years across.

RING NEBULA (M57) - CONSTELLATION LYRA

A local group of stars, the brightest of which is a point
of hot, blue-white light...

VEGA

Rings of glowing gas and debris surround the giant, blue-
white star... and then we notice something ahead of us in
polar orbit.

CLOSER

An immense, world-sized construct gleams in Vega's blue
light.  Far too big to be artificial, by human standards
-- but this wasn't built to human standards.

Bowl-shaped transmitters cover the quicksilver gel-like
surface of the polyhedron, forming then vanishing again.
We DESCEND INTO one vast bowl as it deepens --

-- then silently convulses.  A lost chord.  We SWING
AROUND, assuming a breathtaking, MOVING POV --

A message begins its journey.

								    DISSOLVE TO:

SUBTERRANEAN DARKNESS

Shadows appear, dark and murky.  Slowly we become aware of
a MUFFLED, PULSING sound; like a DISTANT, BOOMING
HEARTBEAT.

Suddenly a bright light unzips the amniotic darkness; two
great hands reach in to assist what we now realize is a
Caesarean birth.

ELLIE ARROWAY

age five seconds, opens her eyes wide.  In the b.g., we
can see a nurse methodically giving CPR to the unseen
mother; the decor beyond tells us we are in a small-town
doctor's office.  The DOCTOR holds Ellie as he calls
softly to the nurse.

					DOCTOR
		You can call it, Nan.  Mark time of
		birth as... 12:04 A.M.
			   (looking down at the
			    baby)
		Happy New Year, little lady.
			   (to the nurse)
		Tell Ted he has a girl.

TED ARROWAY stands watching through the window in the
office door.  Numb.

BABY'S TINY HAND

clasps its mother's finger.

								    CUT TO:

WIDE TABLEAU

Ted, holding his newborn daughter, sitting quietly next to
the bed where his sheet-covered wife still lies.

EXT.  MAIN STREET (NEHALEM, OREGON) - DAWN

Ted, carefully holding little Ellie, walks down the empty
street, his FOOTSTEPS ECHOING...

DEEP SPACE - MESSAGE

rockets through a black dust cloud where young stars are
just beginning to glow.  An icy worldlet evaporates,
releasing gasses which blow away in spectral bursts of
iridescent color...

SURFACE OF ALIEN WORLD

We are MOVING OVER an exotic, technological landscape;
strange ALIEN SQUELCHES and SQUEALS become audible --

-- and then a child's hand reaches in and twists a giant
dial on what we now see is an old shortwave RADIO.

					ELLIE (V.O.)
		CQ CQ WR2 GFO... WR2 GFO, come back.

INT.  ARROWAY HOUSE - NIGHT

SIX-YEAR OLD ELLIE leans in towards a large microphone.

					ELLIE
		CQ WR2 GFO, do you copy?
			   (calls)
		I'm not getting anything.

Ted joins his daughter at the workbench where she sits in
front of the short-wave, her feet dangling from the stool.
He puts his hands on her shoulders.

					TED
		Small moves, Captain, small moves.

					ELLIE
		I can't move any smaller.

					TED
		Try again between the static and
		'Hey Jude'; that's where they're
		hiding.

Ellie bites her lip, tries again.  Her little hand slowly
turns the dial -- suddenly --

					RADIO VOICE (V.O.)
			   (filtered)
		Copy... WRS GFO...
			   (off STATIC)
		W2P KLD talking... what's your
		handle, WR2 GFO?

					ELLIE
		What do I do?

					TED
		Talk to him.

					ELLIE
		But what do I say?

					TED
		Just be yourself, Captain.  Find out
		where he is.

Ellie tentatively reaches out and grasps the microphone.

					ELLIE
		Where are you calling from, W2P KLD,
		come back.

					RADIO VOICE (V.O.)
			   (filtered)
		Pensacola, over.

					ELLIE
		Pensacola -- !
			   (beat)
		Where's Pensacola?

					TED
		Give you a hint:  orange juice.

MAP OF WORLD

above the work area is dotted with colored pins; Ellie's
finger traces the Gulf of Mexico, stopping at Pensacola.

Ellie, breathless with wonder.  Contact.

EXT.  ARROWAY BEDROOM - NIGHT

The house in the woods dwarfed under the immense dome of
night.

INT.  ELLIE'S BEDROOM - NIGHT

Now in her pajamas, Ellie sits hunched over in bed,
working intently on her latest masterpiece.  A crayon
behind her ear.

					ELLIE
		Could we hear to China?

					TED
		On that old shortwave?  Maybe on a
		clear night.  Come on now, under the
		covers.

					ELLIE
		Could we hear to the moon?

					TED
		Big enough radio, I don't see why
		not.

					ELLIE
		Could we hear God?

					TED
		Mmm, that's a good one.  Maybe his
		echo...
			   (then)
		Okay, no more stalling.

					ELLIE
			   (coloring frantically)
		Okay, okay... there.

She hands Ted the drawing.  As he holds it up to the lamp
we see it shows an idealized beach, palm trees.  It glows
in the light.

					ELLIE
		Pensacola.

					TED
		That's a beauty, Captain.
			   (kisses her on the
			    forehead)
		Now get some sleep.

He carefully pins the drawing on the wall, turns out the
light.  As he starts out she says softly --

					ELLIE
		Do you think there're people on
		other planets?

Ted pauses, smiles at his daughter's inexhaustible
curiosity.  He returns, sits on the edge of her bed, now
lit by starlight.

					TED
		Well let's see... the Universe is a
		pretty big place... And the one
		thing I know about nature is it
		hates to waste anything.  So I guess
		I'd say if it is just us, an awful
		lot of space is going to waste.

He tenderly brushes a stray lock of her hair behind her
ear.

					TED
		Time to sleep now, Captain.  But you
		can ask more questions in the
		morning, okay?

					ELLIE
			   (sighs)
		Okay.

He kisses her again, rises, goes to leave, stopping at the
door to watch her.  Ellie looks out the window at the
stars...

DEEP SPACE - MESSAGE

A comet blows by.  We chase it, riding its luminous tail
of evaporating ice...

TED'S CALLUSED HAND

careful as a safecracker, slowly TURNS the DIAL on an
ancient A.M. RADIO -- finally landing on an old HANK
WILLIAMS TUNE.

INT.  TED'S TRUCK - MOVING - DAY

Ted sits up, smiles in satisfaction.

EXT.  TRUCK - DAY

The old red Ford trundles through the pines along a
mountain road.

INT.  ARROWAY KITCHEN - DAY

NINE-YEAR OLD ELLIE throws her schoolbooks on the table
and goes to the refrigerator.  As she starts to take out
items we see her hand-drawn chart taped to the side of the
fridge; Mondays and Thursdays say "Ellie Cooks!"

EXT.  MOUNTAINS - DAY

A fawn is feeding.  CUT WIDE to reveal it standing in the
middle of an empty road, nibbling at the grass growing out
of the old blacktop.  The TWITTER of a BIRD; the wind in
the trees... and then, far in the distance, we hear an
ENGINE STRAINING.

LOGGING TRUCK

heads up the mountain road, its driver humming along to
the same HANK WILLIAMS TUNE.

INT.  ARROWAY KITCHEN - DAY

A stew of some sort bubbles on the stove.  Ellie hums as
she experiments with every spice on the rack.

SERIES OF SHOTS

A)  Ted sings to the RADIO as he eases off the gas to
    take a bend in the road --

B)  The fawn continues to graze, oblivious.  We can now
    hear the RADIO in the DISTANCE.

C)  Ted look up as he rounds the bend -- sees the deer --

D)  The logging TRUCK ROARS around a blind curve --

E)  Ted swerves onto the wrong side of the road, misses
    the deer, sighs in relief --

F)  The truck driver looks up, sees the Ford coming at
    him, Ted still looking over his shoulder at --

FAWN

who suddenly looks up at the O.S. sound of a HORRIBLE
CRASH --

-- then bounds off into the woods.

INT.  ARROWAY KITCHEN - DUSK

The table is set.  A stubby candle and some wildflowers in
a peanut-butter jar.

Ellie sits at her place, frowning.  She glances up at the
wall clock -- and then slowly stands as she sees something
else THROUGH the kitchen window:

A sheriffs' car is pulling up, lights going, siren silent.
The sheriff looks up -- their eyes meet -- PUSH IN ON
Ellie --

								    CUT TO:

EXT.  COUNTRYSIDE - NIGHT

Little cones of light illuminate the darkness as NEIGHBORS
search with their flashlights, calling:

					NEIGHBORS
		Ellie... Ellie...?

EXT.  ARROWAY HOUSE - NIGHT

The sheriff stands in front of the house, shaking his head
as he talks to a MINISTER.  VOICES continue to CALL.

We start to CRANE UP, HIGHER and HIGHER until we clear the
house -- REVEALING Ellie lying on the roof, staring up at
the stars.  Her fingers grip the shingles...

EXT.  COUNTRY CEMETERY - DAY

The Minister kneels next to Ellie, watching her knead
another piece of bread into a ball before tossing it into
a small fish pond.  In the b.g. we see the sheriff and
several relatives watching.

					MINISTER
		I'm so sorry, Ellie.  More than I
		can ever say.

Ellie keeps watching the pond.  The clouds overhead are
reflected in the patches of water between the lily pads.

					ELLIE
		Those lily pads must look like
		clouds to that carp, don't you
		think?

The Minister frowns.  Gently:

					MINISTER
		Ellie... this life doesn't last
		forever.  Some day you and your Dad
		are going to be together again, in
		heaven.

					ELLIE
			   (turns to him;
			    equally gentle)
		He isn't in heaven; he's in the
		ground.  We just put him there,
		remember?

OFF the astonished Minister --

INT.  ARROWAY HOUSE - NIGHT

Relatives, townspeople, the Minister and sheriff mingle
quietly.  The kitchen table and counters are covered with
a sea of casseroles.

Ellie watches the gathered from a doorway, then slips
away.

INT.  ARROWAY HOUSE - WORKSHOP AREA - NIGHT

Ellie slowly approaches the darkened bench area where the
SHORTWAVE is set up; the pin-dotted map above it.  She
TURNS it ON; the dial glows.

She reaches out for the microphone, holding it tightly in
both hands.  Pushes the button.

					ELLIE
		CQ WR2, this is GFO, do you copy?
			   (looking up)
		Dad, this is Ellie, come back.

EXT.  HOUSE - HIGH ANGLE - NIGHT

Tiny Ellie is visible THROUGH the window, and as we begin
to PULL UP and AWAY her emotion-choked voice continues,
small and faraway...

					ELLIE (V.O.)
		This is Eleanor Arroway broadcasting
		on 9.2 megahertz.  Dad, are you
		there?  Come back.  Come back.  Come
		back...

								    CUT TO:

DEEP SPACE - MESSAGE

-- rockets through the Rosette Nebula, a vast cloud of
glowing red hydrogen illuminated by young hot stars a
hundred times brighter than the sun.  Their solar wind is
blowing out an immense cavity in the interstellar gas and
dust.

PALM LEAF

lies on the streetlamp-lit sidewalk.

We hear the sound of a BUS PULLING UP, its door opening.
After a moment a pair of sneakered feet tentatively step
INTO FRAME.  A suitcase is set down next to them as we
hear the BUS WHEEZE OFF into the night.  A hand reaches
down, picks up the palm leaf.

22-YEAR-OLD ELLIE examines it, then looks up in
apprehension at the old prewar Spanish structure of Cal
Tech.

INT.  CAMPUS BUILDING - CORRIDOR - NIGHT

Ellie's FOOTSTEPS ECHO as she walks down a corridor, its
walls hung with portraits of Galileo, Copernicus, Hubble.
She pauses at a photograph of Einstein standing outside
the entrance we just saw.  Sound up cut:  THE RAMONES' "I
Wanna Be Sedated" --

INT.  DORM CORRIDOR - NIGHT

An altogether different sort of hallway, reflecting the
imagination and individuality of its occupants.  The walls
are covered with whimsical graffiti ("anthropocentrism is
a 17 letter word;"  "WATCH FOR FLYING POTATOES") and 3
A.M. paintings of alien sunsets; the MUSIC is coming from
behind a door covered in Tolkien and comic book art.

As Ellie enters this strange new world she begins to hear
animated voices coming from a room at the end of the hall.

					VOICE #1 (V.O.)
		... radio luminosity?

					VOICE #2 (V.O.)
		I dunno, maybe a post-spectral
		starburst or something.

					EVERYBODY (V.O.)
		Right, right --

					VOICE #3 (V.O.)
		E+A is an elliptical?  How can you
		tell it's being lensed?  Pass me the
		Fruity Pebbles.

					VOICE #4 (V.O.)
		Well I guess you'd have to check
		other elliptical galaxies, Mr.
		Wizard --

INT.  DORM ROOM - NIGHT

As Ellie peers around the corner we see six or seven
STUDENTS, mostly male, of mixed nationality and race,
passing around cereal which they eat from the box.  A
primitive (circa 1980) home-built personal computer glows
in the b.g.; a door opens onto a terrace and the
California night beyond.  They stop, look up at Ellie --

					ELLIE
		I -- uh --
			   (clears her throat)
		I was looking for Koestler Hall?

					GUY (STUDENT)
		This is it.  Hey, do you know the
		average radio-luminosity of an E+A
		elliptical galaxy?

					ELLIE
		Um... I'm not sure.
			   (hesitates)
		Maybe you could deduce it from
		lensing a post-spectral
		starburst...?

					GUY
			   (beat, then to his
			    friend)
		See, I told you!
			   (to Ellie)
		Want some Fruity Pebbles?
		Carcinogenic, but totally worth it.

Ellie takes the box, and as she tentatively enters the
room -- nibbles on the cereal -- she slowly sits.  Smiles.
The argument rages on.  She's home.

DEEP SPACE - MESSAGE

We ROAR by a rapidly rotating, flashing pulsar.  Cosmic
dust filters the light into the shifting spectrum of
colors...

EXT.  MOJAVE DESERT - DAY

DAVID DRUMLIN, 42, fit, sardonic -- and the world's
foremost radio astronomer -- leads a group of grad
students past the first Jet Propulsion Lab radio
telescopes at Goldstone.  Ellie lags behind talking to
PETER VALERIAN, who is about as good-looking as an
astronomer should be allowed to be.

					ELLIE
		... Drumlin said you're been down at
		Arecibo for the last year.

					PETER
		It's beautiful but it does get a
		little lonely.  Sometimes I think
		the reason we build these things in
		such godforsaken places isn't to
		avoid excess radio traffic but
		because we're all such pathetic
		antisocial misfits... Speaking of
		which:  How're you getting on with
		the old man?

					ELLIE
		He's an incredible prick but I never
		learned so much in my life.

					PETER
			   (smiles)
		That's what they all say.

In the b.g. we can see the majestic twin dishes tilted up
toward the hard blue sky.  An awkward moment, which Ellie
fills by extending her hand.

					ELLIE
		Ellie.  Arroway.

					PETER
		Peter Valerian.

					ELLIE
		Sounds like a Russian general.

					PETER
		Yavol.

					DRUMLIN
			   (calling back)
		You're out of shape, Valerian.
		What's the matter, eat too many
		tacos down there in Puerto Rico?

He pronounces it "tackos" in his distinctive Montana
twang.

					ELLIE
		I read your paper on ETI's.  It's
		brilliant.

					PETER
			   (embarrassed but
			    pleased)
		Keep it down, okay?  Drumlin thinks
		I'm enough of a flake as it is.
			   (then)
		Look -- everyone here has their
		little fetishes.  Caven goes to
		topless bars, Vernon's got his
		carnivorous plants... mine just
		happens to be extraterrestrial
		intelligence.

					ELLIE
		What a coincidence.  It happens to
		be my fetish too.

A brief but electric moment between them.  They both feel
it.  Drumlin calls back from the head of the group:

					DRUMLIN
		You two coming along or you just
		gonna do it right here in the sand?

The other students laugh good-naturedly.  Ellie and Peter,
rather than being embarrassed, seem to be considering the
idea.

EXT.  MOJAVE CLIFFS - LATE AFTERNOON

A dusky orange sun hangs over the mountains, the Goldstone
telescopes visible in the distance.  Ellie and Peter walk
along a windswept cliff overlooking a vast desert lake.

					ELLIE
		... I'm just so sick of feeling
		defensive about the things I care
		about!  Or being lumped in with the
		lunatic fringe by people like
		Drumlin, when if they'd just put
		aside their preconceptions for two
		seconds and look at the facts...

					PETER
		They can't.  I think it's against
		human nature to admit to that level
		of... insignificance; to not see
		yourself as basically the center of
		the universe.

					ELLIE
		It's like the pre-Copernicans who
		swore the sun revolved around the
		Earth, or the Victorians at the end
		of the last century who concluded
		that all major discoveries had now
		been made.  I mean... try to imagine
		civilization a thousand years ahead
		of us -- then imagine trying to
		explain... I dunno, a microwave oven
		-- to someone even a hundred years
		ago -- I mean the basic concepts
		didn't exist...

					PETER
			   (murmurs)
		'Any sufficiently advanced
		technology...'

					ELLIE
			   (finishing it with
			    him)
		'... is indistinguishable from
		magic.'

A moment... and then Peter takes her hand like it's the
most natural thing in the world.

					PETER
		I dunno.  I know I should be
		objective, ice-cold hard-assed
		scientific about it, but just on an
		intuitive level -- what's the point
		of a universe so vast if we're the
		only ones it it?  It'd just be such
		a... waste of space.

Ellie stops, looks at him -- and then slowly, carefully
leans in and kisses him.  A pleasantly awkward beat.

					ELLIE
		Sorry.

Peter laughs.

EXT.  DESERT - NIGHT

A million stares blaze overhead as Peter and Ellie make
love on an Indian blanket in the middle of the desert.
Ellie looks searchingly up into Peter's face... and then
her gaze drifts upwards to the canopy above...

SQUIRREL

gnaws on a beechnut as two enormous pair of feet walk by.

					ELLIE (V.O.)
		-- but I've already submitted my
		proposal!

EXT.  CAL TECH CAMPUS - DAY

Ellie and Drumlin walk briskly, in heated discussion.

					DRUMLIN
		I'm sorry, Miss Arroway, not only is
		it too Speculative a subject for a
		doctoral dissertation, at this point
		in your career it'd be tantamount to
		suicide.

					ELLIE
		I'm willing to take that risk.

					DRUMLIN
		I'm not.  You're far too promising a
		scientist to waste your considerable
		gifts on this nonsense --

					ELLIE
		Dr. Drumlin, we are talking about
		what could potentially be the most
		important discovery in the history
		of humanity.  There are over four
		hundred billion stars out there --

					DRUMLIN
		And only two probabilities:  One:
		there is intelligent life in the
		universe but they're so far away
		you'll never contact it in your
		lifetime --

					ELLIE
		You're --

					DRUMLIN
		Two:  There's nothing out there but
		noble gasses and carbon compounds
		and you'd be wasting your time.

					ELLIE
		What if you're wrong?
			   (as he starts to
			    speak)
		No -- I'll grant you probabilities
		but as a scientist without all the
		evidence -- you can't deny the
		possibility -- and I believe even
		the remotest possibility of
		something this profoundly...
		profound is worth investigation --
		and worth taking a few risks.

					DRUMLIN
		I disagree.

					ELLIE
		Then disagree but don't stand in my
		way!

By this point they've gathered a small crowd.  Drumlin
regards her for for a moment; then, softly:

					DRUMLIN
		What is it that makes you so lonely,
		Miss Arroway?  What is it that
		compels you to search the heavens
		for life when there's so much of it
		being neglected right here at home?

Body blow.  Ellie just stares, stunned.  Finally:

					DRUMLIN
		I will approve a general thesis on
		the detection of radio signals from
		space but that's all.  No E.T.I.s.
		Enough?

Flushed, overwhelmed... Ellie nods.  Enough.

DEEP SPACE - MESSAGE

Approaching a backwater area of the galaxy.  A small,
unspectacular yellow star comes INTO VIEW.

PAIR OF HEADLIGHTS

cuts through the night.  A Jeep negotiates an overgrown
mountain road.

EXT.  ARECIBO, PUERTO RICO - AERIAL SHOT - PRE-DAWN

The two tiny beams from high above as we DESCEND OVER a
mountainous jungle range, a hot-house of life that drops
away to reveal an enormous white thousand-foot radio
telescope, cradled in the natural bowl of the mountain
valley.

SUPERIMPOSE:  ARECIBO, PUERTO RICO - 1992

EXT.  ARECIBO - DAWN

The mud-spattered Jeep pulls up in front of the living
quarters of the primitive installation.  Peter Valerian
climbs out, looks up at the crude facilities in dismay.

ELLIE

lies asleep in bed.  Peter sits quietly next to her,
gently touches her face.  Her eyes slowly open.  She
smiles.

SAME - FEW MINUTES LATER

Ellie is in the shower.  Peter looks around her quarters;
peeling paint, a few steps down from your average dorm
room.

					ELLIE (O.S.)
			   (calls from the
			    shower)
		... I keep telling myself okay,
		that's just the price, you have to
		do your time doing shitwork before
		you're allowed to get to the good
		stuff... but if I have to catalog
		one more quasar...
			   (sticks her head
			    out)
		God, I've missed you.

					PETER
		Any luck on the grant money?

					ELLIE
		Please.  Any chance of that died the
		day David Drumlin was appointed head
		of the N.S.F.  I have been in
		contact with a few other SETI
		people; we've been trying to find
		backing from private investors.
		I've even managed to scrounge a
		couple of hours of telescope time
		here and there...

					PETER
		And?

					ELLIE
		I've examined over forty stars of
		roughly solar spectral type but so
		far nothing.  Still, we've barely
		started...

Peter is silent.

EXT.  MT.  ARECIBO (PUERTO RICO) - DAY

Ellie and Peter walk along the periphery of the vast
concave dish.  A gentle breeze blows.

					ELLIE
		... We've been going after some of
		the big multi-nationals but without
		much luck; got a donation from a New
		York dowager... We've even been
		thinking about selling T-shirts.

					PETER
		Ellie... even if you do manage to
		raise the money, have you thought
		about what it would really mean to
		follow through on this?  I mean a
		college fetish is one thing, but
		we're talking about your career.
		You won't be publishing.  You won't
		be taken seriously... and you could
		spend your entire life looking and
		never find anything at all.

Ellie pauses; looks out at the endless ocean of green.
Quietly:

					ELLIE
		If we lived at any previous time in
		human history we wouldn't even have
		the option of failing -- we'd have
		to wonder our whole lives, unable to
		do anything about it.  This time,
		right now, is unique in our history,
		in any civilization's history -- the
		moment of the acquisition of
		technology.  The moment when contact
		becomes possible.  We've already
		beaten incredible odds by being
		lucky enough to be alive now.

					PETER
			   (pausing)
		How close are you to getting this
		funding put together?

					ELLIE
		It's almost there.  The hardest part
		is getting someone to sell us the
		telescope time.

					PETER
		What if I said I could get Drumlin
		to agree to sell you time in New
		Mexico?

					ELLIE
			   (stunned)
		The V.L.A.?

					PETER
		Thirty-one linked dishes.  You could
		search more sky there in a day than
		you could in a year here.

					ELLIE
		Peter -- if you can get him to do
		that for me he'd obviously do the
		same for you -- we could -- !

					PETER
		Actually --

					ELLIE
		We could be together again --

					PETER
		-- I'm moving to Washington.

					ELLIE
			   (confused)
		Greenbank?

					PETER
		I'm going on staff at the N.S.F.  To
		work for Drumlin.

					ELLIE
		But what about your research -- ?

					PETER
		This is a chance to be of enormous
		help to other people's research --
		to have the power to be a real
		advocate where David's got blind
		spots --

					ELLIE
		But the work --

					PETER
		'The work,' Jesus, Ellie, can't
		there just once be more to life than
		the work?  Okay, maybe that's the
		only way to get the recognition, win
		the prizes --

					ELLIE
		Please, you're just as ambitious as
		I am, more --

					PETER
		Maybe that's the problem.  I want...
		a family, Ellie.  I want kids.  A
		townhouse on L street instead of
		still living like a college kid.  A
		real life.  Maybe that makes me a
		sellout but I don't care anymore.
		It's what I want.

					ELLIE
		And you think I don't want those
		things?  You think I don't stay up
		half the night wondering if I've
		made the right choice living half a
		world away from you, wondering if
		any of this is worth what I'm giving
		up for it everyday?
			   (as Peter is silent;
			    suddenly)
		Let's get married.

					PETER
		Jesus --

					ELLIE
		Right now -- we'll drive down to
		Ramey and get the base chaplain to
		marry us.

					PETER
		Ellie --

					ELLIE
		I'm serious about this, Peter --

					PETER
		Ellie -- I'm getting married.
			   (off a stunned
			    silence)
		Her name's Laura.  She came up to
		Owens Valley to do her post-doc
		about six months after you left.

					ELLIE
			   (stares)
		You sonofabitch.

					PETER
		That is true.  But it's also true
		that if I really thought we wanted
		the same things, I'd follow you
		anywhere... but the truth is I don't
		think you want the company.
			   (softly)
		Be honest, El.  There's nowhere
		you'd rather be than sitting out at
		some remote corner of the world
		searching for the answers to the
		mysteries of the universe.  And call
		me crazy, but I just can't compete
		with that... I'm sorry.

There's nothing left to say.  He rises, starts to make his
way down.  OFF Ellie, stunned --

DEEP SPACE - MESSAGE

The yellow star is now definitely brighter than the rest.

EXT.  NEW MEXICO DESERT - AERIAL SHOT - NIGHT

A 1967 T-Bird travels swiftly along a dirt road through
the moonlit desert.  The VIEW CLIMBS, WIDENS to include a
huge radio telescope, and as we come around we see an even
more stunning sight:  30 more of them.

SUPERIMPOSE:  SAPPORO, NEW MEXICO - 1993

EXT.  VLA MAIN BUILDING - NIGHT

The T-Bird pulls up in front of a bland, institutional
building.  Ellie climbs out, stretches, then pulls a
single small suitcase from the back seat.

INT.  CAFETERIA/LOUNGE - NIGHT

Over an ancient Mr. Coffee machine some hysteric has
scribbled:  "Someone has been drinking the coffee without
leaving the .10c in the cup and WE KNOW WHO YOU ARE."
Ellie drops her dime in.  As she pours she hears a strange
sound:  a steady repetitive SSSHHH... SSSHHH... She
follows the noise down the hall.

INT.  CONTROL ROOM - NIGHT

The lights are off; the large room is illuminated solely
by the night sky and glowing banks of electronic
equipment.  Through the large panorama window we can see
the silhouettes of the enormous radio telescopes in the
moonlight.  We make out a shape sitting in the darkness
listening to the sounds, louder now:  SSSHHH... SSSHHH...
And then a voice calls out:

					VOICE (O.S.)
		Light's behind you, to the left.

Ellie finds the switch, flips on the lights, revealing
KENT CULLERS, 30's, wearing Raybans.

					ELLIE
		Dr. Cullers?

					KENT
		Kent, Kent for Chrissakes.  You must
		be Eleanor.

					ELLIE
			   (moving to the
			    control panel)
		Ellie.  Pulsar?

					KENT
		1919+21.  Found a glitch in the
		timing; probably a starquake.

					ELLIE
		Nice.  Where?

Kent types in a few commands and the computer screen
lights up.  It reads "Radio Sky" and it looks nothing like
the ordinary optical sky; more like an elaborate oriental
rug.  Pointing:

					KENT
		Here, right around Centaurus A.

					ELLIE
		This is how you see the sky?

					KENT
		It's how I hear it.  The display's
		just a little something I programmed
		for astronomers with the misfortune
		of sight.

					ELLIE
		It's beautiful.

					KENT
		Never seen the optical sky myself,
		but I hear it's nice too.

					MILLINGTON (O.S.)
		Yo, Ray Charles, time's up.  Oh --
		sorry --

					KENT
		Doctors Millington, Curtain, Dr.
		Arroway.

Ellie raises a hand in greeting to the two men in the
doorway, they wave awkwardly back.

					KENT
		Rick's doing black holes at the
		center of galaxies; Tom's studying
		globular clusters in the e-band.
			   (to the guys)
		And Dr. Arroway here will be
		spending her precious time listening
		for little green men.  All yours,
		guys.

As he rises MILLINGTON and CURTAIN move to take his place
at the controls.  They maneuver shyly around Ellie.

					ELLIE
		Um... should I...

					MILLINGTON/CURTAIN
			   (way too fast)
		No, no, no -- have a seat.

Kent smiles, exits.  Ellie sits, looks over the control
console, rubs her hands...

								    DISSOLVE TO:

INT.  VLA CONTROL ROOM - DAY

In the daylight we see the sad truth of the place:  a
character-free cinderblock box filled with a mishmash of
equipment, aging and jerry-rigged alongside the spoils
of the odd successful grant application.  Through a wall
of windows we can see the cafeteria/lounge area; an
ancient Ping-Pong table.

					ELLIE (O.S.)
		Hey, Fish, has that pointing error
		in twenty-nine been fixed yet?

					FISHER
		It's a worm gear; still a little
		sluggish but it'll have to do.

Ellie again sits at the main console, but time has clearly
dissipated some of her initial enthusiasm.  She frowns as
she peers at the telescope THROUGH the windows...

					ELLIE
		J39 Z186...?

					WILLIE
		Been there, done that, got the
		T-shirt.

					ELLIE
		VB10's an M dwarf; Signa Draconis...
		too old.

					KENT
			   (at the coffee
			    machine)
		You've only searched -- what is it,
		sixteen hundred stars without a
		peep?  Try not to take it too
		personally.

					ELLIE
		Thank you, Mr. Sensitive.
			   (frowns)
		I'm coming at this wrong... missing
		something... something...

								    DISSOLVE TO:

PAIR OF HANDS

pick up a think coil of cable.

DUSTY PAIR OF SNEAKERS

trek through the moonlit scrub desert, trailing cable
behind them...

EXT.  DESERT - NIGHT

Ellie sits cross-legged on the hard earth, hunched over
with her fingers barely touching the pair of headphones
she wears.  We hear the faint arhythmic pulsing of
STATIC... Ellie's eyes are closed; she leans forward, an
expression of peculiar intensity on her face...

								    CUT TO:

EXT.  DESERT - WIDE

Ellie's tiny hunched-over figure is sitting about a
thousand yards away from the main building, rocking slowly
back and forth under the vast desert sky, back and
forth,listening...

								    DISSOLVE TO:

EXT.  NEW MEXICO DESERT - AERIAL SHOT - DAY

A government sedan travels the dusty road to the VLA.

EXT.  VLA MAIN BUILDING - LATER AFTERNOON

The sedan pulls up.  WILLIE climbs out of the driver's
side and comes around to get the bags as David Drumlin
emerges, formidable and patrician as ever.  Kent, Fisher,
Millington, Curtain and a number of other scientists are
there to greet him.

					DRUMLIN
			   (hand at his back)
		Now I remember why I went into
		theoretical work.  Kent.

					KENT
		Glad to have you, David.  How's the
		new office?

					DRUMLIN
		Still settling in, really.
			   (looking over the
			    group)
		Where's Dr. Arroway?

INT.  VLA CONTROL ROOM - AFTERNOON

Kent and Fisher lead Drumlin through the complex; his
conservative suit out of place among the jeans and
T-shirts; other scientists either smile obsequiously or
avert their gaze.

					FISHER
		... not that there's a whole lot in
		the way of entertainment around here
		but I guess it beats communing with
		washing machines.

					DRUMLIN
		What's that?

					KENT
		Nothing.
			   (looking at Fisher;
			    hesitates a long
			    beat)
		Okay.  Some of us have been a
		little... not concerned, exactly,
		but...

					DRUMLIN
			   (almost gently)
		Tell me.

					KENT
			   (hesitates again;
			    finally)
		Last week, about 3 A.M., Fish -- Dr.
		Fisher -- was on a late shift, and
		he found her doing laundry.

					DRUMLIN
		So?

					KENT
		So... there wasn't any clothes in
		the machine.  She was just sitting
		there on the floor with her ear
		pressed up against the Maytag.
		Listening.

EXT.  VLA LIVING QUARTERS - ESTABLISHING - DUSK

Across a barren patch of desert lies a weathered
residential outbuilding, something between a dormitory and
a Motel Six.

INT.  ELLIE'S QUARTERS - DUSK

Home.  Painted cinderblock, a single star map up on the
wall.  An old lumpy couch, several monitors along a shelf
on one wall that connects her to the control room.
Headphones, listening equipment.  Ellie is at the fridge.

					ELLIE
		Pepsi?  Tequila?

					DRUMLIN
		No, thanks.

He sits on the corner of the unmade bed.  Ellie pops open
a soda, unselfconscious.

					DRUMLIN
		Peter sends his regards.

					ELLIE
			   (a little too
			    nonchalant)
		Oh?  How's he doing?

					DRUMLIN
		Very well; since my appointment he's
		been made interim director.

					ELLIE
		Really?  Congratulations, by the
		way.

					DRUMLIN
		I'm surprised you even knew it was
		an election year.

					ELLIE
		'President's Science Advisor' -- so
		what, you just spend all your time
		jetting around on Air Force One
		now...?

					DRUMLIN
		Now exactly.  It's... complicated.

					ELLIE
		No doubt.

					DRUMLIN
			   (a beat, then)
		Ellie...

					ELLIE
			   (avoiding the
			    inevitable)
		Did I tell you we've expanded the
		search spectrum?  We're including
		several other possible magic
		frequencies -- not just the hydrogen
		line anymore.  I was trying to get
		inside their heads, y'know?  And I
		started thinking, what other
		constants are there in the Universe
		besides hydrogen, and then suddenly
		it was so obvious -- transcendantals,
		right?  So we've been trying
		variations of pi...

					DRUMLIN
		You know why I'm here.

					ELLIE
		It's not enough having my search
		time systematically cut down -- you
		know I'm down to three hours a week
		now.

					DRUMLIN
		Ellie, I should have done this a
		long time ago, certainly before I
		left the N.S.F., but I wanted to
		give you every benefit of the
		doubt --

					ELLIE
		You can't just pull the plug, David.

					DRUMLIN
		It's not like you've given me much
		choice.

					ELLIE
		Meaning...

					DRUMLIN
		Meaning I have to go defend a budget
		to the President and to Congress and
		you're out here listening to washing
		machines.

					ELLIE
			   (quietly)
		I'm searching for patterns in the
		noise, that's all.  Order in the
		chaos.  I'm practicing listening --

					DRUMLIN
		The point is, this isn't just
		scientific inquiry anymore -- it's
		turned into some kind of personal
		obsession.

					ELLIE
		The difference being what -- that I
		refuse to adopt the standard line,
		that I don't care about the results
		of my work?  Well, I do care.  Of
		course any discovery has to be
		verifiable, of course it must be
		subject to all rigors of scientific
		method, but I refuse to go around
		pretending I'm some kind of
		dispassionate automaton when it's
		obvious to anyone with a brain I'm
		just not.

					DRUMLIN
		No... You're not.  But the price has
		just gotten too high.

					ELLIE
		Goddamnit, they are out there,
		David --

					DRUMLIN
		Then why haven't you detected any
		signals?  If, as you claim, there
		have been thousands, millions of
		advanced civilizations out there for
		millions of years then why hasn't
		one signal gotten through?
			   (rising)
		It'll take a month or two for the
		paperwork to go through; you're
		welcome to stay until then.

					ELLIE
		David --

					DRUMLIN
		It was a worthy experiment -- worthy
		of you; I was wrong about that part.
		But it's over now.

He leaves.  Ellie just stands there in the window,
fighting back the emotion, watching the telescopes in the
falling light...

EXT.  SPACE - MESSAGE

approaches the out regions of our solar system; Neptune --
an austere, deep blue gas world with swirling clouds of
methane.

The message shoots by more worlds at the speed of light.
Saturn.  Jupiter.  Closer.

MESSAGE - TO EARTH - DESCENDING VIEWS

Approaching the big blue and white marble, breathtaking
against a backdrop of stars.

We PLUNGE PAST the outer satellites, the Hubble telescope
-- Space Station Mir.  We ENTER the atmosphere, DESCENDING
THROUGH layers of clouds, DOWN farther and farther, FASTER
AND FASTER --

We RUSH DOWN TOWARD North America, the Southwest U.S.,
SMASHING DOWN TOWARD the tiny dot of the VLA, TOWARD the
westernmost dish and INTO the antenna at its center --

INSERT - TV - LARRY KING LIVE

The famous host's familiar features, pixilated in EXTREME
CLOSEUP.

					LARRY KING (V.O.)
			   (TV)
		My guest tonight is author and
		theologian Palmer Joss, 'God's
		diplomat' according to the New York
		Times.  His new book -- Losing Faith
		-- is currently number one on that
		publication's bestseller list.
		Thanks for being with us, Reverend.
		Okay -- who's losing faith -- and
		why?

Our first glimpse of Palmer Joss.  He has a rumpled,
rugged charm that has become just the slightest bit
polished.  No bullshit, agreeably ironic, he's ridden the
wave of the New Spiritualism farther than even he ever
imagined.

					JOSS (V.O.)
		Well, let me start this way, Larry.
		What has science done for you
		lately?

					LARRY KING (V.O.)
		Besides letting me broadcast this
		program all over the world?

					JOSS (V.O.)
			   (smiles)
		Besides that.  Or better, I'll give
		you that, but tell me this:  Are
		you happier?  Are we happier?  Is
		our would fundamentally a better
		place?

WIDEN SLOWLY to reveal:

INT.  VLA CONTROL ROOM - NIGHT

Willie and Fisher sit at the command console, battling the
ennui of their watch.  BOB MARLEY plays on a battered
BOOMBOX; Fisher watches Joss on a Watchman.

					JOSS (V.O.)
			   (TV)
		Don't get me wrong -- we're smart,
		Larry.  We shop at home, we surf the
		net... and we feel emptier and
		lonelier and more cut off from each
		other than at any other time in
		human history...

Fisher eats a Baby Ruth and sips a Coke as he watches.
Willie, heavy into his Gameboy, has a sudden epiphany.

					WILLIE
		Y'know who'd make great astronomers?
		Vampires.  Think about it; the
		perfect synthesis of career and
		lifestyle.

					FISHER
			   (engrossed in TV)
		Shut up, Willie.

INT.  ELLIE'S ROOM - NIGHT

Ellie lies crashed out on the couch, headphones on.  All
we hear is STATIC...

... and then, beneath the static, we begin to hear another
sound, barely audible but definitely there...

A faint irregular PULSING, FADING IN AND OUT of reception.

Ellie slowly swims up to consciousness.  After a moment
her eyes open.  She sits up --

TIGHT ON BOOMBOX

still playing REGGAE.  A hand reaches in and turns it OFF.

INT.  VLA CONTROL - ROOM

Willie and Fisher look up in surprise as Ellie goes to the
main console, starts checking instrument readings.

					WILLIE
		Got a bogey, boss?

					ELLIE
		I'm not sure.  You mind checking
		right ascension 18 hours, 34
		minutes; declination plus 38 degrees
		41 minutes?

					FISHER
		What's the frequency?

					ELLIE
		4458.8 gigahertz.

Fisher and Willie look at each other significantly.

					ELLIE
		It's probably nothing.

They start typing in coordinates.

THROUGH WINDOW - GIANT RADIO TELESCOPES

turn one by one, fixing on the same point in the sky.

INT.  VLA CONTROL - CONTINUOUS ACTION

Willie puts on headsets, flips a switch, twists a dial.

					WILLIE
			   (in wonder)
		Hydrogen times pi...
			   (calling to Ellie)
		Got it.  Strong sucker.

					ELLIE
		Put it on speakers.

He punches a button.  An eerie, PULSING METALLIC SOUND.
Willie and Fisher run their routine checks with a
practiced calm --

		 WILLIE				   FISHER
   Could be AWACS from		 Glitch in number
   Kirtland; verifying		 seventeen.
   intensity.  Wasn't		  Monochromatic, strong
   seventeen where we found	 too.  That was twenty-
   that owl's nest last		three, besides I got
   month?				    signal across the
						   board.

Around the room a few night owls are watching with growing
interest.  Ellie types rapidly on a keyboard, watching a
monitor above her:  SEARCH)STAR FIELD ORIGIN OF SIGNAL)

					FISHER
		Checking interferometric position.
		Somewhere in Lyra, I think...

					ELLIE
		Vega...?

					WILLIE
		That can't be right; it's only
		twenty-six light years away.

					ELLIE
		I scanned it at Arecibo; negative
		results, always.

					FISHER
		Linearly polarized; a set of moving
		pulses restricted to two different
		amplitudes --

					WILLIE
		Air Force isn't supposed to be on
		this frequency.

					ELLIE
		That's what they always say; punch
		up the darks.

Another display shows all satellites and major debris in
orbit; "darks" glow in red.

					ELLIE
			   (murmurs)
		How's the spying tonight, guys?

					WILLIE
		NORAD's not tracking any spacecraft
		in our vector including snoops;
		shuttle Endeavor's in sleep mode.

					FISHER
		Interferometry now rules out a
		Molniya-type orbit.

					WILLIE
		Confirming sidereal motion; whatever
		it is, it ain't local.

Ellie fights to stay calm -- but the excitement rippling
through the gathered is palpable --

					ELLIE
		Display absolute intensity.

On another monitor a sound spike leaps with each pulse.

					WILLIE
		Reading over a hundred janskys --

Ellie puts on headsets, shuts her eyes in fierce
concentration as she listens -- for a moment only a signal
echoes through the control room --

					ELLIE
		Numbers.  Those are numbers, each
		pulse is a set -- break it down --

Now with each pulse, long strings of zeros and ones
appear.  On the monitor:  PROMPT:  CONVERTING TO BASE 10)
OPERATION COMPLETED

MAIN DISPLAY

With each pulse a number appears:  59  61  67  71  79  83
89  91  --

					ELLIE
		79 -- 83 -- 91 -- they're all
		primes, no way that's a natural
		phenomenon -- !

The room ignites.  Ellie shouts over the din --

					ELLIE
		Okay, let's just slow down.  Pull up
		the starfield signal origin.

					KENT (O.S.)
		It can't be coming from Vega, the
		system's too young.

Kent stands sleepily in the doorway, wearing Kermit the
Frog pajamas and an old robe.  Willie punches up a screen:

		   ELLIE					 WILLIE
   Maybe they didn't grow up	  Constellation Lyra,
   there, maybe they're just	  brightest star Vega,
   visiting.				   A-zero main sequence
							dwarf, estimate several
		   KENT			   million years old.
   The system's full of debris	Distance 26 light years
   -- any spacecraft that		accretion disk, no
   stayed for long would get	  known planets.
   clobbered.

					NEARBY SKEPTIC
		Not if they took evasive action and
		used their photon torpedoes.

					ELLIE
		Or if they're in polar orbit -- but
		no, you're right.  If we go public
		and we're wrong, that's it -- it is
		over for us.
			   (the room grows
			    quiet)
		Vega will set in a couple of hours;
		it's probably already risen in
		Australia.  Let's call Ian and see
		if we can get some verification on
		this.

Willie picks up the phone and dials.  All eyes on Ellie.

					ELLIE
		Okay.  We have an intense, not very
		monochromatic signal, linearly
		polarized as if coming from an
		antenna, source moving with the
		stars so it can't be an airplane or
		spacecraft; on and only on a
		frequency whose only significance
		would be to an intelligence that
		wanted to be directed.  If anyone
		can come up with any plausible or
		even implausible explanation besides
		ETI I want to hear it, now.

Silence.  Willie on the phone --

					WILLIE
		Yeah -- yeah, just a sec --

He looks up at Ellie.  She looks back --

EXT.  CSCIRO RADIO TELESCOPE (AUSTRALIA) - DAY

					IAN (V.O.)
			   (phone)
		... We put it smack in the middle --

INT.  CSCIRO CONTROL ROOM - CONTINUOUS ACTION

IAN BRODERICK, head of SETI down under, reaches across a
star map surrounded by other excited technicians --

					IAN
		Vega.

As his finger hits the map --

INT.  VLA CONTROL ROOM - SAME TIME

					ELLIE
			   (pausing)
		Thanks, Ian.  Can you just keep
		tracking it as long as you can and
		we'll get back to you.
			   (slowly puts down
			    the phone, then)
		Get this out to every observatory
		and radio array on the planet.
		Um... and get me the President's
		Science Advisor.

Outside the sun is coming up.  They all look to the
windows.  The telescopes are silhouetted against the pale
light.

Ellie goes.  They watch her -- then turn to look out at
the rows of mechanical flowers pointing up at the new
dawn.

INT.  ELLIE'S ROOM

Ellie shuts the door behind her.  She sinks to the
floor, looks up, breathless --

					ELLIE
		Hello, Pensacola...

ELLIE'S E-MAIL

as it types out on various screens at radio telescopes in
exotic locations around the world; various teams gather
round --

	ANOMALOUS INTERMITTENT RADIO SOURCE AT RIGHT
	ASCENSION 18 34m, DECLINATION PLUS 38 DEGREES 41
	MINUTES, DISCOVERED BY VLA SYSTEMATIC SKY SURVEY.
	FREQUENCY 4458.8 GIGAHERTZ, LYRA/VEGA SYSTEM.
	174 AND 179 JANSKYS.  EVIDENCE AMPLITUDES
	ENCODE SEQUENCE OF PRIME NUMBERS.  FULL
	LONGITUDE COVERAGE URGENTLY NEEDED.  E. ARROWAY,
	DIRECTOR, PROJECT ARGUS, SOCORRO, NEW MEXICO, U.S.A.

Sound upcut:  a JET ENGINE ROARS --

EXT.  WHITE SANDS AFB - DAY

AIR FORCE 2 lands with a SCREECH as Government Motor Pool
cars speed toward it across the tarmac.

National Security Advisor MICHAEL KITZ -- very sharp and
serious as death -- steps out of the plane... followed
momentarily by David Drumlin.  He doesn't look happy.

EXT.  VLA - MAIN ENTRANCE - DAY

Security guards stonewall two mobile TV news trucks.  A
handful of protesters picket the entrance carrying signs;
"JUSTICE," "STOP THE COVERUP," "ROSWELL."

					PROTESTERS
			   (chanting)
		U-F-O-s -- We want to know --

As Kitz, Drumlin and a small VIP delegation make their way
in, Local News Reporters thrust microphones in their faces
-- "Mr. Kitz, Dr. Drumlin --"

					KITZ
		The President will be making a
		statement in due time; until then we
		have no comment.

INT.  CONTROL CENTER - DAY

Fisher leads Kitz, Drumlin and the rest of the delegation
around the room.  Coffee cups and cigarettes abound.
Drumlin crosses over to Willie's console, studies the
display.  In the b.g. we hear the constant BEEPING of the
MESSAGE.

					DRUMLIN
		What's the latest?

					WILLIE
		Forty-four stations worldwide now
		confirming the signal, sir.

					DRUMLIN
			   (to an aide)
		Let's get some decryption people
		here, now.  Dr. Lunacharsky's
		visiting at the University of New
		Mexico --

Kitz and others look at the main display as the primes
continue to scroll.

					KITZ
		I don't get it.  If this
		civilization is so advanced why the
		remedial math?

					SENATE DELEGATE
		Why don't they just speak English?

					ELLIE (O.S.)
		Maybe because seventy percent of the
		planet speaks other languages.

All eyes turn to Ellie; she hasn't slept but you'd hardly
notice.

					ELLIE
		Mathematics is the only truly
		universal language, Senator.  We
		think this may be a beacon -- an
		announcement to get our attention.

					DRUMLIN
		If it's attention you want I'd say
		you've got it.
			   (as Ellie turns to
			    him)
		Just one thing:  Why Vega?
		Everyone's looked at Vega for years
		with no results, and now, yesterday,
		they start broadcasting primes.
		Why?

					ELLIE
		It's hardly yesterday; the signal's
		been traveling for over twenty-six
		years.  As for why...
			   (meeting his gaze)
		I'm hoping your own expertise in
		decryption algorithms will help us
		find out -- to see if there's
		another message buried deeper in the
		signal.

Drumlin frowns, effectively neutralized for the moment.

					KITZ
		Dr. Arroway --

					DRUMLIN
		Michael Kitz, National Security
		Advisor.

					KITZ
		Dr. Arroway, let me first say --

					ELLIE
		Before you do could you please ask
		the gentlemen with the firearms to
		wait outside?  This is a civilian
		facility.

Kitz pauses -- then gives a signal to dismiss the Berets.

					ELLIE
		Oh, and if you could ask them not to
		use their radios -- interference.
		Thanks so much.

Drumlin warns her with a look, which she conveniently
avoids.

					KITZ
		I'll come right to the point,
		Doctor.  Your sending this message
		all over the world may well be a
		breach of National Security.

					ELLIE
		This isn't a person to person call,
		Mr. Kitz.  I don't really think the
		civilization sending the message
		intended it just for Americans.

					KITZ
		I'm saying you might have consulted
		us; the contents of this message
		could be extremely sensitive...

					ELLIE
		You want to classify prime numbers?

					DRUMLIN
		Mike, because of the Earth's
		rotation we're only in line with
		Vega so many hours a day; the only
		way to get the whole message is to
		cooperate with other stations.  If
		Dr. Arroway hadn't moved quickly we
		could have lost key elements.

					KITZ
		Okay, fine, they've got the primes
		-- but if you're right about there
		being another more significant
		transmission still to come --

					ELLIE
		-- which we'll also need the
		network's help to receive and
		decode!

					KITZ
		You don't seem to understand that
		it's your interests I'm trying to
		protect -- !

Suddenly the steady BEEPING of the MESSAGE STOPS, replaced
by terrible STATIC.  On the various displays the prime
numbers start to scramble.

					FISHER
		Oh shit.

					ELLIE
		Interference -- we're losing the
		signal.

EXT.  VLA CONTINUOUS ACTION - DAY

Media choppers circle like buzzards:  CNN, ABC, WGH Santa
Fe, freelance weather choppers on the lookout for "Hard
Copy" --

INT.  VLA - CONTINUOUS ACTION - DAY

The DRONE of the CHOPPERS continues in the b.g.

					KENT
		Can't we get rid of them?

					ELLIE
			   (looks up at Kitz;
			    slowly)
		It's a civilian facility.

Kitz allows himself the barest hint of a smile -- then
switches on his radio and speaks calmly into it.

					KITZ
		Colonel Jarrod, I'd like a twenty
		mile radio-silent perimeter put
		around this installation
		immediately.

					ELLIE
		And a hundred mile airspace.

					KITZ
		And a hundred mile airspace.

EXT.  VLA PERIMETER - DUSK

In the extreme f.g. a heavy-duty aluminum post is thrust
into the earth -- a fence is being erected.

INT.  VLA ROOM - DUSK

Kitz stands in the former lounge/cafeteria; an improvised
command center has been set up on the ping-pong table.
Aides continue to hook up equipment as he talks on a red
phone:

					KITZ
		... under control for the moment but
		the longer we wait the more unstable
		the situation could become.  I think
		you should consider coming here...

INT.  CONTROL ROOM - DUSK

STEPHEN LUNACHARSKY, a high-strung Russian scientist,
chain smokes as he types.  Ellie and Drumlin stand over
him, Kent next to him, others nearby.

					ELLIE
		... could it be a nested code of
		some sort?

					DRUMLIN
		You must have checked the signal for
		polarization modulation already...

Ellie hesitates.  Drumlin looks at her.  Whoops.

					ELLIE
		Dr. Lunacharsky...?

					LUNACHARSKY
			   (takes a drag)
		Analyzing signal polarization
		shifts.

He type in a series of commands.  Something begins to
happen on the main display --

					LUNACHARSKY
		Bingo.

POV - THROUGH WINDOW

Kitz, on the phone, sees the activity around the console.

BACK TO SCENE

Lunacharsky types in commands as he talks.

					LUNACHARSKY
		A second layer, nested within the
		main signal; possibly... a picture?
		Product of three primes...

					KITZ
			   (joining them)
		What.

					LUNACHARSKY
		... definitely three dimensions,
		either a hologram or a two-
		dimensional picture that moves in
		time; a movie.

					DRUMLIN
			   (dryly)
		Hope there's a cartoon.

					KITZ
		How is that possible?  How could all
		that information be encoded in --

					KENT
		Well, sir, some bits of the signal
		are bits that tell us how to
		interpret the other bits.
		Technically speaking.

JURYRIGGED 35-INCH MONITOR

Strings of zeros and ones fill the screen as the group
assembles around it.

					ELLIE
		Enlarge.

Willie types.  Ellie moves closer, studying it.
Intuitively:

					ELLIE
		Try plotting values in a three
		dimensional coordinate system.

A pattern begins to emerge.

					DRUMLIN
		Throw a gray scale on it; standard
		interpolation.

					ELLIE
		Rotate 90 degrees counterclock wise.

Willie enters commands.  All are mesmerized by the shadows
taking form on the screen.

					ELLIE
		It has to be an image.  Stack it up,
		string-breaks every 60th character.

On the screen a distinct black and white moving image
forms; grays define it even further.  The group is
transfixed.  Kitz whispers to an aide who makes a call in
a hand radio.

					KENT
		Um... I've got an auxiliary sideband
		channel here.  I think it's audio.

An otherworldly RUMBLING GLISSANDO of sounds joins the
image, sliding up and down the spectrum... and then the
faint SWELLING MUSIC is heard.  Ellie reaches over Willie
and type more commands.  The picture rotates, rectifies,
focuses --

					KITZ
		What in the hell...?

					DRUMLIN
		It's a hoax.  I knew it!

					KENT
		Um, excuse me, but would someone
		mind telling me what the hell is
		going on?

Other reactions range from astonishment to nervous
laughter.  Ellie and Peter stare in utter amazement.

ON SCREEN

A grainy black and white image of a massive reviewing
stand adorned with an immense Art Deco eagle.

Clutched in the eagle's concrete talons is a swastika.

Adolph Hitler salutes a rhythmically chanting crowd.

The deep baritone voice of an ANNOUNCER, scratchy but
unmistakably GERMAN, BOOMS through the room.  The dark
absurdity of the moment plays over Ellie's face; helpless:

					ELLIE
		Anybody know German?

Kent tilts his head, closes his eyes.

					KENT
		The Fuhrer... welcomes the world to
		the German Fatherland... for the
		opening of the 1936 Olympic Games.

Hitler's face fills the screen.  The crowd roars its
approval.

									 CUT TO:

TELEVISED RIOT

in Berlin.  Police with hoses try to keep a mob of
skinheads under control.

					GERMAN ANNOUNCER (V.O.)
			   (in German)
		... the signal from the American
		observatory depicting Adolph Hitler
		has brought about chaos in the
		streets of Berlin, where hundreds of
		neo-Nazis gathered to swear eternal
		fealty...

Slowly WIDEN to reveal a monitor wall.

A kaleidoscopic display of global news coverage of the
event.  Demonstrations in a dozen cities, commentary from
pundits, Aryan leaders and Auschwitz survivors.  A single
figure sits before the monitors, taking in the cacophony.

INT.  VLA CORRIDOR - DAY

A huddle of figures sweeps down a dark corridor, charged
with power and purpose.

					FEMALE VOICE (O.S.)
		Forty million people die defeating
		that sonofabitch and he becomes our
		first ambassador to another
		civilization?  It makes me sick.

					DRUMLIN (O.S.)
		With all due respect, the Hitler
		broadcast from the '36 Olympics was
		the first television transmission of
		any power that went into space.
		That they recorded it and sent it
		back is simply a way of saying
		'Hello, we heard you --'

					KITZ (O.S.)
		-- Or 'you're our kind of people --'

					DRUMLIN (O.S.)
		-- It's extremely unlikely that they
		had any idea what they were looking
		at.

					FEMALE VOICE (O.S.)
		I can't believe that everything on
		TV is automatically broadcast all
		over the universe.  'Hard Copy'...
		Rickie Lake'...
			   (paling)
		Oh God, the '60 Minutes' interview.

The huddle bursts through a door and out into the dazzling
New Mexico morning, revealing the PRESIDENT and her
entourage:  Drumlin, Kitz, Secret Service, and fighting to
keep up, Ellie.

A sea of press awaits them as they move toward the podium,
which has been set up with the 31 enormous radio antennas
in the b.g.  As the CHIEF OF STAFF takes the podium Ellie
looks over her note cards, then nervously out at the
crowd.

					CHIEF OF STAFF
		Ladies and gentlemen, the President
		of the United States.

President Helen Lasker addresses the crowd.  She's an
American version of Margaret Thatcher.

					PRESIDENT LASKER (FEMALE VOICE)
		My fellow Americans, citizens of the
		world, ladies and gentlemen of the
		press.  At 7:09 A.M. Eastern
		Standard Time yesterday morning,
		American scientists detected a radio
		signal from space.  This message was
		largely mathematical, and in spite
		of some of the headlines I've seen
		today, so far seems to be completely
		benign in nature.  To better explain
		the extraordinary events of the last
		24 hours, I'm turning you over to...
		Doctor David Drumlin.

Ellie looks up in surprise.  Drumlin doesn't miss a beat
as he strides to the podium.

					DRUMLIN
		Good morning.  In 1936 a very faint
		television signal transmitted the
		opening ceremonies of the Olympic
		games as a show of German superior
		technology.  That signal left Earth
		at the speed of light and twenty-six
		years later arrived on Vega, which
		they then sent back to us hugely
		amplified.  As evidence of
		intelligence this is indisputable --

As Drumlin continues we see Fisher ease onto the dais from
behind, approach Ellie and surreptitiously hand her a
note.

					DRUMLIN
		Whoever or whatever they are,
		they're clearly move advanced than
		we...

Ellie reads it, looks up at Fisher in surprise -- then
quietly slips away.  A murmur among the press as they
notice; the President and then Drumlin as well --

					DRUMLIN
		... maybe only decades or centuries,
		maybe much further along than
		that...

INT.  VLA CONTROL ROOM - DAY

Ellie hurries into the control room -- then stops dead.

POV - MAIN MONITOR

The incredibly complex geometric pattern we see flashing
on the screen will be referred to as hieroglyphics -- but
they are like no hieroglyphics ever seen before;
chillingly otherworldly, they are the first visual
artifact of an alien civilization.  The scientists stand
stunned and silent.

BACK TO SCENE

					ELLIE
		What...

					LUNACHARSKY
			   (softly)
		In ancient times when parchment was
		in short supply people would write
		over old writing... it was called a
		palimpsest.

					ELLIE
		A third layer.

A phalanx of officials led by Drumlin, Kitz and the
President hurry in... and also stop at the sight of the
hieroglyphs.

					PRESIDENT LASKER
		Oh my God...

					KITZ
		What is it?

					ELLIE
		I think we just hit the cosmic
		jackpot.

					KENT
		It's incredibly rich.  We've been
		cataloging it in frames or 'pages';
		right now we're on 10,413.

					PRESIDENT LASKER
		What does it say?

					ELLIE
		It could be anything.  The first
		volume of some Encyclopedia
		Galactica...

					KITZ
		... instructions to acquaint us with
		their colonization procedures.

					KENT
		Moses with a few billion new
		commandments...

					KITZ
		Ms. President, in the interest of
		national security, I strongly
		recommend we militarize this project
		immediately --

					ELLIE
		Pardon me, but you can't do -- !

					KITZ
		If at some later date the message
		proves harmless, we can discuss
		sharing it with the rest of the
		world, but until then --

					ELLIE
		That's terrific, but there's one
		problem:  we don't have the means to
		receive all the data on our own.

					PRESIDENT LASKER
		Is that true?

					DRUMLIN
		The only way would be if we had a
		radio telescope in orbit.

					PRESIDENT LASKER
		We don't?  Why don't we?

					ELLIE
		Because you cut it from the budget
		three years running.

					PRESIDENT LASKER
		How soon will you be able to decode
		it?

					LUNACHARSKY
		There's no way of knowing.  Without
		a key -- a primer, to help us, maybe
		never.

					ELLIE
		Maybe it'll be at the end of the
		data when the message recycles.

					PRESIDENT LASKER
		Well.  That would seem to decide it.
		Like it or not, for the moment,
		anyway, it looks like we're all in
		this together.

					KITZ
		But --

					PRESIDENT LASKER
		That's it, Mike.  Last time I
		checked, I was still running the
		country.  Although it seems that for
		the moment, Dr. Arroway is running
		the planet.

The President looks up at the screen and involuntarily
shivers.

					PRESIDENT LASKER
		Let's get out of here.

									 CUT TO:

MONITOR WALL (LOCATION UNKNOWN) - DAY

More global news coverage, private surveillance camera
feeds; also some disturbing pornographic images.

On one monitor, a moment from the President's VLA press
conference plays over and over -- the moment when Drumlin
stepped up to the podium in front of Ellie.  A gnarled
hand pushes a button on a console and the image enlarges
-- we see Ellie's expression of shock and hurt, over and
over.  Over and over.

On the next monitor over is live CNN coverage of the scene
outside the VLA -- we begin to PUSH IN ON it --

					WOLF BLITZER (V.O.)
		... There had been speculation on
		the part of psychologists that the
		proliferation of depictions of
		aliens in movies and on television
		in recent years might make for an
		almost blase acceptance of the news.

								    MATCH CUT TO:

EXT.  DESERT (NEW MEXICO) - DAY

The road leading to the VLA is jammed with vehicles, RVs,
vans, busses, as far as the eye can see.  More people walk
on the side of the road.

					WOLF BLITZER (V.O.)
		But the truth is, it turns out, is
		far stranger than anything Hollywood
		might have dreamed up -- and here,
		today, the prospect of
		extraterrestrial intelligence if no
		longer science fiction -- it's the
		best show in town.

The VIEW CLIMBS, REVEALING campfires, BBQs, tents of all
shapes and sizes littering the plains surrounding the
telescope array.  Signs and banners reading "Watch the
Skies" and "There are Aliens Among Us."  Woodstock 1998.

					VOICE (O.S.)
		... I know you're angry -- we're all
		angry.  About the lies.  The
		corruption.  About the cancer of
		despair spreading through every
		aspect of our lives.  But Rome will
		fall, my friends; everywhere now are
		the signs of closure.  Even now the
		end begins.

EXT.  VLA ENTRANCE - CONTINUOUS ACTION

Various preachers and new age gurus speak to gatherings
all along the new cyclone fence surrounding the VLA.  We
become aware of a crowd concentrated around a young man
speaking on a small stage:  JOSEPH.  He has the appeal of
a rock star, albeit a compelling well-spoken one.  His
AMPLIFIED VOICE RINGS OUT:

					JOSEPH
		The millennium is upon us.  God has
		fulfilled his promise, sending us
		this herald to warn the faithless --
		the scientists who tell us He
		doesn't even exist -- and to promise
		us, the faithful, we will be saved.

Beyond Joseph we can see through the shiny new cyclone
fence to the VLA building, now surrounded by tents and
temporary structures.

					JOSEPH (O.S.)
		I don't know what this voice from
		the sky says -- but I do know that
		if history has taught us anything,
		it's that the politicians and the
		scientists are lying to us, right
		now, for their own good!  Are these
		the kind of people you want talking
		to your God for you -- ?

INT.  VLA CONTROL ROOM - DAY

Outside, the panorama window searchlights fan, CROWDS
CHANT frightening rhythms.  Inside, the numbing, never-
ending pulses of the signal and scrolling numbers.

The former lounge/cafeteria has been turned into
decryption central:  dozens of personal workstations,
populated with Silicon Valley's finest assortment of
techno-wizards, crashed out on cots in a 'round-the-clock
effort to break the code.

Ellie sips her coffee as she walks briskly through the
chaos; Drumlin matches her stride for stride.

					DRUMLIN
		... Arrangements also have to be
		made for the V.I.P.s coming in,
		mostly religious leaders...

					ELLIE
		What?  Why?

					DRUMLIN
		The theological ramifications of all
		this are obvious; the President
		feels we need to include religious
		interests rather than alienate them.
		She's also named Palmer Joss as
		their liaison; he's requested a
		meeting with you.

					ELLIE
		With me.

					DRUMLIN
		Apparently he's genuinely interested
		in science.  This could be a chance
		to win him over.

					ELLIE
		I'm going to convert Mr. Science-is-
		the-root-of-all-evil?  This is
		absurd, David.  We have work to do
		here, I don't have time to play
		babysitter to the God Squad.

					DRUMLIN
			   (low and dangerous)
		Ellie --

Ellie looks at him in surprise as he grabs her by the
elbow.

					DRUMLIN
		I want you to listen to me,
		carefully.  The minute the
		implications of this message became
		clear, this stopped being simply a
		scientific matter and became a
		political one -- an extremely
		complex, extremely volatile one.
		There are forces at work here you
		don't understand; I can help you up
		to a point, but only up to a point.

					ELLIE
			   (in innocent wonder)
		Are you threatening me?

					DRUMLIN
		It's not a threat, Ellie, it's a
		fact -- if you're not careful, you
		may find yourself out in the cold
		very quickly.  Play ball.  Really.
		It's good advice.

Ellie stops as she notices through the windows,
Lunacharsky stepping out of the decryption area.  He's
looking right at her.

					ELLIE
		Excuse me.

ANGLE

As Ellie approaches Lunacharsky, something in his eyes
tells her there's more to his weary look than just
fatigue.

					ELLIE
		What?

					LUNACHARSKY
		We've repeated.  A few minutes ago
		the message cycled back to page one.

					ELLIE
		And?

					LUNACHARSKY
		No primer.

					ELLIE
			   (incredulous)
		How can that be?

					LUNACHARSKY
		I don't know.  Maybe there is a
		fourth layer in there somewhere, but
		if there is, I sure as hell can't
		find it.

Ellie stares at him -- turns to look at Drumlin -- then
walks out of the room.

INT.  ELLIE'S ROOM - NIGHT

Bleary-eyed, three days with no sleep, Ellie sits at her
terminal, staring at the hieroglyphics, more impenetrable
then ever.  In the corner, the TV DRONES.

					BERNIE SHAW (V.O.)
		... And with church attendance at
		record highs, a coalition of
		religious leaders are using their
		increased political capital to
		challenge the very legality of radio
		astronomy itself, claiming the
		message and its contents subvert the
		moral climate of their
		constituencies.  More after this...

A CNN special report logo -- "The Message," dazzlingly
vulgar with its own graphics and there.

A COMMERCIAL CONTINUES in the b.g.:

					COMMERCIAL ANNOUNCER (V.O.)
		In the air, under the sea, in the
		depths of D.N.A. itself, Hadden
		Industries is at the frontier...

Ellie, chin on forearms, stares at her screen, willing
herself to find a pattern.

Suddenly she blinks -- something is changing.  A dot
appears in the middle of the screen.  It begins to grow,
revealing a complex fractal shape.  It splits, enlarges,
splits again, the shapes finally revealing themselves
as... English letters.  Which read:

"TAKE ME TO YOUR LEADER"

Ellie stares --

					ELLIE
		Someone's broken into the system,
		someone's compromised the
		fucking -- !

She quickly type in:  "Who are you?"

The fractals reform"  "I'VE GOT A SECRET."

Ellie types again:  "WHO ARE YOU?"

The fractals reform:  "YOUR PLACE OR MINE?"

Ellie stares -- more fractals form as she grabs a pen and
paper --

EXT.  VLA - NIGHT

National Guardsmen have established a perimeter around the
compound; soldiers are posted on the main road as well.
As Ellie ROARS through the gate in her 1967 T-BIRD, our
VIEW RISES:  the new Woodstock nation is, for the moment,
asleep.

EXT.  HIGHWAY (NEW MEXICO) - NIGHT

Ellie's tense face lit by the dash.  She picks up a piece
of paper with scribbled directions on it.  Turns onto a
dirt road.

EXT.  HIGHWAY (NEW MEXICO) - LOW ANGLE POV - NIGHT

of Ellie's CAR ROARING by SWINGS to reveal a jackrabbit
sitting at the side of the road, its nose twitching.

EXT.  DESERT - NIGHT

Ellie's car approaches a small, private airstrip; a black,
unmarked helicopter is waiting.

HIGH ABOVE UTAH - DAWN

The strange rock formations of southeastern Utah almost
resemble another planet.

EXT.  LARGER AIRSTRIP (UTAH)

As the helicopter sets down, we see two Lear jets and
another Helicopter... service vehicles for the enormous
Russian transport plane that sits beyond them.

A dark-suited Japanese MAJOR DOMO helps Ellie out of the
helicopter.

					MAJOR DOMO
		You should be flattered.  He hardly
		lands for anyone.

INT.  TRANSPORT PLANE

The Major Domo leads Ellie down a corridor of the plane's
custom interior.  Through one door we can see into a room
where several very beautiful, very young women sit
watching TV with vacant eyes.  Ellie only catches a
glimpse before the Major Domo nods for her to enter the
main room and takes his post outside.

Ellie cautiously enters the interior of what appears to be
a flying Dascha; dark, heavy on the chintz.  Bookshelves,
an exercise machine... and a wall of monitors, filled top
to bottom with scrolling hieroglyphics.  Ellie reaches out
to them --

					HADDEN (O.S.)
		Dr. Arroway, I presume.

Ellie turns to see S.R. HADDEN.  Thick glasses, wearing a
cardigan, he stands by a silver samovar.

					ELLIE
		S.R. Hadden...
			   (beat)
		You compromised our security codes.

					HADDEN
		Once upon a time I was a hell of an
		engineer.  Please, sit, Doctor.  I
		have guests so rarely, it's
		important to me they feel welcome in
		my home.
			   (turns to the
			    samovar)
		Did you know this was once Yeltsin's
		flying dascha?  That dent is where
		he threw a bottle of vodka at the
		pilot.  At least that's what the
		people who sold me the plane said...

As he speaks, he slowly and with great effort raises a
glass to the samovar, fills it with tea.

					ELLIE
		You live here.

					HADDEN
		I find it convenient to keep my
		interests... mobile.  Anyway, I've
		had my fill of life on the ground.
		After spending much of this century
		pursuing the evils and pleasures the
		world has to offer -- after
		outliving three wives and two
		children...
			   (a bare flicker of
			    emotion)
		I find I've had quite enough of
		planet Earth.

					ELLIE
		Why am I here, Mr. Hadden?

					HADDEN
			   (smiles)
		The infamous, unfashionable
		bluntness.
			   (turning)
		You're here so we can do business.
		I want to make a deal.

					ELLIE
		What kind of deal?

					HADDEN
		The powers that be have been quite
		busy lately, falling over each other
		to position themselves for the game
		of the century, if not the
		millennium.  Perhaps you've noticed.
			   (as Ellie reacts,
			    Hadden smiles)
		Perhaps I could help deal you back
		in.

					ELLIE
		I didn't realize I was out.

					HADDEN
		Oh, maybe not out -- but definitely
		looking for you coat.
			   (beat)
		I understand you've had some
		difficulty locating the -- what are
		you calling it?  The 'primer' that
		will make decryption possible...
			   (he turns to her,
			    simply)
		I've found it.

					ELLIE
		You've... found it.
			   (catching her breath)
		What could I possibly have that you
		would want, Mr. Hadden?

					HADDEN
		I've had a long time to make
		enemies, Dr. Arroway.  There are
		many governments, business
		interests, even religious leaders
		who would like to see me disappear.
		And I will grant them their wish
		soon enough... But before I do, I
		wish to make a small contribution --
		a final gesture of goodwill toward
		the people of this little planet
		who've given -- from whom I've taken
		so much.

					ELLIE
		If I knew you any better I'd say
		that doesn't sound like you.

					HADDEN
			   (a dazzling smile)
		That's my girl...
			   (then)
		Lights.

The lights dim.  The wall monitors take center stage.

					HADDEN
		Forgive the theatrics, it's a
		weakness.

Hadden pulls on a pair of gloves for an imaginary VR
keyboard.  He gestures for Ellie to sit beside him, facing
the monitors.  He begins to type as the monitors scroll
hieroglyphics --

					HADDEN
		Page after page of data -- over
		sixty-three thousand in all, if I'm
		not mistaken... and at the end of
		each...

					ELLIE
		A page-break signal.  A period.

					HADDEN
		Not if you think like a Vegan.

					ELLIE
		You're saying... there is no
		separate primer in the message --
		because it's on every page so the
		recipient can decipher it wherever
		he is --

					HADDEN
		-- even if he doesn't receive the
		entire transmission.  Heaven is the
		mustard seed.

Hadden ghost-types a series of commands.  The monitor wall
syncs into a giant vidscreen --

The hieroglyphics begin to enlarge.  An almost invisible
dot in the lower right corner of the screen -- the page-
break signal -- grows larger and larger, until it reveals
a level of complexity and detail greater than that of the
hieroglyphics themselves.

					ELLIE
			   (breathless)
		Holy shit...

These new symbols begin to mutate change... something is
happening, Hadden leans in to Ellie.

					HADDEN
		You'll like this part.  A little
		flashy...

ON SCREEN

The symbols metamorphose into strange, fractal shapes;
like crystals, they begin to grow and shift, interacting
in a stunningly beautiful and intricate ballet --

					ELLIE
		Some kind of circuitry...?

					HADDEN
		Very good, Doctor.  I've also
		detected structural elements, back
		references, a general movement from
		the simple to the complex -- all of
		which would seem to indicate
		instructions -- an enormously
		complicated set of instructions --
		for building something.

					ELLIE
		A machine.
			   (off Hadden's nod)
		But a machine that does what?

					HADDEN
			   (smiles)
		That would seem to be the question
		of the hour.
			   (turning to her)
		I want to build it, Doctor.  Of
		course I'm already lobbying through
		the usual channels of influence and
		corruption -- but as I said, my
		colorful past has made many of those
		channels... difficult to navigate.
		I need someone on the inside.

					ELLIE
		And in return?

					HADDEN
		In return... you get the primer --
		and with it the power to stay in the
		game.  Do we have a deal?

Ellie pulls herself away from the hypnotic display.

					ELLIE
		Mr. Hadden, I'm a scientist; I don't
		make deals... But.  If you wish to
		give me, in good faith, access to
		your information, I can assure you
		that I will exert all reasonable
		efforts to promote your cause
		wherever it doesn't conflict with
		the best interests of science... or
		my better judgment.

					HADDEN
			   (delighted)
		That's my girl.  Done.

Ellie turns to watch the screens as the fractals continue
to coalesce.  Dazzled --

								    CUT TO:

EXT.  CAMP DAVID - AERIAL SHOT - DAY

The snow-covered Presidential retreat in its forest
setting.

INT.  CAMP DAVID - BRIEFING ROOM - DAY

Charts display a decoded periodic table, the slice of
circuitry; monitors scroll through hundreds of decoded
pages.

					ELLIE
		... And while its function remains,
		for the moment, a mystery, my best
		guess is that it represents a
		transport of some kind.

					PRESIDENT LASKER
		A transport.  So are they coming or
		are we going?

					KITZ
			   (interrupting)
		The transport theory is only one
		hypothesis, Ms. President, and in my
		view a rather naive one.  It could
		just as easily be some kind of
		Trojan Horse.  We build it and out
		pours the entire Vegan army.

					CHAIRMAN OF JOINT CHIEFS
		Why even bother to risk personnel?
		Why not send some kind of doomsday
		machine?  Every time an emerging
		technological civilization announces
		itself by broadcasting radio waves
		into space they reply with a
		message.  The civilization builds it
		and blows itself up.  No
		expeditionary force needed.

					ELLIE
		Ms. President, this is communist
		paranoia right out of War of the
		Worlds.  There is no reason
		whatsoever to believe the ETIs
		intentions are hostile.  We pose no
		threat to them -- it would be like
		us going out of our way to destroy
		microbes on a beach in Africa.

					DRUMLIN
		Interesting analogy.  And how guilty
		would we feel if we happened to
		destroy some microbes on a beach in
		Africa?

					KITZ
			   (turning to Ellie)
		I hope you're right, Doctor.  But
		right now my job is to protect
		American lives from any plausible
		threat, and in that regard I have to
		assume the worst.

					RICHARD RANK
		From a non-secular perspective, I'm
		forced to agree.

All heads turn to RICHARD RANK, a surprisingly young and
well-spoken spokesman for the religious right.

					RANK
		My coalition's phone lines have been
		flooded with calls from concerned
		families, wondering if this message
		signifies the end of the world or
		the advent of the rapture.
			   (smiles)
		We feel that U.S. policy in this
		matter wants to be extremely
		conservative -- if there's any
		chance of danger or threat to our
		way of life perhaps the message and
		its contents should simply be
		disregarded.

					ELLIE
		This is absurd.

Drumlin shoots her a warning look; Rank ignores her.

					RANK
		The Bible states that God made man
		in His own image.  From everything
		I've been told it's highly unlikely
		the creatures who sent this message
		resemble human beings in any way,
		shape or form, ergo, they are not of
		God; and therefore by definition
		evil.  My constituents simply want
		to know what their government plans
		to do to protect them --

					ELLIE
		Ms. President, forgive me but I
		thought this was to be a serious
		discussion of policy and technical
		issues, not a war council against
		Satan's minions --

					PRESIDENT LASKER
		Mr. Rank's organization represents
		the point of view of tens of
		millions of families, Dr. Arroway.
		Feel free to disagree, but there
		won't be any suppressing of opinions
		here today.

					ELLIE
		Yes -- of course -- all I'm saying
		is, this message was written in the
		language of science -- mathematics
		-- and was clearly intended to be
		received by scientists.  If it had
		been religious in nature it should
		have taken the form of a burning
		bush, or a booming voice from the
		sky...

					JOSS (O.S.)
		But a voice from the sky is just
		what you say you've found.

Palmer Joss sits forward in his chair.

					JOSS
		I agree with Mr. Rank that there are
		unavoidable religious implications
		here -- but I don't think it
		justifies taking an alarmist
		position.  Dr. Arroway is right --
		their chosen means of communication
		was a scientific one, and a
		scientific approach is probably
		appropriate, at least until the
		theological dimensions of the
		problem become more apparent.

					ELLIE
		And where exactly does that put your
		position...?

					JOSS
		I'd have to say I don't know enough
		to have one yet.  For the moment I
		don't believe the two approaches
		have to be mutually exclusive.

Ellie looks at him, impressed in spite of herself.

					PRESIDENT LASKER
		What's the status of the decryption
		effort?

					ELLIE
		Well --

					DRUMLIN
		We're continuing around the clock,
		but the amount of data is enormous.
		It's difficult to tell when we'll
		find the key that will tell us the
		machine's purpose -- maybe tomorrow,
		maybe next year, maybe never.

					PRESIDENT LASKER
		I want to know the minute you find
		anything.

					DRUMLIN
		Of course, Ms. President.  We'll
		keep you fully informed.

That's the cue; most of the gathered begin to rise, make
their way to the door.  As Ellie collects her things
Drumlin accompanies her out -- then starts to shut the
door behind her --

					DRUMLIN
		The President wants to discuss a few
		matters in private.

As Ellie looks beyond she sees that Kitz, the Chairman of
the Joint Chiefs and Joss still remain.

					ELLIE
		But --

But it's too late.  The door closes on the inner circle.

INT.  NATIONAL SCIENCE MUSEUM - RECEPTION - NIGHT

Captains of industry, social editors, minority leaders.
At least for tonight, scientists are the hottest show in
town.

Ellie stands with a group of dignitaries, straining to
make small talk.  As she glances up a familiar face
catches her eye:  Peter Valerian.

He looks up, sees her too.  A beat... he whispers
something to the young woman he's standing with; she looks
up too.  They excuse themselves to Drumlin, make their way
over.

					PETER
		Ellie.

					ELLIE
		Peter.

Peter extends his hand.  They shake.

					PETER
		My wife Laura...

					ELLIE/LAURA
		Nice to meet you.

					PETER
			   (an awkward pause,
			    then)
		You look wonderful.

					ELLIE
		You dress up pretty good yourself.
			   (another awkward
			    silence)
		How's... the baby?

					LAURA
		Wonderful.  She's almost four now.

					ELLIE
		Really.  Well.  That's wonderful...
			   (a really horrible
			    silence)
		Well.  If you'll excuse me -- I'm
		paid to mingle... I don't believe I
		just said that.

Peter and Laura laugh.  Some of the tension is diffused.
Some.

					PETER
		It's good to see you, Ellie.

					ELLIE
		You too.

She manages a smile, quickly hurries away.

AT THE BAR

Ellie has never needed a drink more in her life.

					ELLIE
		Champagne please.

					JOSS (O.S.)
		Make that two.

Ellie turns to find Joss, looking terrific in his tux.

					JOSS
		Want to fight some more?

A long, extremely complex pause, then --

					ELLIE
		Yes.

INT.  ANOTHER PART OF MUSEUM - NIGHT

Their voices and FOOTSTEPS ECHO as they walk past old
spacecraft.  They sip their champagne.

					JOSS
		... What I'm curious about are the
		wilderness years.  You're out there
		all alone, no money, mocked by the
		skeptics.  It must have taken
		tremendous faith.

					ELLIE
		I'd say logic more than faith.  The
		odds were on my side.

					JOSS
		And what would you have done if the
		odds had gone against you?

					ELLIE
		I guess I would've felt sorry for
		the universe.

					JOSS
		Spoken like a true believer.

					ELLIE
		What about you?  Doesn't all of this
		shake your faith at all?

					JOSS
		How do you mean?

					ELLIE
		Well it's been a while, but I don't
		recall the Bible saying too much
		about alien civilizations.

					JOSS
			   (thinks, then)
		'My father's house has many
		mansions.'

					ELLIE
		Very smooth.  It's Palmer, right?
		Where I came from a palmer was a
		person who cheated at cards.
			   (as Joss laughs)
		Really though... the Bible describes
		a God who watches over one tiny
		world a few thousand years old.  I
		look out there and see a universe of
		hundreds of billions of galaxies,
		each with hundreds of billions of
		stars... I mean burn me for a
		heretic, but your God seems awfully
		small.

Joss looks at her -- challenged, intrigued.  Slowly:

					JOSS
		Who was it who said -- it was a
		scientist I think -- that one's
		sophistication is determined by the
		ability to tolerate paradox -- to
		hold contradictory ideas at the same
		time...

They approach a circular brass railing surrounding a
circular mosaic below; at its center is a Foucault
pendulum; a basketball-sized iron sphere suspended from
the ceiling.  They lean on the railing.

					JOSS
		... which I suppose is as good a
		definition of faith as any.
			   (getting an idea;
			    smiles)
		Care to test yours?

He takes her champagne glass, sets it down on the floor
alongside his, then climbs under the rail.  At her
surprise --

					JOSS
		It's okay.  I'm a preacher.

He offers her his hand.  She takes it, climbs under the
railing.  Joss helps her down into the circular space
below.

					JOSS
		Your 'faith' tells you that the
		distance a pendulum swings from the
		vertical can never get bigger, only
		smaller.

					ELLIE
		That's not faith, it's physics.  The
		second law of thermodynamics.

Joss places his arms around the metal ball and walks it
over to the outer rim of the circle, right in front of
Ellie's nose.

					JOSS
		And you believe this law with all
		your heart and soul.

					ELLIE
		And mind, yes.  What are you --

					JOSS
		So if I let the pendulum go, when it
		swings back you wouldn't flinch.

Ellie pauses.  Then, almost curiously.

					ELLIE
		No.

Joss lets go.  We see the ball fall away and reach the
opposite railing.  As it slows and then reverses direction
it appears to approach much faster than we expected.

					JOSS
		Don't lean forward.  Not even a
		hair.

As it careens towards her, the ball grows alarmingly in
size.  We understand completely when the pendulum almost
reaches her and she instinctively moves.  But Ellie can't
believe it.

					ELLIE
		I flinched.

					JOSS
		Only a tiny bit.  Even the most
		devout believer is allowed a little
		doubt.

					ELLIE
		That's not doubt.  That's four
		hundred years of science fighting a
		billion years of instinct.
			   (studying him)
		I always wondered what you religious
		types did with your free time.

					JOSS
		Now you know.

EXT.  NATIONAL SCIENCE MUSEUM - NIGHT

Stars shine down as Ellie and Joss walk along the portico.
The party continues inside.  The mood is subdued,
intimate.

					JOSS
		... It's an old story.  I grew up in
		South Boston, more or less on the
		streets.  By the time I was thirteen
		I'd tried my first hit of heroin, by
		fifteen I'd stopped using but I was
		dealing full-time.  By the time I
		was nineteen I decided I didn't want
		to live any more, at least not in a
		world like that.  One day I got on a
		bus; I got as far as Ohio before my
		money ran out, and after that I just
		kept walking.  Didn't eat, didn't
		sleep... just walked.  I ended up
		collapsing in a wheat field.  There
		was a storm... I woke up...
			   (beat)
		And that's about as far as words'll
		go.

					ELLIE
		Can you try?

					JOSS
		I had... an experience.  Of
		belonging.  Of unconditional love.
		And for the first time in my life I
		wasn't terrified, and I wasn't
		alone.

					ELLIE
			   (delicately)
		And there's no chance you had this
		experience simply because some part
		of you needed to have it?

					JOSS
		Look, I'm a reasonable person, and
		reasonably intelligent.  But this
		experience went beyond both.  For
		the first time I had to consider the
		possibility that intellect, as
		wonderful as it is, is not the only
		way of comprehending the universe.
		That it was too small and inadequate
		a tool to deal with what it was
		faced with.

					ELLIE
			   (a beat, then
			    softly)
		You may not believe this... but
		there's a part of me that wants more
		than anything to believe in your
		God.  To believe that we're all here
		for a purpose, that all this...
		means something.  But it's because
		that part of me wants it so badly
		that I'm so stubborn about making
		sure it isn't just self-delusion.
		Of course I want to know God if
		there is one... but it has to be
		real.  Unless I have proof how can I
		be sure?

					JOSS
		Do you love your parents?

					ELLIE
			   (startled)
		I never knew my mother.  My father
		died when I was nine.

					JOSS
		Did you love him?

					ELLIE
			   (softly)
		Yes.  Very much.

					JOSS
		Prove it.

Ellie stops and looks at him, truly disarmed.

And then, inside, a COMMOTION is heard.

INT.  NATIONAL SCIENCE MUSEUM - NIGHT

The party is suddenly and dramatically breaking up;
Senators on cell-phones, getting their coats.  Something
has happened.  Ellie finds Drumlin in the chaos, also on a
cell-phone; he hangs up as she approaches.

					ELLIE
		What is it?  What's happened?

					DRUMLIN
		We've cracked it.  Lunacharsky found
		it.

					ELLIE
		You mean --

					DRUMLIN
		You were right, Ellie.  You were
		right all along.

As Ellie stares at him --

								    CUT TO:

EXT.  U.N. PLAZA - DAY

Media, onlookers, crowd control -- and delegates from over
100 countries swarm as the World Machine Consortium is
called to session.  TV lights and demonstrations.  Huge
banners read "DON'T BUILD SATAN'S CHARIOT!" and "WHO WILL
SPEAK FOR EARTH?"

INT.  U.N. GENERAL ASSEMBLY HALL

Full house.  From various HEADSETS and MONITORS we hear
the POLYPHONY of a hundred simultaneous TRANSLATIONS.  On
a large screen behind the SECRETARY GENERAL'S podium and
on monitors all over the darkened room we see a single,
striking image:  A human figure inside a rotating
dodecahedron.

					SECRETARY GENERAL
		A human has been summoned.

In the darkened hall we FIND the U.S. delegation:  Kitz,
Joss, Drumlin -- and Ellie.  We begin to PUSH IN ON her --

					SECRETARY GENERAL
		Who will that person be?  How will
		this ambassador be chosen?

We see it in her eyes -- she wants to go, more than
anything.

INT.  U.N. - LATER

An INDIAN DELEGATE concludes her remarks.  In the audience
Ellie, deep in thought, isn't paying attention.

					INDIAN DELEGATE
		... of course none of us would be
		here if it weren't for the scientist
		who first discovered the history-
		making message and who has led this
		effort from the very beginning --
		Dr. Eleanor Arroway --

ELLIE

looks up in surprise.  The applause grows, becoming
deafening.  People motion for her to stand.  Dazed, she
does so.  The ovation continues.  Ellie leans over to
speak into her mike.

					ELLIE
		Um... thanks... Thanks very much.
		I'm not sure what I did to earn that
		response; I just happened to pick up
		the phone when they called.

A big laugh, more applause.  Ellie squints into the
lights.

EXT.  U.N. PLAZA - DUSK

Floodlights illuminate the building; if anything, there
are now more onlookers and media.  The woman BBC Reporter
and her camera crew try to shoot their report amid the
noise and chaos.

					BBC REPORTER
		... and as the curtain falls on the
		first day of the symposium the
		question remains:  who will build
		this machine, if it indeed will be
		built -- and if it is, who will be
		selected as the Earth's first
		ambassador to another world.  This
		is Marjorie Blake, B.B.C.3, at the
		U.N.

She holds --

					VOICE (O.S.)
		We're clear.

And the Reporter instantly sags.

INT.  U.N. LOBBY - SAME TIME

The event is breaking up; people making their way out.
Ellie waits for Drumlin to come out; goes after him --

					ELLIE
		David --

					DRUMLIN
		Ellie.

					ELLIE
		Do you have a minute -- ?

					DRUMLIN
		Actually I'm running late --

					ELLIE
		It'll just take a moment.

Drumlin reluctantly stops; Ellie takes a deep breath.

					ELLIE
		David... I know we've had our
		differences... but I've always
		thought of you as a fair man, even
		when we've disagreed -- and It's in
		that light I'm hoping you'll
		consider my request...

					DRUMLIN
		I don't understand.

					ELLIE
		I'm asking for your help, David.  I
		want to go.
			   (quickly)
		They'll need someone relatively
		young, unattached -- and probably a
		scientist.  As the President's
		Science Advisor you have enormous
		weight... I'm asking if you'll
		support my candidacy.

					DRUMLIN
			   (slowly)
		Ellie... you should know that I'm no
		longer the President's Science
		Advisor.

					ELLIE
		What?

					DRUMLIN
		As of three o'clock this afternoon.
		I submitted my resignation.

Ellie's eyes open wide as the depth of his betrayal dawns.

					ELLIE
		You...

					DRUMLIN
			   (hesitates, then)
		Excuse me, I'm late for a meeting.

He turns and walks away, leaving Ellie to stare after him.

					PRESIDENT LASKER (V.O.)
		... And as our parents did a
		generation before us...

INT.  U.N. GENERAL ASSEMBLY HALL

Packed to the rafters.  President Lasker makes the speech
of her lifetime, her booming, amplified voice going out to
the world.

					PRESIDENT LASKER
		... I believe we should dedicate
		ourselves, by the end of this decade
		-- to build this machine that our
		brothers from across the vastness of
		time and space have asked us to
		build -- !

In the darkened hall the American delegation sits
watching.  PUSH IN ON Ellie.  Drumlin.  The crowd roars.

THREE APACHE HELICOPTERS

fly low over the endless Texas landscape, blue-gray in the
light of pre-dawn.  Below a convoy of military vehicles
moves down an empty road.

					PRESIDENT LASKER (V.O.)
		To meet with courage and
		determination the challenges of this
		new day -- !

The CROWD ROARS LOUDER in VOICE OVER.

MOVING WITH the convoy...

AFS Berets sit stone-faced, barely visible.  UP ahead the
twinkling lights of an installation becomes visible.

The convoy passes through a security gate in the first
perimeter.  AFS officers check I.D. and cargo.  As the
convoy continues our VIEW begins to RISE, REVEALING three
more checkpoints beyond --

					PRESIDENT LASKER (V.O.)
		To greet with hope the dawn of this
		new Century!

Out VIEW continues to CLIMB, REVEALING an immense sprawl
of lights and buildings.  Concentric electric fences
surround the rambling facility; new roads are still being
added to old ones.  Encircling the installation is a vast
graveyard of discarded aircraft -- the detritus of
Twentieth Century war-making.  And in the center of it all
lies an enormous open area, its very emptiness full of
danger and promise.  Orange surveying FLAGS RUFFLE in the
BREEZE.

					PRESIDENT LASKER (V.O.)
		And to raise our voices to the
		heavens as one world, one people, in
		one ringing, defiant declaration --
		bring on the millennium!

The ROAR of the CROWD is deafening.

The sun begins to rise over the new Los Alamos.

								    HARD CUT TO:

INT.  OBSERVATION FACILITY (MACHINE, TEXAS) - DAY

An enormous multi-tiered room bustling with activity.  The
main floor consists of tables devoted to various
constituents of the international selection committee;
each area devoted to a different discipline:  medical,
psychological, philosophical, religious,
diplomatic/political, and military/communications.

The room is dominated by ten enormous overhead
viewscreens, each monitoring the activity of one of the
ten machine candidates while also displaying telemetry
readouts of their vital signs.  One candidate is
undergoing a psychological evaluation, another is visible
via infrared camera in a sensory deprivation tank; another
on a treadmill, another sleeping (EEG displayed); we also
catch brief glimpses of Ellie and Drumlin.  All are
watched with great interest by the committee members
swarming on the floor.

A level above the floor and looking out over it THROUGH
large floor to ceiling windows is the pool media area; a
group of REPORTERS and camera crews allowed limited
access, with blue-badged MACHINE SECURITY carefully
monitoring their every word.  As we MOVE THROUGH the
maelstrom we COME ACROSS a familiar face...

					REPORTER
		I'm here with Peter Valerian,
		recently named David Drumlin's
		replacement as Science Advisor to
		the President.  Doctor, there were
		loud complaints from the
		international community last week
		when it was announced that three of
		the ten candidates -- were to be
		Americans.  How do you defend that
		decision?

					PETER
			   (a bit nervous)
		I believe the response was somewhat
		disingenuous; when it was determined
		that national interests would be
		represented on a pay for play basis
		it was understood that the U.S., by
		shouldering close to one third of
		the financial burden, would be
		entitled to commensurate
		representation.

INSERT - TV MONITOR

					REPORTER (V.O.)
		You've addressed the political side
		of the coin but what about the
		larger issues?  On what basis do you
		choose a human being to represent
		humanity?

We begin to WIDEN REVEALING our location in the back of a
news van, crammed with broadcasting equipment.  An
engineer monitors the signal.

					PETER (V.O.)
		It's a good question.  Who do you
		send?  An athlete?  A religious
		leader?  A philosopher?  A soldier?
		If you don't know what the Olympic
		event will be, you send a decathlon
		champion --

					REPORTER (V.O.)
		And if the event turns out to be
		chess?

					PETER (V.O.)
		Yes... well, ultimately it was
		decided that the representative
		should be somebody fluent in the
		language the message was sent in --
		science.  If you'll excuse me --   

We have continued to WIDEN, finally PULLING OUT the back
of the van and CRANING UP to reveal --

EXT.  MEDIA CITY (MACHINE, TEXAS) - DAY

A vast encampment of vans, tents, reporters and satellite
dishes; print and video journalists from every nation.

Competing twenty-foot high skyboxes from various networks
overlook the action.  Our VIEW continues to CLIMB until
finally in the distance, wavy and hard to make out THROUGH
the LONG LENS, we can see a structure beginning to rise.
Our first glimpse of the machine.

					CNN REPORTER
		... and if you look closely you can
		just see the superstructure
		beginning to take shape.
		Construction on this trillion dollar
		plus effort has been complicated by
		the nearly unprecedented scale...

INT.  OVAL OFFICE - CONTINUOUS ACTION - DAY

President Lasker leans back, watching the same wavy image
on the television.  Also visible are a number of closed-
circuit monitors showing candidates.  Kitz standing behind
her, also watching.

								    CUT TO:

EXT.  MACHINE, TEXAS - SERIES OF SHOTS - DAWN

Bulldozers break earth as the human-designed support
structure continues to rise.

Trucks emerge from huge transport planes, carrying
enormous curved reflectors.

INT.  LAB (MACHINE, TEXAS)

Two robotic arms holding flasks of liquid are maneuvered
over a petri dish.  Scientists watch THROUGH the safe-
chamber window as a drop from each flask is carefully
placed in the dish.  Another robot arm takes the dish and
slides it under an electron microscope.

ELECTRON MICROSCOPE VIEW

Tiny crystals are forming in familiar, unearthly fractal
patterns.  Something is growing.

EXT.  MACHINE SITE - DAY

An enormous high-tech crucible has been erected; gantries
and support structures rise above it.

From behind a series of protective plastic veils we see
the same chemicals we saw in the lab again being carefully
mixed together, this time in much larger proportions.

WIDE SHOT - MACHINE SUPERSTRUCTURE - DAY

PULL BACK to reveal Ellie standing at the window of her
quarters, wearing a white jumpsuit.  She slowly folds her
street clothes as she looks out at the machine.

INT.  CENTRIFUGE ROOM - DAY

One by one the candidates are whipped around the
centrifuge, subjected to higher and higher G-forces.  A
hard-eyed NASA COMMANDER watches carefully, checks the
control panel.

INT.  OBSERVATION FACILITY - DAY

The two hundred members of the ISC watch each of the
candidates' reactions.  FEATURE Joss, studying the screens
intently --

For CAPTAIN JOHN RUSSELL, a classic chiseled Astronaut
type, this is as easy as breathing.

For Drumlin it's not quite that, but he takes it,
stoically.

A flaxen-haired male candidate -- the French semioticist
(JEAN-CLAUDE) -- looks like he's about to throw up.

Ellie seems to be enjoying her self tremendously.

INT.  CORRIDOR - DAY

Ellie, Drumlin and the eight other candidates, several
still a bit wobbly, follow the Commander down a corridor.
Jean-Claude wipes his face with a towel as he sounds off.

					JEAN-CLAUDE
		You realize how absurd this is.
		There are no precedents here; all
		training models are useless.  Trying
		to turn us all into astronauts is a
		pathetic waste of time.

The Commander turns to him.

					COMMANDER
		You know what, sir?  You're right.
		We have no idea whatsoever what one
		of you may encounter.  That leaves
		us with two options:  we can sit
		around and do nothing and hope for
		the best, even if that includes a
		few things that feel a little silly.
		And if one of these 'silly'
		exercises ends up saving your life
		I'll have done my job.

Jean-Claude raises an amused eyebrow, smokes his Gauloise.

HUGE MULTI-TENTACLED BEING

flashes on the screen, followed immediately by another and
another -- a rapid series of images of creatures waving
grotesque stalked appendages, horrific and bizarre.

ANGLE ON ELLIE

sitting alone in a single chair, watching the images flash
on an enormous screen.  Hardened.

INT.  OBSERVATION FACILITY - CONTINUOUS ACTION - DAY

A panel of PSYCHOLOGISTS closely monitor Ellie's reaction
on the monitors.  A PROJECT OFFICIAL approaches, watches
the monitors as he sips from a Styrofoam cup.

					PROJECT OFFICIAL
		How long now?

					PSYCHOLOGIST
		Going on five hours.

					PROJECT OFFICIAL
		Ugly little suckers.

					PSYCHOLOGIST
		Yeah.  And those are only the ones
		that live on the human body.

We MOVE AWAY FROM them to find another figure, standing
silently watching the screens.  Joss.

INT.  CONFERENCE ROOM - SERIES OF DISSOLVES - DAY/NIGHT

as we CIRCLE the table, CONDENSING MONTHS of arguments and
discussions.  Trays of uneated food pile up, whiteboards
become colored with scribbled questions --

					NIGERIAN CANDIDATE
		... but even if somehow it has
		faster than light capacity it is
		still twenty-six years to get to
		Vega --

					ELLIE
		That's from the point of view of
		someone on Earth -- from the
		traveler's point of view it'll only
		seem like two years...

					RUSSELL
		... the fact is, nobody here knows
		what's gonna happen when one of us
		enters that thing.  We can guess all
		we want, but in the end... we just
		don't know...

INTERCUT WITH:

INT.  OBSERVATION FACILITY - SERIES OF DISSOLVES

The members of the philosophical committee watch, make
notes, argue passionately.  The discussion continue on
screen:

					DRUMLIN (V.O.)
			   (on screen)
		... Two years is still a hell of a
		long time -- and as far as we can
		tell there aren't any provisions in
		the machine design for storing food,
		water, even air...

					ELLIE
		... I can't believe they wouldn't
		take something as basic as our
		biological needs into account...

					RUSSIAN CANDIDATE
		Based on what evidence?  As far as
		we know all they know about us is
		what they've learned from watching
		three minutes of German
		television... even if they do not
		mean to do damage they may do so
		inadvertently.  Look at the impact
		they've had on the world by simply
		sending the message...

					ELLIE (V.O.)
			   (on screen)
		... we're not looking at this from
		their point of view.  It's the first
		time this has happened to us but
		it's highly unlikely that's true for
		them as well.  Chances are they've
		been doing this for thousands if not
		millions of years...

								    CUT TO:

SAME - REAL TIME

					DRUMLIN
		They knew our level of development.
		If, as you say, they've done this
		many times they'd be well aware of
		the implications.

					ELLIE
		Maybe they are.  Maybe this is all
		part of the package.  The building
		of the machine has demanded
		international cooperation on an
		unprecedented scale.  Maybe
		requiring us to come together in
		this way was, in effect, part of the
		plan.

					JEAN-CLAUDE
		Very well.  Assume this is true.
		Assume they have only the best of
		intentions.  Suppose they decide to
		just step in and solve all our
		problems for us.  You have no
		objection to them so flagrantly
		intervening in human affairs?

					ELLIE
		We've just lived through a century
		of incredible violence and self-
		destruction.  Do you call it
		'interventionist' when you stop a
		toddler from walking in front of a
		truck?

Before anyone can reply an out-of-breath ASSISTANT enters.

					ASSISTANT
		Sorry to bother you but they just
		got some tape in from Japan -- I
		think you're gonna want to see this.

INT.  MAIN TESTING HANGER (MACHINE, TEXAS) - DAY

The vast hanger serves as home for a series of new labs
and testing areas -- state of the art, gleaming and high-
tech.  Engineers, scientists, security, and technicians
wearing blue jumpsuits and security badges are everywhere.

					FEMALE P.A. VOICE (V.O.)
		Component test C-4-90 commencing in
		T-minus three minutes.  All
		personnel clear bay twelve; repeat,
		clear bay twelve --

We FIND Ellie.  Drumlin and the rest huddled around a
large monitor.  Also present is TEAM LEADER -- cool,
level-headed, solid.  The ultimate line producer.

					TEAM LEADER
		This just came in from systems
		integrations in Hokkaido.

He presses play.  The monitor shows a large, apparently
empty lucite chamber.  A clock showing tenths and
hundredths of a second is inset into the screen.

					TEAM LEADER
		The chamber contains an exotic
		substance manufactured according to
		message specifications.  In its
		normal state it appears as you see
		it, a transparent gas which is
		apparently breathable.  As you'll
		see, it also has some other...
		unusual properties.

A Japanese technician places his hand inside a waldo,
picks up a REVOLVER.  He aims it into the chamber,
FIRES --

-- as then we see the bullet slow, coming to a dead stop
in mid-air.  We see the same thing again, this time in
slow motion.  As we watch, the air in the chamber seems to
thicken around the bullet, changing from a gas to liquid,
from gel-like colloidal to diamond-hard solid in a tenth
of a second.

					TEAM LEADER
		The substance appears to have
		intelligent multiphasic properties;
		able to shift states at will.  We
		believe it may function as some sort
		of transport medium.

					DRUMLIN
		Now I know why the Japanese gave up
		having a candidate in exchange for
		licensing rights...

					ELLIE
		How does it work?

					TEAM LEADER
		We have no idea.  According to all
		known physical laws it shouldn't.

					ELLIE
			   (murmurs)
		Magic...

					TEAM LEADER
			   (looks at her, then)
		What you haven't seen is what
		occurred when a technician went into
		the chamber to retrieve the
		bullet... As I said, the substance
		had already been deemed breathable
		after extensive tests on laboratory
		animals.

					DRUMLIN
		What happened?

The Team Leader pushes play.  We see the action as he
describes it:

					TEAM LEADER
		There was apparently an aqueous
		residue covering part of the chamber
		floor.  The technician slips.  As he
		falls the substance hardens around
		him, breaking his fall...

We see the technician as his fall slows -- and then he
suddenly convulses -- and then stops, suspended at an odd
angle slightly above the ground.  He doesn't move.  Ellie,
Drumlin and the other candidates watch in horror.

					TEAM LEADER
		... and solidifying in his lungs and
		bloodstream, killing him instantly.

					ELLIE
			   (shaken)
		Maybe... maybe it was an anomalous
		reaction.  Maybe when it's correctly
		integrated with other components of
		the machine...

She looks again to the eerie sight of the suspended dead
technician.  Team Leader snaps off the monitor.

					TEAM LEADER
		Maybe.  Unfortunately that's all we
		have is maybes, increasing
		exponentially every day.  This
		machine is now building itself as
		much as we're building it.  Almost
		as if it's growing, evolving...

They all take this in... then instinctively look out the
hanger doors at the structure taking shape in the field
beyond, now rising to a height of twelve stories.  We PUSH
IN ON it...

					TEAM LEADER (O.S.)
		It's scary, folks.  We're like
		cavemen building a nuclear warhead.
		We are constructing the most
		advanced, dangerously powerful...
		whateveritis in the history of the
		planet and we don't have a fucking
		clue how we're doing it.

CLOSE ON WHITE TABLETOP

A very sleek, low profile helmet is set down; four tiny
lenses visible near the temples.

					PROJECT LEADER (V.O.)
		Personal recording unit.

INT.  CLEAN ROOM - DAY

Ellie, Drumlin sit around a table with other candidates.

					PROJECT LEADER
		Normal, infrared, ultraviolet,
		stereoscopic lenses, digital
		microchip good for thousands of
		hours of recording, state of the
		art, very tough, casting good to
		15,000 degrees plus or minus.

					DRUMLIN
		15,000 degrees... isn't that a
		little excessive?

					PROJECT LEADER
			   (hesitates)
		Well, sir... the thinking was...

A Project Official at the back of the room steps forward.

					PROJECT LEADER
		The thinking was that even if the
		passenger were to encounter
		conditions that were... extreme...
		there still might be a chance to
		retrieve the helmet.

INT.  OBSERVATION FACILITY

The members of the committee intently study the
candidate's reaction on the monitors; Drumlin, Ellie.
Captain Russell frowns.

EXT.  AMMUNITION RANGE - DAY

A hand holds a small, unassuming object.  It looks a
little like a car alarm beeper you'd find on a key chain.

					PROJECT LEADER
		Lightweight, easily concealable...

Project Leader points the DEVICE at a six-inch thick steel
target five hundred yards away.  FIRES.

The target is instantly and efficiently vaporized.
Project Leader turns to the assembled candidates.

					PROJECT LEADER
		... and good for approximately one
		thousand uses.

					ELLIE
		Does it dice and make julienne
		fries?

					PROJECT OFFICIAL
		You have a question, Dr. Arroway?

					ELLIE
		I question the thinking behind
		sending the first ambassador to
		another civilization in armed --
		basically announcing our intentions
		are hostile.

					PROJECT OFFICIAL
		It's designed purely as a defensive
		device.  Call it a reasonable
		precaution.

					ELLIE
		Call it xenophobic paranoia.  Don't
		you see the absolute absurdity of
		this?  This isn't about them, it's
		about us -- our violence, our fear
		and mistrust --

					PROJECT OFFICIAL
		Dr. Arroway, you are entitled to
		your opinion.  But we feel quite
		strongly that it would by both
		irresponsible and naive to send a
		human being into a completely
		unknown, completely uncontrollable
		situation absolutely defenseless.

					ELLIE
		Y'know what?  Fine.  I guess if we
		want them to know the truth about
		who we are there's no quicker way to
		show them.

INT.  ELLIE'S QUARTERS - PRE-DAWN

Ellie walks out of the bathroom in her robe, brushing her
teeth.  She sees an envelope slipped under the door.  She
picks it up and opens it, glances over the typed agenda.
Her eye comes to something that stops her.

INT.  SMALL BRIEFING ROOM

Dark, windowless, a single lamp on.  Ellie waits at a
small table, not sure what to expect.

After a moment the door opens as a PHYSICIAN enters, 50's,
paternal.

					PHYSICIAN
		Good morning, Dr. Arroway.

					ELLIE
		Good morning.

He sits down opposite her.  Looks her over for a moment...
then carefully removes a small pillbox from his jacket
pocket.  He opens it, removes a small red pill and sets it
down on the table.  Ellie looks up at him.

					PHYSICIAN
		We've been giving them to the
		astronauts since the first days of
		the Mercury program; of course it's
		never been made public.  It's fast
		and painless.  As soon as it hits
		the oral mucosa it starts to work --
		a matter of seconds, really.

INT.  MONITORING ROOM - DAY

Joss and the other members of the committee all study
Ellie's reaction intently on the monitor.  The same scene
is playing out simultaneously with the other nine
candidates on other monitors.

					ELLIE (V.O.)
			   (on monitor, dryly)
		You want me to travel all the way to
		Vega to commit suicide?

					PHYSICIAN (V.O.)
			   (on monitor)
		Doctor, despite your enduring faith
		that the civilization in question
		has only our best interests at
		heart, even you have to admit
		there's a possibility they might
		turn out to be... less than benign.

BACK TO ROOM

					PHYSICIAN
		And even if they aren't, something
		else may go wrong.  There may be an
		unforeseen mechanical failure.  You
		may be marooned, unable to return.
		There are a thousand reasons we can
		think of for the occupant of the
		machine to have this with them --
		but mostly it's for the reasons we
		can't think of.

BACK TO MONITORS

Joss.  Watching.  We LEAVE him and onscreen Ellie and MOVE
TO Captain Russell's monitor.  He is also looking at the
pill --

EXT.  HOUSTON SUBURBAN HOME - BACK YARD - DAY

Scores of REPORTERS around a back yard swingset where
Russell holds his LITTLE GIRL.

					REPORTER
			   (mike in her face)
		Say it again?  What did you tell
		your daddy?

					RUSSELL'S LITTLE GIRL
		I don't want you to go.

					RUSSELL
		Nothing would give me more pride
		than to represent my country and my
		world.  But what do you say to that?

INT.  ELLIE'S QUARTERS - NIGHT

Ellie sits on her bed watching the replay of the Russell
interview on TV.  Studies the Little Girl's smiling face
as she hugs her dad.

EXT.  MACHINE - RESIDENTIAL AREA - DAY

Ellie pulls out in her T-Bird.  As she drives toward the
perimeter she sees a figure walking toward her.  Joss.  He
sticks out a thumb.

EXT.  TEXAS COUNTRYSIDE - DAY

Ellie tears down the highway, wind whipping her hair.
Joss is pushed back in his seat, enjoying himself
immensely.  He yells over the WIND'S ROAR:

					JOSS
		You like to drive fast.

Ellie nods.  Floors it.

EXT.  MOUNTAINS - DAY

A beautiful meadow, a trickling stream.  Ellie and Joss
walk.

					ELLIE
		So.  Is this kosher fraternizing
		with the enemy like this?

					JOSS
		Some of my best friends are
		scientists.

					ELLIE
		I was referring to the selectees
		mingling with the selectors.

					JOSS
			   (pausing)
		Some of my best friends are
		scientists.
			   (as Ellie smiles)
		They're saying the machine is alive.

					ELLIE
		Not exactly.  It has organic
		qualities, but we don't really
		understand how they're integrated
		with the mechanical systems.

					JOSS
		Maybe you're creating a monster.

					ELLIE
		I don't think so.

					JOSS
		Why?

					ELLIE
		It's too... elegant.  The degree of
		economy is extraordinary; it's
		really the next logical step... Even
		on Earth technology has always
		aspired to a condition of nature.
		D.N.A. outclasses any computer we
		can come up with; the human body is
		the most exquisitely designed
		machine imaginable.

					JOSS
		In other words, God is one hell of
		an engineer.

					ELLIE
			   (sideways smile)
		In other words.

They sit under a tree, pick at the grass.

					JOSS
		Relativity.  Explain this to me one
		more time... even if you traveled
		near the speed of light, when you
		came back --

					ELLIE
		If you came back.

					JOSS
			   (after a beat)
		If you came back... you'd only be
		four years older -- but over 50
		years would have passed on Earth.

					ELLIE
		Something like that.

					JOSS
		And everybody you care about would
		be dead and buried.

Ellie looks up at him.

					ELLIE
		If you came back.  If you survived
		at all.  Which it's pretty certain
		you wouldn't.

					JOSS
		You're willing to die for this.

					ELLIE
		It's what my whole life's been...
		aimed at; the only thing that's
		given it a sense of purpose.

She looks away.  A beat, then:

					ELLIE
		I read your book.

					JOSS
		Really.

					ELLIE
		Losing Faith:  The Search For
		Meaning In the Age of Reason.
		Catchy.

					JOSS
		What'd you think?

					ELLIE
		I'm more interested in the story
		behind the story... How a young man
		goes from living on the streets of
		South Boston to being the best-
		selling media figure rubbing elbows
		with the President.

					JOSS
			   (after a pause)
		I won't deny I was ambitious.  When
		I had my... experience... I wanted
		to tell my story to as many people
		as possible.  I'm the first to admit
		that process included making some
		compromises.
			   (still seems
			    troubled; then)
		You didn't answer my question.

					ELLIE
		I thought it was well-written.
		Heart-felt.  And a little bit
		naive... But that's just the enemy's
		perspective.

					JOSS
		I don't consider you the enemy,
		Ellie.  I'm not 'out to get'
		technology.  I only ask the
		question:  Does it have to have all
		the answers?  I look out there and I
		see so much emptiness... People are
		so starved for meaning, and it's
		something they just don't seem to be
		getting from science.

					ELLIE
		Did you ever stop to think that
		maybe that isn't science's fault,
		but meaning's?

					JOSS
		I don't follow.

					ELLIE
			   (quietly)
		Maybe the reason people are having
		trouble finding meaning isn't
		because science has obscured it...
		maybe it's just revealed it isn't
		there.

Now it's Joss' turn to be disarmed.  He looks at her;
softly:

					JOSS
		Do you really believe your life is
		meaningless?

					ELLIE
			   (looking away)
		I don't know.  But as a scientist I
		have to consider that possibility.

					JOSS
		And yet you're willing to die for
		this cause, the one thing that's
		given your life a sense of purpose.
		Don't you see the contradiction
		here -- ?

					ELLIE
		It's getting late...

					JOSS
		What are you so afraid of, Ellie?

					JOSS
		You're shaking.
			   (fascinated)
		You're the paradox here, Ellie.  So
		incredibly brilliant, and yet...
			   (softly)
		What does it feel like to understand
		everything in the universe except
		yourself?

She stares at him -- Joss, instantly regretting his
words --

					JOSS
		Ellie --

					ELLIE
		It's late.  We should go back.

She stands and starts walking briskly down the hill.

EXT.  MEDIA CITY - NIGHT

The skyboxes lit up, the satellite dishes aimed at the
stars.  Grips smoke, play cards.  Up in a skybox a
reporter vamps.

					REPORTER (V.O.)
		... With the machine nearing
		completion and final testing
		beginning next week, tomorrow's
		round of closed-door I.S.C.
		candidate interviews would bring to
		a close this long chapter of the
		machine drama...

INT.  MAIN AUDITORIUM (MACHINE, TEXAS) - DAY

Ellie is seated alone at a long table, opposite the entire
ISC.  The atmosphere is formal and tense.

					ELLIE
			   (reading from her
			    notes)
		... Another question I would ask
		would be a very simple one.  How did
		you do it?  How did you evolve as
		far as you have and not destroy
		yourselves?

					JOSS
		An excellent question, Doctor.  But
		what if we don't like the answer?

					ELLIE
		How do you mean?

					JOSS
		What if their answer is, 'Oh, that's
		easy.  A thousand years ago our
		world was in terrible shape, our
		population out of control, violent
		crime, no food... so we called a
		general council and decided to
		eliminate the anit-social.  The
		weak.  The sick.  The unwanted.  And
		ever since we've been doing great.'

					PROJECT OFFICIAL
		I think Reverend Joss raises an
		excellent point.  I believe we
		should discuss the formation of a
		panel to review any potentially
		delicate communications before... am
		I amusing you, Dr. Arroway?

Ellie is smiling grimly to herself, shaking her head.

					ELLIE
		You kill me, you really do.  The
		first truly global, a-political
		event in history and you can't wait
		to spin it.

					PROJECT OFFICIAL
		How would you propose we handle it,
		Doctor?

					ELLIE
		I guess I'd say I trust us enough to
		believe our response would be
		something to the effect of, thanks
		for the advice, but no thanks.  But
		to dilute or censor the truth, for
		whatever reason --

					PROJECT OFFICIAL
		Nobody is proposing we censor the
		truth here, Doctor.  We're simply
		talking about putting a mechanism in
		place --

					ELLIE
		For managing the truth.  But the
		truth won't be managed, sir.  It
		stops being the truth the moment you
		try.

OFF Joss --

SAME SCENE - LATER

Ellie is making her final, prepared remarks to the
committee.

					ELLIE
		I don't claim to be a perfect
		example of the human species... far
		from it.  But I think, paradoxically,
		that's my strength as a candidate.
		Because I think we need to share the
		truth of who we are with them -- our
		strengths --

Her eyes suddenly fall on Joss, looking at her from his
seat on the panel.  A timeless beat --

					ELLIE
		-- and our weaknesses.  To go to
		them openly, nakedly, and say these
		are our dreams, these are our fears.
		What I'm saying, ladies and
		gentlemen, is that I believe we
		should make this journey with
		honesty and integrity or not at all.

The words are spoken with passion and conviction, but
something tells us this isn't playing in Peoria.  Ellie
looks uncertain.

SAME SCENE - LATER

Drumlin in the chair.  Reassuring, smooth -- statesman-
like.

					DRUMLIN
		Ladies and gentlemen, I come to you
		today not only as a scientist, but
		as a politician -- an occupation
		for which I make no apologies.
		With all due respect to Doctor
		Arroway's talk of naked honesty and
		integrity -- high ideals, to be
		sure -- I believe it would be
		foolish and, in fact, dangerous to
		ignore the fact that what we are
		dealing with here is a political
		situation -- the most political of
		situations -- and one that must be
		examined in that context.

INT.  AIR FORCE ONE (40,000 FEET) - DAY

The President, watching Drumlin on closed circuit.  An
aide hands her a cup of coffee.  She sips it, her eyes
never leaving the screen.

					DRUMLIN (V.O.)
			   (on screen)
		The image we put forth, the
		impressions we give may determine
		precedent for decades if not
		millennia to come.

BACK TO AUDITORIUM - TIGHT ON DRUMLIN

					DRUMLIN
		We must be optimistic enough to hope
		for the best -- and wise and
		experienced enough to prepare for
		the worst.

A murmur of assent from the ISC.  Drumlin continues.

					DRUMLIN
		Ladies and gentlemen.  I'm proud of
		what we've achieved as a species and
		a civilization.  I would hate to see
		all that we stand for, all that
		we've fought for for a thousand
		generations, slighted, taken
		advantage of, or God forbid, done in
		by the fact that at the final hour
		we chose to send a representative
		who didn't put our best interests
		first.

EXT.  MACHINE, TEXAS - DUSK

Ellie walks out.  She stands looking at the machine in the
distance.  It is almost complete; the enormous gantries
partly obscuring the gigantic sphere that is the machine's
outer benzel.  Another figure stands nearby, smoking in
the shadows.

					JEAN-CLAUDE
		I am become death; the destroyer of
		worlds.
			   (takes a puff)
		I wonder if this is how Oppenheimer
		felt on the eve of the first A-bomb
		test.

Ellie steps closer.  The Frenchman smiles at Ellie, offers
her a cigarette.  She shakes her head.

					ELLIE
		I'd say this is slightly different.

					JEAN-CLAUDE
		Perhaps.  But on the off-chance that
		it is a 'doomsday device' of some
		kind, I plan to be very far away
		from your lovely Texas when it is
		activated.

					ELLIE
		I thought you were here because you
		want to go.

					JEAN-CLAUDE
		I do.  More than anything.  But I am
		also a realist.  Soon this... what
		is your charming term -- ?  Dog and
		pony show will finally be over, and
		I will go home.

					ELLIE
		You're implying that the whole
		selection process is a sham?

					JEAN-CLAUDE
			   (smiles)
		I think it is your naivete I like
		best about you, Eleanor.  Oh,
		there'll be a worldwide protest, but
		we all knew it from the very
		beginning.  You Americans discovered
		the signal, you led the decryption
		effort.  The machine is being built
		on your home soil... Of course the
		passenger will be an American,
		chosen by Americans.
			   (expansively)
		Anyway, it is what the whole world
		wants, no?  This is the big show.
		The sort you put on better than
		anyone.  It's good marketing.  It's
		good casting.  It's the American way.

EXT.  LANDING STRIP (MACHINE, TEXAS) - NIGHT

Air Force One sits on the tarmac.  The lights inside are
burning.

INT.  AIR FORCE ONE - NIGHT

President Lasker, Kitz, Joss and Valerian sit around a
table.

					KITZ
		It's not even close.  Arroway may be
		a good, even great scientist, but
		she's politically tone-deaf and a
		loose cannon.  She leaked the
		message without so much as a nod to
		the D.O.D. or N.S.C., and I don't
		think anybody here would say
		diplomacy's her strong suit.
		Drumlin may not be as glamorous a
		choice, but he's reliable,
		patriotic, sound.  He has impeccable
		scientific credentials.  And I think
		he'd be perceived by the public as
		the safer choice.

The President taps her cigarette, turns to Peter.

					PETER
		It's her discovery, Ms. President.
		She deserves to go.

The President frowns.  Turns to Joss.  Slowly.

					JOSS
		I've been watching and getting to
		know Eleanor Arroway for some time
		now... and I can say unequivocally,
		that I have never before met a human
		being with such extraordinary faith.
		In humanity... and in our right to a
		place of importance in the cosmos.

Peter watches Joss as he speaks, and as he listens, we
hear too:  There's more than simple admiration for Ellie
in Joss' voice.

					JOSS
		I believe that the person we're
		selecting will play a crucial role
		in humanity's future.  I believe
		that when this person comes back --
		if they come back -- they will be
		seen as being anointed by a higher
		intelligence, and may well emerge as
		one of the most important people on
		Earth.  It may be true that Eleanor
		Arroway is not a perfect human being
		-- but I believe her honesty, her
		purity, and her integrity to be
		unimpeachable.  Ms. President --
		aren't those qualities that this
		representative should embody?  Are
		we seriously considering choosing a
		man who openly claims that he stands
		for nothing more than political
		self-interest to be the one person
		to represent the human race?

The President.  Unreadable.

INT.  MAIN AUDITORIUM (MACHINE, TEXAS)

The SRO press conference/media event -- the Superbowl,
Olympics and Oscar night all rolled into one.  Government
officials, diplomats, ISC.  The seven remaining candidates
(the Frenchman conspicuously absent) sit in the front row.
Ellie.  Drumlin.

The SECRETARY GENERAL of the U.N. at the podium.

					SECRETARY GENERAL
		The International Selection
		Committee has come to a decision,
		ladies and gentlemen, and may I say,
		I think it has been a great
		oversight on the part of the Vegans
		not to build a few more seats on the
		boat...
			   (off polite laughter)
		But only one human being can go, and
		that person, the person we feel best
		represents the world, is the
		candidate from the United States of
		America, Doctor David Drumlin.

Drumlin closes his eyes in triumph, a long, deep breath.

Ellie.  Expressionless.

Joss.

								    CUT TO:

INT.  ELLIE'S ROOM - LATE AFTERNOON

Ellie is packing.  A discreet KNOCK at the door.  Drumlin
enters.  An awkward beat.  He notices the suitcase.

					DRUMLIN
		You aren't staying?

					ELLIE
		This... seemed best.

					DRUMLIN
		Right.  Well.

					ELLIE
			   (after a beat)
		Good luck, David.

Drumlin pauses.  Nods, starts to go... then stops at the
door.

					DRUMLIN
		Ellie... we both know that if I was
		any kind of a man, I never would've
		entered this race.  That I would
		have told the President straight
		out:  Helen, Eleanor Arroway is
		naive and strident and an enormous
		pain in the ass... but she's got
		more courage and intelligence than
		the rest of us put together.  That
		more then anyone else on the planet,
		she's earned this.  And that she
		should be the one to go because
		she's the best we have.
			   (beat)
		But that's not who I am.  I like to
		think it's who I might've been if
		things had gone a different way;
		that I might have been worthy,
		really worthy of what I've been
		given...
			   (shrugs)
		You do what you have to do.  And in
		the end, as with everything, it
		comes down to power.  And it isn't
		fair...

					ELLIE
			   (quietly)
		What would you have me say, David?

					DRUMLIN
		Nothing.  I guess I just wanted to
		thank you.

					ELLIE
		Thank you?

					DRUMLIN
			   (nods)
		For giving me a chance, just for a
		moment, to feel what it must be like
		to be you.

And he turns and goes, closing the door behind him.

								    CUT TO:

EXT.  SMALL TOWN (TEXAS) - DAWN

Local residents and children watch in awe as a huge convoy
of super-human scale passes through the one-street town.

EXT.  MACHINE SITE - DAY

The convoy heads through the gates and arrives at the
machine site.  Enormous winches are wheeled in place;
cables attached.

EXT.  RESIDENTIAL COMPLEX (MACHINE) - DAY

Ellie packs the last of her things in the back of her
T-Bird.  She notices the activity at the machine site,
keeps packing.

INT.  MACHINE CONTROL ROOM - DAY

Large windows, monitors look out on the machine
superstructure.  Drumlin is surrounded by technicians;
Team Leader is at the main console; several of the ex-
candidates chat, smoke in back.  Kent sucking on a
lollipop.

EXT.  HIGHWAY - DAY

Ellie ROARS down the deserted highway, her hair blowing.
She floors it.

EXT.  MACHINE SITE - SERIES OF SHOTS - DAY

The enormous erbium dowels are hoisted into place.

Positioned at the side of the outer benzel and aligned for
insertion.

Finally in place, an ALARM SOUNDS; all workers begin to
leave the area of the superstructure.

INT.  CONTROL ROOM - DAY

The technicians fit Drumlin with a high-tech video
headset.

EXT.  ROADSIDE BAR - DAY

Somewhere in West Texas.  Ellie pulls up in cloud a of
dust.

EXT.  MACHINE SITE - DAY

We see a technician in a hard-hat walking towards one of
the superstructure's elevators.  As he approaches, we
recognize Joseph, now clean-shaven, wearing spectacles.

INT.  ROADSIDE BAR - DAY

HANK WILLIAMS ON the JUKEBOX.  Ellie sits on a barstool.
The BARTENDER approaches, recognizes her -- she sees he
sees -- and then he nods, treats her like any other
customer.

					BARTENDER
		What can I get you, pretty lady?

					ELLIE
		Beer, please.

EXT.  MACHINE SITE - DAY

Joseph rides the elevator up the gantry.  Under his vest
we can see his body wrapped with plastic explosives.

EXT.  MEDIA CITY - DAY

Business as usual.  Reporters nap under flapping tents.

INT.  CONTROL ROOM - DAY

Everyone watches as the enormous dowel is positioned
beside a giant sphere of the machine and prepared for
insertion.  Then Team Leader spots something on one of the
monitors -- he enlarges the image -- Joseph climbing onto
one of the dowels.  Team Leader pushes the abort button.
ALARMS SOUND as the controllers panic -- Drumlin looks
around in confusion --

JOSEPH

stands next to the sphere, puts a hand out to touch it.  A
last look up to heaven -- and then he EXPLODES in a BALL
of FLAME --

INT.  CONTROL ROOM - DAY

Everyone freezes -- a timeless moment... and then, as the
smoke begins to clear, we see the damage to the machine is
minimal.  Drumlin exhales.  Everyone breathes a nervous
sigh of relief --

-- and then one of the MONITORS begins to RATTLE.

EXT.  MACHINE SITE - DAY

The entire SUPERSTRUCTURE begins to RUMBLE.  A giant
erbium dowel shudders downwards, crashing into the sphere
and ripping a hole in the machine.  The controllers stare
as another EXPLOSION rents the bottom of the machine,
weakening the support structure.  Gantries begin to
collapse around it as the giant sphere falls off its
support --

EXT.  MACHINE OUTER PERIMETER - DAY

Workers stare in amazement -- and then start running --

EXT.  MEDIA CITY - DAY

Reporters look up at the SOUNDS of DESTRUCTION --

EXT.  MACHINE SITE

The SPHERE IMPLODES in a blinding flash of light.  Time
and gravity seem suspended as debris gets sucked into an
eerily vacuole of nothingness -- as if for a moment, the
space around the machine is turning inside out -- and then
the VACUOLE EXPLODES in a unearthly FIREBALL of nuclear
proportions.

WIDE SHOT

The fireball begins to expand, the shockwave spreading out
to envelop the entire facility.  Bodies are tossed through
the air like rag dolls.  The blast wave approaches the
control tower --

INT.  CONTROL TOWER - DAY

The occupants stare in horror as the shock wave approaches
-- Team Leader -- Drumlin -- it hits --

INT.  ROADSIDE BAR - LATE AFTERNOON

A TV above the bar plays an afternoon talk show
("Intergalactic Fashions -- today on Geraldo") as Ellie
nurses her second beer.

Suddenly a LOW RUMBLE is heard, barely on the threshold of
sound.  GLASSES RATTLE in their racks -- and then the TV
GOES OFF, followed by the lights and the JUKEBOX.  PUSH IN
ON Ellie as she looks up at the frightened Bartender --

					ELLIE
		How far away are we from --

					BARTENDER
		Two hundred miles.

SERIES OF SHOTS - AFTERMATH

An eerie silence.  The remains of the superstructure burns
quietly.

Media city lays in ruins; the toppled skyboxes blaze.
Dozens of flaming satellite dishes point impotently at the
sky.

... And, nearby, Drumlin's video headset, quietly
smoldering.

								    FADE OUT.

FADE IN:

EXT.  ARLINGTON NATIONAL CEMETERY - DAY

A light drizzle falls.  President Lasker reaches down to a
large marble slab and ignites an eternal flame that wavers
in the wind and drizzle before burning fiercely.

ANGLE

MUFFLED DRUMS ROLL.  A state funeral for all who perished
in the machine disaster.  Peter, his wife beside him;
Joss, quietly praying.  Ellie stands alone.

HADDEN'S MONITOR WALL (LOCATION UNKNOWN)

CNN coverage of the funeral continues.  As we SLOWLY
WIDEN, the next monitor over shows footage of the
destruction at Machine, Texas; FBI sharpshooters and
police firing into a run-down motel; an amateur video of
Joseph's suicide note.  He is spookily well-spoken, calm:

					JOSEPH (V.O.)
			   (on monitor)
		What we do, we do for the good of
		all mankind.  This will not be
		understood, not now, but the
		apocalypse to come will vindicate
		our faith...

We CONTINUE TO WIDEN as a pair of familiar glasses float
INTO VIEW; a gnarled hand plucks them from mid-air as
Hadden turns to look out a panorama window showing a
breathtaking view of Earth from 250 miles out in space.

EXT.  EARTH ORBIT - 250 MILES UP

A privatized space shuttle breaks through the atmosphere
and heads towards the Russian space station Mir -- which
now bears the Hadden Industries logo.

INT.  MIR DOCKING BAY (SPACE)

The shuttle nestles with a CLANK against the station.  Air
floods the chamber and the locked door opens.

The Japanese Major Domo we saw at Hadden's plane appears
in the hatchway; Ellie a moment later.  He points toward
the other end of the airlock.  Ellie starts to glide-walk
through, glancing back to see the Major Domo gesturing to
three, very young, very beautiful women with empty eyes.
Ellie keeps moving...

INT.  MIR SPACE STATION - STATEROOM/STUDY

Compact but luxurious.  Earth is visible through a
panorama window.  Hadden floats before it, curled up with
arthritis like a dying insect.  Ellie moves beside him.

					HADDEN
		A sunrise and a sunset every forty-
		five minutes.

					ELLIE
		It's so... small.

					HADDEN
		Poor, tired, spinning girl... How we
		feasted on her.  And now that we've
		had our fill and given her a giant
		dose of the clap... we're pulling
		out.
			   (points)
		That's Paris, where my daughter was
		born.  Moscow, where gangsters rule
		the night and I gave up smoking.  So
		many battles, so many lives... all
		that sturm, and drang.  As if it
		never happened.  If it weren't for a
		few power grids, you wouldn't know
		we existed.

The sun begins to set.  They watch the stunning transition
as night comes on.  The Boston-New York corridor appears
as a glittering necklace of light; a tropical storm brews
in the Caribbean.  Ellie points to a sparkling glow in the
Pacific.

					ELLIE
		What's that?

					HADDEN
		Japanese squid fleet.  They use
		lights to attract them to the
		surface... then turn them into
		sushi.

Ellie traces the magical glow with her finger on the
window.

					ELLIE
		It looks like pixie dust...
			   (beat)
		Kent would've given anything to see
		this.  David, too.

					HADDEN
		Yes.  A shame.  Still... it'd be
		worse if they died for nothing.

					ELLIE
		What are you talking about?  It's
		over.

					HADDEN
		Oh, not quite yet.  At least for
		their sake...
			   (indicates the Earth)
		... I hope it's not.  Because
		they're running out of time.

					ELLIE
		You sound like Joseph.  You think
		the world ends with the millennium?

					HADDEN
		I think whoever sent the message did
		it because they're worried about us.

					ELLIE
		The gods sent us the machine because
		they took pity on us.

					HADDEN
		Wouldn't you if you saw Hitler on
		TV?
			   (then)
		Come; I want to show you something.

He reaches up to the ceiling, punches a button.  A large
display appears, showing the Earth.  He enlarges the
display until only Japan is visible, then only a large
island to the north --

					HADDEN
		Hokkaido Island.

					ELLIE
		The systems integration site.

					HADDEN
		Mmm.  Look closer.

The display enlarges still further, revealing more and
more detail -- until it comes to rest on a familiar
gantry-enveloped sphere, surrounded by hundreds of ant-
like technicians...

A second machine.

					HADDEN
		As each component was tested and
		shipped off to Texas a duplicate was
		maintained and assembled in Hokkaido
		-- for backup purposes, of course.
		We've been right behind you the
		entire time.
			   (as Ellie is stunned)
		You see my problem:  I couldn't
		appear to control too large a
		percentage; my enemies wouldn't
		stand for it.  So I simply made sure
		the Japanese consortium received the
		systems integration contract.  Of
		course no one had to know the
		corporations involved were recently
		acquired, wholly-owned
		subsidiaries --

					ELLIE
		-- of Hadden Industries.

Ellie is nonplused.  Hadden smiles dazzlingly.

					HADDEN
		Want to take a ride?

EXT.  SPACE STATION MIR

The sun rises over the Earth like a dazzling jewel.

INT.  DOCKING BAY

Hadden glide-walks Ellie to the airlock.  They share one
last look at the magnificent view of Earth -- then she
turns to him:

					ELLIE
		Why don't you come back with me?

					HADDEN
		Can't.  Doctor's orders.
			   (pausing)
		The low oxygen/zero gravity
		environment is the only thing
		keeping the cancer from eating me
		alive.
			   (laughs at Ellie's
			    shock)
		It's all right -- I like it here.
		Ever try sex in zero-G?

He raises an eyebrow.  Ellie smiles, then steps into the
airlock.  They face each other.  Hadden pauses before
closing it.

					HADDEN
		One more thing, Doctor.  If you do
		meet these Vegans...?  Ask them if
		we have to die.

ELLIE'S POV FROM SHUTTLE - MINUTES LATER

The umbilicals release; the shuttle drifts away.  Hadden
watches from his panorama window, small, motionless, as
Mir recedes and the shuttle retros back towards Earth.

EXT.  SEA OF JAPAN - AERIAL POV - DAY

We RUSH DOWN THROUGH the clouds to Hokkaido Island,
DESCENDING PAST the snow-covered peaks of Saporro TO...

EXT.  OBIHIRO VILLAGE (HOKKAIDO ISLAND) - DUSK

A shimmering vision of the machine sits in the middle of
the square; after a moment we realize it is made of ice.
Japanese artisans chip and grind, putting the finishing
touches on the enormous sculpture.

					REPORTER (O.S.)
		... it would be fair to say an
		upbeat atmosphere prevails here; the
		Japanese playing their role of host
		impeccably.

The promenade, decorated with colorful banners for the
Winter Festival, is alive with activity; street vendors
and film crews abound.  We BOOM DOWN to include the
REPORTER in the f.g.:

					REPORTER
		And there is reason for optimism:
		the way the machine consortium has
		bounced back in these last few
		months is nothing short of
		miraculous, and that restored sense
		of hope and purpose is clearly in
		evidence here today.

INT.  HOKKAIDO COMPOUND - PRESS CONFERENCE/PHOTO OP (MOS)

Madhouse.  CAMERA WHIR and CLICK, REPORTERS shout
questions.  Ellie squints in the glare of the lights,
overwhelmed.

					REPORTER (V.O.)
		But look beneath the surface and you
		can clearly sense a darker mood here
		-- an undercurrent of apprehension
		and fear as tomorrow approaches.
		And questions:  What awaits the
		world at the end of the long road to
		Hokkaido?  What will happen when the
		machine is finally activated?  And
		what must Eleanor Arroway be feeling
		on this, what may well be her last
		night on Planet Earth...?

EXT.  JAPANESE INN - ESTABLISHING SHOT - NIGHT

An ancient, elegant structure.  Security posted outside.

INT.  ELLIE'S QUARTERS - NIGHT

Cherry wood and rice paper; candles, orchids... and a
jumpsuit hanging in the corner.

Ellie paces restlessly.

Tries to read a book.

Tries to write a letter... crumples it up.

Ellie lays down on the bed.  A goldfish bowl sits on the
nightstand.  Ellie peers at it THROUGH the glass.

And then she hears a sound; the CRUNCHING of FOOTSTEPS on
PEBBLES.  Ellie sits up:  a silhouette is visible THROUGH
the rice paper wall.  She goes to the door, slides it
open --

-- revealing Palmer Joss, rumpled and jetlagged, holding a
sorry-looking bouquet of airport flowers.

					JOSS
		You didn't think I was going to let
		you leave without saying good-bye...

A long moment... and then she embraces him.

					JOSS
		Ellie... the last time we spoke... I
		said some things...

					ELLIE
		I remember.  You were indelicate,
		indiscreet and entirely less than
		tactful... Sound like anyone you
		know?

He smiles, grateful.  A moment.

					JOSS
		So.  The final countdown.

					ELLIE
		The final countdown.

					JOSS
			   (remembering)
		Oh.  I brought you something.

From his jacket he produces a small palm frond, presents
it to her.  She takes it, looks at him quizzically.

					JOSS
		During the crusades -- pilgrims who
		made the journey to the holy land
		brought back a palm frond to show
		they'd actually been there.  I
		thought it sort of made sense that
		Earth is now your holy land, so...

					ELLIE
			   (visibly moved)
		Thank you.

Joss takes her hand.

					JOSS
		You're trembling.

					ELLIE
		I do seem to be... Maybe because I'm
		just a little bit terrified about
		tomorrow.

					JOSS
			   (softly)
		Maybe that's okay.

She looks up at him, utterly vulnerable.  He raises his
hand to her cheek... then leans in and kisses her.

It's a very good kiss.

They kiss again, more passionately... and then Ellie pulls
away.

					JOSS
			   (softly)
		What...?

					ELLIE
		I'm sorry.

					JOSS
		What is it?

And suddenly she's crying, trying desperately to stop --
Joss puts his hands on her shoulders --

					JOSS
		Ellie, what is it?

					ELLIE
		I'm sorry -- I can't --

					JOSS
		What?

					ELLIE
		I can't do this --

					JOSS
		What are you so afraid of?

					ELLIE
		Please, Palmer -- if you care for me
		at all, don't push this now --

					JOSS
		What are my other options?  In fifty
		years?  Never?

					ELLIE
		Please --

					JOSS
		I'm in love with you, Ellie.

					ELLIE
			   (stares, then)
		Don't you understand?  I just have
		to hold it together -- just until
		tomorrow --

					JOSS
		And then what?  Then you'll be safe?

					ELLIE
		-- I don't know --

					JOSS
			   (intensely)
		Do you really think your life is
		meaningless, Eleanor?  Is that why
		you're so quick to risk it --
		because if your life means nothing
		then you have nothing to lose?

					ELLIE
		I can't hear this now --

					JOSS
		Ellie, there is no reason you have
		to be alone.

					ELLIE
			   (looking up;
			    helpless)
		And yet that's always how I seem to
		end up, isn't it?
			   (a moment)
		If you really do love me, Palmer,
		you'll leave.  Now.  Please.

She pulls away from him, leaving the room.  Joss stands
looking after her... then goes to the door... exits.
Ellie watches from the doorway...

INT.  ELLIE'S QUARTERS - DAY

The bed is made.  The jumpsuit is gone.  PUSH IN ON the
palm frond, sitting on the nightstand, next to the
goldfish bowl.

					FEMALE COMPUTER VOICE (V.O.)
			   (on P.A.)
		Activation T-minus O-seven hundred
		and counting --

EXT.  MACHINE - DUSK

Floodlights illuminate the machine superstructure with
intense light.  Technicians in blue jumpsuits, many of
them Japanese, swarm around the instrument/camera
bleachers.

While the Hokkaido machine differs somewhat from the one
in Texas in the details of its human-designed
superstructure, the eerie uniformity of the giant sphere,
here bathed in soft lavender light, is the same.

Elaborate instrument and camera bleachers surround it; in
the distance we can make out a control tower similar to
the one we saw vaporized in Texas.

INT.  CONTROL ROOM - DUSK

The Female Assistant Team Leader from Texas runs the
console, more technicians at their various stations.
Peter hovers nearby.  Standing in the back we notice a
number of poker-faced officials, some wearing U.S.
military uniforms.  Joss stands at the window looking out;
he puts his hand to the glass.

					REPORTER #1 (V.O.)
		-- The security here in Hokkaido has
		been incredibly tight; for obvious
		reasons only a single pool feed has
		been allowed at the machine site.
		Through the eye of the camera
		world...

EXT.  PLAZA (SINGAPORE)

A sea of Asian faces transfixed by a giant outdoor screen.

					REPORTER #2
			   (overlapping)
		... watches, holding its breath for
		that moment, now less than ten
		minutes away, when a single human
		being --

EXT.  MACHINE - DUSK

A van pulls up.  Out steps Ellie, composed, wearing her
jumpsuit and holding her video helmet.  Two Japanese
technicians accompany her as she heads toward the main
gantry elevator.

					REPORTER #2 (V.O.)
		-- boarding a machine of unknown
		origin and unknown function, will
		step into history...

					REPORTER #3 (V.O.)
			   (overlapping on
			    "history")
		... the question that's on
		everyone's mind:  will history
		repeat itself?

EXT.  FIFTH AVENUE (NEW YORK) - DAY

The street is deserted.  Televisions glow in every window.

					REPORTER #3 (V.O.)
		With a piece of engineering this
		complex, this unprecedented --

INT.  CHICAGO FUTURES EXCHANGE - DAY

The receipt-strewn floor lies deserted.

					REPORTER #3 (V.O.)
		-- with so many unknown variables --

EXT.  MACHINE - MAIN GANTRY ELEVATOR

The elevator gates open; Ellie and the technicians step
in.

					REPORTER #3 (V.O.)
		-- could the unthinkable occur?
		Could what happened in Texas happen
		again?

					FEMALE COMPUTER VOICE (V.O.)
		T-minus five minutes and counting.

EXT.  HOKKAIDO MACHINE SITE - OUTER PERIMETER - DUSK

Hundreds of reporters doing stand-ups.  A cacophony of
voices.

					REPORTER #3 (V.O.)
		Cutting to the feed now.

INSERT TELEVISION

The elevator rises, finally arriving in position halfway
up the great sphere.

ANGLE - LASKER AND KITZ

watch from Camp David.

ELEVATOR GATES

open, revealing Ellie flanked by the two technicians.

She looks down the long narrow walkway that leads to the
machine.

She puts on her helmet.

She begins her long walk.

WIDE SHOT - MACHINE

Ellie's tiny figure approaches the blazingly lit sphere.

INT.  GRAND CENTRAL STATION - DAY

Commuters stand stock still, watching the big screen.


EXT.  BEIJING STREET - DAY

Chinese peasants crowd the front of an appliance store;
jockeying to see the televisions.

INT.  CONTROL ROOM

On the monitors Ellie walks toward the machine.

					ELLIE (V.O.)
			   (filtered)
		Someone tell me this is really
		happening.

					PETER
			   (into chin mic)
		It's really happening.

					ELLIE (V.O.)
			   (filtered)
		That you, Valerian?

					PETER
		Like it or not.

					ELLIE (V.O.)
			   (filtered)
		Like it.  Almost there.

ELLIE

approaches the alien fractal-embossed surface of the
machine.

She pauses.  Looks around -- her last glimpse of Earth...?

She takes a step -- and as she does the panel before her
loses its solidity, becoming an opaque gray mist.
Darkness beyond.

Ellis is on the threshold.

EXT.  PLAZA (SINGAPORE)

A million people hold their breath --

INT.  CONTROL ROOM

Peter.  Joss --

TIGHT ON ELLIE'S FACE

as she steps into the unknown.

WIDE SHOT - MACHINE

Tiny Ellie disappears into the machine.

INT.  MACHINE

As Ellie enters, the panel silently resolidifies behind
her.

					ELLIE
			   (murmurs)
		That's one small step for a woman...

Darkness.  A dim glow ahead shows through similar openings
in two more spherical benzels.  The surface beneath
Ellie's feet seems almost liquid.  She continues...

INT.  OUTER DODECAHEDRON

The enormous chamber is webbed with delicate
organosilicate implanted pattern.  An inner dodecahedron
marks the core of the machine.  Ellie steps through,
staring in wonder.

					A.T.L.  (V.O.)
			   (filtered)
		Arroway, this is command control;
		do you copy?

					ELLIE
		Arroway to control; reading you five
		by five.

INTERCUT WITH:

INT.  COMMAND BRIDGE

					A.T.L.
		Showing green across the board.  All
		systems go...

Hesitates...

					PETER
		What?

					A.T.L.
		I'm not sure.  We have no launch
		protocol; the entry of the passenger
		is supposed to initiate activation.

					PETER
			   (into chin mic)
		Anything happening in there, El?

					ELLIE (V.O.)
			   (filtered)
		Not so far -- but --

A deep RUMBLING is heard -- everyone jumps --

					A.T.L.
		What the hell --

					ELLIE
		Did you get that?

					JOSS
		Look.

They all look out the windows.

FULL SHOT - MACHINE - DUSK

The mighty benzels slowly begin to move.  It is an awesome
sight.

INT.  CONTROL ROOM

					A.T.L.
		We have benzel activation, repeat,
		we have benzel activation.  Control
		to Arroway, you okay in there?
			   (off silence)
		Repeat, Control to Arroway, come
		back.

					PETER
			   (into chin mic)
		Ellie?

INT.  MACHINE

					ELLIE
		Arroway to Control, come in.
			   (off nothing, willing
			    herself to calm)
		Arroway to Control, do you copy?

INT.  COMMAND BRIDGE

The BENZELS have begun to generate a HARMONIC HUM, each
generating a DIFFERENT TONE.  It grows LOUDER as they
continue to pick up speed --

					A.T.L.
		We've lost contact.

					PETER
		Pull the plug.  Get her out of
		there.

					A.T.L.
		There's no plug to pull.

					PETER
		What?

					A.T.L.
		There is no abort procedure -- we
		don't know how we turned the damn
		thing on, let alone how to turn it
		off.

Peter stares at the spinning benzels, rapidly gaining
speed.  Palmer Joss closes his eyes and quietly starts to
pray.

INT.  MACHINE

Something is happening inside the machine; a shimmering,
almost as if the air itself was changing...

					ELLIE
		Control, I'm going to continue
		broadcasting on the assumption...
		hope... that you can hear me.  The
		atmosphere within the chamber seems
		to be undergoing some sort of
		spontaneous state conversion...

The shimmering amber-lit gas surrounds Ellie, in some
places remaining gaseous (for breathing); in others
aqueous, in others a gel-like colloidal, supporting her.
Nervously:

					ELLIE
		My breathing seems normal...

The MACHINE SHUDDERS.

					ELLIE
		What was that -- ?

FROM TWO MILES OUT AT SEA

We see clouds gather; an ominous microclimate forming over
Hokkaido.  Strange violet-hued lights in the sky --

INT.  CONTROL ROOM

The HUM of BENZELS is deafening, like a galactic choir --

INT.  VLA - SAME TIME

Fisher, Willie and the team are glued to the set.

INT.  CAMP DAVID - SAME TIME

President Lasker and Kitz watch the same coverage.

INT.  MIR - SAME TIME

Hadden floating, silhouetted against his TV wall.

EXT.  MACHINE

The lower support structure begins to withdraw but the
enormous sphere remains spinning freely in space -- the
clouds part --

ELLIE

whirls around in terror as the light grows dazzlingly
bright.

FULL SHOT - MACHINE

Suddenly the benzels flicker -- go transparent --
everything is visible for a millisecond as a blinding
flash of light illuminates the superstructure and
surrounding countryside brighter than the brightest day --

INT.  CONTROL ROOM - SAME MOMENT

Monitors whiteout in a blaze of blinding light.

INT.  MIR STATION

Hadden's TV wall whites out as he dies smiling --

								    CUT TO:

INT.  MACHINE

The sense of acceleration is tremendous, as if dropping
through the center of the earth.  The fluid has become
more gel-like solid, supporting Ellie's body.  The front
panel is now opaque, the left and right panels semi-
transparent.

A bright blue-white light up ahead, illuminating what
seems not so much to be a tunnel as a sense of space
warping around us; like being inside a fisheye lens as it
dolly/zooms.  Ellie speaks breathlessly into her mike...

					ELLIE
		I'm falling... sense of enormous
		acceleration.  It's a wormhole, it's
		got to be, but how do they keep it
		stable?  The energy required --

Now the front panel becomes transparent:  Ahead is a
dazzlingly bright blue-white object with dimmer copies of
it surrounding it.

As speed increases the subsidiary images become fainter,
moving in a transverse circle.  Behind Ellie, though she
doesn't see it, the panels show similar images of the
launch site at Hokkaido.  The blue-white light from up
ahead becomes blinding as the Dodec erupts into space.

					ELLIE
		It's a star, I'm in orbit around a
		star, spectral type A, maybe early
		F.  Getting weird multiple images
		here; relativity effects?
		Accretion disk... gotta be Vega,
		only... oh my God...

A great mass passing above eclipses Vega's light, throwing
the Dodec into shadow.  The immense polyhedron construct
from the opening of the film, dappled with its millions of
transmitters, drifts overhead.  It's easily 100 miles
across.  Staring in awe:

					ELLIE
		They're talking to the whole
		universe... Okay, okay, clearly
		artificial, some sort of relay
		station but the scale is just...
		tens of thousands of receivers,
		hundreds... some sort of
		biotechnology, like the machine
		but... don't see anything like a
		docking port...

The machine suddenly makes a hard left; an object appears
ahead, an impossible inside-out sphere in space; four
dazzling lights seem to be embedded within it.

					ELLIE
		Another wormhole?  Bigger this time
		-- oh God --

The Dodec plunges down it as Ellie struggles to contain
her wildly fluctuating emotions.  The surrounding gas
begins to shift color, modulate --

					ELLIE
		Okay.  Okay.  A series of wormholes,
		linked together, artificially
		created, but why would...?
			   (then)
		Jesus, it's a subway system.

The Dodec erupts into a quadruple star system.  A pair of
red and blue stars orbit each other while a pair of
yellow-green dwarfs orbit them.

Ellie swallows hard, hyperventilating --

					ELLIE
		Quadruple system... incredible...
		don't recognize any background
		constellations... hundreds, possibly
		thousands of light years from Earth
		now.  So beautiful.  So...

Ellie growing woozy; trying to snap out of it.

					ELLIE
		The physics must be a thousand, ten
		thousand years beyond us but... oh
		God... oh God something's...
		happening...

Ellie is overwhelmed with emotion -- we think she's about
to cry but then she bursts out laughing --

					ELLIE
		It's beautiful.  It's beautiful.  I
		keep saying that but I can't... my
		mind can't... words... should've
		sent a poet.  I'm a poet and don't
		know it...
			   (sings)
		Ground control to Major Tom...
			   (struggling)
		Relativitistic side-effect?  Or --
		induced by the transport medium?
		The gas...

Now Ellie is crying, sobbing uncontrollably.

					ELLIE
		Oh, Palmer, I wish I'd had a baby.

The Dodec plunges into another inside-out sphere, this one
larger and glowing blood red --


SERIES OF SHOTS

A)  A GIANT RED STAR

    As it engulfs an Earthlike planet.  We watch the
    planet's oceans boil away; the surface chars, sears
    dead --

B)  SUPERNOVA

    Tidal waves of gas clouds rush away from the exploding
    sun -- shock waves tumble debris AT us.  At the center
    of the cataclysm a rapidly rotating neutron star
    flashes like a lighthouse, ten times a second.

C)  LARGE BLUE GAS GIANT

    Circling an emerald green star.  On the night side of
    the planet are huge glowing jellyfish-like shapes, the
    floating cites of an alien civilization.  Millions of
    glowing gold particles connect them in elaborate
    swirling patterns, a dance of golden glitter...

D)  LAST WORMHOLE

    choked with multicolored pinprick flares -- a sense of
    tremendous acceleration, finally erupting into --

CENTER OF GALAXY

So many dazzling multicolored stars they almost touch.
Millions more stars than are visible from Earth on the
clearest night.

An immense, spiraling river of gas and dust, millions of
miles long, pours into the maw of a black hole of
staggering dimensions.  Flashes of radiation leap from the
center like summer lightning --

					ELLIE
		The center of the galaxy...

The Dodec suddenly rotates.  Swimming INTO OUR FIELD OF
VIEW...

GALACTIC GRAND CENTER STATION

It fills half the sky.  A vast vast artificial planet;
immeasurably immense liquid clouds drift in its
atmosphere, punctuated by planet-size holes, columns of
mist thousands of mile high.

The Dodec gently plunges into an atmosphere of blue night;
below we can make out thousands of yellow-lit openings in
the gel-like surface, each a different geometric shape.

					ELLIE
		Docking ports... those are docking
		ports for other machines... hi,
		everybody...

As the Dodec continues to lower toward a hexagonal
receptor the panels grow opaque, blocking out all light.
Ellie fights to remain conscious as it grows dimmer and
dimmer:

					ELLIE
		Now arriving Grand Central
		Station... floating down...
		floating...
			   (like a little girl)
		Twinkle twinkle... little star...
		how I wonder... ellemenopee...
			   (shaking her head)
		... have to stay awake... stay
		awake...
			   (slipping)
		Please... please...

She passes out.

								    FADE TO BLACK.

IN BLACK

Nothing.  Still nothing.  Finally, a gentle, familiar
SOUND...

FADE IN:

ELLIE

lies in a fetal position.  After a long moment she opens
her eyes.  The familiar RHYTHMIC sound is LOUDER.  Her
eyes widen...

EXT.  BEACH - DAWN

Ellie sits up on a pristine white beach.  Huge ranges of
cumulus lit red/gold by the dawn silhouette clusters of
palm trees; the sound of gently ROLLING SURF, SQUAWKING
GULLS.

Ellie stands.  The Dodec is nowhere to be seen.  She looks
around in disbelief.

She takes a few halting steps, like a child learning to
walk.  She kneels, scoops up some sand.  Frowns in
confusion...

Ellie digs her hand into the sea, almost loses her balance
again.  She tastes the water.  Normal.  Her confusion
grows...

					ELLIE
		I... remember this...

She steps further into the water; letting its warmth
soothe her, wipes the furrows from her brow.  Closes her
eyes as she lets the water take her.

EXT.  BEACH - LATER

The sun is higher now.  The SURF CRASHES.

					ELLIE (O.S.)
		Recording... check, check.
		Recording, is this on?  I think this
		is on.

Ellie sits against a palm tree, looking out at the sea.
She seems a little more cogent.

					ELLIE
		Okay.  I've traveled thirty thousand
		light years, give or take a few
		parsecs, to go to the beach.  So...
		Either they've created this
		environment... or the illusion of
		this environment, to make me feel at
		home... or else somehow I am at home
		-- or else this is my cage at the
		intergalactic zoo and the tour bus
		will be along any minute...

A distant figure becomes visible down the beach.  As it
approaches Ellie continues, unaware:

					ELLIE
		Or else, of course, I'm completely
		insane.  This should not be
		discounted as a possibility --
		although the fact that I'm
		questioning my sanity should be a
		pretty good indication that I am in
		fact sane... unless of course...
		unless...

Ellie stops, as if sensing something.  The figure grows
closer, now clearly humanoid.  Ellie turns to look --

-- and stares in utter disbelief.  She rises to her
feet...

ELLIE'S POV

Ted Arroway is walking easily toward her.  He smiles.

					TED
		Morning, Captain.

ELLIE

Tears come to her eyes... she approaches, staring... He
takes her hand --

					TED
		I've missed you.

It's too much.  Ellie throws herself into his arms, holds
him tight.

					ELLIE
		Dad...

She sobs.  He holds her.

					TED
		It's okay...

Ellie recovers a bit, wiping away her tears --

					ELLIE
		I used... I used to dream you were
		alive... and then I'd wake up and
		lose you all over again.

					TED
		I'm sorry I couldn't be there for
		you, sweetheart.

					ELLIE
		Dad... But tell me, how did... I
		mean how can...?

Reality returns like a cloud passing over the sun.
Softly:

					ELLIE
		You're not real.  None of this is.

					TED
			   (smiles sadly)
		That's my scientist.

					ELLIE
			   (struggling to
			    breathe)
		So.  Are you an hallucination?  Or
		are little gear trains and circuit
		boards under your skin?

					TED
		Am I artifact or dream?  You might
		ask that about anything.

					ELLIE
		But you're so... I mean how could
		you possibly...?
			   (realizing)
		When I was unconscious.  You...
		downloaded... my thoughts, my
		memories, even...
			   (realizing)
		This beach.  I've never been here
		but I remember... it's how I always
		imagined...
			   (softly)
		Pensacola.

					TED
		We thought this might make things a
		little easier.

And in the blink of an eye they are no longer standing on
a beach but on the rim of the Grand Canyon, looking out at
a spectacular sunset.

					TED
		... although this is nice too.

Ellie tries hard to swallow her amazement as Ted begins to
stroll along the rim; she walks with him.

					ELLIE
		So who -- what -- are you?

					TED
		Originally just another species like
		yourselves.  Well, not like you at
		all actually, but...

					ELLIE
		Can you show me?

					TED
		Small moves, Captain, small moves.

					ELLIE
		Why did you contact us?

					TED
		You contacted us.  We were simply
		listening.  We've been listening for
		millions of years.

					ELLIE
		And those other docking ports I
		saw... I mean... there are others?

					TED
		Many others.

					ELLIE
		And they all travel here through
		this wormhole subway system you
		built.

					TED
		Oh, we didn't build it.  The transit
		system has been in place for
		billions of years; we're just its...
		caretakers.

					ELLIE
		So who...?

					TED
		We don't know.  Whoever they were,
		they were gone long before we ever
		got here.

					ELLIE
		The scale... it's just...
			   (catching her breath)
		So all the civilizations you detect;
		they all end up coming here?

					TED
		Not all.  Some choose to stay at
		home and dream their dreams.
			   (sadly)
		Some never make it this far.

					ELLIE
		So we passed some kind of test?

					TED
		You have your mother's hands...
			   (beat)
		There are no tests, Ellie.  We don't
		sit in judgment.  Think of us more
		as... librarians.  Curators of the
		Universe's rarest and most valuable
		creation...

And now they are walking through a familiar forest.
Sunlight streams through the tall trees.

					TED
		As many civilizations as we've
		found, compared to the vastness of
		space...

He seems momentarily overcome with a terrible sadness...
and then he recovers, smiles.

					TED
		... life is unspeakably rare.  So
		whenever we do find another
		civilization, especially one
		that's... struggling... We send a
		message.  Sometimes we can offer
		help.  Sometimes we can't.  But we
		always try.  Life is simply too
		precious not to.

					ELLIE
		Can you help us?

Ted hesitates.  They are now standing in the middle of a
vast alien desert, stretching to the horizon.  The dome of
the sky darkens revealing a view from outside the galaxy;
the Milky Way hangs like a pinwheel in the blackness of
intergalactic night.

					TED
		You're an interesting species; an
		interesting mix.  Capable of such
		exquisite dreams; such horrifying
		nightmares.  Technologically you've
		advanced very quickly -- some think
		too quickly... and yet...

CLOSE ON TED

He turns to Ellie, puts a loving hand to her face.
Softly:

					TED
		You're so lost.  So cut off... and
		so sad.

And suddenly Ellie is standing on the sun-dappled Cal Tech
campus.  She turns to find herself standing opposite David
Drumlin.

					DRUMLIN
		What is it that makes you so lonely,
		Miss Arroway?

Ellie stares at him -- instinctively backs away, turning
around --

-- to find herself high atop the radio dish at Arecibo
looking into Peter Valerian's face --

					PETER
		Be honest, El.  The truth is you
		really don't want the company.

Peter shakes his head -- then begins to melt, morph into
Palmer Joss --

					JOSS
		What does it feel like to understand
		everything in the universe except
		yourself?

-- the Texas meadow instantly dissolves behind him to
become the darkness of the Hokkaido night --

					JOSS
		Ellie, there is no reason you have
		to be alone.

Ellie stares at him; he slowly morphs back into Ted as he
and the space around them become infused with an unearthly
golden light; his voice ECHOING and resonating into
infinity --

					TED
		We are alone.  For millions of years
		we've searched the cosmos... and
		after all the suffering, after all
		the chaos and desolation of the void
		-- the one thing we've found that
		makes the emptiness bearable is each
		other.  That's why I sent the
		message.  That's why I made contact.

Ellie moves closer, staring into his eyes... and catches a
glimpse of infinity.  She holds her breath --

					ELLIE
			   (whispers)
		Who are you?

We begin to MOVE THROUGH them, INTO --

ANOTHER DIMENSION

					TED
			   (reading her mind)
		Am I one... or many?

					ELLIE
		The librarian... or the library...?

We are lost inside an unimaginable realm, an infinity of
nested realities turning inside and within each other in a
staggering visual paradox that dazzles and overwhelms,
that builds and soars until --

-- the soft CRASHING of the SURF...

Ellie is back, standing with her father on a perfect beach
in the glow of twilight.  A gentle breeze blows.  Ellis is
overcome.

					ELLIE
		... all those voices... you gather
		them all together.  Millions of
		intelligences in one consciousness...
		and now we're a part of it.

					TED
		You always have been.  We're all
		descendants of the same stars,
		Ellie.  All made of the same
		primordial atoms.

					ELLIE
			   (overwhelmed)
		So.  What happens now?

					TED
		Now... you go home.

					ELLIE
			   (instinctively; like
			    a child)
		No!
			   (as Ted smiles)
		I mean... why so soon?

					TED
		If we don't engineer a consistent
		causality it'll work itself out on
		its own, and that's almost always
		worse.
			   (seeing her
			    confusion)
		Ellie, according to your physics
		none of this is possible.  A lot of
		it you're simply not capable of
		understanding, not yet.  No offense.

					ELLIE
		None taken... but ... do we get to
		come back?  Others of my kind, I
		mean.

He tenderly brushes a stray lock of hair behind her ear.

					TED
		Eventually you'll get here on your
		own.  This was just the first step;
		in time you'll take another.

					ELLIE
		But -- other people from our planet
		should see what I've seen -- they
		should witness this for themselves.

					TED
		That isn't the way it works.

					ELLIE
		But you said you wanted to help --
		don't you see what it would mean?

					TED
			   (gently)
		No more stalling, Captain.

					ELLIE
			   (intensely)
		Please -- if you... downloaded...
		everything about us you know the
		problems we face, the impact it
		could have -- it could make the
		difference --

					TED
		Ellie... this is the way it's been
		done for billions of years...

She looks at him pleadingly... and as the part of him that
is her father look into his daughter's eyes, he
hesitates --

					TED
		... but we'll consider your request.

A breeze blows, stronger now.

					TED
		It's time to go home now.

					ELLIE
		No.  Please.

					TED
			   (smiles sadly)
		Childhood is over, Ellie.  It's time
		to grow up.

A WHOOSH of AIR -- Ellie spins around --

The Dodec sits incongruously on the beach.

She turns back.  Ted has vanished.

					ELLIE
		No...

And as Ellie finally and fully mourns her lost father, we
leave her, crying, alone on an empty beach, 30,000 light
years from home...

								    FADE TO BLACK.

FADE IN:

EXT.  MACHINE (HOKKAIDO) - NIGHT

The HUM DIES as the benzels slowly come to rest.

Ellie emerges from the machine.  Her expression composed.
The opening solidifies behind her --

-- and then we hear a sudden BURST of STATIC, followed by
a cacophonous BARRAGE of VOICES -- Ellie instinctively
puts her hands to her helmet --

					CONTROLLER (V.O.)
			   (filtered)
		-- Got her -- !

					A.T.L.
			   (filtered)
		-- all benzel motion has ceased.
		Repeat, benzels are stopped;
		securing the area --

					PETER (V.O.)
			   (filtered)
		Ellie -- are you okay?

					ELLIE
		I'm -- I'm fine.

					PETER (V.O.)
			   (filtered)
		Thank God.  When we lost contact, I
		thought -- we thought... but you're
		okay.  We're still trying to
		determine the nature of the
		malfunction.  Did you notice
		anything at all that --

					ELLIE
		Wait -- hold on a minute --

					PETER (V.O.)
			   (filtered)
		It's all right, the important thing
		is you're safe --

					ELLIE
		Peter, what are you talking about?
		What malfunction?
			   (looking around)
		What day is this?

					PETER (V.O.)
			   (filtered)
		What day?

					ELLIE
		How long was I gone?

INT.  COMMAND CONTROL - CONTINUOUS ACTION

Peter stands at the command console, just as we left him.

					PETER
		Ellie... we saw you enter the
		machine.  The benzels spun up,
		generating some sort of atmospheric
		disturbance.  The benzels spun down.
		And then... just now... you stepped
		out.  We were out of radio contact
		exactly... seven minutes and thirty-
		five seconds.  The machine never
		went anywhere.

INT.  MEDICAL BUNKER - IMMEDIATELY FOLLOWING

A team of physicians examine Ellie, hooked up to various
medical equipment --

					DOCTOR
		Are you experiencing any flu-like
		symptoms.  Aching joints?  Fever?

					ELLIE
		I'm fine --

					DOCTOR
		Headaches?  Swollen glands?

					ELLIE
		No -- could somebody please just --

The DOCTOR checks a series of monitors, turns to an
official.

					DOCTOR
		Vitals identical to pre-launch
		stats.

					ANOTHER SCIENTIST
		No sign of radiation or biological
		contamination of any kind.  She's
		clean.

Peter enters the room, briefly confers with the official
-- then approaches Ellie, who sighs in grateful relief.

					ELLIE
		Peter... What is going on?  Has
		everyone gone completely insane?

					PETER
		That's one way of putting it.  Kitz,
		the President, the I.S.C. have shut
		down all official communications;
		there've also been reports of riots
		flaring up across the U.S. and
		Europe.  Until we figure out what
		went wrong things may get rough,
		especially for you --

					ELLIE
		But the machine worked -- that's
		what I've been trying to tell
		everyone!
			   (in utter
			    frustration)
		The tape -- it's all there, if
		they'd just look at...
			   (seeing Peter's grim
			    look)
		... the tape...

And as Ellie realizes with sickening certainty --

								    CUT TO:

STATIC-FILLED MONITOR

Colored snow.  Nothing.


INT.  DEBRIEFING ROOM

Kitz turns off the monitor, turns to Ellie, still in her
hospital gown and robe.  Peter stands nearby, as do a
group of frighteningly expressionless I.S.C. and Pentagon
officials.

					ELLIE
		... I don't understand it.  All I
		can think is that maybe because the
		video gear wasn't accounted for in
		the original plans it somehow
		violated the integrity of the
		design.

					KITZ
		Is that your official response?

					ELLIE
		I don't have an official response,
		Michael.  All I have are the same
		questions you have.

Kitz pauses... and then he turns to her, his intensity
increasing as we PUSH IN ON him --

					KITZ
		I'm afraid that's not a satisfactory
		answer, Doctor.  We spent two
		trillion dollars.  You walked into
		that machine with the hopes and
		prayers of an entire planet with
		you, and you stepped out with
		nothing.  Those people are going to
		want more than idle speculation and
		conjecture -- they're going to want
		answers -- and I hope for all our
		sakes you can come up with them.

EXT.  MACHINE (HOKKAIDO) - NIGHT

Ellie, surrounded by a phalanx of security, moves quickly
through the nightmarish mob scene.  Disorienting TV lights
glare, illuminating a flurry of drift snow --

As Ellie is hustled toward a van she glimpses a figure --
an oasis of stillness in the mob, watching her -- Joss.
Their eyes meet for the briefest of moments -- and then
Ellie is swept into the van and away.  Joss watches her go
-- looks at the chaos, the madness around him -- then
slowly looks up to the sky ...

								    DISSOLVE TO:

EXT.  WASHINGTON D.C.

A hard rain falls.  We FIND a government sedan, FOLLOW it
THROUGH burned-out slums --

					SECRETARY (V.O.)
			   (filtered)
		I have Mr. Kitz for you Ms.
		President.

					PRESIDENT LASKER (V.O.)
		Put him through.
			   (as PHONE CLICKS)
		Well?

					KITZ (V.O.)
			   (filtered)
		Nothing.  Apparently the surface
		began to ossify immediately after
		she emerged; all subsequent attempts
		to re-enter the machine have
		failed...

The sedan approaches the Capitol Building.  The steps are
mobbed with a surreal menagerie of the fanatical and the
dispossessed.  A huge bonfire has been built; images of
Ellie on the cross...

					KITZ (V.O.)
		... as have all attempts at internal
		analysis.  We've tried sonargrams,
		magnetic resonance, gamma rays; it's
		completely impenetrable.

					PRESIDENT LASKER (V.O.)
		Recommendations?

					KITZ (V.O.)
		I don't know.  Maybe we built the
		damn thing wrong.  Maybe it was all
		a hoax...
			   (sighs)
		The safest thing would probably be
		to do a Chernobyl; encase it in
		concrete.

					PRESIDENT LASKER (V.O.)
		Have your department make a full
		report.

INT.  OVAL OFFICE - CONTINUOUS ACTION - DAY

The rain pours down.  The President slowly hangs up the
phone.

INT.  SEDAN - CONTINUOUS ACTION

Ellie looks out the window at the mob descending on the
car, all fighting desperately to catch a glimpse of her --
faces filled with hope, hate, desperation -- Ellie shrinks
back --

INT.  SENATE ANTEROOM - DAY

The CLOCK TICKING on the wall reads five to nine.

Ellie sits alone in the small room.  Waiting.

A KNOCK on the door.  Ellie looks up nervously --

Palmer Joss stands in the doorway.  A moment... and then
Ellie slowly rises and goes to him.  Embraces him.  He
holds her.

					JOSS
		Oh, Ellie...

Ellie finally pulling away, wiping her eyes.

					ELLIE
		Hi.

					JOSS
		Hi.

					ELLIE
		I'm assuming you read my deposition.

					JOSS
		It was quite a page turner.

					ELLIE
		Pretty ironic, huh?  I had to go all
		the way to the center of the
		galaxy... Just to find you.

She takes his hand, kisses it.  He touches her face.

The CLOCK TICKS.

					ELLIE
		So.  I'm assuming they sent you here
		to administer last rites?

					JOSS
		I'm not sure it's come to that.

					ELLIE
		They don't believe me.

					JOSS
		I do.

					ELLIE
		You're sure you want to?  In the
		universe I saw we're not exactly the
		stars of the show.  What happened to
		me makes us all seem pretty damn
		small.

					JOSS
		It also makes God enormous.  I think
		of the scope of your universe,
		Ellie... and it takes my breath
		away.  As it will everyone else's.

					ELLIE
		I don't have any proof, Palmer.

					JOSS
		Ellie, you're the proof.  You tell
		them your story.  Ultimately they'll
		have no choice but to believe you.

					ELLIE
		It's not enough, don't you
		understand?  I know it happened --
		but by every standard of science, by
		every standard I've lived my life by
		that fact is utterly beside the
		point.  It may be true but it
		doesn't matter because I can't prove
		it's real.

					JOSS
		Ellie, the only one holding you to
		that standard is you!  The people
		want to hear your story, they need
		to hear it!

					ELLIE
		But --

					JOSS
		Have you seen what's happening out
		there?  The terror, the despair?
		The world is on fire, Ellie.  People
		need something they can believe in,
		something worthy, and you can give
		it to them!

					ELLIE
		I want to, Palmer -- more than
		anything.  But it has to be real.
		It has to be true.

					JOSS
			   (hesitates)
		Ellie... if you go out there like
		this -- if you admit to even the
		possibility that what you
		experienced didn't actually happen
		-- I'm afraid they really will
		crucify you.  Please.  For your own
		sake, for the sake of the world...
		tell them what you know to be the
		truth.  Tell them it really
		happened.

Ellie looks up at him -- and then the door opens and an
AIDE enters.

					AIDE
		They're ready for you.

INT.  U.S. SENATE

Every corner of the cavernous Senate Chamber is jammed
with media, politicians, onlookers.  The world stage.  The
big show.

The International Committee is composed of eight men and
two women, including Kitz.  Occupying the center seat is
the COMMITTEE CHAIRMAN, An Asian American Senator in his
sixties.

Sitting all by herself at a long table opposite them,
Ellie looks very small and alone.

					SENATOR
		You were in the machine for seven
		minutes, thirty-five seconds, is
		that correct, Doctor?

					ELLIE
		Earth time, yes.

					SENATOR
			   (pausing)
		Earth time.

					ELLIE
			   (a deep breath)
		Senator... I believe I traveled
		through a series of wormholes.
		Wormholes are a phenomenon deduced
		by Einstein; they're essentially
		tears in the fabric of space/time.
		Because of the effects of relativity
		what I experienced as a period of
		approximately eighteen hours passed
		almost instantaneously on Earth.  To
		you I seemed to depart and arrive
		back at the same moment.

					KITZ
		Doctor, isn't it true that wormholes
		are merely predictions of relativity
		theory?  That there's no evidence
		they actually exist?

Ellie hesitates.  Looks up at Joss in the gallery.  Then:

					ELLIE
		There is no direct evidence, no.

					KITZ
		And current theory holds that to
		sustain the sort of wormholes you're
		talking about, even for a fraction
		of a second, would require more
		energy than our sun produces in a
		year, is that correct?

					ELLIE
		I don't have the figures in front of
		me, but yes, that sounds about
		right.

					KITZ
		In fact, by all the laws of physics
		we know what you claim to have
		experienced is simply impossible.

					ELLIE
			   (beat, then, softly)
		By our standards... yes.

Palmer Joss, sitting in the gallery, closes his eyes.

SAME SCENE - LATER

The Chairman flips slowly through a file as he questions
Ellie.

					CHAIRMAN
		... And this is how the
		extraterrestrial presented himself
		to you?  As your father?

					ELLIE
		Yes, sir.

					CHAIRMAN
		He died...
			   (looks at file)
		... in 1972.

					ELLIE
		Yes, sir.

					CHAIRMAN
			   (pausing)
		Dr. Arroway, do you think it's
		possible you had some kind of...
		delusional episode.

Joss leans forward in his chair.

					ELLIE
		Is it possible...?

					CHAIRMAN
		All the elements are there.  A
		woman, orphaned young, under a great
		deal of stress.  The failure of a
		project she's staked her self-worth
		and very sense of identity on --
		induces a fantasy of reuniting with
		her 'father in heaven' as it were.
		Is it possible?

Ellie is silent.

					KITZ
		Please answer the question, Doctor.

					ELLIE
			   (a long silence)
		Is it possible.  Yes.  But --

					KITZ
		Thank you, Doctor.  Now --

					ELLIE
			   (overriding him)
		-- but I don't believe it to be the
		truth.

					CHAIRMAN
			   (peering at her;
			    intrigued)
		You don't believe it to be... tell
		me something, Doctor.  Why do you
		think they would go to all this
		trouble... bring you tens of
		thousands of light years, and then
		send you home without a shred of
		proof?  Sort of bad form, wouldn't
		you say?  What was their intent?

					ELLIE
			   (hesitates)
		I don't know.  Ultimately their
		motives may be as incomprehensible
		as their technology.

The crowd murmurs.  Committee members exchange glances.

					CHAIRMAN
			   (sigh)
		Dr. Arroway, you come before us with
		no evidence.  No records, no
		artifacts -- only a story that -- to
		put I mildly -- strains credibility.
		Over two trillion dollars was spent,
		hundreds of lives were lost, many
		more may be in jeopardy due to the
		almost incalculable worldwide
		psychological impact... Are you
		going to sit there and tell us that
		we should simply take this all on
		faith?

The word rings out like a shot.  Silence.

					KITZ
		Answer the question, Doctor.  As a
		scientist -- can you prove any of
		this?

JOSS

Holding his breath.

ELLIE

Closes her eyes.  Finally, almost inaudibly:

					ELLIE
		No.

The room is silent.  Almost gently:

					KITZ
		So why don't you admit what by your
		own standards must be the truth:
		that this experience simply didn't
		happen.

					ELLIE
			   (pauses, then,
			    simply)
		Because I can't.

The crowd reacts.

Ellie looks up to the gallery... and finds Joss.

As she speaks with great emotion and restraint, she seems
to be talking directly to him.

					ELLIE
		I had... an experience.  I can't
		prove it.  I can't even explain it.
		All I can tell you is that
		everything I know as a human being,
		everything I am -- tells me that it
		was real.

The room grows quiet.

					ELLIE
			   (softly)
		I was given something wonderful.
		Something that changed me.  A vision
		of the universe that made it
		overwhelmingly clear just how tiny
		and insignificant -- and at the same
		time how rare and precious we all
		are.  A vision... that tells us we
		belong to something greater than
		ourselves... that we're not -- that
		none of us -- is alone.

JOSS

Moved beyond words.

ELLIE

looks lovingly at Palmer... then shifts her gaze to
Michael Kitz.  Softly:

					ELLIE
		I wish I could share it.  I wish
		everyone, if only for a moment --
		could feel that sense of awe, and
		humility... and hope.  That
		continues to be my wish.

The emotion in her voice compels the room to silence.

Kitz.

Joss.

Ellie.

INT.  CAPITOL BUILDING - CORRIDOR - NIGHT

Spilling out; reporters closing in.  As Kitz emerges he
sees Ellie -- she meets his gaze.

A moment... and then he nods, walks briskly off.  Ellie
turns -- to find Joss standing by the door, waiting for
her.  A timeless moment...

... and then she silently crosses to him and lets him fold
her into his arms.

EXT.  CAPITOL BUILDING - NIGHT

The rain lashes down unabated.  A sea of press crushing in
on Ellie and Joss as they grimly make their way through,
police clearing the way -- A ZEALOT intones in the b.g. --

					ZEALOT
		'... He dreamed, and behold, a
		ladder was set up on the Earth, and
		the top of it reached to heaven...
		Surely the Lord is in this place,
		and I knew it not.  This is none
		other but the House of God.'

As Ellie moves through the crowd PEOPLE in wheelchairs
fight to approach, people with terrible deformities --
they call to her:

					PEOPLE
		Ellie... Bless me, Ellie... Heal
		me...

Ellie, torn between wanting to help these suffering souls
and not wanting to lie, whispers:

					ELLIE
		I'm sorry... I'm sorry...

And then the reporters descend, shouting out questions --
one in particular rings out --

					REPORTER
		Reverend Joss, do you think the
		failure of the machine is God's
		rebuke to science?

Joss stops.  He turns to the crowd; slowly:

					JOSS
		As a person of faith... I am bound
		by a different covenant than Dr.
		Arroway -- but I believe our goal is
		one and the same:  the pursuit of
		the truth.  I think today Dr.
		Arroway continued that pursuit under
		the most trying of conditions.

He puts his arm around Ellie and hurries away.  The
crowds, the media watch as the Messiah who failed
disappears into the rainy night.

SERIES OF SHOTS

A)  HOKKAIDO

    The entombment of the machine has begun.  Scaffolding
    on all sides, swarming with workers in quarantine
    suits.  Helicopters fly overhead, dumping load after
    load of concrete.

B)  VLA

    boarded up, deserted.  Weeds springing up around the
    now-rusting cyclone fence; the desert moving in to
    reclaim what it had briefly lost.  The radio dishes
    waiting, silent.

C)  SMALL COUNTRY CEMETERY

    a familiar fishpond in the b.g.  Ellie, holding a
    small bunch of wildflowers, kneels to gently place
    them on her father's grave.

EXT.  LAKE TIMOTHY (OREGON) - DUSK (DECEMBER 31, 2001)

The small figures of Ellie and Joss walk along the
beautiful lake under the forested slopes of Mt. Hood.

					ELLIE
		... but it is a good question, and I
		suppose I'll always wonder about the
		answer:  Why would they send me back
		without proof?

					JOSS
		Maybe what you experienced can't be
		reduced to images on a videotape.
		Maybe they still plan to grant your
		request, only in their own way, in
		their own time... Or maybe it's just
		like you said:  ultimately their
		motives may be as incomprehensible
		as their technology.

					ELLIE
		In other words, God works in
		mysterious ways...

					JOSS
			   (smiles)
		In other words.

They stop, look out at the water.

					ELLIE
		I don't know.  If it was a god, it
		was searching for a greater one.  It
		was still searching for meaning...

					JOSS
		Does that mean you think it doesn't
		exist?

					ELLIE
		I'm not sure...
			   (looking up)
		Maybe it simply exists in the search
		for it.  Maybe its something we have
		to make for ourselves.

					JOSS
		Meaning...

					ELLIE
		Something my dad -- they -- said.
		'After all the suffering, after all
		the desolation of the void -- the
		one thing that makes the vastness
		tolerable is each other.'
			   (looking up at Joss)
		The one thing that makes it bearable
		is love.

She takes his hand... and then they look up at the sky,
where the first stars are coming out.

					BBC REPORTER (V.O.)
		... and while the riots here in
		London continue for the fourth night
		in a row, on the other side of the
		Atlantic the news is equally grim...

					REPORTER #1 (V.O.)
			   (overlapping)
		... thousands of starving refugees
		fled the area as the bloody fighting
		continued...

					REPORTER #2 (V.O.)
		... a massive book burning took
		place in downtown Berlin today...

					REPORTER #3 (V.O.)
		... and on this last night of the
		old millennium and the eve of the
		new one, looking back on a past
		racked by violence and chaos, we of
		the human race look ahead to an
		uncertain future -- a future which,
		at least for now, seems to promise
		only more of the same...

The VOICES FADE into oblivion.

								    CUT TO:

EXT.  HOKKAIDO MACHINE - DUSK

The machine stands entombed; silent, inscrutable.

All is still.

Then, the first sign:  small insects crawl from cracks in
the pavement.

A stirring.  A slight breeze.  A subtle HUMMING sound --

A monk stirs in his bed in the nearby monastery; if not
awakened by the strange vibration then by the SHRIEKING
MONKEYS outside.

A vibration.  Something is happening at the core of the
concrete edifice -- it begins to crack --

From inside comes a sound, a terrible, otherworldly
ROAR --

The next transformation has begun.

FROM TWO MILES OUT AT SEA

The island of Hokkaido is shrouded by an ominous
microclimate... a vortex out of which radiates an awful
vibration like the shockwave of a bomb.  A Japanese
fisherman smoking a cigarette on his shrimpboat looks up
in awe.

MACHINE

is lifting, spinning -- dissolving into itself -- leaving
only the vortex of a prodigious wormhole --

DOWNTOWN TOKYO

A thousand neon signs go dark.  New Years revelers look up
in fear.

EXT.  SAN DIEGO ZOO - NIGHT

and the keepers have never known the animals to be so
disturbed.

VIRGINIA SUBURB

Peter Valerian steps out of his front door and stares up
at the sky.  His wife joins him; he silently puts his arm
around her --

WASHINGTON OFFICE

Michael Kitz turns to look out the window at the D.C.
skyline -- fear on his face as he looks down at a picture
of his family, wife and two kids --

BALKANS

Guerrillas look up at the terrifying sky as the GUNFIRE
DIES.

ON SERENGETI

Stampeding wildebeest wheel around seemingly to form a
vast circle.

SOMEWHERE IN PACIFIC

Great swirling pod of dolphin swim in a frenzied circle.

INDIA

A circle of dung beetles in the dust.

EARTH

from Hadden's darkened viewport.  The land obscured by a
rapidly growing cloud that fills the ecosphere.

ELLIE AND JOSS

stand outside a lakeside cabin, transfixed.

A wind picks up.  Grows stronger.

A deep RUMBLING sound, felt more than heard:  a sound too
vast to be any sound at all.  The wind grows stronger.
The LIGHTNING CRACKLES, flushing birds from trees --

And then everything becomes perfectly still -- the
RUMBLING STOPS --

-- a deafening silence -- then --


SOUNDLESS CONCUSSION OF VIOLET LIGHT

high over Times Square -- Kitz's office -- a solitary
farmhouse under the Nebraska sky -- downtown Tokyo -- a
lonely freighter in the middle of the Pacific --
EVERYWHERE --

EXT.  EARTH ORBIT - 250 MILES UP

Looking toward the Earth past the deserted Mir Station --
the brilliant violet flash --

EGYPT

The Valley of the Kings.  The faces of the long dead
Pharaohs bathed in the violet light.

SAHARA

Children stare up in wonder at the same light.

TIME SQUARE/PICCADILLY CIRCUS

People stand frozen in awe.

WASHINGTON D.C.

At the Lincoln Memorial the great man looks down as the
homeless crawl out from their cardboard shelters, bathed
in the brilliant light...

ELLIE AND JOSS

stare up at the sky at an impossible view.

It is the view from the center of the galaxy.  THROUGH the
mouth of the enormous wormhole, we can see the machine
returning to Grand Central Station as a dazzling Aurora
Borealis fills the sky --

VARIOUS SHOTS - ALL OVER THE WORLD

All over the world faces of every race and ethnicity stare
up at a billion blazing multicolored suns lighting up the
heavens, brighter than the brightest day.

The citizens of the Earth look up and wonder as the CHIMES
of MIDNIGHT RING OUT all over the world --

ELLIE

Her eyes filled with tears of wonder and joy, smiles.
She's found what she's been searching for.

								    CUT TO:

BLACK CARD

			   BRING ON THE MILLENNIUM

								    FADE TO BLACK.

					 THE END


                                
                                BLADE RUNNER



                               Screenplay by

                              HAMPTON FANCHER









        July 24, 1980                    Brighton Productions Inc.
                                         1420 No. Beachwood Drive
                                         Hollywood, Calif. 90028

                                ****************

        INT. TYRELL CORPORATION LOCKER ROOM - DAY               1

        THE EYE                                                 2

        It's magnified and deeply revealed.  Flecks of green
        and yellow in a field of milky blue.  Icy filaments
        surround the undulating center.

        The eye is brown in a tiny screen.  On the metallic
        surface below, the words VOIGHT-KAMPFF are finely
        etched.  There's a touch-light panel across the top
        and on the side of the screen, a dial that registers
        fluctuations of the iris.

        The instrument is no bigger than a music box and sits
        on a table between two men.  The man talking is big,
        looks like an over-stuffed kid.  "LEON" it says on
        his breast pocket.  He's dressed in a warehouseman's
        uniform and his pudgy hands are folded expectantly in
        his lap.  Despite the obvious heat, he looks very cool.

        The man facing him is lean, hollow cheeked and dressed
        in gray.  Detached and efficient, he looks like a cop
        or an accountant.  His name is HOLDEN and he's all
        business, except for the sweat on his face.

        The room is large and humid.  Rows of salvaged junk
        are stacked neatly against the walls.  Two large fans
        whir above their heads.

                                LEON
                  Okay if I talk?

        Holden doesn't answer.  He's centering Leon's eye on
        the machine.

                                LEON
                  I kinda get nervous when I
                  take tests.

                                HOLDEN
                  Don't move.

                                LEON
                  Sorry.

        He tries not to move but finally his lips can't help
        a sheepish smile.

                                LEON
                  Already had I.Q. test this year --
                  but I don't think I never had a...

                                HOLDEN
                         (cutting in)
                  Reaction time is a factor in this,
                  so please pay attention.  Answer
                  quickly as you can.

        Leon compresses his lips and nods his big head eagerly.
        Holden's voice is cold, geared to intimidate and evoke
        response.

                                HOLDEN
                  You're in a desert, walking along
                  in the sand when all of a sudden
                  you look down and see a...

                                LEON
                  What one?

        It was a timid interruption, hardly audible.

                                HOLDEN
                  What?

                                LEON
                  What desert?

                                HOLDEN
                  Doesn't make any difference what
                  desert -- it's completely
                  hypothetical.

                                LEON
                  But how come I'd be there?

                                HOLDEN
                  Maybe you're fed up, maybe you
                  want to be by yourself -- who
                  knows.  So you look down and
                  see a tortoise.  It's crawling
                  towards you...

                                LEON
                  A tortoise.  What's that?

                                HOLDEN
                  Know what a turtle is?

                                LEON
                  Of course.

                                HOLDEN
                  Same thing.

                                LEON
                  I never seen a turtle.

        He sees Holden's patience is wearing thin.

                                LEON
                  But I understand what you mean.

                                HOLDEN
                  You reach down and flip the
                  tortoise over on its back, Leon.

        Keeping an eye on his subject, Holden notes the dials
        in the Voight-Kampff.  One of the needles quivers
        slightly.

                                LEON
                  You make these questions, Mr.
                  Holden, or they write 'em down
                  for you?

        Disregarding the question, Holden continues, picking
        up the pace.

                                HOLDEN
                  The tortoise lays on its back,
                  its belly baking in the hot sun,
                  beating its legs trying to turn
                  itself over.  But it can't.  Not
                  without your help.  But you're
                  not helping.

        Leon's upper lip is quivering.

                                LEON
                  Whatcha mean, I'm not helping?

                                HOLDEN
                  I mean you're not helping!
                  Why is that, Leon?

        Leon looks shocked, surprised.  But the needles in
        the computer barely move.  Holden goes for the inside
        of his coat.  But big Leon is faster.  His LASER BURNS
        a hole the size of a nickel through Holden's stomach.
        Unlike a bullet, a laser causes no impact.  It goes
        through Holden's spine and comes out his back, clean
        as a whistle.  Like a rag doll he falls back off the
        bench from the waist up.  By the time he hits the
        floor, big slow Leon is already walking away.  But he
        stops, turns and with a little smile of satisfaction,
        FIRES at the machine on the table.

        There's a flash and a puff of smoke.  The Voight-Kampff
        is hit dead center, crippled but not destroyed; as
        Leon walks out of the room, one of its lights begins
        to blink, faint but steady.

        EXT. DESERT - NIGHT                                     3

        The horizon marked by a thin copper line that maybe
        the end, of the beginning of a day.

        The train that follows, cuts through the night at 400
        miles an hour.

        INT. TRAIN - NIGHT                                      4

        No clickitty-clack of track-bound noise, it's a long,
        insulated Pullman of contoured seats and low-keyed
        lighting, coloured to soothe,and empty, except for
        the passenger half way down.

        His eyes closed, head rested against the glass.  Ten
        years ago, DECKARD might have been an athlete, a
        track man or a welter-weight.  The body looks it, but
        the face has seen some time -- not all of it good.

        INT. TRAIN - REFRESHMENT DISPENSER - NIGHT              5

        Deckard comes down the aisle, slips a coin into the
        mechanism, receives a beer and returns to his seat.

        INT. TRAIN - NIGHT                                      6

        Tired of the program, he takes off the headset and
        drops it next to three empty beer bottles and a
        sandwich wrapper, adjusts his position and winds up
        staring at his reflection in the window.  Runs a
        hand over his face, it could use a shave.  He leans
        closer and peers through the glass.

        Out there in the black a sign flashes past:  SAN
        ANGELES, THREE MINUTES.

        EXT. PLATFORM - NIGHT                                   7

        The train slides in, smooth as an eel, and stops with-
        out a sound.  Carrying a bag and umbrella, Deckard
        disembarks ahead of the other passengers and into the
        sweltering night.

        INT. CORRIDOR - NIGHT                                   8

        Deckard has got his coat swung over his shoulder, his
        shirt already damp, as he walks down the long, hollow
        passage under orbs of yellow light.

        EXT. TERMINAL - NIGHT                                   9

        Deckard unlocks his car and gets in.  Turns the ig-
        nition and hits a sensor.  The dash console glows
        and Deckard sits back waiting for the air unit to cool
        things off.

                                DECKARD (V.O.)
                  It was 97 degrees in the city and
                  no hope of improvement.  Not bad
                  if you're a lizard.  But two hours
                  earlier I was drinking Acquavit
                  with an Eskimo lady in North East
                  Alaska.  That's a tough change to
                  make.  It was so good, I didn't
                  want to leave, so I left a day
                  early.

        A little detached, Deckard taps another sensor on the
        panel, lights up a cigarette and watches as his mes-
        sages flash across the viewer stating date, time and
        caller.  The last one is repeated five times.  Deckard
        sighs, switches off the viewer and gets on the radio.

                                DECKARD
                  Contact.  This is Blade Runner One
                  calling Com-fast 27.

        The SOUND OF A CHIME precedes the mechanical female
        voice that answers.

                                VOICE
                  Blade Runner One, stand by please.

        A pause.  Followed by a husky male voice.

                                VOICE
                  Deckard.

                                DECKARD
                  Yah, Gaff.

                                GAFF (VOICE)
                  Where the hell you been?

                                DECKARD
                  You know where I been.  I been on
                  vacation.

                                GAFF
                  Next time you go on vacation,
                  do me a favor, let us know where
                  it is.

                                DECKARD
                  What's up?

                                GAFF
                  Holden got hit.

        There is a pause.  That was bad news.

                                DECKARD
                  Bad?

                                GAFF
                  Severed spine.  You'd better get
                  in here.  Bryant's waiting for you.

                                DECKARD
                  I'll see you in a minute.

        The ENGINE REVS, the wipers rake two weeks of dust off
        the windshield and Deckard jams out of the lot.

        INT. THE HALL OF JUSTICE - NIGHT                        10

        An enormous grey vault of a building.  A businesslike
        Deckard strides down a long corridor with his brief-
        case and police ID pinned to his coat.

                                DECKARD (V.O.)
                  I-X-4-P-D referred to as a Nexus-6,
                  The Tyrell Corporation's new pride
                  and joy.  Holden was administering
                  the Voight-Kampff test when one
                  nailed him.

        The door in front of Deckard slides open and he walks
        through.

                                DECKARD (V.O.)
                  The Nexus-6 must be fast because
                  Holden was as quick as they come.
                  The report said there were six of
                  them.  Three males and three female.
                  Led by a combat model called Roy
                  Batty.

        INT. INSPECTOR BRYANT'S OFFICE - NIGHT                  11

        The INSPECTOR is in his fifties.  The deep creases in
        his face, the broken capillaries in his nose say
        brawler, spoiler, drinker, but the diplomas on the
        wall say something else.  Bryant's kneeled at his safe
        trying to open it.  Deckard it sitting on the edge of
        the desk reading the print-out.

                                DECKARD (V.O.)
                  They escaped from the colonies
                  two weeks ago.  Killed twenty-
                  three people and jumped a shuttle.
                  An aerial patrol found the ship
                  in the desert.  No crew.

        Bryant gets the safe open and brings out a bottle of
        whiskey.

                                DECKARD (V.O.)
                  Bryant's got a liver problem.  A
                  couple years back he handed me a
                  bottle and said have a drink for
                  another man.  I been drinking
                  for him ever since.

        Deckard sets down the report and takes the shot Bryant
        just poured for him.

                                DECKARD
                  Six, huh?

                                BRYANT
                  Five.  Three nights ago one of
                  them managed to break into the
                  Tyrell Corporation.  Killed two
                  guards and got as far as the
                  Genetic Sector before he got
                  fried going through an electro-
                  field.

                                DECKARD
                  What was he after?

                                BRYANT
                  There wasn't much left of him,
                  so we can't be sure.  But bio-
                  chemical data and morphology records
                  of the Nexus-6 were reported
                  missing.  Going on the possibility
                  they might try to infiltrate we
                  send Holden in to run Voight-Kampff
                  tests on the new employees.  Guess
                  he found himself one.

        A grim pause.

                                DECKARD
                  You got a machine on it yet?

                                BRYANT
                  We're using Esper -- a 231 -- that
                  picked up Holden's alarm.  Its
                  guess is that all five are in
                  the city.

                                DECKARD
                  Where do we start?

        Bryant's back at the safe locking up his bottle.

                                BRYANT
                  The Tyrell Corporation has a
                  demo model.  Check it out on the
                  Voight-Kampff.  There's a chance
                  the Nexus-6 is beyond out ability
                  to detect.  If that's the case,
                  everybody's up shit creek.

                                DECKARD
                  What was the cover on the one that
                  got Holden?

                                BRYANT
                  Industrial refuse.

                                DECKARD
                  Garbage man?

        Bryant nods.

                                DECKARD
                  Did personnel have an address on
                  him?

        Bryant fishes a piece of paper out of his pocket,
        copies down a number and hands it over.

                                DECKARD
                  I'll go take a look.

        Deckard stands and holds up his drink.

                                DECKARD
                  Thanks.

        Like a sick boy looking out of the window, Bryant
        watches Deckard down the whiskey.  Deckard puts down
        the glass and turns to leave.

                                DECKARD (V.O.)
                  The big incentive to emigrate was
                  still free labor.  If the public
                  found out that their door-prizes
                  might kill them, they might not be
                  so hot to go up there.  This was
                  one of the worst one's we had and
                  Bryant was worried.  He wanted to
                  tell me to be discrete or something.
                  But I didn't give him a chance.

        EXT. LEON'S HOTEL ENTRANCE - NIGHT                      12

        An electrical storm is brewing.  Deckard stands out-
        side the entrance to an old hotel holding an umbrella,
        as people scuttle into doorways to avoid the sudden
        downpour.

        INT. LEON'S HOTEL LOBBY - NIGHT                         13

        A heavy metal maze of cubicles and perilous iron
        balconies, peopled with rejects from the surface world;
        Mato Grosso Indians in white man's clothes and other
        lower echelon welfare recipients.  Drop city is crowded,
        cramped and darkly alive.

        Deckard steps out of an elevator and moves through the
        crowd.  A cloud of steam drifts up through  a grating
        as two old men, clad in towels descend a flight of
        stairs under a neon sign that says bath house.

        A musty subterranean wind ripples Deckard's clothes as
        he turns into an alcove.  He stops in front of a door
        that says, MANAGER and pushes the buzzer.  It's opened
        by an emphysema victim with an oxygen tank lashed to
        his hip.  Deckard flashes his ID and speaks some words
        which are inaudible due to the TUBA MUSIC down the hall.
        The man grabs a key from his wall, hands it over and
        shuts the door.

        INT. LEON'S HOTEL CORRIDOR - NIGHT                      14

        The companion ways below deck of a big ship are no
        more bewildering than the ups and downs and ins and
        outs of this establishment.  But Deckard finds the door
        he's looking for.  He pauses a moment, listens, then
        knocks.  He inserts the key and with a hand on his gun
        opens it.

        INT. LEON'S ROOM - NIGHT                                15

        An empty room.  A cot and not much else.  He steps in
        and stands quiet as a hunter sensing the signs.  For a
        place surrounded by greasy hovels it is surprisingly
        clean.  Spartan in fact.  The towel by the spotless
        basin is perfectly folded.

        Deckard runs two fingers over a shelf.  No dust.  He
        looks in the waste basket.  Wadded up candy wrappers.
        The bed by the window is neatly made.  Deckard looks
        under it, then runs his hands along both sides of the
        mattress.

        The closet.  There's one suit in it.  He pats it down.
        Nothing. A show box on the floor.  He stoops, takes
        out what looks like a pen from his pocket and care-
        fully traces it over the box.  Assured of its harm-
        lessness, he lifts off the lid.

        It contains a little stack of photos bound with a
        rubber band.  Deckard removes them, goes to the lamp
        by the balcony window and turns it on.

        A touching collection of family snapshots.  The kind of
        anonymous stuff sold by the bunch in dusty junk shops.
        The family dog.  Junior on the pony squinting in the
        sun.  Uncle Ben clowning with the kids.  The faded
        polaroid of Christmas morning.  Simple pictures of
        simple folks celebrating the family bond.  A curious
        collection for the likes of Leon and Deckard studies
        them with interest.

        EXT. STREET BELOW - NIGHT                               16

        Oblivious to the cloudburst, a blue-eyed albino stands
        in the doorway, peddling candy and artificial flowers
        looking like he'd never been touched by the light of
        day.

        Leon is standing behind him, staring up at his room,
        watching Deckard at the window.  He's still wearing
        his coveralls, but he looks different.  His face is
        more intent, smarter and angry.

        EXT. STREET BELOW - NIGHT                               17

        For one seething moment it looks like Leon might mash
        something, but suddenly he swings away and disappears
        into the crowd.

        INT. LEON'S ROOM - NIGHT                                18

        Deckard pockets the pictures and moves away from the
        window.

        EXT. ALLEY - NIGHT                                      19

        Leon's got a neck like a fire hydrant and legs to
        match, but he's a graceful runner.  Looks like he could
        do it for days.  And he could.  He's put a lot of alley
        behind him and he's not out of breath.

        EXT. CHINATOWN - NIGHT                                  20

        Slowing down he cuts into an opening and comes out onto
        a narrow street.  The Asian Quarter.

        INT. CHOP SUEY HOUSE - NIGHT                            21

        A seamy as well as steamy little place.  Counter and
        small tables.  Old slant-eyed enders humped over their
        fuming bowls jabbering and slurping.

        The only voice coming out clear is from the big three-
        D TV on the back wall.  As the mellow-mouthed TV
        announcer delivers the message, a Latin-looking beauty
        in a well-fitted maids uniform does a twirl, flashes
        a beguiling smile and glides OUT OF FRAME.

                                ANNOUNCER'S VOICE
                  Choose from a variety of seventy
                  nine different personality types.
                  Each and every one a loyal trouble-
                  free companion given to you upon
                  your arrival absolutely free...

        The Latin beauty is replaced by an impeccable Ray
        Bolger type gentleman's gentleman who clicks his heels,
        snaps to attention and struts off to make room for the
        next.

                                ANNOUNCER'S VOICE
                  To use as personal body servant
                  to tireless field hand -- the
                  custom tailored humanoid robot,
                  designed especially for your
                  needs.

        The Chinese are paying no attention, but the man and
        the woman seated at the table by the window are.

        The woman is pretty, a touch of gray in her hair, kind
        and blue-eyed.  MARY looks like an American dream mom,
        right out of "Father Knows Best."

        The man also resembles a tradition: the gym instructor,
        short cropped hair with the body of a drill sergeant,
        but the eyes are grey and chilling.  ROY BATTY is a
        presence of force with a lazy, but acute sense of what
        goes on around him.

        Leon has just come through the door behind them.  Try-
        ing not to be the bull in a china shop, he approaches
        their table and kneels .  Batty doesn't bother to look
        at him, which amplifies the note of sarcasm in his
        quiet voice.

                                BATTY
                  Did you get your precious 'things'?

                                LEON
                  Somebody was already there.

                                BATTY
                  Police.

                                LEON
                  Just a man.

                                BATTY
                  Police man.

        Leon looks sullen.

                                BATTY
                  Why don't you have a seat.

        There's one next to him.  Leon pulls it over and sits.

                                BATTY
                  Enjoy the view.

        From the pot on the table, Mary pours tea and they sit
        so quiet and still in this noisy place that they seem
        almost invisible.  The view they're "enjoying" is
        through the window.  Outside the neon side in the win-
        dow directly across the street says:  HANNIBAL CHEW,
        MEMBERS.

        INT. HANNIBAL CHEW'S SHOP - NIGHT                       22

        Chew is a spindly old man of precision, his veiled
        eyes are shrewd and Chinese, but the rest of him
        looks like a Charles Dickens invention.

        He's got a jewelers' glass stuck in his eye, lurched
        over a lamp, squinting at something in his hand.  After
        a moment his lips peal back into a sour, belligerent
        smile.

                                CHEW
                  Well, you're right.  This little
                  honey has a couple of defective cones.

        He snaps off the lamp and swings round to face his
        client.

        SEBASTIAN'S face is almost young, but something has
        gone too far, too fast.  Premature old age has made
        his bones brittle and his co-ordination slow.  The
        house may be dark but there's a light on in it.  Se-
        bastian is a closet genius.

                                CHEW
                  You're a regular perfectionist,
                  Sebastian.

        Sebastian's apologetic, especially around the acerbic
        Mr. Chew.

                                SEBASTIAN
                  It's gotta be right for my
                  customer.

                                CHEW
                  Your customer, eh?

        Chew snickers and beckons.  Sebastian follows his down
        a high narrow hall to a heavy insulated door.  There's
        a moth-eaten full length fur coat hanging by it.  Chew
        tugs it on and they go through.  The big door slams
        shut behind them.

        INT. COLD STORAGE ROOM - NIGHT                          23

        Except for the work table with its sharp gleaming in-
        struments, the room is as barren and sterile as a
        morgue.  The glass-doored compartments in the walls
        look like crypts.  Some of them small as post office
        boxes.  From one of the Chew removes a vacuum, packed
        box.  Carefully separating the seal, he reaches into
        the purple jell and with a pair of tweezers extracts
        an eye.

        Through the jeweler's glass, which he has not bothered
        to remove, Chew holds the eye up to the light and
        studies it a moment.  His other hand searches through
        his pockets.

                                CHEW
                  You got a pocket-charger, boy?

        Quick to accommodate, Sebastian removes a pencil-like
        device from a row of such things in his breast pocket
        and steps closer.  The back of the eye is touched with
        the pencil and the pupil moves.  Suddenly its staring
        back at them.

                                CHEW
                  Is that good enough for your
                  customer?

        Anxious to leave, Sebastian nods.  Chew reseals the
        eye taking his time.  He can afford to, he's wearing
        his coat.

                                CHEW
                  How much is he paying you?

        In place of an answer, Sebastian clears his throat,
        stares at the bag like he didn't hear.

                                CHEW
                  Well, when do you get paid?

                                SEBASTIAN
                  Soon as I finish the job.

                                CHEW
                  When might that be?

                                SEBASTIAN
                  Day after tomorrow.

                                CHEW
                  Oh!  Day after tomorrow.

        Sebastian nods.  Chew stares at the poor bastard, con-
        cerned in spite of himself.

                                CHEW
                  The rich hate to pay, Sebastian.
                  A guy like Tyrell keeps you waiting.
                  Pay the little guy last.  You should
                  charge twice as much.  It'll make
                  him feel better.

        Sebastian nods his head like that's exactly what he'll
        do.  Chew sees it's hopeless and hands him the bag.

                                SEBASTIAN
                  Thanks, Mr. Chew.

        Chew pulls the door open for him and Sebastian goes
        through quick as a dog.

        EXT. HANNIBAL CHEW'S STORE - STREET - NIGHT             24

        Sebastian may lack co-ordination but he got what he
        came for and there's a hopeful spring to his walk as
        he heads for his truck.

        INT. SEBASTIAN'S AMBULANCE - NIGHT                      25

        It's an old panel job with ambulance siren and lights.
        The lettering on the side reads "J.R. SEBASTIAN -
        ANIMOID EXPRESS."  Sebastian gets in, starts up the
        engine and suddenly realizes he's not alone.  It's a
        jolt that causes him to yelp.

        PRIS is sprawled on the seat next to him, and wakes up
        with a yelp of her own.  They stare at one another for
        a startled instant, and she jumps out and starts walk-
        ing.

        But she's forgotten her little beat-up overnight case.
        Sebastian puts the truck in gear, drives next to her
        and opens the door.

                                SEBASTIAN
                  Hey!  You forgot your...

        He holds up the bag.  Hesitantly she reaches for it.

                                SEBASTIAN
                  How come you were in my truck?

                                PRIS
                  I was tired and didn't have any
                  place to go.

        She stares at him, hand on her case, looking lost.
        Sebastian isn't good at this, but he tries.

                                SEBASTIAN
                  You can get back in if you want...

        She can't make up her mind.

                                SEBASTIAN
                  Don't worry, I won't hurt you.

        She gets in.  Both of them are silent.  People are not
        Sebastian's medium -- usually he's too shy, but this
        girl is shyer still, plus they're about the same age --
        it gives him courage.

                                SEBASTIAN
                  What's your name?

                                PRIS
                  Pris.

                                SEBASTIAN
                  Mine's J.F. Sebastian.

                                PRIS
                  Hi.

        So pleased with the way that went, he forgets for a
        while what comes next.

                                SEBASTIAN
                  Oh!  Where do you want to go?

        She shrugs.  That leaves him a lot of responsibility.
        He throws her side-long glances, but she's not helping.

                                SEBASTIAN
                  You want to go home?

                                PRIS
                  I don't have one.

                                SEBASTIAN
                  Oh.

        What do you do with a teenage beauty who looks like
        she's lost out of some "Welcome to Sunny Arizona"
        poster?

                                SEBASTIAN
                  Where are your folks?

                                PRIS
                  They left.

                                SEBASTIAN
                  What about friends?

                                PRIS
                  I have some, but I have to find
                  out where they are staying.

        She leans forward and rests her elbows on the dash.
        Her body would win prizes, from any angle.

                                SEBASTIAN
                  Well, where should I take you?

        She looks at him,a shadow of enticement in her clear
        blue eyes.

                                PRIS
                  We scared each other pretty good
                  didn't we?

                                SEBASTIAN
                  We sure did.

        She giggles and laughs.

                                PRIS
                  I'm hungry, J.F.

                                SEBASTIAN
                  I've got stuff.  If you wanna go
                  to my place?

                                PRIS
                  I was hoping you'd say that.

        Sebastian's face is normally on the grey side, but it
        just turned red.  He turns on the ignition and they
        pull away from the curb.

        INT. DECKARD'S CAR - FREEWAY - NIGHT                    26

        Speeding along the freeway.  The terminal in the com-
        munications console lit.  Deckard's right hand just
        finished a punch-up.  The screen flashes back.

        REQUEST

        Deckard punches up.  Letters flash across the screen:

        ESPER

        Screen flashes back:

        CLEARANCE

        Deckard punches up.

        BLADE RUNNER ONE CODE ML-33

        Pause.

        Screen flashes:

        STAND BY.

        Deckard's voice has been heard over the preceding.

                                DECKARD (V.O.)
                  Machines can be helpful sometimes,
                  but they can also be a pain in the
                  ass.  Ask for a trace on a forger
                  and you might wind up at a steel-
                  mill.  I don't mind a bum-steer once
                  in a while -- it's their personalities
                  that usually get me.  Somebody once
                  said that man makes machines in his own
                  image.  If that's true, whoever made
                  Esper should have been shot.

                                ESPER
                  This is Esper and I'm ready.  Go
                  ahead please.

        Esper's deep melodious voice is anxious to please, and
        oiled with a touch of self-pity.

                                DECKARD
                  You equipped for random questions?

                                ESPER
                  Why, yes, of course.

                                DECKARD
                  You start.

                                ESPER
                  The five in question are third
                  generation Nexus Sixes, constructed
                  of skin-flesh culture, selected
                  enogenic transfer conversion
                  capable of self-perpetuating
                  thought, para-physical abilities
                  and developed for emigration
                  program.  Are you with me?

                                DECKARD
                  How do I stop one?

                                ESPER
                  Unlike a five, they can sustain
                  massive traumas to several parts
                  of the body without debilitating
                  another.  Sever a leg and it will
                  perform quicker on the remaining leg
                  than the fastest man can run,

                                DECKARD
                  Okay, but...

                                ESPER
                  I'm coming to that.  Vulnerable
                  zone is the base of the skull,
                  the occipital bone.  A direct hit
                  is a positive retirement.

        The communication is interrupted by a BELL which is
        immediately followed by a stern, MECHANICAL VOICE.

                                VOICE
                  You are in violation of traffic
                  ordinance M-139 statutory freeway
                  limit restricted by one-hundred
                  and eighty kilometers.

        In his rear view mirror Deckard sees two black-clad
        motorcycle cops coming up behind him like the hounds
        of hell.  They draw silently alongside.  Deckard
        presses his I.D. to the window.

        The cop tosses a salute to Deckard and he and his
        partner accelerate, vanish in the night.  And Deckard's
        car does too.

        EXT. SEBASTIAN'S APARTMENT                              27

        A district of silence and ruin.  The street is strewn
        with refuse.  The building looks vacant.  A ten storey
        condo gone to shit.  The vandals have come and gone
        long ago.

        Sebastian's little white ambulance parked at the curb.
        MR. DEETCHUM, the old Watchman, sitting in the building
        entry in a straight backed chair, is reading a comic
        book.

        INT. SEBASTIAN'S APARTMENT - NIGHT                      28

        Well stocked with items of survival, all labeled and
        stacked.  And shelved along the walls and hung from the
        ceiling is a menagerie of animoids.  Like so many broken
        toys awaiting resurrection from Sebastian's wise hands.
        
        Sebastian is seated at a large work-table, bent over a
        stereo scope.  The tool in his right hand is a sensor
        probe and he's using it with the delicacy of an en-
        graver.

        The object of his concentration is a maze-like chip
        configuration no bigger than a thumbnail, but magnified
        under the scope, it looks like an aerial view of a
        large city.  The needle-like sensor probe moves care-
        fully over the contours of the configuration, testing
        the bonds.

        Suddenly a blue flash erupts from one of the junctures.

                                SEBASTIAN
                  Oh!

        Pris is light on her feet.  She's standing behind him
        with a half-eaten sandwich in her hand.

                                PRIS
                  Whatcha doin'?

                                SEBASTIAN
                  You scared me.

        But he's happy to see her.

                                SEBASTIAN
                  I'm working.

        She's changed her dress and made up her face.  Looks a
        little older and sexier.

                                SEBASTIAN
                  You look... better.

                                PRIS
                  Just better.

                                SEBASTIAN
                  Beautiful.

                                PRIS
                  Thanks.

        He watches her as she prowls around the room, looking
        at this and that, eating her sandwich.

                                PRIS
                  And you live in this building all
                  by yourself?

                                SEBASTIAN
                  Yeah, I live here pretty much
                  alone right now...

        Trying to make light of it.

                                SEBASTIAN
                  No housing shortage around here...
                  plenty of room for everybody.

        She sprawls on the couch studying him.

                                PRIS
                  How old are you?

        He can't meet her eyes.

                                SEBASTIAN
                  Twenty.

                                PRIS
                  What's your problem?

        It's not an easy subject.  His voice is barely audible.

                                SEBASTIAN
                  Methuselah Syndrome.

                                PRIS
                  What's that?

                                SEBASTIAN
                  My glands.  They grow old too fast.

                                PRIS
                  Is that why you're still here?

                                SEBASTIAN
                  Yes.  I couldn't pass the test.

        There is a silence.  He steals a glance at her.

                                PRIS
                  I like you just the way you are.

        Under the desk he bats his knees together.

                                SEBASTIAN
                  Ah, you get hold of your friends?

                                PRIS
                  As a matter of fact I did.  They've
                  got some work to do tonight, but
                  they're gonna come tomorrow.

                                SEBASTIAN
                  Good.

        The implications catch up.

                                SEBASTIAN
                  I can sleep on the couch.

        A little gray mouse on the shelf above his head bobs
        up.

                                MOUSE
                  Don't let the bed bugs bite!

        Taking their cue from the mouse, some of the more
        talented animoids toot, flap and wheel about.

        INT. DECKARD'S APARTMENT - NIGHT                        29

        It's dark except for the glow of the terminal.  A tired
        Deckard sits in front of it.  Esper sounds like he's
        been talking for hours.

                                ESPER
                  Nexus designated Leon:  incept
                  date April 10th, 2015 -- to be
                  used in military experiments to
                  determine how hyper metabolism
                  functions in deep space.
                  Nexus designated Batty incept
                  data April 10th, 2015, combat
                  model, level of self-sufficiency,
                  optimum.

        A long pause.

                                ESPER
                  Here's something you might find
                  interesting.  They have been built
                  to emulate the human in every way
                  except in its emotional spectrum.
                  However, after a period of time
                  it is only logical that such a
                  'mechanism' would create its own
                  emotional responses, hate, love,
                  fear, anger, envy.

                                DECKARD
                  I know all that.

                                ESPER
                  What about a summary then.

                                DECKARD
                  I think we're through for the night.

        Deckard starts to reach for the panel.

                                ESPER
                  Mr. Deckard.

        Hesitates.

                                DECKARD
                  Yes?

                                ESPER
                  Do you have something against
                  science?

                                DECKARD
                  Not if it works.

                                ESPER
                  And what in your estimation works?

                                DECKARD
                  The umbrella.

        Deckard picks up the umbrella and with it stabs the
        terminal off button before Esper can respond and the
        machine goes dead.  He sits there for a moment then
        flips on the lamp.  Leon's snap-shots are spread out
        before him.

        INT. SPINNER - DAY                                      30

        A police marked spinner makes a sharp bank, drops into
        a steep curve and slides towards the Tyrell Corporation.

                                DECKARD (V.O.)
                  Every government that could was
                  racing to populate their colonial
                  territory.  But emigrants needed
                  incentive.  Over-population and
                  the greenhouse factor didn't seem
                  to be enough; but owning a human
                  look-a-like had lots of appeal.
                  It was big industry, the competition
                  was stiff and Tyrell was top of the
                  line.

        EXT. TYRELL CORPORATION - DAY                           31

        The spinner gently touches down.  The hatch drops open
        and Deckard steps out.

                                DECKARD (V.O.)
                  His claim to fame was making a
                  product more human than human and
                  sometimes the 'more' turned out to
                  be a problem.  This wasn't just an
                  escaped andy who broke his owner's
                  arm -- there were twenty-eight
                  people dead and the pressure was
                  on.

        INT. TYRELL CORPORATION - DAY                           32

        Deckard walks up to a desk, hands his I.D. to a guard
        who checks it against a list on a screen.

                                DECKARD (V.O.)
                  But so far they'd always managed
                  to keep it quiet.  Not to say
                  that once in a while there wasn't
                  bad publicity.  Some fanatic
                  bitching about equal rights for
                  andies or an occasional trade union
                  proclaiming it was aun-American for
                  automatons to take jobs away from
                  humans on the colony.

        The guard hands Deckard back his I.D., pushed a button
        and Deckard walks away.

                                DECKARD (V.O.)
                  But what's more American than good
                  old supply and demand?  The
                  Government needed them, industry
                  made them and the church backed
                  them.  The big religious boys
                  said that Androids, no matter how
                  human, were objects; only God
                  could make people. I'm not religious,
                  but I was inclined to agree.
                  Otherwise I'd be out of a job.

        The elevator door slides open.  The young lady inside
        would look right standing on a cliff, hair blowing in
        the wind, looking out to sea in a 19th Century painting.

                                RACHAEL
                  Hello, Mr. Deckard.  My name is
                  Rachael.

        Deckard tips his head to her and steps in.

        INT. TYRELL CORPORATION ELEVATOR - DAY                  33

        No woman can be all things to all men, the Rachael comes
        closer than most.  The only trouble is she's all busi-
        ness.  Formidable without really trying.  Some beauty
        is better avoided and Deckard looks straight ahead.

        INT. TYRELL CORPORATION CORRIDOR - DAY                  33A

        The door slides open and they continue down the corri-
        dor.

                                 RACHAEL
                  It seems your department doesn't
                  believe out new unit is to the
                  public benefit.

                                 DECKARD
                  A humanoid robot is like any other
                  machine, it can be a benefit or a
                  hazard.  If it's a benefit, it's
                  not our problem.

                                 RACHAEL
                  But because your department can't
                  do an adequate job in detecting
                  the miniscule number at large,
                  it's a problem.  Correct, Mr.
                  Deckard?

        INT. TYRELL CORPORATION - AIR-FILTERED CORRIDOR - DAY   33B

        They pass into a canopied, air-filtered corridor.
        Deckard doesn't answer the question because he's looking
        at the animals.  Small northern animals in neat "en-
        vironmental" cages.  He looks at the rabbit, the raccoon
        and the squirrel, but the owl asleep on its perch stops
        him.  The armed guard at the exit never takes his eyes
        off them.

                                RACHAEL
                  You like our owl?

        Deckard nods.  Rachael claps her hands.  The owl opens
        its yellow eyes and blinks at them.

                                DECKARD
                  It's artificial?

                                RACHAEL
                  Of course not.

        Hands thrust in her pockets, she strides off towards
        the exit without looking back.

        The exit is another tube.  Just big enough for two.  No
        room for excess.  He tries to ignore her cool appraising
        stare.

                                RACHAEL
                  You're in a very unique position,
                  Mr. Deckard.  You could affect the
                  future of this entire organization
                  according to how you work your
                  little test.

        Deckard has nothing to say.

                                RACHAEL
                  Are you apprehensive?

                                DECKARD
                  Why should I be?

                                RACHAEL
                  For the responsibility of your
                  power.  Being a police bureaucrat,
                  you've got more than your share.

        The door slides open.  Deckard looks down at her.

                                DECKARD
                  You got it wrong, girl.  I work
                  with the bureau not for them.

        He lets it sink in.

                                DECKARD
                  My job isn't to detect
                  malfunctioning andies, it's to
                  eliminate them.  The more the
                  better.

        He walks out of the elevator first.

        INT. INNER SANCTUM OF DR. TYRELL - DAY                  34

        The office is dimly lit, but highlights of resilience
        reside in the luster of the antique furnishings, like
        glimmers of gold in a darkened mine.  Dr. Tyrell is a
        fragile man of power, with that look of "youth" obtained
        from steroids and surgery.  Dapper and trim, he leans
        against the desk looking at an old fashioned pocket
        watch.  The only sound is the insidious PERKING of COFFEE
        BREWING in the background.

        Tyrell taps a sensor on his desk.  The door in front of
        Deckard and Rachael slides open.  They enter a vestibule
        and face another door, this one befitting the decor of
        the office, Tyrell slips the watch into his pocket as
        they enter.

                                RACHAEL
                  Mr. Deckard.  Dr. Eldon Tyrell.

                                TYRELL
                  How do you do, Mr. Deckard.  Please
                  sit down.  Would you care for a cup
                  of coffee?

                                DECKARD
                  Thanks.

                                TYRELL
                  Black?

                                DECKARD
                  Please.

        Tyrell pours from an old time sylex into small china
        cups and hands one to Deckard.  The congenial light in
        his eyes could almost pass for warmth -- dragon warmth.

                                TYRELL
                  Somehow, I didn't expect that the
                  man who did the dirty work would
                  be the man to do the technical
                  work.  Here you are, Mr. Deckard.

        He hands Deckard a cup of coffee.

                                TYRELL
                  Is this to be an empathy test?

                                DECKARD
                  Yes.

                                TYRELL
                  Capillary dilation of the so-called
                  blush response?  Plus fluctuation
                  of the pupil, plus involuntary
                  dilation of the iris?

        Deckard nods.

                                TYRELL
                  May I ask a personal question?

                                DECKARD
                  Go ahead.

                                TYRELL
                  Have you ever retired a human by
                  mistake?

                                DECKARD
                  No.

                                TYRELL
                  But in your profession that is a
                  risk.

                                DECKARD
                  Nothing is infallible, but so far
                  the Voight-Kampff scale bas been
                  foolproof.

                                TYRELL
                  Like you said, Mr. Deckard, a
                  machine can be a hazard.  The
                  Voight-Kampff scale is a machine,
                  isn't it?

                                DECKARD
                  One that relies on human
                  interpretation.  Where's the
                  subject?

                                TYRELL
                  Sitting next to you.

        Deckard stares at Rachael, then back at Tyrell.  Delighted,
        Tyrell takes a cup of coffee.

        Accepting the challenge, Deckard opens his briefcase and
        starts fishing out the apparatus.

        THE VOIGHT-KAMPFF                                       35

        Rachael's eye fills the screen, the iris brilliant, shot
        with light, the pupil contracting.

                                DECKARD'S VOICE
                  Ready.

                                RACHAEL
                  Go ahead.

        In the soft green glow of the dials, the needles in both
        gauges are at rest.  Dr. Tyrell stands silhouetted behind
        Deckard, who sits in front of Rachael, a pencil beam
        trained on her eye.  Wire mesh discs are attached to her
        cheeks.

                                DECKARD
                  You're given a calfskin wallet
                  for your birthday.

        The needles in both gauges swing violently past green to
        red, then subside.

                                RACHAEL
                  I wouldn't accept it.  Also, I'd
                  report the person who gave it to
                  me to the police.

                                DECKARD
                  You have a little boy.  He shows
                  you his butterfly collection, plus
                  the killing jar.

        Again the gauges register, but not so far.

                                RACHAEL
                  I'd take him to the doctor.

                                DECKARD
                  You're watching T.V. and suddenly
                  you notice a wasp crawling on your
                  wrist.

                                RACHAEL
                  I'd kill it.

        Both needles go to red.  Deckard makes a note, takes a
        sip of coffee and continues.

                                DECKARD
                  In a magazine you come across a
                  full-page photo of a nude girl.

                                RACHAEL
                  Is this testing whether I'm an
                  android or a lesbian?

                                DECKARD
                  You show the picture to your husband.
                  He likes it and hangs it on the wall.
                  The girl is lying on a bearskin rug.

                                RACHEL
                  I wouldn't let him.

                                DECKARD
                  Why not?

                                RACHAEL
                  I should be enough for him.

        Deckard frowns, then smiles.  His smile looks a little
        like a grimace or the other way around.

                                DECKARD
                  You become pregnant by a man who
                  runs off with your best friend,
                  and you decide to get an abortion.

                                RACHAEL
                  I'd never get an abortion.

                                DECKARD
                  Why not?

                                RACHAEL
                  That would be murder, Mr. Deckard.

                                DECKARD
                  In your opinion.

                                RACHAEL
                  It would be my child.

                                DECKARD
                  Sounds like you speaks from
                  experience.

        He notes the needles.  One goes green and the other
        remains inert.

                                DECKARD
                  Last question.  You're watching
                  an old movie.  It shows a banquet in
                  progress, the guests are enjoying
                  raw oysters.

                                RACHAEL
                  Ugh.

        Both needles swing swiftly.

                                DECKARD
                  The entree consists of boiled
                  dog stuffed with rice.

        Needles move less.

                                DECKARD
                  The raw oysters are less acceptable
                  to you than a dish of boiled dog.

        Deckard moves the adhesive discs from her cheeks and
        switches off his beam.

                                DECKARD
                  Lights please.

        The lights come on.

                                TYRELL
                  Well?

                                DECKARD
                  If she is, the machine works.

                                TYRELL
                  The machine works.  She is.

        Rachael sits very still.  Except her eyes -- they go to
        Tyrell and hang on.  He stares back at her as he speaks.

                                TYRELL
                  How many questions did it take?

                                DECKARD
                  Thirteen.

        Rachael sits rigidly in her chair, as the ground crumbles
        around her, her big mermaid eyes locked with Tyrell.
        His voice is quiet and strong, mesmerizing.  She's hang-
        ing by a thread.

        Deckard watches with a bas taste in his mouth.

                                DECKARD
                  She didn't know?

                                TYRELL
                  Memory implant.  She was programmed.
                  But I think she has transcended
                  her conditioning.  I think she was
                  beginning to suspect.

        Rachael nods fixedly.  Careful not to let go her grasp.

                                TYRELL
                  How many questions does it usually
                  take, Mr. Deckard?

                                DECKARD
                  Five, maybe six.

        Slowly, carefully, Tyrell unlocks his gaze from Rachael
        and turns towards Deckard, who is starting to put away
        his equipment.

                                TYRELL
                  You're going to have to be on your
                  toes, my friend.

        Deckard glances back at him.

                                TYRELL
                  It's a complex problem and we
                  wouldn't want anything to happen
                  to you.

        Less of a man might shrink at the end of Deckard's look,
        but not Tyrell.

                                TYRELL
                  For the good of all, I recommend
                  you take Rachael with you.
                  Considering her uniqueness, I'm
                  sure she could prove quite helpful.

        Deckard almost smiles at the nasty power of Tyrell's
        style.  He turns away and starts packing up the Voight-
        Kampff.

                                DECKARD
                  No thanks.

        Deckard is ready to go.

                                TYRELL
                  And how is it one man will be able
                  to cover so much ground?

                                DECKARD
                  Discreetly.

                                TYRELL
                  All pertinent information is
                  being fed into your departmental
                  computer, an Esper 231 -- I
                  believe -- and a photo over-lay
                  packet is being produced.

        Deckard opens the door.

                                TYRELL
                  Mr. Deckard, I think it would be
                  wise to reconsider my offer.

        Rachael sits there very pale and expressionless, her
        feet flat on the floor, alone is the word.

        Trying to keep the fury out of it, Deckard's voice
        comes out in a whisper.

                                DECKARD
                  I work alone.

        On the last word, Rachael glances up at him and Deckard
        turns away. The outer door slides open and he goes
        through it.

        INT. TUNNEL - NIGHT                                     36

        As seen through the windshield from the passenger side
        of a vintage Dusenberg.  The headlights cut through the
        dark, illuminating a narrow strip of mountain road.  A
        downgrade.

        A sign slides by stating:  "Caution Curves Ahead."
        Good advice considering the sheer nightmare of a drop
        to the right and the wall of solid rock to the left.

        The steady HUM of the ENGINE and the HISS of the TIRES
        will remain, but the location suddenly changes to:

        INT. ROOM - NIGHT                                       37

        A pleasant place of soft light and domestic charm.  The
        young lady in the short dress is vacuuming the rug.
        Her back to the viewer.  As she bends over to vacuum
        beneath the couch, exposing her beautiful ass, an
        admonishment from a resonant and slightly tired MALE
        VOICE intercedes.

                                VOICE
                  Let's keep our eyes on the road,
                  Deckard.

                                DECKARD'S VOICE
                  Sorry.

        Abruptly the VIEW FLASHES BACK TO:

        INT. TUNNEL - NIGHT                                     38

        The moon is up there slicing through the trees, strobing
        over the hood of the car.  The road is getting steeper
        and the corners sharper.  Rags of mist skim by as the
        Dusenberg picks up speed.  It is becoming a riveting
        ride, but the passenger's mind moves elsewhere.

        EXT. WOODS - DAY                                        39

        Swift, soft clouds overhead.  In the cold shine of
        the icy light,the viewer walks down an aisle of maples
        and beeches, their clean hard limbs deflecting the
        frosty light, and underfoot the crisp, blue-white snow,
        melted through in spots, exposing soggy patches of rich
        brown earth.

                                VOICE
                  Come on, stay with the machine.

        INT. TUNNEL - NIGHT                                     40

        The Dusenberg is going faster now, headlights eating
        up the road.  Rushing the corners in gut wrenching four-
        wheel drifts.  Not a pleasant sensation if you don't
        like roller-coasters.

        The Dusenberg slides out of a corner and faces a couple
        hundred yards of straightway leading to the next bend.

        Good place for a breather, but the driver shifts into
        high and screws on.

        EXT. LAKE - DAY                                         41

        Cold and gray.  The current running strong.  The nose
        of a kayak points through the swells, the viewer paddling
        for the shore.

        This is cold remote country, wild and untouched.  A sky
        bluer than the Madonna's cloak.  The kayak banks and
        the viewer steps out, moving over the sandy beach
        towards a little camp.

                                VOICE
                  We're going to have to start the
                  sequence again if you don't stay
                  with me, Deckard.  Concentrate.

                                DECKARD'S VOICE
                  How do you know I'm not?

                                VOICE
                  You're not responding to the
                  stimulus.  I can see right here,
                  I'm not getting a reading.

                                DECKARD'S VOICE
                  I'm tired of this.

                                VOICE
                  Almost through.

        INT. TUNNEL - NIGHT                                     42

        In the Dusenberg the driver turns to look at the passen-
        ger, his specter-like face obscured by shadow, but by
        the glint of teeth, he must have just smiled.  And the
        passenger's view snaps back to the road.

        Suddenly another pair of headlights round the approach-
        ing bend.  Large ones, of a bus or a truck.  Blinding.

        The Dusenberg is going too fast to stop.  No room to
        pass.  HORNS BLAST.  The Dusenberg brakes, goes into a
        broadside skid.  The hands of the passenger reach out
        and grip the mahogany dash.  Brakes locked, TIRES
        SCREAMING, skidding.  The Dusenberg tears through the
        railing and plunges into space.  The last view of the
        passenger is pure vertigo.  Silence.

        INT. DOCTOR WHEELER'S OFFICE - AFTERNOON                43

        The good doctor is bending over his glass-top desk which
        resembles a pin-ball machine.  Displayed under its
        surface is a network of crisp electronic symbols and
        read-outs indicating the results of the test.

        Deckard detached the patches from his forehead, which
        it a little damp, but other than that, he looks no
        worse for wear, stands up to stretch and walks over to
        the doctor's desk.

                                DECKARD
                  So how did I do?

        Dr. Wheeler is a thin boney man, aloof but a promise
        of compassion in his sunken eyes.

                                WHEELER
                  Nerves of steel.

                                DECKARD
                  No rust?

                                WHEELER
                  I didn't say that.  Your motivity
                  rate checked out a little slower
                  than last time.

                                DECKARD
                  Meaning?

                                WHEELER
                  Meaning you don't run as fast as
                  you used to.

        Deckard starts to dress.

                                WHEELER
                  During the road test...

                                DECKARD
                  Yeah?

                                WHEELER
                  Your mind kept wandering.  That
                  bothered me.

                                DECKARD
                  Huh huh.

                                WHEELER
                  Considering the nature of your
                  work, that could be unhealthy.

                                DECKARD
                  True.

        Wheeler studies his "desk" for a moment and his finger
        comes down on the section illuminating Deckard's simple
        statistics.

                                WHEELER
                  You got a birthday coming up.

        Deckard bends over slipping on his shoes.  Wheeler looks
        up, concerned.

                                WHEELER
                  But you haven't put in for
                  emigration.

                                DECKARD
                  Nope.

                                WHEELER
                  You're going to be over the limit.

                                DECKARD
                  Listen, I could make you a long
                  list of complaints about this
                  fucken city but I still rather be
                  here than up there.

                                WHEELER
                  What if you change your mind?

                                DECKARD
                  They'll change the limit before
                  I change my mind.

                                WHEELER
                  You sure?

                                DECKARD
                  Never been more sure of anything
                  in my life.

        Deckard is ready to go.  Looking at Wheeler, a little
        touched with his concern.

                                DECKARD
                  Why didn't you go?

                                WHEELER
                  Too old.

                                DECKARD
                  But if you could?

        Wheeler considers it a moment, smiles and shakes his head.

                                WHEELER
                  My job is here.

                                DECKARD
                  Me too.

        They shake hands and Deckard walks.

        INT. SEBASTIAN'S APARTMENT - LATE AFTERNOON             44

        The referee is bouncing around the ring, trying to keep
        up with the two Mexican light-weights pounding the shit
        out of each other.  If not for the fuzz and the silence,
        the audio on the holoscope is off, you might think
        you were ringside at the Garden.  It's a good fight but
        Pris isn't watching.

        She's got her feet up on the couch painting her toe
        nails.  The room is so quiet you can almost hear the
        polish.  She starts on her fourth toe when a NOISE
        form above STOPS HER

        It sounded like a CREAKING of a FLOOR, but so quiet,
        sudden and over so fast it's hard to be sure.  She
        stares at the ceiling a moment, then glances at
        Sebastian.

        On the other side of the room, in his own world,
        Sebastian is peering into his magnifier, soldering
        gossamer strands with a laser.

        Pris has crossed the floor and is closing the door
        quietly behind her.  If the animoids nestled around
        the ledges of the room are capable of noticing, they'd
        be the only ones in the room who did.

        INT. CORRIDOR - SEBASTIAN'S APARTMENT - LATE AFTER-     45
        NOON

        Pris moving smoothly past the doors, some of them open
        and warped offering sights and shadow and decay.

        INT. FIRE STAIRS - SEBASTIAN'S APARTMENT - LATE AFTER-  46
        NOON

        The gloom in here is like the light of the empty well.
        Her feet against the metal steps reverberate in the
        hollow silence.

        INT. THE FLOOR ABOVE SEBASTIAN'S APARTMENT - LATE       47
        AFTERNOON

        She's running now, down the hall, stops at the apart-
        ment directly above Sebastian's and opens the door.

        INT. APARTMENT ABOVE SEBASTIAN'S APARTMENT - LATE       48
        AFTERNOON

        Mary turns her head as Pris comes in.  She's sitting in
        a chair.  The only piece of furniture in the room.
        It's broken and tilts at a funny angle.  She nods and
        Pris nods back.

        Batty is lying on his back, rolling his head slightly
        from side to side like he's soothing a stiff neck.

                                BATTY
                  What's going on down there?

                                PRIS
                  He's not ready yet.

                                BATTY
                  When?

                                PRIS
                  Tomorrow, he says.

        Batty nods he can't wait.  Pris glances at Mary and
        gives a frigid little smile.  Pris backs out and closes
        the door behind her.  Batty blows air through his
        nostrils.  Like an animal.

        EXT. DECKARD'S CAR - FREEWAY - NIGHT                    49

        The sky is streaked with remnants of a lingering dusk.
        Prisms of light flash over the sheen of Deckard's car
        as he cuts off the freeway and sweeps down the off-
        ramp curve.

        EXT./INT. CAR - STREETS - NIGHT                         50

        Moving through the dark city streets.  Deckard turns a
        corner and guns it up a long, steep hill.

        EXT. STREET - DECKARD'S APARTMENT - NIGHT               51

        At the top of the hill the car pulls into a drive and
        disappears into the subterranean garage of a high-rise.

        INT. CORRIDOR DECKARD'S APARTMENT - NIGHT               52

        He's coming down the hall carrying a foil wrapped
        plastic plate and stops in front of his door.  It's
        riddled with locks.  He slips a small device out of
        his pocket, aims it at the door and the locks unlock,
        the bolts slide open.  He walks in and kicks the door
        shut behind him.

        INT. DECKARD'S APARTMENT - NIGHT                        53

        He slips on the light and crosses the front room.
        Deckard is a pack rat -- hard to tell if he just moved
        in or is just moving out.

        As he enters the kitchen, the SOUND of SOMEBODY BEHIND
        him causes him to whirl around fast, hand snapped out
        in front of him, gun already in it.  Rachael almost got
        shot.  But she's unruffled, a little pale maybe, but
        direct as ever.  There's a long, chilly moment, then
        she almost smiles as her eyes move to the plate on the
        floor.

                                RACHAEL
                  Was that your dinner?

        Deckard looks down at the over-turned plate and nods.

                                RACHAEL
                  I'm sorry.  I called and found out
                  you were on your way home.  These
                  were already delivered to your
                  department but I thought you
                  should have copies as soon as
                  possible.

        She's holding out a cassette the size of a cigarette
        pack.  But it's taking Deckard's adrenalin time to
        recede.

                                RACHAEL
                  It's the Nexus information you
                  wanted.

        He takes the cassette, but a man with so many locks
        must be wondering how they were gotten through so easily.
        He doesn't even want to ask.

                                DECKARD
                  Thanks.

        He realizes he's still got the gun aimed at her and
        sticks it back in his belt and they're left staring
        at each other.  The situation makes awkward silence.
        At least for him.  She's looking at him like she's
        got something to say but isn't saying it.

                                DECKARD
                  Is there anything else?

                                RACHAEL
                  I know you think it complicates
                  your work, but I'm here to help.

                                DECKARD
                  I've already got more help than
                  I need.

                                RACHAEL
                  I think you need more help than
                  you've got.

        He doesn't, but she's not backing off.

                                RACHAEL
                  There's two reasons a man rejects
                  help.  Either because he's so good
                  at what he does he doesn't think
                  he needs it, or he's so insecure
                  he can't admit it.

                                DECKARD
                  Sounds like I'm an ass-hole either
                  way, but the answer is still no.

                                RACHAEL
                  Two of us might be more effective
                  than one.

                                DECKARD
                  I work alone.

        She smiles.

                                RACHAEL
                  No you don't.

        She lets it sink in.

                                RACHAEL
                  You use your equipment, don't you?

                                DECKARD
                  So?

                                RACHAEL
                  So, I'm a piece of equipment.
                  Use me.

        It's a strong look that passes between them -- a long
        one.  Maybe if he were on firmer ground he might do
        something about such an offer but...

        Deckard's eyes follow her down as Rachael bends to
        the floor and starts picking the food off the rug, put-
        ting it back on the plate.

                                DECKARD
                  That's okay, I'll get it...

        He bends down to help, but she's already done it.
        Their heads a few inches apart.  Something in her eyes
        diminishes the distance even more.

                                RACHAEL
                  Do I make you nervous?

                                DECKARD
                  Yeah.

                                RACHAEL
                  I'm sorry.

        And she is.  And suddenly he is too.  She hands him the
        plate and they stand.  She's looking at the floor,
        almost shy, then she looks up and he's watching her.
        She says it plain and simple.

                                RACHAEL
                  It's strange to suddenly realize
                  that what you thought was your
                  life is actually someone else's
                  fabrication.

        Deckard nods.  He feels it, but doesn't know what to
        do about it.

                                DECKARD
                  I can imagine.

                                RACHAEL
                  Can you?  I couldn't.

        These are not some of Deckard's finer moments.  But she
        doesn't seem to notice.

                                RACHAEL
                  A part of me is glad.  I think I
                  feel more.  I don't like who I was
                  before.

        Deckard nods, waits the respectable interval and is
        glad to have a plate to take into the kitchen.

        In the scrambled sanctuary of his kitchen Deckard looks
        around for a place to put the plate, but things have
        piled up on him in here.  He contemplates the refrig-
        erator.

                                DECKARD
                  So why do you think they were
                  after their records.

        He's a lot more comfortable talking shop.

                                RACHAEL
                  They probably want to find out
                  when they were made.

                                DECKARD
                  Right.

        He dumps his dinner in the garbage and comes back out.
        She's writing something on a card.

                                RACHAEL
                  I guess the date of your birth is
                  important if you know you're not
                  made to last.

        No way he can keep his foot out of it.  She looks up and
        hands him the card.

                                RACHAEL
                  That's my number.  If you need me.

        She goes to the door, opens it but hesitates before
        going through.

                                RACHAEL
                  You better get better locks --
                  if you want to keep me out.

        She looks back at him and smiles -- the smile says
        she's talking about all kinds of locks.  Deckard looks
        like he might ask her to stay, but...

                                RACHAEL
                  Good night.

        And she's gone.

                                DECKARD
                  Night.

        He looks down at the number.  It's the back side of a
        snapshot.   He turns it over.  The picture of a man
        and a woman.  The little girl between them looks like
        a six-year old Rachael.

        INT. DECKARD'S APARTMENT - NIGHT                        54

        He's sitting in front of his console studying pictures
        of Nexus Sixes at they appear, blank-faced, hairless
        and unadorned on his monitor.

        The over-lay machine is transforming each image with
        instant attributes; hair, moustaches, teeth, eye colors,
        age, youth, hats, glasses, etc.  All in rapid succession,
        running the gambit from ominous to beautiful.

                                DECKARD (V.O.)
                  The possibilities were infinite.
                  They could change their appearances
                  but not their future.
                  Like she said, it was short.
                  Longevity is what they were after.
                  The garbage man even wanted a past.
                  Poor fuck.  I'd check it out but
                  I knew she was right.  The market
                  worked on turn-over.  Built-in
                  obsolescence was the name of the
                  game.  That meant her too.  It
                  was something I didn't want to
                  think about.

        On top of the monitor there's an open can of beans with
        a spoon stuck in it.  Deckard puts out his cigarette
        and reaches for them as the PHONE RINGS.

                                DECKARD
                  Yeah.

                                BRYANT
                  Bryant here.  Regarding the
                  rundown you requested on job
                  applicants, Esper's concluded that
                  the only irregular category that
                  Tyrell's got is the entertainment
                  section.  You better get on it.

                                DECKARD
                  I was just about to have my dinner.

                                BRYANT
                  If you hurry you'll get back
                  before it gets cold.  I got a
                  spinner on your roof in five
                  minutes.  Good luck.

        Deckard hangs up and looks at the beans.  He didn't
        want them anyway.  He gets up and walks to the bedroom.
        Looks through the pile of clothes on the floor, finds
        his ankle laser and straps it on.

        EXT. CITY - BIRD'S EYE VIEW - NIGHT                     55

        The spinner skirts through the canyons of the city.
        Deckard, sitting in the contoured seat, watches the
        maze of suspension bridges, platforms and catwalks
        swing by below.  The tops of larger buildings shimmer
        with advertisements and weather announcements.

        INT. SPINNER - OVER CITY - NIGHT                        56

        Deckard is cruising low and slow over the city listen-
        ing to Esper.

                                EPSER
                  Nexus designated Rachael is a
                  prototype.  Created for in-house
                  use by special mandate form the
                  Scientific Development Regulatory
                  Committee.  Will live conventional
                  term -- no para-physical abilities.

                                DECKARD
                  What is a conventional term?

                                ESPER
                  Four years.  Which would make her
                  termination date...

                                DECKARD
                  Never mind.  Do they have that
                  knowledge?

                                ESPER
                  Longevity is classified.  No.

        Back to business.

                                DECKARD
                  Okay, gimme a run-down on the
                  three females.

                                ESPER
                  Nexus designated Mary:  incept
                  November 1 2017, domestic
                  conditioning non competitive,
                  trained for day care position.

                                DECKARD
                  Next.

                                ESPER
                  Nexus designated Pris:  incept
                  data December 13 2017, competitive,
                  programmed to provide pleasure
                  for long term spacers.

                                DECKARD
                  Number three.

                                ESPER
                  Nexus designated Zhora:  incept
                  June 13th 2017, athletic
                  conditioning, highly competitive,
                  special abilities in the
                  entertainment field.

        EXT./INT. SPINNER - LANDING AREA - NIGHT                57

        Deckard taking it down.  About to pull it in an already
        crowded lot, but the sign flashes "FULL."  Deckard
        doesn't believe in signs; is about to set it down any-
        way when a Chicano in a fluorescent coat runs out and
        waves him off.

                                DECKARD
                  Fuck.

        Pissed, Deckard veers away and buzzes low over and
        around the roof tops, all dark and cramped -- not a
        lot of room around here.

        EXT. ALLEY - NIGHT                                      58

        Finally brings it down between two buildings hardly
        enough clearance, but he jockeys the machine into an
        alley, touches down and runs it slowly along the surface
        -- parking it by a sign that says "NO PARKING."

        EXT. STREET - TAFFEY'S BAR - NIGHT                      59

        Not many people.  Wind blowing.  A nest of garish
        small-time clubs.

        Deckard emerges from one, goes into the next.  The
        pulsing neon over the entry says "TAFFEY'S BAR."

        INT. TAFFEY'S BAR - NIGHT                               60

        Crowded in here.  BONGO MUSIC.  Deckard is at the bar
        sitting next to a big-bellied man in a black beard who's
        looking through a viewer.  On the small stage in the
        background AMAZING RAMA is eating razor blades, a part
        of her juggling routine.

        Deckard leaves the bar and walks down a hall towards a
        door at the rear.

        INT. TAFFEY'S OFFICE - NIGHT                            61

        Taffey's what's referred to in the trade as a "Chicken
        Hawk" collector of young girls.

        It must be so, there's one in the bed.  Thin, pale,
        about thirteen years old, eyes rolled up under her
        fluttering eyelids, wires attached to her forehead,
        lying flat on her back in Taffey's crowded little
        room.

        Taffey's a little fella with wide hips and narrow
        shoulders, wears a jet black toupe and has a face like
        a seal.  But at the moment he's not present.

        There's a KNOCK at the DOOR, then the SOUND of a TOILET
        FLUSHING.  Taffey comes out of the bathroom, heart
        pounding under his polyester bathrobe, and approaches
        the door like the guilty fucker he is.  He looks through
        the peeper.

        Deckard is out there holding up his I.D.

                                DECKARD
                  Taffey Lewis?

                                TAFFEY
                  Yes?

                                DECKARD
                  Can I come in?

        There is a pause lasting the time it takes Taffey not
        to think of a way to say no.  The door opens and Deckard
        enters.  Except for the drool coming out of the corner of
        her mouth, and the fluttering eye-lids, Venus doesn't
        move a muscle.

                                TAFFEY
                  Excuse my niece there... She's
                  studying for an exam.

        Deckard takes the  Identikit hard copies our of his
        pocket and pushing some junk out of the way, fans them
        out on the table.

                                DECKARD
                  I'd like  you to take a look at
                  these pictures.

                                TAFFEY
                  Of course.

        Taffey bends down really close, peering at the pictures
        from about two inches away.

                                TAFFEY
                  You see I lost my contacts a
                  couple of days ago around here
                  somewhere and my sight is a
                  little... What am I supposed
                  to be looking for?

                                DECKARD
                  Do you recognize any of
                  them?

        He stops at Zhora.

                                TAFFEY
                  This one looks familiar, but
                  I don't know.  Naw.  There's
                  one came in today looks a
                  little like this one but...

                                DECKARD
                  What did she want?

                                TAFFEY
                  Who?

                                DECKARD
                  The girl that doesn't look
                  like that girl.

                                TAFFEY
                  Nothing.  She wanted to know
                  about suck night.

                                DECKARD
                  What night?

                                TAFFEY
                  I didn't know if I wanted to
                  handle her -- I already got
                  a snake act.  But my partner
                  goes down there to the Opera
                  House on suck night to book
                  the good ones.

                                DECKARD
                  What's suck night?

                                TAFFEY
                  That's what we call in the
                  trade, audition free-for-
                  alls and most of it sucks.
                  Bit I don't think that's
                  her.

                                DECKARD
                  You talking about the Opera
                  House on the Main?

        Taffey nods.  Deckard goes to the door and turns.

                                DECKARD
                  Book the good ones for where?

                                TAFFEY
                  Lots of places.  The tours,
                  the clubs, the Silicone shows,
                  private parties.

                                DECKARD
                  What shows?

                                TAFFEY
                  Silicone Valley.  Lots of
                  these science guys never
                  leave that place.  We book
                  two shows a month in there.
                  Those big time techs and bio-
                  guys might be real high zoners
                  up here, but when it comes
                  to the arts, they like it loud
                  and lewd.

        It's starting to get a little gooey.  Deckard tips his
        head good night and backs out of the door.

        INT. THE OLD OPERA HOUSE - NIGHT                        62

        Onstage four Mexican acrobats, in matching metallic
        jumpsuits roll head over heels in their rendition of
        a human wheel.  From the P.A. system the Announcer's
        voice blares through the cavernous theatre.

                                ANNOUNCER'S VOICE
                  Let's hear it for the Hermano
                  Brothers.

        Scattered APPLAUSE.  Hand in hand, the Hermano Brothers
        bow deeply, spring up and trot offstage.

                                ANNOUNCER'S VOICE
                  Next we're gonna see a little
                  charmer who keeps her dancing
                  partner in a basket!  She
                  comes to us all the way from
                  exotic Casablanca.  'Salome.'

        The old boys in the pit strike up a tinny version
        of "In a Persian Market" as SALOME dances onstage.
        She's a black-haired beauty in a scant belly dancer
        costume, a couple of pounds overweight but all in
        the right places.  She kneels ceremoniously center
        stage and sets the basket down before her.  Carefully
        removing the lid, she reaches in and lifts out a four-
        foot harlequin-patterned python.  Grinding her hips
        to the music, she rises, holding the coiling snake out
        like an offering.  Sounds of approval from the audience.
        The gold coins covering her breasts jingle and shimmer,
        as she weaves sensuously around the floor.

        INT. BACKSTAGE - NIGHT                                  63

        To scattered APPLAUSE, HOOTS and WHISTLES, Salome
        flounces offstage, the snake hung around her shoul-
        ders, looking limp, and makes her way through the
        narrow corridor to her dressing room.  She's about
        to enter when:

                                DECKARD
                  Excuse me, Miss Salome.

        She turns.  Deckard's posture and attitude suggest hum-
        ble, sleazy persistence.  He comes closer with his
        shit-eating grin.

                                DECKARD
                  I'd like to have a word with you
                  if I could.

        Salome stands almost six feet high in her high heels
        -- she looks down on him with the haughty suspicion
        of a chick who knows how to handle cheap hits.

                                SALOME
                  Yeah?

                                DECKARD
                  I'm with the American Federation
                  of Variety Artists...

        He holds up a hand as if to stop her from protesting.

                                DECKARD
                  Don't worry, I'm not here to make
                  you join -- that's not my department.

        He glances around like a guy who's not supposed to be
        there.

                                DECKARD
                  I'm an investigator for the
                  Confidential Committee on Moral
                  Abuses.

        She nods, taking it a little more seriously.

                                DECKARD
                  There's been reports of management
                  sexually abusing the artists in
                  this place.

                                SALOME
                  I don't know nothing about it.

                                DECKARD
                  You haven't felt yourself to be
                  exploited by the management in any
                  way?

        She's definitely puzzled.

                                SALOME
                  How do you mean 'exploited'?

                                DECKARD
                  Like to get this position.  Did
                  you or were you asked to do anything
                  lewd or unsavory or otherwise
                  repulsive to your person?

                                SALOME
                  Are you for real?

                                DECKARD
                  Oh, yeah.
                  You'd be surprised what goes on
                  around here.  I'd like to check
                  the dressing room if I could.

                                SALOME
                  What the fuck for?

                                DECKARD
                  For holes.

        This guy might be an asshole but he's funny.

                                SALOME
                  I don't believe this.

        She shrugs and they go in.

        INT. DRESSING ROOM - NIGHT                              64

        Musty and cramped.  A portable shower, a dressing table
        and not much else.  Salome takes the snake from around
        her shoulders and lays it on the dressing table.  Deck-
        ard watches it undulate into the warmth of the lights.

                                DECKARD
                  It that mother real?

                                SALOME
                  Of course he's not real.  You think
                  I'd be working here if I could
                  afford a real snake?

                                DECKARD
                  It's a good job.

                                SALOME
                  You mean the snake.

        Deckard nods.  There's not much costume to take off but
        she's doing it.

                                SALOME
                  The best.

                                DECKARD
                  Does it eat?

                                SALOME
                  Come on.

        His hand reaches out to touch it.  As his fingers make
        contact there's an electric "snap."  He jerks his hand
        back from the shock.

                                SALOME
                  Jeezus!

                                DECKARD
                  Sorry.

                                SALOME
                  Hey!  Do your job but don't wreck
                  mine, huh?

        She slides behind the screen and turns on the shower.
        Deckard starts creeping around pacing around the room
        like he's inspecting the walls.

                                DECKARD
                  They have their ways of doing
                  their dirty work without the
                  victim knowing what's going on.

        His eyes are moving over everything she's got.

                                DECKARD
                  You'd be surprised what a guy'll
                  go through to get a glimpse of a
                  beautiful body.

                                SALOME
                  I bet I would.

                                DECKARD
                  Little dirty holes the bastards
                  drill in the wall so they can
                  watch a lady undress.

        And to his amazement he actually spots one.  It's down
        low on the wall.  Not a good idea to turn his back on
        work but he can't resist.

                                SALOME
                  And what if somebody did try to
                  'exploit' me?  Who do I go to?

        Through the hole Deckard is looking at a pair of fat
        legs.

                                DECKARD
                  Me.

                                SALOME
                  And who do I go to about you?

        He looks back.  She's some out of the shower dripping
        nude.  She's taken off her black wig.  Her hair is
        short and blonde.

        Deckard recognizes her immediately from the identikit.
        He stares at her a moment too long.

                                DECKARD
                  Hmmmmm?

        Deckard grins and she returns it.

        She takes a towel off the table and starts to dry her
        body.  The snake noses through the cosmetics, tongue
        flicking trying to get back to its mistress.  Absently,
        she reaches out to stroke the snake and suddenly laughs.

                                ZHORA
                  You ever get the feeling things
                  aren't the way they seem?

        Her hand closes around the snake's head.  Deckard sees
        it coming but can't move fast enough.  She strikes him
        so hard it knocks him off his feet.  Before he hits the
        floor, she kicks him in the stomach.  The snake whistles
        through the air again as Deckard rolls out of the way.
        It slams down so hard it ruptures against the floor.
        He goes for his laser, but she's already out the door.

        INT. PASSAGEWAY - NIGHT                                 65

        Deckard bounds out of the room and sees her go through
        a door at the other end of the hall.  He sprints after
        her, arrives at the door and flings it open.  Black-
        ness.  The SOUND of her high heels CLATTER down the
        metal steps.

        EXT. STREET - OPERA HOUSE - NIGHT                       66

        It's raining heavily.

        The front of the Opera House is open only to foot traf-
        fic these days.  A bizarre place on a Friday night,
        hawkers and whores, the rabble, the poor and the cur-
        ious mill around the randy-built platforms and brightly
        lit stands.   Zhora, in just a raincoat, is not out of
        place in this flea market atmosphere.  Trying not to
        run, she slices through the mob as quickly as she can.
        Deckard is not far behind, dodging and side-stepping,
        trying to move against the tide of people scurrying for
        shelter.

        She comes to an intersection and turns out of the mall
        onto a less crowded street.  She glances over her
        shoulder as she breaks into a run and runs right into
        a couple of pedestrians.  All three go down.

        Deckard comes out of the crowd in time to spot her get-
        ting to her feet.  She sees him and runs.  The two ped-
        estrians are in his line of fire.  He runs past them
        and drops to one knee, leveling his laser.

                                DECKARD
                  Stop or you're dead!

        She doesn't.  The beam flashes through the air, but
        she's already around the corner.

        With his bottom lip between his teeth, it hurts to move
        so fast, Deckard jack-legs it into the street and jumps
        in front of the first car coming.  It screeches to a
        stop.  Deckard scrambles for the door, but the guy be-
        hind the wheel has other ideas.  He peels out fast.

        The next car slows down and swerves trying not to hit
        him.  Deckard goes for the door and before the old ma-
        tron inside can lock it, Deckard's yanked it open and
        jumps in.  She screams as he pushes her into the pas-
        senger seat and jams the car into a wrenching about
        face.  The lady squeals like a pig as the momentum
        plasters her against the door.

        Deckard slams it around the corner and guns it down the
        street.  It's long and it's empty and it's going by fast.
        Nothing the old lady cares to see -- she's got her hands
        over her eyes, whimpering, hoping she'll faint before
        she dies.

        Deckard takes the next left so hard he almost lays it
        over.  As the car bounces off the curb he floors it.

        Zhora's a hundred yards ahead, halfway down the street,
        trying to make it back into the crowded mall.  She's
        running fast, but the car is faster.

        As he passes her, Deckard hits the brakes and skids
        broadside seventy feet.  The door flies open and he
        rolls out FIRING.

        Zhora's ducking it with no where to go, except...

        The showcase window on her left EXPLODES as she crashes
        through.

        It's a corner shop joined to a series of stores, front-
        ing the mall.  Deckard runs to the opening she's made
        and pours FIRE through the tunnel of her jagged wake as
        Zhora breaks through one window after another, getting
        sliced, getting shot, trying to get away from Deckard's
        laser.  But she doesn't.

        His last shot burns a hole through the base of her
        skull.  It kills her but doesn't stop her.  Her speed
        takes what's left of her through the last two windows
        and into the street where she runs into a parked car
        with such force that she embeds herself in the side of
        it.

        Hunched over, breathing hard, Deckard comes slowly for-
        ward.  The crowd starting to gather.  There's something
        for everybody and they're coming from all directions.

        Deckard moves through them, edging to have a look.

        It's not a good thing to see.  It looks like Salome
        and the car tries to eat each other.  A bloody feast
        of metal and flesh.

        Deckard bows his head, sick, exhausted.  So much commo-
        tion he doesn't notice THREE COPS closing in from
        behind.

                                COP
                  Drop it!

        Deckard has his back to them.  They're fanned out and
        crouched, ready to fire.  Deckard drops his laser.  Two
        of them rush up, spin him around while the third does a
        frisk.

        TWO MORE COPS arrive, wary and wild-eyed, pushing the
        people back -- his is not a good place for cops.

        Deckard's ankle laser is discovered by the Cop frisking
        him.  With a snarl he pulls it out and hands it back to
        the SERGEANT covering the action.

                                SERGEANT
                  On your belly!

        Deckard's not in the mood for it.

                                DECKARD
                  Listen, Sergeant...

        He's reaching for his ID.  The Cop with the rubber
        billy hits him in the head.

        One thrill after another.  Somebody in the crowd YEOWLS.
        The last thing Deckard hears as he falls.  The Cop
        reaches inside Deckard's coat for the concealed weapon
        they missed, but it's an ID card.  He looks at it for a
        moment, then looks up.

                                COP
                  Hey, Sarge, this guy's a cop.

        An embarrassing situation.

                                SERGEANT
                  Clear this fuckin' crowd.

        The Cops start pushing.  And for one split second one
        of the crowd looks a lot like Leon.

        INT. OLD OPERA HOUSE - MEN'S ROOM - NIGHT               67

        Your standard low class crapper.  Bryant is planted
        firmly on the cracked tile floor next to the urinals
        rubbing his face, trying not to pop the clutch in his
        anger.  This is a public place, he doesn't want to
        yell.

                                BRYANT
                  Just because it's a Nexus 6 doesn't
                  change procedure.  A little known
                  fact can become a well-known fact
                  and part of our job, Deckard, is
                  to make sure that doesn't happen.
                  Now how can be do that if you blow
                  one away in front of a fuckin'
                  audience.

        It's not the sort of question that expects an answer.
        Deckard's washing his face in the basin hoping it'll
        all go away.

                                BRYANT
                  Well?

        Deckard looks up dripping, reaches for a paper towel.
        Bryant slaps one in his hand.

                                DECKARD
                  She was gonna get away.

                                BRYANT
                  Then let her get away.  I thought
                  you were a pro -- you're supposed
                  to be a fuckin' tracker!

        Bryant takes a couple of deep breaths.

                                BRYANT
                  I'd say you got a little carried
                  away.

        Deckard's voice is barely audible.

                                DECKARD
                  I didn't like her.

                                BRYANT
                  You didn't like her!?

        He slams the handle on one of the urinals.

                                BRYANT
                  You start liking or disliking
                  andies it's time to hang it up.

        The PLUMPING ROARS and SUCKS and DIES.  There's nothing
        to do but nod.  Deckard nods.  Poor bastard has had a
        rough night.  Bryant pulls a flask out of his coat and
        hands it to him.  Deckard puts it to his mouth and
        Bryant watches Deckard's Adam's apple like he's count-
        ing the swallows.  Deckard hands it back empty.  Bryant
        caps it, puts it back in his pocket.

                                BRYANT
                  Look, go home.  Get some rest.
                  Take an aspirin.

                                DECKARD
                  Yeah.

        Bryant shuffles out like an old bear.

        INT. OLD OPERA HOUSE - BAR - NIGHT                      68

        Cheap whiskey and bad wine.  That's the kind of place
        this is.  It's near closing.  But still a few at the
        bar.  Alcoholic silhouettes.

        In the b.g. Deckard comes down the passage from the
        men's room and stops at the phone.  He gets a number
        out of his pocket and calls it.  As he talks he leans
        against the wall, his body language intimate and chummy.

        Not much action at the bar other than somebody snoring
        and a dipso down at the end having a conversation with
        himself.

        Deckard hangs up, walks to the bar and straggles a
        stool.  The BARTENDER's a big lady with tits like sand
        bags and a voice that plays no favorites.

                                BARTENDER
                  I can't protect your drinks,
                  mister; while you was in the
                  potty, this hummer snatched it.

        Deckard glances at his stool-mate.  A huge MAN, slumped
        over the bar like a beached whale.

                                DECKARD
                  No problem.  Gimme another.

        The whale doesn't move, but it speaks, with a gravelly
        Russian accent.

                                RUSSIAN
                  Forgive me.  I thought was free
                  drink.  I will pay.

                                DECKARD
                  Forget it.

        But the big man's digging through his pockets.  Deck-
        ard's drink arrives and the Russian raises his head.
        It's a big melancholy face with a glint of warmth in
        his red-rimmed eyes and a smile that could melt your
        heart.  But it's Leon.

                                LEON
                  I think I have no money.

                                DECKARD
                  It's okay.  Forget it.

                                LEON
                  But I would like to buy you drink.

                                DECKARD
                  I'll but you one.  What'll you
                  have?

                                LEON
                  Vodka!

                                DECKARD
                  Shot of vodka, please.

                                LEON
                  Thank you very much.

                                DECKARD
                  My pleasure.

        Deckard brings out his smokes.  Offers one.  Leon takes
        it and they light up.  The drinks come.

                                LEON
                  Prosit.

                                DECKARD
                  Prosit.

        Down the hatch.  Leon slaps his glass on the bar, reach-
        es into his pocket, brings out a little match box and
        slaps that down too.  It's done with such pride that
        Deckard has to look.

                                LEON
                  You want to see my friends?

                                DECKARD
                  Sorry, don't have the time.

                                LEON
                  No problem.

        Leon smiles broadly and with ceremonious care opens the
        box and dumps three live cockroaches on the bar.

                                DECKARD
                  Those cockroaches?

                                LEON
                  Ya.

        Deckard looks interested.  One of them starts to scamp-
        er away, but Leon walls off the next with his huge hand.

                                DECKARD
                  How long you had these guys?

                                LEON
                  Two months.  But this one is not
                  guy.  It is girl.  His girl.

        Leon leans closer like he doesn't want the cockroaches
        to hear.

                                LEON
                  Usually Blackie waits until Igor
                  is eating; then, when his back is
                  turned, he tries to take advantage
                  of Anna.

        Deckard nods, definitely interested.  He signals the
        bartender for another round.  The drinks arrive.

                                LEON
                  Prosit.

                                DECKARD
                  Prosit.

        Down the hatch.  Their eyes meet at the bottom.

                                LEON
                  You never saw a cockroach make
                  love?

        Deckard shakes his head, but he'd like to.

        Leon smiles slyly.

                                LEON
                  We will try.

        Leon brings a cube of sugar out of his pocket and puts
        it on the bar.  They both lean down and watch intently.
        The drinks come and are put away, but the cockroaches
        are not cooperating.

                                LEON
                  It must be that he is not hungry
                  or maybe she is not hot.

        Leon is catching the roaches and one by one puts them
        back in their box.  He holds up the last and kisses it.

                                LEON
                  You like to kiss her goodbye.

                                DECKARD
                  No thanks.

                                BARTENDER
                  Make sure you take your girlfriends
                  with you when you leave.

        What neither of them notices is that between Leon's
        fingers, his stub of his cigarette is burning his flesh.

        Deckard lifts his glass, it is empty.

                                LEON
                  I like you.

                                DECKARD
                  I like you too.

                                LEON
                  One more, eh?

                                DECKARD
                  I gotta piss.

        Deckard gets on his feet, leans forward like a man in
        a stiff wind and stops.

                                DECKARD
                  I think I'll piss outside.

        Leon watches his walk a perfect straight line through
        the bar down the passage and out of the rear exit.

        EXT. ALLEY - OLD OPERA HOUSE - NIGHT                    69

        Deckard reels out.  The door swings shut and he's sober
        as hell and moving fast.  Around the big trash dumpster
        alongside the building, he plasters himself against the
        wall and his gun is out, aimed at the door.  He's in a
        good spot with a perfect line of fire.  Moments go by
        and he's glad for the time to steady himself.  The
        SOUND of his BREATHING, the HUM of the city and the
        quiet.

        Suddenly from behind, Deckard is swept off his feet and
        twirled around in Leon's bear-trap embrace.

        Leon lets go and Deckard hits the pavement, skidding
        hard enough to tear clothes and burn skin, but he rolls
        out of it and comes up with gun in hand; but Leon is so
        fast he's already there and kicks it out of his hand.

        Leon moves towards him, backing Deckard against the wall.

                                LEON
                  How come you know where Zhora was
                  so quick?

        His hand is lightning.  It shoots out, grabs Deckard's
        hair.

                                DECKARD
                  I showed pictures.  Somebody
                  recognized her.  I went to see.

        Deckard is pale.  The sweat is starting to run.

                                LEON
                  How old am I?

                                DECKARD
                  I don't know.

        The grip tightens and twists.

                                LEON
                  My birthday is April 10, 2015.
                  How long do I live?

                                DECKARD
                  Four years.

        He lets go.

                                LEON
                  More than you.

        Deckard's knees come up fast.  Leon's fist comes down
        faster, like a hammer.

                                LEON
                  Painful to live in fear, isn't it.

        Deckard is doubled over, hugging his thigh.

                                LEON
                  But that's how it is to be a
                  slave.  The future is sealed off,
                  he grovels, he waits.

        Even hurt, Deckard is fast.  He goes for his ankle gun,
        but Leon's got it out of his hand before he can even
        raise it and throws it down the alley.

        Deckard hurls forward, knocking him off balance, and
        scrambles to get away.  Leon grabs him by the foot,
        drags him back and jerks him off the ground.

                                LEON
                  Sex, reproduction, security, the
                  simple things.  But no way to
                  satisfy them.  To be homesick
                  with no place to go.  Potential
                  with no way to use it.  Lots of
                  little oversights in the Nexus 6.

        He slams Deckard into the wall.

                                LEON
                  I tell you, nothing is worse
                  than having an itch you can never
                  scratch.

        Deckard slides down the wall to his knees and huddles,
        protecting his head with his arms, waiting for the next
        one.

        Leon folds his big hands together and raises them over
        his head, pausing just a second to savor the satisfac-
        tion of smashing Deckard's skull.

        The spasm that runs through Leon's face is not from
        satisfaction.  It's the bullet that went through his
        neck.  He hits the ground hard, his big teeth biting
        the air like a rabid dog.  Dead.

        Rachael is standing in the alley.  Deckard lies there
        looking at her.  She comes slowly and quietly forward
        and drops Deckard's gun by his side.

        Deckard gets to his hands and knees and tries to get
        up, but can't quite manage it.  He looks up at her,
        panting, spits blood and almost smiles.

                                DECKARD
                  Like I said, I don't need your
                  help.

        After a long moment, she bends down to touch him.

                                RACHAEL
                  You look terrible, you know that?

        INT. DECKARD'S APARTMENT - BATHROOM - NIGHT             70

        He's lying in the tub with a drink, eyes half mast,
        water up to his chin, bruised and beat, but looking
        just a little wicked in his balmy luxury.

                                DECKARD (V.O.)
                  I knew a cop once who was involved
                  in a high-speed chase.  They shot
                  out one of his tires and he went
                  over a cliff at hundred and fifty
                  miles an hour.  They found him in
                  the morning with a broken skull,
                  six fractured ribs and second-
                  degree burns.  On the way to the
                  hospital he made a play for the
                  nurse.

        He takes a drink and clears his throat.

                                DECKARD
                  Hey!  I thought you were supposed
                  to be taking care of me.

                                RACHAEL'S VOICE
                  What do you need?

        He doesn't answer.  Lies there sipping his drink.
        Rachael comes in a little uncertain, a little droll,
        and stands there looking down at him.

                                DECKARD
                  Don't just stand there looking at
                  me.  It's not polite.

                                RACHAEL
                  What do you want me to do?

                                DECKARD
                  Sit.

        She sits on the edge of the tub.

                                DECKARD
                  Gimme your arm.

        She's wearing a short-sleeved dress.  It's a long, del-
        icate arm and Deckard holds it, inspecting it like a
        maestro with a Stradivarius.  He looks up at her.

                                DECKARD
                  You ever take a bath with a man
                  before?

                                RACHAEL
                  There's a lot I haven't done with
                  a man before.

        He's got her hand in the water and had begun to soap
        her arm.  Starting with her wrist and running the bar
        to her elbow, up and down, slow and slippery.  She
        watches, not quite sure of the ritual.

        He pulls her closer, and runs his hand up higher, mould-
        ing and pressing, working around her flesh, up and under
        her arm into the privacy of her dress.

                                RACHAEL
                  You're getting me wet.

        Oh, yes.  For a moment Deckard stares at her like some
        furry-legged satyr in rut, the fingers of his other
        hand rake through her hair and into the water she comes.

        INT. DECKARD'S APARTMENT - BEDROOM - MORNING            71

        The bed looks like it was hit by a storm and Deckard
        looks like something that was washed up in it.  He's
        spread out flat, face creased and puffed.

        His eyes squint open, but only for a moment.  His
        hands are more reliable.  They search over the bed,
        but find it bare.  He edges his head over the side,
        looking around for signs, but she's all gone.  He
        gets up in two stages, sits and then stands.  Then
        sits again, resting his head in his hands.

        INT. DECKARD'S APARTMENT - BATHROOM - MORNING           72

        Deckard's got his face in the mirror shaving it.  It's
        been a long night.  Nothing a new tongue and a trans-
        fusion wouldn't put right.  He moves a couple of inches
        to the left so his eyes have a view of the tub.

        INT. DECKARD'S APARTMENT - LIVING ROOM - MORNING        73

        Deckard is on the edge of the couch with the phone on
        his knees, the card with Rachael's number in his lap
        and having no luck.

                                RACHAEL'S VOICE
                  Sorry, I am not in at the moment,
                  but if you'll leave your name and
                  number I'll return your call as
                  soon as I can.

        That's not soon enough.  Deckard hangs up, puts the
        phone on the floor and leans back on the couch.

                                DECKARD
                  Fuck you, then.

        INT. MR. DEETCHUM'S APARTMENT - MORNING                 74

        The rooster perched on the chair spreading its scrawny
        wings, strains from the tips of its toes, crowing at
        the ceiling.  Between crows there's a TAPPING at the
        door.

        You might call this a "barnyard" apartment.  There's
        straw on the floor and several hens roosting against
        the back wall.  The front door opens a few inches and
        Sebastian pokes his head in.

                                SEBASTIAN
                  Mr. Deetchum?  Hello?

        Nobody seems to be home except his chickens.  As Sebas-
        tian enters, closing the door behind him, a goose
        charges out of the bedroom hissing and honking.

                                SEBASTIAN
                  Now, now, Waddles.

        Seeming to recognize Sebastian as no intruder, Waddles
        veers off from the attack.  As Sebastian crosses the
        room a pig peeks out from behind the couch.

                                SEBASTIAN
                  Hello, Wrigley.

        He goes to the chickens and collects some eggs, putting
        them into a bowl he's brought.  He puts down the bowl
        and reaching into his pocket carefully counts out the
        payment and puts the money on a plate.  He's about to
        leave but notices there's no water in the dispenser.

                                SEBASTIAN
                  Mr. Deetchum isn't taking very
                  good care of you people.

        Pouring from a jug on the table, he fills the dispenser
        with water, scatters a little grain on the floor, gets
        his bowel of eggs and leaves.

        Wrigley grunts and comes out from behind the couch for
        a long drink.

        INT. CORRIDOR - SEBASTIAN'S FLOOR - MORNING             75

        Sebastian arrives on his floor, walks down the hall to
        his apartment, opens the door, walks in.

        INT. SEBASTIAN'S APARTMENT - DAY                        76

        He turns to close door, comes face to face with Roy
        Batty.  Sebastian drops his bowl of eggs.  Batty's
        hand flashes out and catches it.

                                BATTY
                  Whoops.

        Smiling, Batty hands them back to Sebastian, who is
        too startled to speak.

        Pris runs up and gives Batty and Mary a big hug, steps
        back effusing and smiling, everybody's favorite teen-
        ager.

                                PRIS
                  This is my Uncle Roy, Sebastian.

                                BATTY
                  Hello, glad to meet you.

        He pumps Sebastian's free hand.

                                PRIS
                  And my Aunt Mary.

        Sebastian turns and there's Aunt Mary, modest and warm.

                                PRIS
                  And this is my savior, J.F. Sebastian,
                  everybody.

        Sebastian stands there with his eggs, bashful and ex-
        cited, the hero of this little family's warm attention.

                                BATTY
                  Can't thank you enough, Mr. Sebastian.
                  If you hadn't come along...

                                MARY
                  We were worried to death.  It's
                  awfully kind of you.

        Sebastian is nodding and smiling.

                                BATTY
                  We're not used to the big city.
                  Where we come from it's not so
                  easy to get lost.

                                MARY
                  You certainly have a nice place
                  here.

                                BATTY
                  Well stocked.

        Batty looks around admiringly.  Sebastian mumbles some-
        thing that sounds like "Thank you."

                                PRIS
                  Sebastian doesn't like to go out
                  too much.

                                SEBASTIAN
                  I keep a lot of provisions right
                  here.

                                BATTY
                  I like a man who stays put.  An
                  admirable thing to be able to
                  sustain yourself in these times.
                  You live here all by yourself, do
                  you?

                                SEBASTIAN
                  Well, no, not really.  There's
                  Mr. Deetchum, he's the watchman,
                  he lives on the first floor.

        Everybody nods.  A long pause.

                                MARY
                  We haven't found it easy, Mr.
                  Sebastian.

        They glance around the room, waiting for Sebastian to
        pick up the ball.

                                SEBASTIAN
                  How about breakfast, I was just
                  going to make some.

                                BATTY
                  If it wouldn't be too much of a
                  bother... a little bite to eat
                  would be...

                                SEBASTIAN
                  Oh, no bother, I'd be glad to.

                                BATTY
                  Well, actually

                                MARY
                  We're famished.

        Sebastian is truly happy.

                                SEBASTIAN
                  Okay, then.  You make yourselves
                  comfortable and I'll bring the
                  food right out.

        He disappears into the kitchen.  Batty looks happy with
        the way things are going.

                                BATTY
                  Charming.

        Pris comes up close.  Her tone muted but demanding.

                                PRIS
                  Well?

        Batty finds her attitude amusing, which makes her even
        more pugnacious.

                                PRIS
                  I want to know what's going on.

        There's a punitive edge to Batty's response.

                                BATTY
                  There's only three of us left.

        Pris is shocked.  Her whisper comes out a hiss.

                                PRIS
                  Then we're stupid and we'll die.

                                BATTY
                  Not if everybody is doing their
                  job here at home.  How are things
                  at home?

        A little spotted pig on the table sits up.

                                PIG
                  Home again, jiggidy jig.

        They all turn and stare at the pig.  Batty is delighted.

                                PRIS
                  I don't trust him.  I don't think
                  he knows what he's doing.

        The BELL-TONE from the microwave goes off in the kitchen.

                                BATTY
                  He knows what he's doing.

                                MARY
                  If he won't cooperate?

                                BATTY
                  Mr. Sebastian is a host who wants
                  to be appreciated.  We'll
                  appreciate him and he'll cooperate.

        INT. HOSPITAL CORRIDOR AND ROOM - DAY                   77

        Holden is laid out in an apparatus that resembles an
        iron lung.  A little above his head, facing him, is a
        bank of bio-feedback lights registering body functions.

        Deckard is in a chair sitting next to his friend.

        Holden has lost weight, his face is grey, he can't
        move his head, but he's smiling like the cat who ate
        the canary.

                                DECKARD
                  How are you doing, old man?

        Holden's voice is just a whisper -- the kind of whisper
        that comes out of the joker at the back of the class.

                                HOLDEN
                  I'm great.  I mean, I know I'm
                  not really great, but I feel just
                  great.  How you like my new suit?

                                DECKARD
                  Well, you don't have to worry
                  about getting it wrinkled.

        Holden's eyes close, his smile gets bigger and little
        spasms of laughter pump out of his mouth.

                                HOLDEN
                  Don't make me laugh.  It makes me
                  pee.

                                DECKARD
                  Sorry.

                                HOLDEN
                  Hey, it's okay.  I like to pee.
                  So how are you doing?

                                DECKARD
                  I'm doing okay.

                                HOLDEN
                  From what I hear you're doing
                  great.  Bryant tells me you're
                  going like a god damn one-man
                  army.  Making a lot of money, huh?

                                DECKARD
                  Yeah.
                         (pause)
                  But that's what I wanted to talk
                  to you about.

                                HOLDEN
                  Money?

                                DECKARD
                  No.  I got a problem.

                                HOLDEN
                  Let's hear it.

                                DECKARD
                  I think I'm starting to empathize
                  with these Nexus-sixes.

        Holden giggles.  Starts to laugh again.  A blue light
        on the panel begins to turn very bright.  They both
        notice it.

                                DECKARD
                  What's that?

                                HOLDEN
                  I'm taking a piss.

        They wait for the light to abate.

                                HOLDEN
                  Let me ask you something, Deck.
                  You been having intimate relations
                  with one of these units?

        Deckard doesn't deny it.  Holden smiles like a cherub.

                                HOLDEN
                  That's what I thought... one of
                  the liabilities of the trade --
                  you has sex with your prey, old
                  buddy.  That's bound to create
                  problems, unless you're a black
                  widow.

        Deckard has to wait for him to stop giggling.

                                DECKARD
                  What about -- not sex -- but love?

        Holden bites his bottom lip to keep the laugher out of
        his voice, but he can't.

                                HOLDEN
                  Love is just another name for sex.
                  Love is sexy and sex is lovely --
                  I don't care what you call it, an
                  android can't have it.

                                DECKARD
                  These aren't just...

                                HOLDEN
                  I know what they are, Deck --
                  Look, maybe they can pretend to
                  feel, but far as the raw, hot
                  emotions of the old heart -- no
                  way.

        Holden stops talking for a moment to get some air.

                                HOLDEN
                  Believe me, take it from an old
                  pro, no matter how good we get,
                  we're never gonna make an
                  artificial anything that can
                  feel.  It's a contradiction.
                  You might as well go fuck your
                  washing machine.

        Holden laughs, Deckard doesn't.

                                HOLDEN
                  Just go out there and keep up
                  the good work.

        Holden's whispers have become harder to hear.

                                HOLDEN
                  Got to save it, Deck, I'm getting
                  sleepy.  It's been good talking
                  to you.

        Deckard stands.

                                DECKARD
                  Thanks.

        But he's already asleep.  Deckard stands there a moment
        looking at him, then walks out.

        INT. DECKARD'S APARTMENT - DAY                          78

        He's sitting on the couch, glum, contemplative.
        There's a SOUND.  His eyes move to the door.  Those
        locks are opening again.  Rachael comes in.  Looks
        surprised to see him.  Him too.

                                RACHAEL
                  I told you I'd come back.

                                DECKARD
                  You did?

                                RACHAEL
                  You didn't hear me.  You were
                  sleeping.

        He likes that.

                                RACHAEL
                  Are you glad I'm here?

        He is.  She's spunky.  Hasn't seen this place in the
        daytime.  Pleased, he watched her move around the mess.
        She spots a little framed photograph.  Picks it up.
        It's a man with a shotgun and a boy holding up a quail.

                                RACHAEL
                  Who is this?

                                DECKARD
                  Me and my dad.

                                RACHAEL
                  Where is he?

                                DECKARD
                  Dead.

                                RACHAEL
                  Oh.

        She puts it down and comes to him.

                                RACHAEL
                  How come you're not on the job?

                                DECKARD
                  I am.  Part of my job is to sit
                  on a couch and try and figure
                  things out.

                                RACHAEL
                  How are you doing?

                                DECKARD
                  Not too good.

        She sits next to him.

        Pleased as hell, they both sit there staring straight
        ahead.  He looks at her.  She looks at him.

                                RACHAEL
                  What do people do in the afternoon?

                                DECKARD
                  If they are smart, they take
                  naps.

        INT. DECKARD'S BEDROOM - DAY                            79

        They're under the sheet.  Rachael is on her back, look-
        ing at the ceiling, hair sprawled like sea grass over
        the pillow.  Deckard lies next to her, a man studying
        a treasure.

                                RACHAEL
                  Do you dream?

                                DECKARD
                  Yeah.  Sometimes.

                                RACHAEL
                  I wish I could.

        His hand moves over her shoulder.

                                DECKARD
                  Wishing is a kind of dreaming.

        His hand goes under the sheet.

                                RACHAEL
                  I mean asleep.

        She feels good.  He moves closer.

                                RACHAEL
                  Did you cry when your father
                  died?

                                DECKARD
                  Yeah.

                                RACHAEL
                  That's another thing I can't
                  do.

        He kisses her lightly on the cheek.

                                RACHAEL
                  Nobody is freer than when he
                  dreams.  I read that.

                                DECKARD
                  It wasn't very good last night,
                  was it?

                                RACHAEL
                  I don't know, I have nothing
                  to compare it to.  I guess I
                  thought there was something
                  more to it.

                                DECKARD
                  What?

                                RACHAEL
                  I don't know... I think I missed
                  something.

                                DECKARD
                  Like?

                                RACHAEL
                  I'm not sure.  Is there a
                  secret?

        Her face is close.  She's looking right at him.  Her
        lips are right there.

                                DECKARD
                  I don't know.  If there is I'd
                  like to find it.

        Slowly their lips touch and his arms slide under her
        body.

        INT. SEBASTIAN'S APARTMENT - DAY                        80

        Batty, Pris and Mary sit at the table staring at their
        host.  Sebastian is staring back, his fork halfway to
        his mouth, looking from face to face.  Although nothing
        is being said, he's totally comfortable, as much at
        home with them as he is with his animoids.

                                BATTY
                  Why are you staring at us?

                                SEBASTIAN
                  You're just all so... so different.

        Batty nods his head, smiling, sending home the fact and
        Sebastian is certainly getting it.

                                BATTY
                  What, Sebastian?

                                SEBASTIAN
                  You're androids.

        A long pause.

                                PRIS
                  What makes you think so?

                                SEBASTIAN
                  You're all so perfect.

        Sebastian is smiling from ear to ear.

                                SEBASTIAN
                  What generation are you?

                                BATTY
                  Nexus - 6.
        
        Sebastian whistles.  Mary's head is shaking slightly.
        Pris gets up and moves to the couch.  Batty couldn't
        be more pleased.

                                BATTY
                  We can trust Sebastian, ladies.
                  He's been working with mechanisms
                  all his life.  He's a wizard and
                  a very perceptive man.

        Sebastian looks like a kid on Christmas Eve.

                                SEBASTIAN
                  Could you...

        His voice is trembling.

                                SEBASTIAN
                  Show me something?

                                BATTY
                  Like what?

                                SEBASTIAN
                  Like...

        Like a million things, but he's too excited to think of
        one.

                                BATTY
                  We're not computers, Sebastian,
                  we're physical.

        Pris perks up proudly.

                                PRIS
                  I think, therefore I am.

                                BATTY
                  Very good, Pris.  Now show him why.

        It's a command Pris is pleased to obey.  She sits quiet-
        ly a moment, hands folded in her lap, prim and proper.
        Mary doesn't like these displays, but Batty is beaming.

        Those hands in Pris' lap suddenly move, almost faster
        than the eye can see and slam down on either side of
        her, digging into the material with such ferocity that
        Sebastian jumps.  She plunges into the guts of the couch
        up to her elbows and comes up holding springs and stuff-
        ing.  Except for the clenched teeth, she is smiling like
        an angel.

        Sebastian is riveted, his eyes wide and astounded, like
        he's just seen the devil.  He laughs nervously, glad
        that the devil is a friend.

                                BATTY
                  We have a lot in common.

                                SEBASTIAN
                  You mean that you can't come here
                  and I can't go there?

                                BATTY
                  Not only that, but we have smiliar
                  problems.  Accelerated decrepitude.
                  But we don't want to die quite yet.

                                SEBASTIAN
                  Of course not.

                                BATTY
                  You could help us.

                                SEBASTIAN
                  I don't know much about biomechanics,
                  Roy.  I wish I did, but you're out
                  of my league.

                                BATTY
                  If we don't find help soon, Pris
                  hasn't got long to live.

        Sebastian sneaks a glance.  Pris is staring at him with
        big childlike eyes, Sebastian looks back at Batty, moved
        but helpless.

                                BATTY
                  What about your friend, the man
                  who owns this building?

                                SEBASTIAN
                  Dr. Tyrell?

        Batty nods.

                                SEBASTIAN
                  He's not really my friend.  I just
                  do a job for him now and then.

                                BATTY
                  Tyrell could help us, Sebastian.

                                SEBASTIAN
                  He could?

                                BATTY
                  His company made us.

                                SEBASTIAN
                  I'd be happy to mention it to him.

                                BATTY
                  Be better if I could talk to him
                  in person.  But he's not an easy
                  man to get to.

                                SEBASTIAN
                  No.

                                BATTY
                  When do you deliver your project?

                                SEBASTIAN
                  This afternoon.

        Batty leans forward and looks right into Sebastian's
        eyes.

                                BATTY
                  Will you help us?

        There's no way Sebastian could say no, even if he
        wanted to.

                                SEBASTIAN
                  Yes.

        Pris sits up smiling.  Mary sighs a breath of relief
        and Batty leans back nodding in gratitude.

                                BATTY
                  I'm sure glad you found us,
                  Sebastian.  What do you think,
                  Mary?

                                MARY
                  I don't think there is another
                  human being in this whole world
                  who would have helped us.

                                BATTY
                  Pris?

        Pris gets up and comes to Sebastian and kisses him.

        That has a lot of impact.  Sebastian looks around try-
        ing to keep the tears from coming.

                                BATTY
                  You're our best and only friend.

                                SEBASTIAN
                  Thank you.

        INT. DECKARD'S APARTMENT BEDROOM - DAY                  81

        Rachael is lying across the bed in one of Deckard's
        shirts, her chin over the edge, her eyes moving around
        the room.  Deckard lies next to her.  Looking like a
        man who died a voluptuous death.

                                RACHAEL
                  When was the last time you cleaned
                  this place?

                                DECKARD
                  Hmmm?

                                RACHAEL
                  Have you ever cleaned your
                  apartment?

                                DECKARD
                  Don't be fooled by appearances.

                                RACHAEL
                  It appears to be dirty -- why don't
                  you get somebody?

        He rolls over to admire her legs.

                                DECKARD
                  Because they would ruin the
                  arrangement.

        He kisses the back of her thigh.

                                RACHAEL
                  They could clean around the
                  arrangement.

                                DECKARD
                  I don't like people snooping around
                  my stuff.

        He kisses her other thigh, gets up and goes into the
        bathroom.

                                DECKARD'S VOICE
                  There's a vacuum in the front room
                  closet is you wanna give it a try.

        Rachael lies there a moment, then gets up and goes into
        the front room and opens the closet door.  The vacuum is
        not easy to get to, but finally she wrestles it out.  As
        she starts to plug it in --

                                DECKARD
                  Oh no, don't do that.

        He's wrapped in a sheet, watching her from the doorway.

                                RACHAEL
                  But if I don't plug it in how can
                  I...

                                DECKARD
                  Never mind the plug, just go
                  through the motions.

                                RACHAEL
                  But then how can you...

                                DECKARD
                  I don't like the noise.  Just
                  practice.  Practice makes perfect.

        She stares at him like he's nuts.

                                DECKARD
                  I'm serious.  Go ahead.  Show me
                  how you would do it.

        Reluctantly she makes some half-hearted passes with the
        thing.

                                DECKARD
                  How about under the couch there.
                  Come on.

        She bends over to get it.  Deckard pulls up a chair and
        sits down with his chin in his hands.  She looks back
        at him.

                                RACHAEL
                  This feels stupid.

                                DECKARD
                  Good for a smart girl to feel
                  stupid.  Part of your education.

        She drops the vacuum and sits on the floor.  Deckard
        gets up and comes towards her.  Her eyes travel halfway
        down his sheet and she leaves.

                                RACHAEL
                  You're sick, Deckard.

                                DECKARD
                  I never felt better.

        EXT. TYRELL PRESERVE - DUSK                             82

        Mansion and opulent grounds.  Sebastian's humble truck
        parked among richer relations, including a spinner and
        a 1928 Dusenberg.

        EXT. TYRELL MANSION - DUSK                              83

        The den.  It contains a collection of big game trophies,
        and among all this sits Sebastian very straight and
        proper with an "egg" the size of a basketball in his
        lap.

        Old Hannibal Chew was right, the rich make you wait.
        Sebastian stands and carefully makes his way between
        the trophies to a window with a view of the grounds.

        EXT. TYRELL MANSION POOL - DUSK                         84

        Tyrell's young WIFE sits on the diving board watching
        her husband in the pool with their youngest TOT.  And
        two older LADS swim around trying to outdo each other
        for their dad's attention.

        From the sidelines an old servant pauses to watch the
        fun, then continues with a tray of mugs towards the
        house.

        EXT. PLATEAU - DUSK                                     85

        And beyond on a plateau overlooking the grounds, a
        figure stands watching, waiting like a bird of prey.

        EXT. TYRELL PRESERVE - DUSK                             86

        On a gravel path between shrubs of winter roses, Tyrell
        turns to observe the last quiet light over his kingdom.
        The moment is sweetened by the LOW PLAINTIVE BELLOW of
        one of the animals.

        He strolls by an old gardener who tips his cap, pro-
        ceeds up the steps and into his mansion.

        INT. TYRELL DEN - NIGHT                                 87

        Next to a tray of cookies and milk, Sebastian sits pa-
        tiently with the "egg" in his lap.  As the door opens
        he gets to his feet expectantly.  It's STYLES, Tyrell's
        bodyguard.  He could play the Giant in Jack and The
        Beanstalk.

                                STYLES
                  Okay, I'll take that now.

        Sebastian would rather put it in the boss's hands, but
        Styles takes it and is almost through the door when
        Sebastian stops him.

                                SEBASTIAN
                  Wait!

        He almost forgot.

                                SEBASTIAN
                  Can't fly without the pilot.

        Sebastian hands him a little box.  Styles stuffs it in
        his pocket and shuts the door behind him.

        EXT. TYRELL PRESERVE - NIGHT                            88

        Motionless and monumental, six buffalo stand like stat-
        ues in the grass.  Suddenly they swing their shaggy
        heads to watch something pass.

        In the dark silence Batty stops to look at the curious
        beasts and then moves soundlessly towards the mansion.

        INT. TYRELL DINING ROOM - NIGHT                         89

        It's a medieval-sized hall.  The piece de resistance is
        an 18th Century, English painting of an Arab stallion,
        gleaming like coal over the CRACKLING fireplace.

        The entire family is seated at the table which glitters
        for the festive occasion.  Presents gathered around the
        oldest child.

        Styles hands the "egg" to Tyrell.  A hush falls over
        the table.  This is Dad's big present.  Tyrell sets is
        down before the boy.

        IAN is a fresh, slim lad who is ten today.  He looks up
        at his father, then, beaming, pries open the "egg's"
        hinged lid.  Tyrell's hand goes to his pocket and the
        griffon steps out of the shell.

                                IAN
                  Oh!

        Basically an avian invention, it has wings and plumage,
        the head of an eagle, the body of a lion and weighs no
        more than eight pounds.  It cranes its neck and testing
        its balance, stands on one leg and then hops to the
        edge of the table and into the air.

        The littlest tot claps her hands as the griffon beats
        its wings rapidly and rises towards the ceiling.  Turn-
        ing in a forty-five degree, it suddenly drops into a
        dive.

        Delighted, the children shriek and scream as the griffon
        swoops over their crouching heads and sails the length
        of the hall -- its silhouette flickering briefly over
        the ancestral portraits of the Tyrell clan.

        Reaching the end of the room, it banks sharply and
        flies back towards the table, cups its wings, spreads
        its tail and comes in for an awkward landing.  They're
        laughing and clapping as it waddles down the table and
        knocks over a glass and stops in front of Ian.

                                IAN
                  Papa!  Did you make this?

                                TYRELL
                  No.  We can make man, but not a
                  griffon.

        He bends down and kisses his wife.

                                TYRELL
                  Have to give the cottage industry
                  a chance too.

        Pleased he excuses himself and heads for the den.

        INT. TYRELL DEN - NIGHT                                 90

        Tyrell comes in and sits behind his desk.  Sebastian
        hands down the invoices.  Tyrell glances over them and
        writes out a check.

        He looks up to hand it over when he sees Batty against
        the wall, by the door.  For a fraction of a second he's
        shocked, but recovers fast.

                                TYRELL
                  A friend of yours, Sebastian?

                                SEBASTIAN
                  Yes, this is someone who wants to
                  talk to you, Dr. Tyrell.

        Batty smiles.

                                BATTY
                  The name is Batty.  Roy Batty.

                                TYRELL
                  Oh?

        Very slowly Tyrell's hand moves towards the back side
        of the desk.

                                BATTY
                  To act without understanding could
                  lead to the very thing the act
                  seeks to avoid.

        What's in Batty's eyes completes the warning.  Tyrell
        decides to heed it.

                                BATTY
                  A little talk it all I need.

        Tyrell looks at Sebastian.  Considers consequences.
        Back to Batty.

                                TYRELL
                  Would you like to talk in private
                  then.

        Batty thinks it over.

                                BATTY
                  Yeah.  It might be better if we
                  talk in private, Sebastian.  Why
                  don't you go home.

                                TYRELL
                  Here's your check, my boy.  Thank
                  you.

                                SEBASTIAN
                  Thank you, Dr. Tyrell.  I'll see
                  you later.

        He slips out closing the door behind him.  Opens it
        again and sticks his head it.

                                SEBASTIAN
                  Was everything okay?

                                TYRELL
                  Just beautiful.

        He's gone.

        If Tyrell is scared he's doing a good job of concealing
        it.

                                TYRELL
                  I'm surprised you didn't come to
                  me sooner.

                                BATTY
                  It's not an easy thing to meet
                  your maker.

                                TYRELL
                  And what can he do for you?

                                BATTY
                  Can the maker repair what he makes?

                                TYRELL
                  Would you like to be modified?

                                BATTY
                  Had in mind something a little more
                  radical.

                                TYRELL
                  What's the problem?

                                BATTY
                  Death.

                                TYRELL
                  I'm afraid that's a little out of
                  my...

        Batty cuts in with a whisper.

                                BATTY
                  I want more life, fucker.

                                TYRELL
                  Come here.

        Batty walks forward.

                                TYRELL
                  Sit down.

        Batty does.

                                TYRELL
                  The facts of life.  I'll be blunt.
                  To make an alteration in the
                  evolvement of an organic life
                  system, at least by men, makers
                  or not, it fatal.  A coding sequence
                  can't be revised once it's
                  established.

                                BATTY
                  Why?

                                TYRELL
                  Because by the second day of
                  incubation any cells that have
                  undergone reversion mutation give
                  rise to revertant colonies -- like
                  rats leaving a sinking ship.  The
                  ship sinks.

                                BATTY
                  What about E.M.S. recombination?

                                TYRELL
                  We've already tried it -- ethyl
                  methane sulfonate is an alkylating
                  agent and a potent mutagen -- it
                  creates a virus so lethal the
                  subject was destroyed before we
                  left the table.

        Batty nods grimly.

                                BATTY
                  Then a repressor protein that blocks
                  the operating cells.

                                TYRELL
                  Wouldn't obstruct replication, but
                  it does give rise to an error in
                  replication, so that the newly
                  formed DNA strand carries a
                  mutation and you're got a virus
                  again... but all this is academic
                  -- you are made as good as we could
                  make you.

                                BATTY
                  But not to last.

                                TYRELL
                  Put it this way.  Rolls Royces are
                  made to last -- as least they were.
                  But I'm afraid you're a Ferrari.
                  A high strung racing car -- built
                  to win, not to last.

        Batty smiles bitterly.

                                TYRELL
                  Also you're too valuable to
                  experiment with.

                                BATTY
                  I am?

        Tyrell can't help a flash of pride.

                                TYRELL
                  The bast of all possible androids.
                  We're proud of our prodigal son --
                  glad you're returned.  You're quite
                  a prize.

        Shoulders hunched, Batty looks down, an uncharacteristic
        note of guilt in his voice.

                                BATTY
                  I've done some questionable things.

                                TYRELL
                  Also extraordinary things.

                                BATTY
                  Nothing the God of biomechanics
                  wouldn't let you in heaven for.

        They share a laugh.  In spite of himself, there's a look
        of relief in Tyrell's face as Batty extends his hand.
        Tyrell takes it and they shake.  The reverence in Bat-
        ty's eyes caused Tyrell a fatherly smile.  The smile
        turns into a growl as he feels the bones in his hands
        crack.  Before the scream comes out of his mouth, Batty
        stifles it.

        Tyrell claws at the iron fingers, but they're sinking
        into his face.  Placing his other hand behind Tyrell's
        head, Batty squeezes them together and squashes the
        man's head like a melon.  The mess is not small.

        Palms up, like a surgeon, Batty walks to the drapes and
        wipes off the gore and without looking back, strolls out
        of the room.

        INT. TYRELL - HALL TO KITCHEN - NIGHT                   90A

        Styles is coming down the hall.  He sees Batty coming
        towards him.  Styles looks at him curiously, this is not
        one of the guests.  As they close, Batty smiles.

                                BATTY
                  Could you tell me where the
                  bathroom is?

        Styles doesn't get a chance to answer.  Batty's hand has
        torn into his crotch.  The man is lifted off the floor,
        up the wall and held a moment.  Whatever is encased in
        his pelvis is pulverized.  Batty lets go.  Styles hits
        the floor.  He died of shock.  Grinding his teeth, Batty
        continues towards the SOUNDS OF THE FESTIVITIES.

        INT. DINING ROOM - NIGHT                                91

        The birthday cake has arrived, the candles lit.  They're
        waiting for Dad.  Mrs. Tyrell looks around to find Batty
        observing from the doorway.

        A little startled, a little curious, but ever the cor-
        porate wife, she smiles.

                                MRS. TYRELL
                  May I help you?

        Batty smiles back and shakes his head in mock regrets.

        INT. KITCHEN - NIGHT                                    92

        In the sink the faucet is on.  The water pink with
        blood.  Batty is washing his hands.

        A portly maid emerges from the pantry.  Batty looks up.
        She stops, embarrassed at being caught.  Her eyes no-
        tice drops of blood on the floor and follow them to the
        door.  When she looks back, Batty is right in front of
        her.

        INT. DECKARD'S BEDROOM - NIGHT                          93

        Books scattered on the bed.  Rachael sitting cross-
        legged with one in her lap, looking through exquisite
        shots of nature.  Deckard is next to her, watching her
        like a lover, like a father.

                                DECKARD (V.O.)
                  She'd never seen the great outdoors.
                  Never even seen books on the
                  subject.  She went through
                  everything I had, and we talked.
                  And there were subjects we didn't
                  discuss and they were words we
                  didn't say, I couldn't say, like
                  death, like future, like real.  But
                  it was hard because she was curious
                  and full of questions.  She was
                  more alive than anyone I'd ever
                  known.

        She looks up stunned by the beauty of a photo, but with
        no need to comment.  It's in her eyes.  She stares at
        him, a revelation taking shape.

                                RACHAEL
                  You and I are good friends, huh?

        He considers it and she stares at him, smiling at the
        wonder of it.

                                RACHAEL
                  It's so easy.

        Convinced and not convinced, he nods his head.  She
        laughs at his solemnity.  She's irresistible.  Deckard's
        pretty irresistible himself.

                                RACHAEL
                  Have you ever known anybody a long
                  time?

                                DECKARD
                  You mean a woman?

                                RACHAEL
                  Uh-huh.

                                DECKARD
                  What's a long time?

                                RACHAEL
                  Ten years.

                                DECKARD
                  Nope.  Nobody could stand me that
                  long.

        The CHIME on the PHONE next to the bed GOES OFF.  He
        reaches out and brings it to his ear.

                                DECKARD
                  Yeah.

                                BRYANT
                  This is Bryant.  Are you alone?

                                DECKARD
                  Yeah.

                                BRYANT
                  She's not with you?

                                DECKARD
                  Who.

        A pause.

                                BRYANT
                  Take a number.  Canapt 1700, tenth
                  floor, Villa Vita District, Olympia
                  South.

                                DECKARD
                  Got it.

                                BRYANT
                  Okay, here it is.  Eldon Tyrell, his
                  family and half his staff were just
                  massacred.  The cat is about to get
                  out of the bag.  Pressure is
                  definitely on.  The Nexus program
                  is terminated.  When you finish
                  there, locate Nexus designated Rachael
                  and retire.

        Deckard says nothing.

                                BRYANT
                  If you don't, we will.  It has to
                  be total, Deckard.  That's an order
                  from as high as it comes.  Got it?

                                DECKARD
                  Yeah.  I got it.

                                BRYANT
                  Go.

        He hangs up the receiver and gets up.  She watches him
        from the bed.  The gun goes into his belt.  He loads
        the ankle job and straps it on.  She watches every move.

                                RACHAEL
                  Why do you call it retire, why
                  don't you call it murder?

                                DECKARD
                  Because it's not.

                                RACHAEL
                  Don't you think anything that can
                  suffer deserves to be considered?

                                DECKARD
                  Andies only simulate suffering --
                  if they're programmed for it.

                                RACHAEL
                  Do you think I simulated what
                  happened between us?

                                DECKARD
                  No, I don't.

        Without looking at her, he puts on his jacket.

        He's standing in the middle of the floor with his back
        to her.  He turns and they're facing one another.
        Neither of them moves.

                                DECKARD
                  Don't leave here.  Don't open the
                  door, don't answer the phone.

                                RACHAEL
                  What difference will it make?

                                DECKARD
                  Just wait here.

        He goes to the door.

                                RACHAEL
                  You know what I think?

                                DECKARD
                  What?

                                RACHAEL
                  That some of the folks around here
                  are more programmed then me.

        He has to laugh.

                                RACHAEL
                  You know what else I think?

                                DECAKRD
                  What?

                                RACHAEL
                  This was the best day of my life.

        He turns and goes through the door.

        INT. SEBASTIAN'S APARTMENT - NIGHT                      94

        Sebastian is putting his work table in order, but his
        mind is not with it and his hands are trembling.

        Batty, Pris and Mary are on the other side of the room
        talking:  their voices low.

                                MARY
                  Let's go while there is still
                  time.

                                BATTY
                  Where?

                                MARY
                  Anywhere.

        Batty smiles.

                                BATTY
                  What's the point?

                                MARY
                  Not to be trapped.

                                BATTY
                  You underestimate the trap, Mary.

        Sebastian has almost reached the door.

                                BATTY
                  Where are you going, Sebastian?

                                SEBASTIAN
                  Just thought I'd...

                                BATTY
                  No, you stay here with us.  Out
                  last night together.

        They all watch.

        Sebastian walks away from the door.

                                BATTY
                  Think of yourself as a light, Mary.
                  Shine before you're turned off.

        She's too fragile for that logic, but it appeals to
        Pris.  She and Batty hold a look that burns.

        Sebastian is by the window.

                                SEBASTIAN
                  Someone is coming here.

        Batty goes to the window and looks down.

                                BATTY
                  One man.
                         (he smiles)
                  He must be good.

                                MARY
                  Then go get him.

                                BATTY
                  That wouldn't be very sporting.

        Sebastian looks ready to bolt.  Batty puts an arm
        around him.

                                PRIS
                  I want to do it.

                                BATTY
                  Okay, but don't kill him.  Save a
                  little for everybody.  A
                  masterpiece.

        A pause.

                                BATTY
                  Turn out the lights, Pris.

        EXT. SEBASTIAN'S APARTMENT - NIGHT                      95

        In the dim, nocturnal light, Deckard crosses into the
        courtyard fronting the building and stops.  He looks
        around.  Nobody there, just silence.

        He comes closer to the building and stands in the sha-
        dows off to one side of the entry.

        His head jerks up to the SOUND OF CRASHING GLASS.

        Sebastian comes hurtling down and explodes into the
        pavement thirty feet below.

        Deckard's eyes move up the line of descent, the shat-
        tered window on the next-to-top floor.

        INT. SEBASTIAN'S APARTMENT LOBBY - NIGHT                96

        Not much to see, But Deckard misses none of it as he
        crosses the floor and positions himself in the spot of
        least exposure.  He looks around.  Elevator and stair-
        well.

        Close to the wall, he moves towards the elevator, keep-
        ing an eye on the stairwell door.

        Stepping to one side, he hits the button.  The elevator
        door slides open.  He reaches in, presses a button and
        as the doors slide shut, Deckard slips a pen between
        the doors, jamming the operation.

        Deckard's shoes and soundless as he quickly crosses the
        lobby floor.  He pauses a moment in front of the stair-
        well door, then pushes it open and:

        INT. STAIRWELL, SEBASTIAN'S APARTMENT - NIGHT           97

        Steps into the dark on the other side.  Suddenly he
        spins, dropping to the floor, and FIRES three times in-
        to the figure hovering to his left.

        The man is hanging off the floor, his arms locked into
        the railing, neck broken -- with three holes in his
        chest... but he was already dead.

        Deckard stares at the corpse.  It's Mr. Deetchum, the
        old watchman.  That RUSTLING SOUND are rats who were
        feeding on him, scampering for safer places, Deckard
        gets to his feet.

        The stairway rectangles ten stories up.  As his foot
        touches the first step, a raw, terrified SCREAM shatters
        the air.  It came from below.  It's the cry of a young
        girl -- it GROWS TO A PIERCING SHRIEK AND ABRUPTLY
        STOPS.  Deckard ejects the half-used cartridge from his
        laser, inserts a fresh one and quiet as the silence,
        descends the basement stairs.

        INT. BASEMENT - NIGHT                                   98

        At the bottom he faces a corridor.  The FAINT HUM OF
        MACHINERY comes from the double doors at the far end.
        The HUM BECOMES A RATTLE by the time he gets there.
        Each door is fitted with a small window.  Deckard
        steps to the side and peers through.

        INT. GYM - NIGHT                                        99

        It's a gym.  The mirror-lined walls are cracked and
        tarnished, the equipment atrophied from lack of use.
        The heavier barbells have sunk into the floor.  Two
        weight-reducing machines are flapping and grinding away
        like idiots.  Deckard's eyes stop on the woman.

        She dangles a few feet off the floor, hung by the
        shoulders through rings suspended from the ceiling.
        Her head is slung forward, her body limp and slightly
        swaying.

        Deckard pushes open one of the doors until it touches
        the wall.  Slowly, he advances toward the hanging figure,
        keeping an eye on the mirror to cover surprises from the
        door.  He's not breathing hard.  His heart isn't pound-
        ing.  Deckard's in his element.

        Close enough to look up into her face, he stops.  It
        isn't grisly death that causes the reaction in his
        eyes.  It's the innocence of her angel face.

        It's not something he has time to consider.  In the
        mirror behind him, he sees the door starting to open.
        Deckard spins.  He shouldn't have.  Pris' legs snap up,
        crack the laser out of his hand and clamp around his
        neck.

        Slowly, the door swings closed, but Deckard doesn't
        notice.  His carotid artery is no longer sending blood
        to the brain.  He jerks up his foot and reaches down.
        As his fingers close around the ankle laser, Pris'
        fingers close around his wrist.  Deckard's hand opens
        like a flower.  The laser drops to the floor as his
        eyes roll back into his head.

                                PRIS
                  Naughty, naughty.

        She lets go, but before he can fall, she rams a foot
        into his back.  He's propelled fifteen feet across the
        room, slams into a machine and falls to the floor.
        Pris flies off the rings and comes at him.

        Deckard reaches out to pull himself up, but she's al-
        ready there.  Not too hard and just in the right place,
        she kicks him in the stomach.  He goes back to the
        floor, gagging for air.  Oh-so-precisely she reaches
        out with a long index finger and flips the switch on
        the machine.

        It's a flab eliminator with a vibrator belt.  Normally
        an innocuous piece of equipment, but the motor housing
        on this one is missing.  Lots of GRINDING METAL.  A
        bad place for flesh and bone.

        But that's where Deckard's hand is going.  An eight-
        year-old against a full-down man.  In two more seconds
        his hand will be ground round.  Deckard tries to pull
        his hand loose.  It won't come.  He yanks hard, but
        it's welded in hers.

        His face is twisted and strained as he raises a leg,
        wedges his foot against her chest and pushes with all
        his might.  The hold breaks.  They topple back.  Deckard
        hits the floor gulping to catch his breath.  Pris is up
        and coming for him again.  She hovers over him.  Deckard
        rolls out of the way as she comes down like a pile
        driver.

        Reflexively Deckard raises his arm to protect himself.
        Pris just smiles, takes hold of his foot and drags him
        across the floor.  She doesn't like to leave a piece of
        work unfinished.  They're going back to the machine.

        He goes by a weight-stand of dumbbells and grabs hold.
        It doesn't stop him.  He's sliding over the floor like
        it was ice, weight stand in tow.

        Pris gets to the machine, yanks his foot up and forces
        it toward the opening.  Deckard sits up, a five-pound
        dumbbell in his hand, and clobbers her in the back.  It
        knocks her off balance, but she doesn't let go of his
        foot.  She hooks out with a fist but misses.  He gets
        her with a roundhouse in the face.

        She goes to the floor and Deckard's up, the dumbbell
        over his head, coming down with it.  Fighting for her
        life now, Pris drives a foot into his chest.  It lifts
        him off the floor.  He flies back across the gym and
        lands in a heap.

        No more games.  Pris is furious and moving fast.  She
        rips a steel bar out of the wall and, holding it over-
        head, charges him like a samurai.  As she comes down
        for the kill, she freezes.

        Deckard landed near the laser.  He crawls towards it.
        As in a nightmare, it takes forever.  But he gets there.

        He reaches out and grabs the laser, rolls over and
        takes careful aim.  She charges towards him, screaming
        her rage.  He FIRES as she comes.

        The shot amputates her left arm at the shoulder, but
        her hand doesn't let go of the bar.  It dangles crazily
        in front of her as she charges forward.

        He PUTS THE NEXT ONE through her neck.  Pris hiccups a
        rope of blood as she flies through the air and crashes
        next to Deckard.  Dead.

        He lies next to her, chest heaving.  Slowly he rolls
        over and gets to his hands and knees.  Panting, he stag-
        gers to his feet and stands over her, swaying slightly.
        The sound that escapes his throat is raspy and dry.  It
        might not sound like a war cry, but it is.

        INT. CORRIDOR - NIGHT                                   100

        Laser in hand, Deckard kicks open the swinging doors
        and walks into the corridor, a dangerous man.

        INT. STAIRWELL - NIGHT                                  101

        Deckard arrives at the main floor landing, checks his
        loads and continues up the stairs.  He's going to shoot
        the next thing that moves and find out later if he was
        right or wrong.

        INT. STAIRWELL - SECOND FLOOR - NIGHT                   101A

        On the next landing he throws the door open.  His eyes
        move down the hall, looking for prints in the dust.
        None.  He continues up the stairs.

        INT. NINTH FLOOR - NIGHT                                102

        On the ninth floor he finds what he's looking for.
        Footprints coming and going from a door halfway down the
        hall.  He stops to the side of it and listens.  Silence.
        Deckard FIRES three quick shots through the door.  If
        somebody were on the other side of it, they aren't now.

        He kicks the door open and dives through head first
        and hits the floor in a roll, POURING FIRE into the
        far corners of the room but the room is empty.  There's
        a kitchen bar, a closet and a bedroom door, both
        closed.  Deckard's breathing is the only sound.  No
        response from either door.

        Maybe it was a sound, maybe intuition, but suddenly
        Deckard twists around and FIRES several shots into the
        closet.  The smouldering door slowly creaks open.

        Mary is huddled in the rear of the closet.  Her hand
        out like somebody about to catch a ball but afraid of
        it.  In her other hand she clutches a button-eyed
        monkey.  Her face is bewildered, frozen in fear, her
        body riddled with holes.  No recognition gap here.
        Deckard SHOOTS her through the neck to make sure.  Mary
        falls to the floor, like a puppet with her strings cut.

        Deckard backs away from the pathetic figure in the
        closet and sits on the sofa, unable to take his eyes
        off her.

        Deckard lays the laser down next to him, holds out his
        hand and looks at it.  It's steady.  He drops it in
        his lap, closes his eyes and leans back.

        A TAPPING from the ceiling.  Deckard looks up.

        A KNOCK -- with the proverbial DOUBLE RAP at the end.
        A pause.  Deckard jumps out of the way as the ceiling
        gives in.  Chucks on concrete and plaster hit the
        couch where he was sitting.  The hole is a couple feet
        in diameter -- beams cracked through, exposing the
        apartment above.  Silence.  Deckard wipes the plaster
        dust from his eyes and mouth, then whispers:

                                DECKARD
                  Hello, Roy.

        INT. STAIRWELL - NINTH AND TENTH FLOOR - NIGHT          103

        Deckard comes out onto the landing.  Taking his time,
        he climbs the steps to the next floor, the last floor.
        He SHOOTS the hinges out of the big stairwell door,
        pushes it with his foot and it comes down with a BANG.
        The REVERBERATIONS turn into silence.  The corridor is
        empty.

        INT. CORRIDOR - TENTH FLOOR - NIGHT                     104

        Moving fast but cautious, he passes each door until he
        gest to the apartment above Sebastian's.  Slowly he
        turns the know and pushed open the door.

        INT. APARTMENT - TENTH FLOOR - NIGHT                    105

        Except for the hole in the middle of the floor, there's
        nothing to see.  Back against the wall, he moves to-
        wards the bedroom, but stops at the NOISE.  It sounds
        like the HOOTING OF AN OWL and it's coming from the
        hallway.

        INT. CORRIDOR - TENTH FLOOR - NIGHT                     106

        Deckard looks around the corner of the door down the
        hall.  Batty's at the other end.  Except for jockstrap
        and gym shoes, he's nude.

                                BATTY
                  You wanna play?

        Deckard FIRES.  Batty's fast.  He ducks into a doorway.
        Pops out again.

                                BATTY
                  Not very sporting to fire on an
                  unarmed opponent.  I thought you
                  were supposed to be good.  Aren't
                  you the man?!

        The makeup on Batty's face is somewhere between a Coman-
        che warrior and a transvestite.  The immensity of his
        insolence awesome -- the muscles of his body are swol-
        len, trembling from the thrill of it.

                                BATTY
                  This is how we do it up there, lad!
                  Come on!

        In a blue of lightning-like action, Batty whips down the
        hall, zigzagging off the walls towards Deckard so fast
        that Deckard gets only three SHOTS off before the blur
        crashes through the wall on his left with a laugh.

        Deckard stands there a moment -- digesting the impact
        of it, then edges up to the gaping wall.  Batty is be-
        hind him.

        He knees Deckard in the back and slaps him in the head.
        Deckard goes to his knees, then over on his face.
        Batty kneels next to him.

                                BATTY
                  Not hurt, are you?  You better get
                  it up or I'm going to have to kill
                  you.  Unless you're alive you can't
                  play.  And if you don't play, you
                  don't get to be alive.

        Deckard's eyes are closed, mouth bleeding.  He exhales
        and makes and effort.  He slides his hands up even with
        his chest and starts to push.

                                BATTY
                  That's the spirit.

        Like a matador, Batty walks away.  By the time Deckard's
        on his feet, Batty's disappeared through one of the
        doors.

        Deckard wipes the blood from his mouth, bends down and
        picks up his laser, reloads and looks down the hall,
        towards the jeering voice.

                                BATTY'S VOICE
                  Come on, Deckard, show me what you
                  got!  I'm right here on the other
                  side of the door.  But you gotta
                  shoot straight 'cause I'm fast!

        Deckard gets to the door, BLASTS it, kicks it open and
        FIRES at Batty.  But it's only the reflection of Batty.

        INT. ROOM - TENTH FLOOR - NIGHT                         107

        The full length mirror on the other side of the room
        SHATTERS.  Batty's next to him, grabs Deckard's hand
        and steps in closer.

                                BATTY
                  Straight doesn't seem to be good
                  enough.

        They're face to face.

                                BATTY
                  You don't have a chance, do you?

        In an exaggeration of weary disappointment, Batty drops
        his head to the side.

                                BATTY
                  Looks like I'm gonna have to scale
                  it down for you.  Give you a
                  handicap.  I won't run through any
                  more walls.  Okay?  I promise to
                  use the doors.  Okay?

        Deckard stares back at him, but doesn't respond.  Sud-
        denly fury storms through Batty.  He throws Deckard out
        the door, knocking him down, grabs him by the collar
        and rams his head into the wall.

                                BATTY
                  Come on, let's use that brain!

        INT. TENTH FLOOR CORRIDOR - NIGHT                       108

        He drags him down the hall, on his knees and bangs his
        head into the wall again.

                                BATTY
                  Think!  We need a little
                  resilience around here!

        He yanks him further and bashes his head again.

                                BATTY
                  Where are those balls of yours?!
                  Let's see a little bravery!

        The storm passes.

        Deckard hangs in Batty's hand like a bag of laundry.

                                BATTY
                  That was irrational of me -- not
                  to mention unsportsmanlike.  Won't
                  happen again.

        He drops him.

                                BATTY
                  I'll be down the hall when you're
                  ready.

        Betty walks off and disappears through one of the doors.

        Deckard gets to his knees, leans against the wall a mo-
        ment, then punches it with his fist.

        On his feet he's a little wobbly.  Holding his breath
        so he can hear above his own breathing, he listens.  No
        sound.  No sign of Batty.  The laser is laying nearby.
        He doesn't bother.

        Deckard is backing down the hall, quiet as he can.  He
        had a job to do.  He would like to have done it, but
        he's not insane.  He gets to the landing and turns.

        On the first step down, he stops.  Batty's on the land-
        ing below, looking up at him.

                                BATTY
                  Where you going?

        He wait a moment for Deckard's answer.

                                BATTY
                  No cheating.  A promise is a
                  promise.  I'll honor the
                  handicapped, but we gotta play on
                  the top floor.  You go get your
                  laser gun now.  And I'll give you
                  a few seconds before I come.

        Deckard turns back into the hall.  Batty smiles.

        Deckard's running down the corridor.

                                BATTY'S VOICE
                  One!

        Halfway down the hall he finds his laser.

                                BATTY'S VOICE
                  Two!

        Deckard darts into the nearest door.  The apartment
        above Sebastian's, with the hole in the floor.  Deckard
        considers it.

                                BATTY'S VOICE
                  No fair jumping through holes.  You
                  might get hurt doing that!  THREE!

        Deckard dashes back into the hall, chooses another door
        and goes in.

        INT. TENTH FLOOR APARTMENT - NIGHT                      109

        His eyes skim over everything, looking for an advantage.
        He throws open a door.  The bathroom.  The plumbing is
        dismantled, walls stripped, revealing brick, nails
        protruding.  Too small.

        INT. TENTH FLOOR STAIRWELL - NIGHT                      110

        Batty's coming up the steps.

                                BATTY
                  Five!

        INT. TENTH FLOOR APARTMENT - NIGHT                      111

        Deckard's looking for a corner -- a place that covers
        the angles.  He chooses the far side of the room with
        a line to the door.

        INT. TENTH FLOOR HALL - NIGHT                           112

        Batty's coming down the center, listening at the doors.

                                BATTY
                  Six!

        INT. TENTH FLOOR APARTMENT - NIGHT                      113

        Deckard's crouched in the corner and aimed.  He looks at
        his hand.  It's trembling.

                                BATTY'S VOICE
                  Seven!

        INT. TENTH FLOOR HALL - NIGHT                           114

        Batty's standing in front of a door, listening.

                                BATTY
                  Oh, I wonder where he is.  Not in
                  here, I don't think.  Eight!

        He goes to the next door.

                                BATTY
                  Maybe here.  Doesn't sound like
                  it.  Nine!

        Batty moves to the next.  The door to Deckard.

        INT. TENTH FLOOR APARTMENT - NIGHT                      115

        Deckard's crouched lower, holding his breath -- talk
        about a hair trigger... Silence.  Batty's FEET are heard
        CREAKING AWAY.  Deckard looks around.  Runs a hand over
        the wall behind him.  Batty's FEET COME BACK.  A pause.

                                BATTY
                  Ten!

        The door explodes!

        A shape hurtles across the room.  Deckard pivots, fol-
        lowing it with RAPID FIRE.  It's a TV.  He spins back.
        but Batty's already on him.  He gets one SHOT off be-
        fore Batty's got his hand.  There's a hole over Batty's
        right eye.  Blood running down his face, dripping on
        Deckard.  The right side of his face isn't working too
        good.  The corner of his mouth doesn't quite shut --
        his voice comes out slurred, a little hollow.

                                BATTY
                  One point for you.

        The would doesn't minimize his omnipotence, just makes
        it more malignant.  He throws Deckard against the far
        wall.  Deckard FIRES.  Hits Batty in the shoulder.

                                BATTY
                  Ho ho!  Try it again!

        He comes at Deckard, jerking back and forth, a cobra in
        fast motion, faking, weaving, yelping with excitement
        as Deckard tries to get a shot, FIRING AWAY until his
        laser's empty.  Bloody and crazed, Batty pushes up
        against him.

                                BATTY
                  What's wrong?  Don't you like me?
                  I'm what we've made!

        INT. TENTH FLOOR HALL - NIGHT                           116

        He's backing Deckard out the door.  Deckard trips and
        falls.  There's fear on his face.  The strength is gone.
        Something is starting to crack.

                                BATTY
                  What's wrong?  Aren't you a lover
                  of Faster, Bigger and Better?!

        Deckard's pedaling backwards over the floor.

                                BATTY
                  It's time to die.

        Deckard throws the laser at him.  It misses.  Batty
        throws his head back and laughs.  A one-eyed colossus
        about to eat the world.  Suddenly he stops.  His eye
        moves over the wall.

                                BATTY
                  Ah!

        He reaches out and pinches something.  His lips compress
        as he yanks it out of the wall.  It's a ten-penny nail.

        He holds it out to Deckard and drops it.  Deckard
        catches it.

                                BATTY
                  That's for you.

        One side of Batty's face smiles savagely.

                                BATTY
                  Stick it in your ear and push.
                  If that doesn't work, try the
                  eye.

        Deckard stares at the nail in his hand, then up at
        his executioner.

                                BATTY
                  Believe me, it'll be better
                  for you than what I'm about
                  to do.

        Batty watches him, hoping the stimulus might inspire
        his victim to more action.  It doesn't look like it.

                                BATTY
                  Well?

        Deckard springs to his feet and bolts.  But instead of
        going for the stairwell he turns in the first available
        door.

        INT. TENTH FLOOR APARTMENT #2 - NIGHT                   117

        Provocation accomplished. Batty smiles and walks lei-
        surely towards the door.  Deckard's terrified scream
        and the SOUND of GLASS CRASHING stop him.  Batty speeds
        up and moves into the room.

        The window pane is splattered, curtains sucked out,
        bellowing in the wind.

                                BATTY
                  Crap.

        He walks up to the window.  Deckard comes away from the
        wall, inching up behind him, laser in both hands, aimed
        at the base of Batty's skull.  Batty starts to lean
        over, but even before his eyes see the pavement, he
        knows.  He spins...

        Deckard FIRES again.  This one goes home.  Batty falls
        like he was poleaxed, hits the floor dead weight.

        Deckard starts to tremble.  His arms go limp as his
        head tilts back and he closes his eyes.  He can breathe
        again.
        
        On the floor, Batty's hand is crawling toward Deckard's
        ankle.

        With the unsuspected abruptness of a man slipping on a
        banana peel, Deckard comes down.  Face knotted in hor-
        ror, he EMPTIES THE LASER in Batty's body -- but the
        hand holds on.  With a screech of frustration he drops
        the laser and like an animal claws at Batty's dead
        fingers -- but the fingers are welded shut.

        Deckard starts to crawl, pulling Batty behind him.  He
        struggled through the door and stumbles to his feet.

        INT. TENTH FLOOR HALL - NIGHT                           118

        Deckard plunges down the corridor dragging Batty along.
        He falls, gets to one foot, falls again and crawls the
        last couple feet to the stairwell.

        INT. TENTH FLOOR STAIRWELL - NIGHT                      119

        Groaning, he tugs and pulls, hauls and heaves Batty's
        body to the edge of the landing.  He pauses for breath,
        then lays back, wedging his feet against Batty's shoul-
        ders and pushes.  Inch by inch the body goes over the
        edge.  Then all at once it drops.  But the hand holds
        and the weight of the body takes Deckard with it.  As
        Deckard slides over the edge, he grabs hold of the
        railing.

        Deckard's hanging three hundred feet over the basement
        floor, supporting himself and Batty's corpse -- almost
        four hundred pounds of stress on his fingers.
        
        With his free foot he chops away at Batty's hand, try-
        ing to break it loose.  But it's not working.  Deckard's
        fingers are starting to slip.

        His face is a mask of agony as he wedges his heel over
        Batty's thumb.  With the help of gravity and everything
        he's got in his right leg to push with, he pushes.  The
        thumb breaks loose.  Batty falls.

        The SOUND OF HIS BODY HITTING BELOW sounds good, but
        Deckard doesn't notice.  He's in an awkward position.
        He must reverse the way he's facing to pull himself up.
        He lets go with his right hand and crosses it over the
        left.  Then turns the left around so he's got an over-
        hand grip.

        Like a man doing his last pull-up... the one that can't
        be done, Deckard pulls himself up, throws a foot over
        the edge and grapples and heaves and wiggled himself
        onto the cold solid steel of the stairwell landing.

        And lies there, body jerking spasmodically, slowly
        clenching and unclenching his cramped hand, but it's
        his burning cheek against the cool metal he's most aware
        of.

        Dizzy, hot, lungs on fire, he stands -- and putting one
        foot in front of the other, Deckard descends the stairs.

        EXT. SEBASTIAN'S BUILDING - DAWN                        120

        Slowly the door pushes open and Deckard comes out into
        the morning.  The sun isn't yet risen, but the sky has
        begun to pale.  It's a brooding gray stew of a dawn not
        very pretty, but even though he can't show it, Deckard
        is glad to see it.

        For a moment he tilts his head back and takes some
        breath, then walks across the courtyard towards the
        street, so dead on his feet he hasn't the energy to
        fall.

        Deckard slumps into the shelter of his car.  The col-
        lapses on the front seat.

        INT. DECKARD'S BEDROOM - DAWN                           121

        In a corner of the dimness Deckard sits slumped on a
        chair, facing the pearly gray light of the window.  The
        only SOUND in the room is the soft steady BREATHING
        that comes from the bed.

        Quietly he gets up and walks over to her.  Rachael lies
        sleeping, one delicate arm exposed from under the sheet.

        Deckard stands there, bettered and grim, staring down
        at her.

        Moments go by and finally he sits gently on the edge of
        the bed.

        Rachael opens her eyes, and looks up at him, she smiles.

        EXT. COUNTRYSIDE (MONTAGE) - DAY                        122

        Deckard's car is skimming over the narrow highway.  He
        and Rachael in the front seat.  Except for the occasion-
        al glance, their faces are still and quiet in the cold
        shine of an icy dream.

        The clouds overhead are soft and swift.

                                DECKARD (V.O.)
                  She wanted to go to a place I knew.
                  Out of the city.  Like one of those
                  pictures she saw.  Where there were
                  trees but no buildings.

        Rachael's face in the window watching the woods stream
        by.

                                DECKARD (V.O.)
                  We had a good time.  She told me a
                  funny story and I taught her a
                  song.  A song about monkeys and
                  elephants.  And it made us laugh so
                  hard we couldn't sing.

        EXT. WOODS (MONTAGE) - DAY                              123

        Deckard and Rachael walking.  The land lays white and
        hushed before them.

        Down an aisle of maples and beeches.  The frosty light
        slanting through the clean, hard limbs.

        The crisp, blue-white snow underfoot melted through in
        spots exposing soggy patches of rich brown earth.

        Rachael stops and faces him.  Her lips are parted, her
        warm breath turning the cold air to vapor.  Looking
        lithe and fragile by these barren-rooted trees, she
        stands in the crisp white snow looking at Deckard.
        Nothing in her retreats, even now her eyes insist on
        knowing.

        EXT. WOODS - DAY                                        124

        Deckard walking over the snow.  Alone.  He walks slowly,
        mechanically through the cold, unaffected by it.  His
        gaunt face, empty of expression except for the tears
        running down his pale cheeks.

        But for the SQUEAK of his wet shoes over the crusted
        snow, there is no sound.  And Deckard recedes into the
        silence of the freezing white landscape.

        EXT. HIGHWAY - NIGHT                                    125

        Deckard's car, solid, THROBBING, GUNNING along like
        some metal animal.  Headlights piercing the dark of the
        long, flat road.  WHISTLING speed of air and tires spin-
        ning THRUM.  And then silence.  And the silence
        astounded by the CRACK OF A GUN.

        INT. CAR - NIGHT                                        126

        Deckard is behind the wheel, face in shadow, eyes star-
        ing straight ahead.

                                DECKARD (V.O.)
                  I told myself over and over again,
                  if I hadn't done it, they would
                  have.

                  I didn't go back to the city, not
                  that city, I didn't want the job.

                  She said the great advantage of
                  being alive was to have a choice.
                  And she chose.  And a part of me
                  was almost glad.  Not because she
                  was gone but because this way they
                  could never touch her.

                  As for Tyrell -- he was murdered,
                  but he wasn't dead.  For a long
                  time I wanted to kill him.  But
                  what was the point?  There were too
                  many Tyrells.  But only one Rachael.
                  Maybe real and unreal could never
                  be separated.  The secret never
                  found.  But I got as close with
                  her as I'd ever come to it.  She'd
                  stay with me a long time.  I guess
                  we made each other real.

        And the ruby lights of Deckard's car disappear into
        the darkness.
        
        
        
        					THE END

Battlestar Galactaca

FADE IN
ON A STARFIELD
A myriad glowing jewels of light...and a stillness that is both friend
and enemy...
Suddenly, a full-throated burst of a single chord played by a symphony
orchestra as we see superimposed over the starfield, the words:
GALACTICA
Saga of a Star World
Then as the lettering drifts off into space, the chord begins to
diminish until it is only sustained by the ethereal high pitched
strains of a muted string section and a voice speaks to us against
the ever present stars...
ADAMA'S VOICE
Thousands of years ago, colonies were established throughout the
universe by a mother race from the far reaches of space...This race
of people was known as humanoid...human beings...An unsubjugatable,
resourceful people who loved freedom, adventure... even conflict...
Now, in the seventh millennium of time, a solemn and dramatic event
is taking place...A peace envoy, representing the twelve known
colonies of man, moves through space in hopes of bringing to a close
a thousand year war tat has seen the humans embattled by an alliance
of beings...bent on their destruction...The mission of the colonial
fleet would bring the star world a new beginning...or...
AGAINST THE STARFIELD
superimpose the words:
THE END
A SLEEK FIGHTER PLANE
blasts onto the screen
ON THE SMILING FACE OF ZAC
A bright, enthusiastic , young (23) fighter pilot closeted in the
super modern, form-fitting cockpit of his sleek ship...the finest
fighting craft in the Colonial Fleet...
ZAC
Two targets on my scanner...just above the old moon, Cimtar.
INSIDE A SECOND SHIP ON ANOTHER FACE
older (30)... a hint of cynicism as he glances at his scanner.
SKYLER
Probably a Cylon patrol...
ZAC
Awful long way from home...Where's their base ship...
SKYLER
No base ship...Long range reconnaissance craft... Strange, I'm not
picking up anything but static beyond those guys...
INSERT
Two blips on the front side of a steady field of static
interference...
ZAC
Me too...I thought it was my scanner...
SKYLER
Could be a storm...The fleet will be coming right through it... We'd
better go have a look...Kick in the turbos...
INSIDE ZAC'S SHIP
ZAC
Skyler...the standing orders on conserving fuel specifically forbid
use of turbos, except under battle conditions...
SKYLER
Kid...You're on the front lines now...anything goes...
SKYLER
pushes three buttons and shoves his foot to the floor. The resulting
blast drives him back against the seat.
SKYLER'S FIGHTER
bursts ahead, rolling over and out across the sky.
SOMEPLACE IN THE SKY AMONGST THE STARS
ON A FLEET OF WARSHIPS
Five flying battlestars...As we draw closer, the scale and enormity
of the machines becomes increasingly impressive...
CLOSER
raking along the bridge level of one ship until we come to a name
emblazoned on the side of the graceful machine..
ATLANTIA
INSIDE A DINING CHAMBER
one half of which looks out on the most spectacular sight ever
witnessed by man...the universe...a giant starfield in all its
majesty...In the center of the room is a long table at which the
center of attention is a bearded man whose face glows with the
warmth and wisdom of the ages. He raises a silver chalice and the
twelve gentlemen around him, clad in Roman-like toga and tunic tops
over tighter fitting pants and boots, come to rapt attention...
OLD MAN
Gentlemen...I know you are all anxious to return to your ships before
our rendezvous with the Cylons, but I think it appropriate to toast
the most significant event in the history of man...I'd like to raise
my chalice to you...
We study the study, dignified faces of twelve men, flanking the old
man...six to a side...their features betraying substantive
differences...They are red, black, yellow, white...indeed, every
variation...
PRESIDENT
Not merely the quorum of the twelve, representing the twelve colonies
of man, but my friends...and the greatest leaders ever assembled...As
we approach the seventh millennium of time, the human race will at
last know peace...Thanks to you...
As the are about to salute, each with his own chalice, another voice
is heard...
BALTAR
Inappropriate...
Faces swing Baltar's way...startled by his impudence...
BALTAR
I say we lift our cups to he, who has for the first time, brought the
dissident races of mankind together to speak as one before the
Alliance...To President Adar and to peace...
Even the humble attempt at quelling the voices cannot deny these men
their measure of gratitude...the cups are raised and the Old Man
joins in...
PRESIDENT
To peace...at long last...
POINT OF VIEW FROM A COLONIAL FIGHTER PLANE COCKPIT
of a large space vehicle looming up ahead, floating above a layer of
clouds...
SKYLER'S VOICE
What is it...
ZAC
pulling back on the throttle, slowing...He puts the vehicle on the
scanner and punches up a combination...
ZAC
Tell ya' in a flash...
ON ZAC'S SCANNER
On one side of the screen, we see the Cylon space vehicle. On the
other side of the screen, we see a series of airship profile
silhouettes racing by. Finally, an image stops. It is a match. A
great deal of printing appears below the silhouettes in an
unfamiliar text.
ZAC
Warbook says a Cylon tanker. Scanner reads it empty.
SKYLER
What's an empty tanker doing out here?
ZAC
And where's the other ship?
SKYLER
Screened off by this one. Wonder what they're hiding?
ZAC
I don't know, but it's awfully close to that storm.
SKYLER
We came to look...
ZAC
Be careful, Skyler. I have a funny feeling about this...
SKYLER
You're not old enough to have funny feelings! Besides while we're
stuck out on patrol, Starbuck's pulled a couple of those Geminis'
into a card game. I want to get back before he cleans them out.
SKYLER'S SHIP
begins to peel off to sweep around the freighter...
ON ANOTHER BATTLESTAR IN THE FLEET
its name... "Galactica"
INSIDE A PILOTS' READY ROOM
A Spartan, standby area for fighter pilots. Camera moves past a young
man in flight clothes, sleeping...another reading...and as we come to
the end of the room, a group stand behind one side of a circular card
table, forming a gallery for a handsome young man called Starbuck,
who eyes his round playing cards with wily skill.
STARBUCK
(with feigned ease)
Just to keep the game instructive, and because you're new to it, I'll
only wager...
Starbuck pushes half of his square cubits of gold in front of him.
The two men look, then whisper. A confident smile passes amongst the
gallery.
GEMON
Despite the humbleness of this hand...for the honor of our home
colony, Gemini, we must challenge you.
The young man pushes forth a measure of golden cubits, equal to the
pot. The gallery tenses.
GEMON
And for the glory of our colony, another equal measure.
Gemon pushes out another pile, in effect, doubling the stakes. The
gallery holds its collective breath. Starbuck feigns continued ease.
STARBUCK
Well, in the name of our home planet, Caprica, and for her
everlasting glory, I'll measure your increase and double it.
The gallery gulps as Starbuck pushes in his remaining cubits and
turns to them.
STARBUCK
(sotto voice)
Come on, come on, guys, up with the rest of it...
BOOMER
Could we speak with you for a moment. In private?
(To the Geminis)
Only be a flash, fellas...
Boomer, a trim-looking black man; Jolly, a hefty hunk of a guy, and
Greenbean, a stringbean of a flyer next to him, face the now-standing
Starbuck and speak to him through clenched teeth and heated whispers.
BOOMER
Are you crazy...?
STARBUCK
(sotto voice)
Weren't you listening? This is for the glory of Caprica. Doesn't that
mean anything to you?
The gallery stares at Starbuck blankly.
STARBUCK
Look, have I ever steered you guys wrong?
The gallery continues to stare blankly.
STARBUCK
(sotto voice)
All right...look at it this way. We'll double our money! They're
trying to buy the pot.
JOLLY
(sotto voice)
You told us these Geminis didn't understand the game.
BOOMER
(sotto)
They caught on fast. Now, come on, or we lose everything we've got in
that game.
Reluctantly, the gallery comes up with an additional measure of gold
cubits. Starbuck pushes them out onto the table and turns his cards
over.
BOOMER
Beat that.
The Gemmon smiles and places his cards on the table. Boomer and the
gallery stare at the cards, stricken as the Gemon rakes in the golden
cubits.
IN THE PRESIDENTIAL DINING ROOM
The men have adjourned their meeting and now cluster in twos and
threes, chatting amicably.
THE PRESIDENT
grips the arm and hand of Baltar.
PRESIDENT
This armistice conference would not have been possible without your
tireless work, Baltar. You have secured for yourself a place in the
history books.
Baltar smiles humbly.
BALTAR
That the Cylons chose me as their liaison to the quorum of the twelve
was an act of providence, not skill.
The old man notices Commander Adama standing alone at the huge window
to space. The Commander is a strong man with sharp features and
penetrating eyes...still a softness in his bearing.
ON THE COMMANDER
looking out, a troubled look on his face, as the President moves up
behind him
PRESIDENT
I see the party isn't a huge success with all my children.
ADAMA
It's what awaits us out there that troubles me.
PRESIDENT
Surely, you don't cling to your suspicions about the Cylons. They
asked for this armistice. They want peace.
ADAMA
Forgive me, Mr. President, but they hate humans with every fiber of
their existence. We love freedom. We love independence. To feel, to
question. To rebel against oppression. It's an alien way of existing
they will never accept.
PRESIDENT
But they have. Through Baltar, they have sued for peace.
ADAMA
swings a sober look back to the President
ADAMA
Yes. Of course, you're right.
POINT OF VIEW
A tanker in space. Moving around it, we see a second tanker appear
just above the cloud layer.
SKYLER'S FIGHTER
sweeps around and slows
SKYLER
There's the other ship tucked in nice and neat. Now what is she, and
what's she doing?
Skyler punches the buttons.
HIS SCANNER
refusing to read the ship. Figures and symbols appear in a hopeless
jumble.
SKYLER
I can't read anything inside. She's jamming us.
ZAC
Warbook says she's a freighter.
SKYLER
My foot. If she's jamming us, she's hiding something. I'm going around
her.
ZAC
(alarmed)
That'll put you smack in the storm. If it's asteroids, it'll rip us
apart.
SKYLER
Not us, kid. You stay put. I don't want it said that I taught my kid
brother bad habits on his first patrol.
SKYLER
swings his ship over and head directly into the cloud cover.
ZAC'S VOICE
The jamming is knocking out my scanner. Where are you, Skyler?
SKYLER SCANS THE HORIZON
obscured by clouds racing past him.
SKYLER
Nothing but a harmless cloud cover. Not heavy at all. I don't see why
they'd send up all that electronic...
Skyler looks down. His face freezes. His eyes widen in disbelief...
ZAC'S VOICE
Skyler? What's going on?
SKYLER'S POINT OF VIEW
He has flown into the middle of a Cylon staging area. Wall to wall
warships as far as the eye can see. We push in close to one of the
ships...
INSIDE THE CYLON ATTACK FIGHTER
a triad of Cylon Centurians. Two helmeted pilots sit side-by-side, a
third between them, slightly higher and back. Their helmets are
tubular shaped with a narrow aperture where one might have expected
eyes. In their stead, a fine beam of light sweeps back and forth, an
ominous, ever-aware presence. The Cylon swings a look o.s. He
points...
ZAC'S SHIP
with the Cylon ships in pursuit.
ON THE LEAD CYLON FIGHTER
racing ahead, firing
ON SKYLER
SKYLER
They're jamming our transmission, kid. We've got to get back. It's an
ambush, and they've got enough fire power to destroy the entire fleet.
ON THE FLEET
as a small shuttlecraft approaches the Galactica from the rear.
POINT OF VIEW
of the Galactica from the shuttlecraft to establish two large carrier
deck areas tucked into pods on either side of the immense ship. We
are dipping down and to the left to land in the left side of the
vessel.
ON COMMANDER ADAMA
seated beside a beautiful young woman wearing military clothes, who
makes preparations to land the shuttle vehicle. She suddenly reacts
to something in her headset.
ATHENA
Something's wrong.
ADAMA
What is it?
ATHENA
I don't know. They just put the ship on alert.
CLOSER POINT OF VIEW
of the landing deck with large, strobing lights arrowing the way in
and affording a final stopping point on the deck's surface within the
bowels of the battlestar. As we draw closer...closer
EXPLOSIONS ROCK THE STARFIELD
as the colony fighters cream through space under attack from behind
ON ZAC
frightened as he takes a hit
ZAC
Skyler...they knocked out my port engine.
SKYLER
We're not going to make it giving them our backs. How many of 'em can
you make out?
ZAC
Four...
SKYLER
They only sent four after us? That's insulting.
ZAC
I don't know, Skyler. I think they're doing awfully well...
SKYLER
Only because they're behind us. When I count three, hit your reverse
thrusters and maximum breaking flaps. We'll give them a little
surprise. One...two...three...
They hit their reverse thrusters. A roar goes off...
ON THE CYLON FIGHTERS
as they scream past the colony warplanes
INSIDE THE LEAD CYLON CRAFT
the three pilots crane in confusion to figure out what happened. They
look all around the sky.
ON SKYLER
as he narrows his eyes and puts his finger on a fire control button
on his steering column.
SKYLER
Right here, you creepy, crawly creature...
He squeezes the trigger...
POINT OF VIEW - AHEAD
as Skyler's torpedo lasers streak off into the Cylon ship dead ahead,
disintegrating it in a mighty fireball.
ON SKYLER
SKYLER
Yaa Hoooo....
ON ZAC
swinging back and forth, lining up his target. He fires.
THE CYLON SHIP
disintegrates. Ahead of it, the remaining two Cylon fighters divide
and veer off.
ON SKYLER
SKYLER
Not bad for a little brother. You go after the guys on the right.
The two fighters split, swinging off after the two Cylon fighters.
ON THE BRIDGE
Commander Adama enters. Colonel Tigh is watching the scanners
intently.
ADAMA
What is it?
TIGH
Our patrol ran into trouble. We picked up some signals, but they're
being jammed.
ADAMA
What kind of trouble?
TIGH
Can't tell yet. Could be pirates, smugglers, or...
Their eyes meet. The Commander walks to the large observation point
looking out on the starfield.
ADAMA
Get me the President.
IN A READY ROOM - CLOSE ON A CARD HAND
Starbuck sits down at the card table, a small grin appearing on his
face. He pushes a large stack of cubits out into the center of the
table.
STARBUCK
Ok, guys, one hand. Sudden death.
The gentlemen from Gemini consider the odds and push an equal amount
of cubits to the center of the table.
GEMON
Sudden death!!
Starbuck flashes a fiendish, child-like grin and begins to deal the
cards.
ON THE FLIGHT BRIDGE OF THE GALACTICA
ADAMA
Our patrol is under attack, Mr. President. We're not sure by whom.
The President appears on a monitor. Baltar is beside him.
ADAMA
As a precautionary measure, I'd like to launch intercept fighters...
Baltar leans into the President, whispering to him. The President
nods.
PRESIDENT
Quite right, Baltar. Commander, as a precautionary measure, I insist
upon restraint. If this turns out to be an encounter with some outlaw
traffic, we could jeopardize the entire cause of peace by displaying
fighters when we are so close to our rendezvous.
ADAMA
Mister President, two of my aircraft are under armed attack.
PRESIDENT
By forces unknown. You are not to launch until the situation is more
clear.
ADAMA
Sir, may I at least urge you to bring the fleet to a state of alert?
PRESIDENT
I will consider it. Thank you, Commander.
The screen goes black.
TIGH
He'll consider it? Has he lost his mind?
ADAMA
Colonel...
The Colonel looks quickly around at the hushed bridge, quite
embarrassed at his own outburst.
TIGH
I'm sorry, Commander, it's just that...well...
ADAMA
Yes, Colonel? What is it?
TIGH
The patrol is under the command of Captain Skyler.
ADAMA
Well, if I can't have confidence in my eldest son, who can I depend
on?
TIGH
Zac is with him. His first patrol.
This news weighs heavy on the Commander.
ON ZAC
as he fires and misses a Cylon fighter veering off and falling behind
him. Suddenly, he is the target.
ZAC
Skyler...
ON SKYLER
as he looks off, sees the confrontation off to one side of him
SKYLER
Keep them interested just a little longer...
ON ZAC
as the sky is exploding all around him
ZAC
Believe me, they're interested.
An explosion rocks Zac's plane.
ZAC
There goes another engine...
ON SKYLER
He zeros in on the Cylon plane from the side, swinging his ship to
come at the Cylon's plane on a perpendicular intersecting course.
SKYLER
Steady...steady...just don't look this way, guys...
IN THE CYLON PLANE
as they continue to focus on Zac. Suddenly, the pilot closest to
Skyler's side chances to swing his look out to the right.
POINT OF VIEW - THE CYLON'S
A colony fighter plane is coming right for him
THE CYLON
chatters frantically. The other two pilots turn to look.
ON SKYLER'S PLANE
as he fires torpedo lasers
THE CYLON PLANE
disintegrates
SKYLER
sighs with relief
SKYLER
The day those guys can outfight us without a ten-to-one margin...
ON ZAC
He is looking across the sky
ZAC
Skyler...better look at your scanner.
SKYLER
looks...
THE SCANNER
shows a solid wave of targets coming from somewhere in the distance.
SKYLER
But a thousand-to-one is hardly fair...
ZAC
What does it mean, Skyler?
SKYLER
It means there isn't going to be any peace. There may not be anything
if we don't warn the fleet.
ZAC
You go, Skyler. I'm short two engines. I won't be able to keep up
with you.
SKYLER
I can't leave you, Zac.
ZAC
You have to...and I'll be all right. If I put my foot in that turbo,
I'll make it back ahead of them. Now go on. You've got to warn the 
fleet.
A sober mood descends across Skyler's face.
SKYLER
You can fly with me any time, kid. Good luck.
Skyler punches the buttons and the roar of the turbo thruster
responds.
ZAC
Come on, baby, give me all you can.
He pushes the stick forward and moves off at a much slower speed.
ON THE FLIGHT BRIDGE OF THE GALACTICA
TIGH
Still nothing from the fighters, sir. Their transmission is being
deliberately jammed. If we don't launch...
ADAMA
We cannot launch when it has been expressly forbidden...
(on everyone's tense look)
This might, however, be an appropriate time to order a test of our
battle stations drill...
The bridge command smiles...
ADAMA
Sound the alert, Colonel!!!
IN THE READY ROOM
On a hand as it is turned over. All one color, all one symbol. A
pyramid.
STARBUCK
You may never see another one, fellas... A perfect pyramid.
ON GEMON
as he turns to his associate in sullen disbelief. Suddenly A CLAXON
blares loudly through the room. A book reader jumps up...a sleeper
wakes up...He slaps it to the top of the remaining deck, scattering
the cards.
GEMON
Unfortunate. We'll have to replay hand at later date. Duty calls.
Gemon whips a battle helmet from the floor and scoops half the pot on
the table into it, takes off, his compadre right behind him.
STARBUCK
Come back here, you little...Somebody stop him...!
But all hands charge for the doors, grabbing helmets and flight kits.
ON THE CATAPULT DECK
A vacuum tube races along the ceiling of a long, narrow chamber in
which countless fighter ships sit side by side in powerful launching
cribs. As the vehicle within the overhead vacuum tube progresses down
the flight line, pilots emerge from chutes leading from the overhead
tube, then race on foot for their individual fighter craft. Ground
teams are already on hand preparing the lethal-looking planes for
immediate launch.
STARBUCK
emerges from his drop and runs to the cockpit of his plane. A member
of the ground crew looks up from where he is hurriedly preparing the
cockpit.
CREWMAN
What's going on?
STARBUCK
Nothing to worry about. Probably some kind of aerial salute for the
President as they sign the armistice.
The crewman kicks a switch and Starbuck's plane beings to whine, the
pitch getting higher and higher.
ON ZAC
racing against time as his ship limps back toward safety
A WALL OF CYLON FIGHTERS
closing the gap. They begin to open fire.
ZAC
reacts to the explosions around him
ON SKYLER
racing in from space
SKYLER'S POINT OF VIEW
The flight deck of the Galactica as his fighter makes its approach
ON THE BRIDGE
TIGH
A single fighter approaching, Commander.
The Commander turns and moves to the scanner board where several
operatives sit watch.
OPERATIVE
Sir, long range scanner picks up large number of craft moving this
way at high speed.
The Commander and Colonel exchange rapid glances and hurry to the
scanner.
ADAMA
Get that pilot up here as soon as he lands. Get the President back on
the codebox.
ON THE PRESIDENT ON THE BRIDGE OF THE ATLANTIA
PRESIDENT
Yes, Commander?
ADAMA
Mister President, a wall of unidentified craft are closing towards
the fleet.
Baltar leans towards the President
BALTAR
Possibly a Cylon welcoming committee.
ADAMA
May I suggest that at the very least, we launch a welcoming committee
of our own?
BALTAR
Mister President, there remain many hostile feelings amongst our
Warriors. The likelihood of an unfortunate incident with all those
pilots in the sky at once...
PRESIDENT
A good point, Baltar. Did you hear that, Commander?
Adama is beside himself.
ADAMA
No, Mister President, I can't possibly have heard correctly. Did
Count Baltar suggest we allow our forces to sit here totally
defenseless?
PRESIDENT
Commander, we are on a peace mission. The first peace man has known
in a thousand years.
ON ZAC
Explosions charge the sky around him. He takes another hit. He
pales...
ZAC
Come on, baby, not much further...
ON THE BRIDGE OF THE GALACTICA
ADAMA
Mister President...
He is interrupted by Colonel Tigh with a report.
TIGH
A lone ship is coming under attack from the main force approaching
the fleet.
ADAMA
Did you hear that, Mister President. Your welcoming committee is
firing at our patrol.
PRESIDENT
Firing at our patrol? How do you explain that, Baltar?
He looks around.
PRESIDENT
Baltar! Baltar!
But Baltar has left the bridge.
ZAC'S POINT OF VIEW
The fleet is not far away now. 
ZAC
smiles
ZAC
We made it...
ON THE CYLON FIGHTERS
closing in on Zac, three to one.
POINT OF VIEW TO ZAC
as they line up on him for the kill
ON ZAC
ZAC
Blue flight two...in trouble. Request emergency approach.
ON THE CYLON SHIPS
as they fire
ON ZAC'S SHIP
as it explodes into infinity
ON THE BRIDGE OF THE GALACTICA
Athena comes out horrified
ON THE BRIDGE OF THE ATLANTIA
PRESIDENT
What was that?
ON ADAMA ON THE BRIDGE OF THE GALACTICA
as he suffers the implications of the shattered patrol ship
ADAMA
That was my son, Mister President.
ON THE CYLONS
as they streak towards the fleet, opening fire
ON THE BRIDGE OF THE GALACTICA
as countless Cylon fighters streak by, firing salvo after salvo.
Commander Adama looks out at the starfield suddenly alive with fires
and destruction, as a large battle wagon explodes beyond the
Galactica.
ADAMA
Launch fighters.
INSIDE THE BOWELS OF THE GALACTICA ON THE LAUNCHING DECK
as claxon blares
ON STARBUCK
as a red light goes on on his dash. He lowers the canopy. The ground
crewman steps back, signaling a control tower high above. As he runs
for cover, there is a hiss of steam and a blast as the ship roars out
of its crib.
ON THE OUTSIDE OF THE GALACTICA
as fighter after fighter begins to launch from the side of the huge
ship, angling diagonally off into space and into the attack.
ON THE BRIDGE OF THE GALACTICA
TIGH
Fighters launched, Commander.
ADAMA
Have any of the other ships gotten planes off?
TIGH
No, sir.
ADAMA
Lord help us.
ON THE LANDING DECK OF THE GALACTICA
Skyler is climbing hurriedly out of his ship.
ATHENA
moves to him on the dead run
ATHENA
Skyler, thank heavens you're all right.
She tried to crush into his arms. He is sympathetic, but stoic, and
in a hurry to report.
SKYLER
I've got to go back for Zac. It's an ambush. They jammed our
communicators. You tell Commander Adama there were no base ships.
He'll understand what I'm saying.
ATHENA 
Skyler...
SKYLER
Athena, just listen and tell Adama that it's more than just an attack.
The Cylon base ships are missing. That means they're up to something
diabolical. Now I've got to go back for Zac.
As he turns to charge away
ATHENA
You don't have to go back.
Skyler spins around. His tone is positive, but his expression is
uncertain.
SKYLER
You mean he's all right! One of the other ships picked him up!
Tears begin to roll down Athena's cheek.
ATHENA
No...
Skyler sucks in his breath and stares at Athena emotionlessly, then
turns away as she cries.
SKYLER
I guess I can give my report to Adama himself
He turns to move off
ATHENA
Your report? Is that all you can say? Zac's dead.
Skyler looks back
SKYLER
We'll probably all be dead soon.
Skyler steels himself against the pain, turns and exits up the metal
staircase.
ON THE LANDING DECK 
On Skyler as he enters the bridge of the Galactica. Adama is quick to
move to him and embrace him. Skyler tenses up.
ADAMA
You didn't have any choice.
Skyler pulls away
SKYLER
There were no base ships, only attack craft. Maybe a thousand,
hovering over Cimtar.
The Colonel moves up
TIGH
A thousand? You must be mistaken, Captain. Fighters couldn't function
this far from Cylon without base ships. They don't carry enough fuel.
The Captain looks off thoughtfully
SKYLER
We picked up an empty tanker on our scanner. It's my guess the Cylons
used it to refuel for the attack after flying to that point from
wherever their base ships are.
The Commander ponders that as the Colonel shakes his head skeptically
TIGH
Why operate that far from base ships when it isn't necessary. They
would have been well out of our range at the old moon.
A grim revelations descends across Adama's face
ADAMA
Unless it was more important that the base ships be someplace else.
Get me the President.
We read an ominous, foreboding look in Commander Adama's eyes
ON THE CYLON BASE SHIPS
Three large, circular aircraft hover in the sky above the planet
Caprica
IN THE LARGE CIRCULAR CHAMBER
lighted by very subdued, indirect sources. A door opens on a side and
two large, armored men move in wearing Cylon scanning helmets. They
cross until they come to a pedestal in the center of the chamber.
There, a creature sits with its back to us. The two men stop.
CENTURIAN
By your command.
IMPERIOUS LEADER
Speak.
CENTURIAN
All base ships are now in range to attack the Colonies.
ON THE IMPERIOUS LEADER
A truly inhuman form sitting amidst robes and peering at the two
figures standing at attention through a multiplicity of eyes
IMPERIOUS LEADER
The final annihilation of the life form known as man. Let the attack
begin.
ON A CYLON BASE SHIP
as large doors begin to open along the circular ship's entire
perimeter
ON A CYLON WARSHIP
as it launches from the aperture, and next to it, another and another
A WIDER ANGLE ON THE STARFIELD
to include three of the base ships, each launching her attack ships
ON THE BRIDGE OF THE ATLANTIA
fires raging all around. The President looks on, horrified as Adama
comes on a monitor
ADAMA
Mister President, I request permission to leave the fleet. I've
reason to suspect our home planets may face imminent attack.
The President takes these words like a death blow. He suddenly leans
against a bridge wall.
PRESIDENT
No. Pray you're mistaken. How could I have been so completely wrong.
I've led the entire human race to ruin.
ADAMA
You didn't lead us to this disaster, Mister President. But we were
led.
PRESIDENT
Baltar? No, Commander. I don't believe it. I won't...
With that, an explosion rips the command bridge open, engulfing it in
flame
ON ADAMA
as the monitor reflects the inferno, then goes blank
ADAMA
Mister President! Mister President!
All eyes swing from the monitor to the starfield, where the flagship
can be seen cruising a thousand yards away, its bridge aflame, its
flight deck alive with fires. Suddenly, the entire ship bursts apart,
disintegrating into a thousand torches hurdling through space. For an
instant, there is stunned silence on the bridge of the Galactica,
then as other Cylon ships roar by, firing at the Galactica, Colonel
Tigh moves up.
TIGH
Our long-range scanners have picked up Cylon base ships here, here
and here, putting them well within range of the planets Virgon,
Sagitara, and
Commander Adama, Athena, and Colonel Tigh look on as technicians plot
the course of the Galactica and enemy base ships on a large
translucent starfield map
ADAMA
Yes, Caprica.
The impact hits Athena
ADAMA
Helm, bring us around. We're withdrawing. Colonel, flank speed for
home.
ATHENA
Father, what are you doing?
SKYLER
You can't leave our Warriors!
ADAMA
(reluctantly)
We have to leave them to defend the fleet. Those with enough fuel
left will catch up.
ATHENA
And what about the others?
TIGH
At the very least, let us transmit our intentions. Give them a chance
to conserve what fuel they can.
ADAMA
No. If we have any advantage left, it's surprise.
ATHENA
Father, you're killing them!
ADAMA
Skyler!
Skyler moves to Athena to quell her mounting emotion.
ON STARBUCK
in his ship
STARBUCK
Boomer...
ON BOOMER
BOOMER
I see it.
JOLLY
Where's she going?
GREENBEAN
Hey, you guys, what's going on? The Galactica's pulling out!
ON STARBUCK
STARBUCK
There's got to be a good reason.
GREENBEAN
Sure, it's dangerous around here. Heads up, Boomer, you've got a pair
on your tail.
JOLLY
Pull up, Boomer. I'll try to get him off.
Starbuck looks back at the departing battle wagon, Galactica
STARBUCK
(introspectively)
There's got be a good reason...
ON THE GALACTICA
moving off away from the embattled colonial forces, most of the big
ships in flames
THE BRIDGE OFFICER
calls out from the communications board
BRIDGE OFFICER
Electronic jamming has stopped
SKYLER
They're clearing the air for their electronic guidance systems.
TIGH
That means the attack is under way.
BRIDGE OFFICER
No, sir, we're picking up long-range video satellite signals.
Everything looks perfectly normal at home.
All eyes swing to multiple monitors above the communications board.
ON THE MONITORS
An aerial view of Caprica with its pyramid-oriented architecture...
modern, strong. A beautiful day, as seen from various heights; from a
single downtown area, to a city, to an entire sector of the planet...
BRIDGE OFFICER
We have ordinary broadcast transmission coming up on four
TIGH
Commander, perhaps...perhaps we're in time. Perhaps the Cylon attack
on our fleet was a dissident faction, a small, anti-peace movement
ON MONITOR FOUR
a handsome young woman speaks to a camera from a garden spot, just in
front of an all-glass building set within a shopping mall
LYRA
Just ordinary people going to and from work, behaving not as if this
were the most significant day in all history, but rather as they would
on any other day. So far, details of the armistice meetings going on
at this very moment on the Star Kobol are not coming in as hoped for
because of an unusual electrical storm blocking out all interstellar
communication. However, as soon as available, you will see the first
pictures of what has been described as the most significant event...
A loud explosion from far away thumps through in the background.
People all around Orin suddenly turn and look, pointing, staring,
some beginning to shout.
LYRA
Excuse me, something happened. Perhaps some of you heard it...an
explosion of some kind... People are staring off in that direction.
Let's see if we can...
Lyra begins to move out across the garden, camera going with her...
getting jostled by a growing crowd.
CAMERA POINT OF VIEW
sees a fireball rising from the horizon beyond the city. Suddenly,
there is another...
LYRA
Oh, my God...a tremendous explosion...two of them... Are we getting
it on camera? People are beginning to run in all directions...
ON THE STREET WITH LYRA - LIVE
Suddenly, a Cylon warship streaks across the sky, firing laser
torpedoes. The buildings just beyond Lyra suddenly explode into
fireballs, rocking the street and sending Lyra falling, crashing
into the greenery.
LYRA
Ladies and gentlemen...it's terrible...someone is bombing the city...
BACK ON THE BRIDGE OF THE GALACTICA
Everyone on the bridge stares in shock at the visual and emotional
impact of watching their homeland being destroyed. A bridge officer
moves up with a report
BRIDGE OFFICER
Commander, the long-range scanners are picking up wave after wave of
small ships heading towards all of the inner planets.
Everyone on the bridge stares helplessly.
BACK IN THE MALL
on the surface of Caprice. Lyra reacts to a fighter swinging low over
the city, firing in her direction. She looks all around for cover, is
bumped and pushed, as people scramble in all directions.
LYRA
It's hopeless... People are dying all around me.. I see a small
child...running for his...Look out!
Lyra suddenly throws down her microphone...the camera being hand-held
by an engineer, swings around on her as she streaks towards a small
boy running with his dog from the path of a streaking attack fighter.
Lyra dives, pushing the child out of the path of the laser blast which
continues on up the street, devastating her camera crew. A second wave
of fighters screams by, completing the destruction, sending columns
and pillars of concrete crashing all around...
ON THE RUBBLE
as Lyra attempts to dig her way out, rising up with immediate concern
for the small form concealed beneath her
LYRA
Don't try to move...
The small boy pokes his head up, crying. Lyra comforts him, pulling
him to her
LYRA
Everything's going to be all right...
BOXEY
Muffit. Where's Muffit?
LYRA
Who?
BOXEY
My daggit. My daggit. Where is he?
LYRA
Your daggit? Oh, I'm sure he's fine...
Lyra swings her head around, looking. Suddenly, her eyes fix on
something o.s.
LYRA'S POINT OF VIEW
A pillar lies broken amidst other fallen building material and,
protruding from beneath the debris, a small dog lying motionless, not
breathing.
ON LYRA AND BOXEY
Lyra turns Boxey around, screening him from seeing the animal.
LYRA
I think I saw him run this way. Let's go look.
BOXEY
I want Muffit! Is he all right?
Lyra holds the boy close to her
LYRA
Sure...he's all right...everything is all right...everything is going
to be just fine...
She rocks the young lad in her arms, pondering the hollow lie that
leaves her lips as she looks around the city which was proud and
stately only minutes ago.
BACK ON THE GALACTICA BRIDGE As the high level satellite pictures
display the fire and aftermath of total and utter destruction of a
planet. Commander Adama turns from the monitor in defeat. Athena
appears almost comatose, in a dream state
ATHENA
First Zac, now this. They trusted us to protect them...
Adama attempts to draw her to him. She pulls away.
ATHENA
How could you have let it happen...
As she runs from the bridge, Adama looks to Skyler. He returns a
stoic, emotionless gaze.
SKYLER
You had no choice.
The two men momentarily share a common emotion, void of any
satisfaction.
ON ADAMA AND SKYLER
Suddenly, both men are spared further agony by the excited intrusion
of a voice.
BRIDGE OFFICER
Cylon base ships on long-range scanner...launching to all outer
planets
All eyes swing to the scanners, as pictures burst forth on all
screens, each one displaying fighters sweeping in on bombing runs
TIGH
No hope, Commander...
The Commander sinks with each devastating image from the colonies and
turns to communications, a hint of desperation in his voice.
ADAMA
What about Sagitarias? Perhaps there's still time to save...
BRIDGE OFFICER
Sorry, Commander...the planet is in flames.
The Commander pales, seems almost on the verge of collapse
ADAMA
Prepare my shuttle craft.
The Colonel looks at the Commander, startled
TIGH
Shuttle craft?
ADAMA
I'm going down to the surface of Caprica.
TIGH
Commander, that's out of the question! If the Cylon scanners should
pick you up...
ADAMA
You proceed to rendezvous with the survivors of the fleet.
SKYLER
I'll take you, Father, in my fighter. You're the last surviving member
of the Council. If we run into a Cylon attack ship, at least you'll
have a chance...
TIGH
As the man who'd have to fill your shoes, I insist on that, Commander.
ADAMA
Very well. Make preparations...and should I not return...
The Commander and Colonel extend hands, clasping each others' wrists
as they shake hands.
SKYLER 
You will.
ON THE GALACTICA
as a single fighter roars from its launching crib and off across the
starfield. On its departure, the Galactica banks and heads off to
pursue its mission.
ON THE GALACTICA BRIDGE
STARBUCK'S VOICE
(over intercom)
Red leader one...in trouble...in trouble
Colonel Tigh responds
TIGH
Surviving fighter ships rendezvousing, Commander!
ATHENA
We read you, Red leader. How can we assist you?
ON STARBUCK IN HIS SHIP
Sparks are flying all over the cockpit as a piece of instrument panel
dangles from its mooring. Starbuck struggles to keep the wires apart
and halt the dangerous electrical shorting, while at the same time
maintaining his flight attitude. He looks out the window
POINT OF VIEW - HIS PORTSIDE WING
The short, stubby extension that sweeps out after blast-off and
maintains this attitude through landing, is sweeping out and then back
into the aircraft, intermittently.
STARBUCK
Battle damage. Power control circuits shot away.. Give me a systems
analyst on the line
ON ATHENA
ATHENA
I am on the line, Starbuck. What's your condition?
STARBUCK
This is no time from trainees, Athena. I'm in real trouble
ATHENA
You will be if you keep talking like that. What's your fuel?
STARBUCK
Dry.
ATHENA
All right...run the check with me. Alpha circuit, close and
alternating to left servo circuit
Starbuck reaches into the sparking circuit board dangling from beneath
his instrument panel. He closes off a circuit switch.
STARBUCK
Alpha circuit closed and alternating to left servo circuit. No
response. My throttles are still full open.
ATHENA
Omega "C" circuit, closed and alternating to Servo support circuit.
STARBUCK
Alternating to Servo support circuit...
Starbuck is perspiring now. The throttle does not respond.
STARBUCK
Does not respond...
ATHENA
too, is now beginning to perspire
TIGH
Bring him in full throttle. There's no choice.
STARBUCK
I heard him. Get everyone out of the way. I'm coming in hot...ready
or not...
BRIDGE OFFICER
You're cleared to land...
STARBUCK
Roger. I hope you guys aren't counting off for neatness...
BACK ON THE BRIDGE
BRIDGE OFFICER
He'll be coming in like a missile.
TIGH
Clear the flight deck for an emergency landing.
ON STARBUCK IN HIS SHIP
He starts sweating profusely
POINT OF VIEW -STARBUCK'S
The rapidly approaching flight deck, racing up closer, closer
ON ATHENA
as she charges out of the elevator in time to see a plane coming in.
Suddenly, she is held back.
DECK HAND
Stay back...He could lose it.
ON THE SHIP
as it careens down the flight deck, turning sideways and crabbing
towards the superstructure
ATHENA
breaks from the deck hand's grip and charges off as we hear a long
screech, followed by a resounding crash from o.s.
ON STARBUCK'S SHIP
impaled on the side of a wall as steam and smoke flood the area.
Across the hangar beyond the ship, small emergency vehicles race out
of pockets in the walls and towards the ship.
ATHENA 
is first to reach the ship as Starbuck flips back the canopy and
jumps down the side of the ship. Athena reaches him, throwing her arms around him.
ATHENA
Starbuck, are you all right?
STARBUCK
For a guy who just had a whole fleet shot out from under him, I'm
fine...
The support team comes pulling up.
STARBUCK
Give her a good wash, fellas...
Starbuck streaks towards the elevators
ATHENA
It's been horrible.
STARBUCK
Yeah? You should have seen how we spent our day. We managed to single-
handedly keep the Cylons off your necks while you took off on a little
cruise...
They reach steps and begin to climb
ATHENA
Starbuck, don't you know what's happened?
STARBUCK
Sure, I know what happened. You should see this baby from the air
when she slips off across the sky. Beautiful sight, unless she
happens to be your base ship.
ATHENA
The colonies are gone, Starbuck...all of them.
STARBUCK
What are you talking about? Gone...what'd they do, pack up and sneak
away like the Galactica?
ON THE BRIDGE
as Starbuck storms into the chamber where the mood is subdued and his
entrance goes unnoticed
BRIDGE OFFICER
Ships are coming in on both decks, sir.
The Colonel leaves the map area.
TIGH
What's the count?
BRIDGE OFFICER
Sixty-seven fighters in all, sir. Twenty-five of our own.
TIGH
How many battlestars?
There is a pregnant pause.
BRIDGE OFFICER
None.
TIGH
What???
BRIDGE OFFICER
We're the only surviving battlestar...
TIGH
My God... Make the pilots from the other ships as welcome as you
can...
STARBUCK
Little late for that, Colonel...
All eyes swing to Starbuck moving in with Athena a few steps behind
him.
STARBUCK
It was a toss-up whether those guys would land or send in a belly full
of torpedoes. Unfortunately, no one had any left.
TIGH
What's the meaning of this insubordination?
ATHENA
He doesn't know what happened, Colonel. I don't think any of them
know.
Suddenly, two more pilots are on the flight bridge
STARBUCK
Know what? That the old man turned and ran, leaving a dozen of our
ships to run out of fuel?
Boomer and Jolly come to a stop beside Starbuck.
TIGH
Put the transmissions we monitored back on the scanners, for our young
patriots...
STARBUCK
If this is going to be a lecture on military protocol...
SUDDENLY THE SCANNERS COME TO LIFE
Four at a time, each displaying the attack bombing, the confusion, the
devastation of the colonies
SLOWLY PUSHING IN ON THE PILOTS' FACES
as they are sobered and horrified by what they see
CLOSE ON SKYLER
as he stands on a hill. His fighter ship, a silent sentinel to his
back. The glow of a myriad fires dance on his ashen face.
POINT OF VIEW
The flames from thousands of buildings burn far off in the distance.
SKYLER
turns as he hears what sounds like a mob approaching in the distance
ON A DOZEN TORCHES FAR OFF DOWN THE HILL
heading in the direction of the aircraft...voices shouting excitedly,
desperately
SKYLER
turns and heads off, taking camera towards a family dwelling. Once a
handsome structure laid out in half circles, now carved down the
middle by some unseen evil. One half of the dwelling is charred
remnants
INSIDE THE DWELLING ON ADAMA
He is illuminated across the darkened room by a rectangular candle
with twelve wicks. He stands by a wall covered with photographs of
himself, his two sons and a daughter. We recognize Athena, Skyler and
a second son, Zac. A handsome woman is also pictured with the family
and alone in several beautiful portraits taking her from a girl of
seventeen to fifty years. Tears well up in Adama's eyes as he takes
the oldest photo of his wife in hand
ADAMA
I'm sorry, Ila. I was never there when it mattered. Never.
The tears begin to stream down his cheeks as the memories of a
thousand lost moments and lost opportunities race through his mind.
Suddenly, he turns to see Skyler standing across the room.
ADAMA
I didn't hear you come in. I was just gathering a few remembrances.
You want this likeness of you and Zac?
Skyler snaps back, his mood hardening against the hurt
SKYLER
No...
(beat)
Look, there are crowds coming. They probably saw our ship land...
Adama stiffens
ADAMA
I'll be a few more minutes
Skyler turns to leave, then seems to soften, turning back.
SKYLER
Maybe she wasn't here. Maybe...
The Commander looks at Skyler with finality.
ADAMA
She was here...
Skyler nods and slowly withdraws.
OUTSIDE THE DWELLING - THE CITIZENS WITH TORCHES
have approached to within fifty yards of the sleek fighter ship. Their
voices are pitched and angular as they stride down the gentle incline
towards Skyler, who moves out to meet them, warily gauging their
hostile cries.
SANDELL
Where are they? Where're the rest of your fancy fliers?
LOBE
Where were you, lad, when they were killing everyone in sight? What
were you doing, boy?
As they close the gap to within a few feet of Skyler and seem bent on
taking him apart, a woman's voice calls out
LYRA
Wait!
For a moment, there is hesitation. The mob parts as Lyra steps
forward, holding a small boy by the hand.
LYRA
Let him talk.
She continues on out until she is face-to-face with Skyler.
LYRA
Before they do what they will with you, I'd like to know where you
were. Where were all of you? We waited...we watched and prayed...but
you never came...
Skyler looks down at the small, innocent face looking up from beside
Lyra, a child with dirt and confusion in his innocent eyes.
SKYLER
Most of us are dead.
The crowd breaks into an undertone of awe...
SKYLER
The fleet is all but destroyed.
The crowd breaks into cries of despair and anguish
LYRA
But you are here...where did you come from?
SKYLER
The battlestar Galactica
LYRA
Survived...
SKYLER
Yes...
LYRA
And what of the President and the Council of the Twelve...and the
other colonies. Surely we can fight back. We have the will and at
long last, after hundreds of years, we are united...all twelve
colonies. They cannot possibly defeat our combined strength...
A voice from offstage commands their attention
ADAMA
We became as one too late.
The group is stunned to find so imperious a figure as one of the
Council of the Twelve amongst them.
LYRA
Commander Adama...
LYRA
Miss Lyra.
ADAMA
Then it's true. We are defeated...doomed.
Skyler and the Commander exchange looks. The little boy, Boxey, stares
up at Skyler admiringly
BOXEY
Can I ride in your ship, Mister?
Skyler bends down and picks him up. Skyler looks at the lad, then at
Adama pointedly.
SKYLER
Fighter ships are no place for boys...
LYRA
They're going to have to be if our people are going to survive...
Adama turns and walks off to the edge of the bluff overlooking the
burning cities beyond. Lyra moves up behind him, beside Skyler who
is carrying the young child.
LYRA 
We are going to fight back...we can't simply give up.
The Commander seems deep in thought as he looks out over the ruins.
Then he turns and looks past Lyra and Skyler...past the boy
ADAMA
Yes, we are going to fight back.
A cry of bravado goes up from the torch-bearing mob...cries of
satisfaction, of frustration, of vented anger
ADAMA
But not here...not now...not in the colonies...not even in this star
system. Let the word go forth to every man, woman and child who has
survived this infamy. Tell them to set sail at once in every assorted
vehicle that will carry them...
SKYLER
There isn't time to arrange provision, Father. The Cylons will be
sending landing parties to eradicate the survivors. If we could send
in our remaining fighters...
ADAMA
No. There are too many of them and too few of us. There is a time to
fight, and a time to withdraw...to fight another day.
SKYLER
But there is no way to board the entire population on the Galactica.
And we have no troop carriers, nothing that can make light speed.
ADAMA
We'll use what we do have. Every inner-galactic passenger liner,
freighter, taxi...even inner colony buses...air taxis...anything
that will carry our people into the stars...
LYRA
And when they have gathered in the stars...?
ADAMA
We will lead them...and protect them...until they are strong again...
The group facing the Commander turn, exchanging curious looks. Either
they are in the presence of a madman or a savior...
A PLANET IN FLAMES
with countless assorted vehicles rising from it, leaving it far behind
SUPERIMPOSE THE TITLE
EXODUS
BACK TO ADAMA'S VOICE
ADAMA'S VOICE
And the word went forth to every outpost of human existence...and they
came...The Aeries from Aeriana...
ON ANOTHER DISSIMILAR PLANET
with more ships rising into the stars
ADAMA'S VOICE
The Gemons from the planet Gemini...
ON ANOTHER PLANET
with multiple moons
ADAMA'S VOICE
The Virgos from Virgon...The Scorpios, the Picons...and the
Sagitarians...
ON THE RAG TAG FLEET
assembling among the stars. As they move by camera, we see lettering
of every description, color and text. A bulbous vessel, bearing the
signet, "TRANS-STELLAR SPACE SERVICE"...an immense vehicle with the
lettering "GEMINI FREIGHT"...a small space tram, "TAURON BUS LINES"...
a long-range passenger liner with lettering and initials in a
non-descript, unfamiliar text, dominated by three large symbols on its
tail structure...as far as the eye could perceive, a fleet of vehicles
of every assortment, size and shape...
BACK TO ADAMA'S VOICE
ADAMA'S VOICE
In all, two hundred and twenty ships representing every colony, color
and creed in the star system. The human race might have one more
chance, but it would first have to survive the Alliance...the elements
and the unknown dark and sinister threats that would lie ahead
ON A CYLON BASE SHIP
hovering over Caprica
TWO CYLON WARSHIPS
approach the Cylon mother ship
INSIDE THE INNER CHAMBER
a side door opens and two Cylon warriors cross towards the center
pedestal with a human between them. He is Baltar. One of the two
sentries beside Baltar speaks.
SENTRY
At your command.
LEADER
Welcome, Baltar. You have done well.
Baltar looks as if he is about to attack the Leader...obviously an
unwise move
BALTAR
I have done well...What have you done? What of our bargain? My colony
was to be spared!
LEADER
The bargain was altered.
BALTAR
How can you change one side of a bargain?
LEADER
But there is no other side. You have missed the entire point of the
war.
Baltar's resolve, his anger, is replaced by a creeping concern that
he has erred in his evaluation of the man before him.
BALTAR
I don't know what you mean.
LEADER
I mean, there could be no dominion over the species so long as man
remained a power within the Universe. It was man or the Alliance.
There could be no compromise.
BALTAR
But you have what you want...the threat no longer exists...I delivered
my end of the bargain. My dominion was to be spared.
LEADER
There can be only one dominion...one power... one authority...there
must be no exceptions.
BALTAR
But I have no ambitions against you!
LEADER
Could you think me so foolish as to trust a man who would see his own
race destroyed?
BALTAR
Not destroyed, subjugated...under me.
LEADER
There can be no survivors. So long as one human remains alive, the
Alliance is threatened.
BALTAR
Surely you don't mean me?
LEADER
We thank you for your help, Baltar. Your time is at an end...
The Leader nods and the two ominous sentries on either side of Baltar
lift him from the floor, one on each arm, and begin to take him away.
BALTAR
No...you can't...you still need me...
ON THE LEADER
LEADER
Send the flight leader in.
ON THE DOOR
A sentry enters and stands aside as the flight leader enters. He moves
directly to the center of the room.
FLIGHT LEADER
At your command...
LEADER
Report on the final assault on the human colonies.
FLIGHT LEADER
The ships all report similar circumstances. The initial attack was so
effective, there were no survivors.
LEADER
(incredulously)
No survivors!!! On any of the twelve colonies?
FLIGHT LEADER
That is correct, Imperious Leader.
Slowly push into the Imperious Leader's knowing gaze...
ON THE RAG TAG FLEET
Countless ships of every description scattered across the sky behind
the lone survivor of the Colonial Fleet. We slowly push into the
lead vehicle and see its name
"GALACTICA"
IN A LARGE COUNCIL CHAMBER
Commander Adama stands before a large, seated gathering, the starfield
to his back
ADAMA
Long, long ago...whether thousand or millions of year is
unimportant...our recorded history tells us that we descended from a
mother civilization, a race that set out into the universe to
establish colonies. Those of us here now represent every known
surviving colony, save one. A sister world far out in the universe,
only remembered to us through ancient writings. It is my intention to
seek out that remaining colony, that last outpost of humanity in the
universe. A civilization like our own, to ask their help in
rebuilding...and perhaps, to warn them of an evil Alliance and their
intention to eradicate all mankind.
LIEUTENANT STARBUCK
rises to his feet. All around him are other fighter pilots.
ADAMA
Lieutenant Starbuck, you have a question?
STARBUCK
Yes, sir. If we're talking about the same colony, I remember reading
about it in ancient mythology. I don't think anybody even knows where
it is, and if our own ship is any indication, we barely have enough
fuel to get out of this galaxy.
Starbuck sits as a surge of agreement sweeps through the room.
ADAMA
A very good point. It will be our plan to find a fuel source and
extended provisions before we leave the star system.
Colonel Tigh rises to his feet.
TIGH
Commander, I feel I speak for the vast majority when I say this is
hardly a fleet of sturdy, well-equipped soldiers up to battling the
universe. Most of these people barely got away with their lives.
They're emotionally and physically unprepared for the kind of journey
you propose.
The crowd seems to agree as Skyler is now on his feet, as well.
SKYLER
And less than a third of the ships we're escorting can make light
speed. It could take us generations to find this colony.
ADAMA
And we'll find it because we have no choice. If we stay in this star
system, the Alliance will find us. We'll travel only as fast as our
slowest ship. We'll be only as strong as our weakest brother. We are
the only surviving battlestar, but the combined pilots that survived
ours and the other ships are the best in all the universe. They are
up to the task of protecting each and every one of you.
LYRA
rises to her feet. We recognize her as the newswoman from Caprica.
LYRA
Commander Adama...forgive the void in my education, but star
mythology was never my best subject. This thirteenth colony...
this other world...where is it? What is it called?
Adama takes a long pause as he scans the audience, then turns to the
starfield and gazes at it like a man searching the horizon for a
glimpse of a sail beyond a sea.
ADAMA
I cannot tell you that I know precisely where it is...but it lies
beyond this star system in a galaxy like our own. As for the planet's
name...
Adama looks back to the expectant throng...
ADAMA
It is called Earth.
A long beat as excitement builds through the congregation.
END OF HOUR ONE
HOUR TWO
FADE IN
ON THE GALACTICA
maneuvering ahead of the rag tag fleet
IN THE CONFERENCE ROOM
Adama stands before a translucent starmap, addressing a council of
elders
ADAMA
Our course, while indirect and arduous, has successfully brought us
to the outermost reaches of the star system without encountering
Cylon patrols. If we can hold out for another eight or nine centons,
we can reach the planet Carillon.
Adama turns and moves back to face the main body
ADAMA
There, hopefully we can find fuel, water, and prepare fresh stores
of food...
ON ANTON
ANTON
Hopefully? My dear Commander, there is not one amongst us who is not
grateful beyond words for your vision and resourcefulness in saving
us all from certain death. Are we now to throw it all away...
Anton rises
ANTON
As of this moment, we face a crisis no less lethal than the Cylon war
machine. I would rather see my loved ones extinguished in the micron
flash of a Cylon cannon than drift in fuelless vehicles while
starvation, dehydration, and suffocation agonize us one by one.
ADAMA
Anton, it was hardly possible to adequately prepare ourselves for the
journey we've had to undertake. We had to leave. We had no choice.
Anton moves to the map.
ANTON
But we have a choice now. We can stop here on Borallus. We know that
everything we need is here...food, water, fuel...
There are waves of approval throughout the room
ADAMA
And undoubtedly a Cylon task force.
A murmur races through the room
ADAMA
It is the most logical place for us to stop. Precisely why I believe
it would be fatal to do so.
ANTON
Possibly fatal. Is it not surely fatal to continue towards Carillon...
Colonel Tigh rises
TIGH
Commander...the situation has reached crisis levels. Rations have
already been cut by two-thirds. How much more can we conserve?
ADAMA
As much as we have to, to reach Carillon. It is our only hope.
ANTON
The Cylons will be looking even unto those far reaches.
ADAMA
There is a path here, through the Nova of Madagon. Not patrolled, and
a savings of some two centons in reaching Carillon.
A gasp is heard throughout the council as Adama points to a course
through the starfield.
ANTON
Commander, while I may not be a military expert, even I know that the
Cylons avoid patrolling that area by mining it to make passage
impossible.
ADAMA
Not impossible. We will do it. We have no other choice.
ON THE BODY OF ELDERS
Their faces are grim
ON A CYLON BASE SHIP
hanging ominously in the sky
INSIDE THE INNER CHAMBER
two Cylon Centurians enter with Baltar between them. Baltar is a
different man than the one who strode arrogantly before the Imperious
one.
ON THE IMPERIOUS LEADER
CENTURIAN
By your command...
LEADER
The people of Cylon wish to offer you an opportunity to serve, Baltar.
Baltar searches for deception in the Leader's words, but he is too
resigned to death to challenge the unexpected words.
BALTAR
To serve...?
LEADER
It appears that a small band of refugee humans eluded the Alliance...
Baltar seems to stand a little taller
BALTAR
I tried to forewarn you...
The Centurians hurl Baltar to the flood and hold staffs against the
back of his head.
LEADER
I offer you life, and you question my judgment? Dangerous....
BALTAR
raises his head slightly
BALTAR
Kill me...
The Imperious Leader stares at Baltar. The Centurians waiting for a
sign to kill him.
LEADER
Let him rise
The Centurians remove their staffs. Baltar climbs to his feet.
LEADER
I sense a bargain...
BALTAR
We bargained before and it left me a dead man. This time I will have
my reward before I serve you.
LEADER
The entire Alliance serves me. Why do I need you?
BALTAR
Why do you spare me? Because you fear man. You do not understand him.
When your forces had taken and put the entire nation of Tucana into
slavery, man was there to break the chains. When you chose to dominate
the people of Gaelon, man was there to make the Galics strong, to help
them seek their own destiny. The Cylon is content to serve. Man is
born to lead. But I can succeed where you have failed.
LEADER
What is your bargain?
BALTAR
When I find the survivors of the colonies...they are mine.
LEADER
And how to you propose to protect this bargain?
BALTAR
There are those who will follow me...away from your influence...away
from your interests...
LEADER
All the stars interest me...
BALTAR
You can have no reign on tyranny. There is room for all...
LEADER
You appear as a man, but you think like a Cylon.
BALTAR
The better to serve you, while serving myself.
LEADER
You will need Centurians.
BALTAR
Two will be adequate.
LEADER
Only two...??
Baltar looks from the Centurian on his left to the Centurian on his
right
BALTAR
These two...
LEADER
Your arrogance will destroy you.
BALTAR
I would rather die by my own hand, than yours.
LEADER
So be it...they are yours...
Baltar smiles, nods and turns...
BALTAR
Come along, boys...
As Baltar moves off, the Centurians stand stoically awaiting
instructions from the Imperious Leader
LEADER
Go with him...Serve me!!
CENTURIAN
By your order...
They turn and move off as we close into a very troubled Imperious
Leader
ON THE RAG TAG FLEET
sailing through the sky at a slow pace
ON AN ANTIQUATED VEHICLE
pushing in to establish the lettering on its side...
COLONIAL MOVERS
"WE MOVE ANYWHERE"
INSIDE AN ENGINE AREA
Skyler crawls out from an access area beneath some mechanical gear...
is hands and face soiled as his Captain markings on his shoulders are
the only indications of military rank. He turns to a tool kit to put
away some instruments, taking us to an older man...
JENSING
I understand two other ships have already broken down...
SKYLER
And twenty-two have run out of fuel.
Skyler closes his tool his and rises...looking grim
JENSING
It's serious?
Skyler looks at the man whose face bears the emotional scars of too
many recent disasters
SKYLER
Until we stop for materials or find minerals to make our own, I just
can't repair it...and you'll never be able to keep up with the fleet
like it is.
JENSING
But what will we do...?
SKYLER
We'll have to transfer everyone off of this ship to one of the others.
How many people on board?
A beautiful young lady enters
LYRA
Twenty-nine...
Skyler turns and smiles
SKYLER
Well, a celebrity. I would have thought you could have pulled a little
space on one of the plush passenger liners.
LYRA
I have no interest in pulling space. This ship was assigned to me.
JENSING
She's being charitable. We asked her if she'd come with us to see if
she could help us with the little boy.
SKYLER
Little boy?
LYRA
You remember the child found in the bombing? The Jensings lived in the
same module as Boxey's parents who were killed in the first wave...
JENSING
He doesn't sleep and he doesn't eat...even emergency rations. In fact,
Lyra is the only one he'll even talk to.
LYRA
That's about all I can get him to do. He lost a little daggit which
apparently meant everything to him. I thought you might help.
SKYLER
If he won't eat for you, I don't know what I can do.
LYRA
He seemed to spark a little when you picked him up on Caprica. I got
the feeling you were good with children.
SKYLER
(introspectively)
I grew up with a kid brother...
IN A NARROW COMPANIONWAY
off of which countless cubicles have been formed as living quarters in
the hold of this cargo vessel. Skyler looks into the faces and lives
of the refugees occupying the rooms which are open, partially open,
and in a few cases, entirely curtained off with makeshift draperies.
They arrive at a room which is draped shut. There is only a night
light on inside. Skyler looks at Lyra. She gestures inside. Skyler
reaches into his back pocket and withdraws his military cap with its
scrambled eggs and insignia of the Colonial Warriors. He enters...
INSIDE A TINY CUBICLE
Spartan in its furnishings, the night light illuminates the face of a
young boy, who lies staring at the ceiling...wide awake
SKYLER
Excuse me...I hope I'm not interrupting anything...
Boxey's eyes widen
SKYLER
I'm in charge of finding young men to try out as future fighter
pilots. Your name is Boxey, correct?
BOXEY
Uh-huh...
Skyler nods and moves to the bed and crouches beside it
SKYLER
Good. I've been looking all over for you. You should have made contact
with the Commander. You know we're very short on pilots...
BOXEY
I'm too little to be a pilot...
SKYLER
Oh sure, right now, but how long do you think it takes to become a
full Colonial Warrior?
BOXEY
I don't know.
SKYLER
You have to start when you're very small, or you won't get these until
you have gray hair.
Boxey lifts his head to see what Skyler is pointing to on his
shoulders. The young lad's eyes show their first glimmer of interest
as they see Captain's emblems.
SKYLER
You like them?
Then as quickly as the interest appeared, it vanishes and the youth
withdraws to his pillow
BOXEY
I want Muffit...
SKYLER
Well, I don't know. There isn't much room for a daggit in a fighter
plane.
BOXEY
He's gone. He ran away.
SKYLER
Oh? Well, maybe we can find one of Muffit's friends?
BOXEY
There are no daggits...I asked...
Skyler steals a helpless look at Lyra, who looks back, both
appreciatively and sympathetically.
SKYLER
Well, I'll tell you what...
Skyler removes an emblem from his shoulder and places it on Boxey's
night clothes
SKYLER
As Colonial Warrior First Level, you are entitled to the first daggit
that comes along
Skyler rises and starts out of the room, then hesitates at the door
SKYLER
But only on the condition that you get your rest, eat all of your
primaries, and stop chasing girls. Good night, Officer...
Skyler salutes and exits with Lyra. Behind them, Boxey steals a peek
at the emblem on his pajamas. He clutches it in his hand and stares
at the darkened ceiling as we move to see the far off look which
windows the confused world of a six year old boy.
IN THE CORRIDOR
Skyler waits as Lyra moves up to him
LYRA
Thank you. I was right; you are good with kids. You and your brother
must be very close.
Skyler steps away
SKYLER
We were.
LYRA
I'm sorry! The war?
SKYLER
I suppose...
LYRA
Look, if you'd rather not involve yourself...
SKYLER
(interrupting)
Don't be silly. What's a Warrior to do after he's lost the big one...
win a few of the little ones...
LYRA
That's not a little one in their, Captain. You win that one, you've
accomplished something.
ON A LARGE SHIP WITH THREE GIANT PODS
The livery ship. Three large circular compartments, connected by long,
narrow metal corridors. Skyler walks with Starbuck down a corridor.
STARBUCK
I don't think I can help you, Skyler. Other than fixing the landing
servos on this livery machine, the only thing I know about livestock,
which includes daggits, is that they've run out of food to feed them.
Let me show you...
They have entered one of the large circular pods, taking us to a ring
of animals all facing into a central feeding device. The animals are
in pairs, each pair representing a different species. Starbuck leads
Skyler to one of the stalls where we find two unicorns, one lying on
its side.
SKYLER
How long has he been like that?
STARBUCK
He collapsed last night just after I was brought on board. You know
unicorns are very monogamous. His lady's in foal. They think he's
been letting her have his share of the food ration. If we could have
stopped at Borallus...
Skyler storms away
SKYLER
We couldn't stop. The Cylons would have been there...waiting...
STARBUCK
Well, when these animals are gone, they're gone. We'll just have to
accept the fact that generations will grow up without ever having
seen a unicorn... or a tagon...or a...
SKYLER
There wouldn't have been any generations of anything if we'd stopped.
I would have made the same decision as my father.
Starbuck moves after Skyler
STARBUCK
Okay...okay...it's just rough to have to watch them slip away, one at
a time...
SKYLER
I'll tell you what's rough...We've got a little boy in the same
condition. Are you sure no one brought any daggits along someplace in
this whole fleet?
STARBUCK
No. We're both out of luck...I already checked.
SKYLER
Both out of luck! You checked for daggits? Why?
STARBUCK
Daggit racing...
SKYLER
What?
STARBUCK
What's one of the most awful things that can happen to people on a
long voyage?
SKYLER
They die...
STARBUCK
Not that awful. I'm talking about things to do for excitement.
Skyler's interest plunges into disgust
SKYLER
Fifty million Cylons chasing us all over the stars...our ships are
falling apart...there's nothing to eat...and you're worried about
excitement.
STARBUCK
Well, when you put it like that...Anyway, I got the idea before it
began to look like we weren't going to make it at all...
SKYLER
We're going to make it...the animals, too.
STARBUCK
Tell him...
Starbuck and Skyler have arrived at a droid whose front is open,
exposing its workings. There are tools in front of the machine,
suggesting that Starbuck has been working on it.
STARBUCK
How's it going this morning, Zeus?
A slightly effete but benevolent voice responds
ZEUS
Not well... All species receiving inadequate food supplements to
survive the voyage to the planet Carillon...
STARBUCK
You're wrong, Zeus. Commander Adama has just decided to take a chance
through the Nova of Madagon. That'll cut two centons off of the
journey...
ZEUS
The Nova of Madegon is mined by the Alliance. The percentile risk of
successfully traversing the strait makes it statistically impossible.
STARBUCK
Is that right?
ZEUS
Yes, that's right.
STARBUCK
Thank you.
ZEUS
Thank you.
STARBUCK
Thank you.
ZEUS
Thank you
Starbuck shakes his head
STARBUCK
Idiot...
ZEUS
I beg your pardon...
Now it's Skyler's turn to react. His face lights up. He, too, has seen
the light.
SKYLER
Starbuck...that's the answer...You've saved a life...
STARBUCK
What?
SKYLER
Never mind...Thanks...I owe you one...
Skyler turns and hustles out. Starbuck looks after him
STARBUCK
Malnutrition...it's getting to everyone. All right, Zeus, now we have
to reprogram some of your circuits for landing on a planet. Do you 
understand?
ZEUS
Why did you call me an idiot?
STARBUCK
Oh, for crying out loud...
ON A STARFIELD
so bright, it defies the unprotected eye to scan it
ON TWO PILOTS IN THE BRIEFING ROOM
Starbuck and Skyler viewing a monitor
ADAMA
The Nova of Madegon is not a Nova at all, but a starfield so bright
your cockpits will be sealed to prevent blindness. You will navigate
by scanner and sweep everything out of your path with turbolasers.
Any questions?
STARBUCK
Yes, sir. Would this be an appropriate time for me to take my sick
leave?
A small, nervous laugh. Adama smiles the longest and seems to take his
time answering the quip.
ADAMA
It would, but request denied. I didn't arrive at you two to lead us
through without a great deal of anguish. If it will do any good, let
me assure you that should you fail...no one will survive. Therefore, 
you have the advantage of controlling your own fate. The rest of us
must sit in anticipation of your skill...
Skyler rises
SKYLER
Or lack thereof...
IN AN OUTER CORRIDOR
Adama exits a room and is accosted by Athena. Adama does not stop
ATHENA
Father...I can't believe you're doing this! Why couldn't you have
listened to the others. We should have stopped at Borallus. We
wouldn't have to be taking this awful chance with their lives...
Adama stops and looks at Athena.
ADAMA
Whose lives?
ATHENA
Starbuck's and Skyler's.
A knowing look crosses Adama's face
ADAMA
You place Lieutenant Starbuck's name ahead of your brother's.
Curious...
She turns away
ADAMA
And here I'm supposed to be all-knowing
ATHENA
I didn't know myself until I heard he was going. It's all so
hopeless...If they survive this... if any of us survive...What next...
How long before we find Earth?
ADAMA
Perhaps never.
ATHENA
That's what I was thinking, Father. We could grow old waiting. I
mean, we may never have the chance...to...
ADAMA
To get married and have children and a home...
ATHENA
Yes...
ADAMA
Well, I think it's premature for you to be worrying about old age. I,
on the other hand, ought to give a great deal of thought to this
voyage...If it should go on and on...
ATHENA
But you have to lead them. You're all that's left.
ADAMA
No, you're left...and Skyler and Lieutenant Starbuck and Colonel Tigh
and...well, so many more good people. That's why the journey is worth
any sacrifice. There are so many people worth saving... and beginning
again...
Athena hugs her father
ATHENA
I'm sorry if I spoke out of turn before...I've never faced death
before.
ADAMA
You faced senseless killing as you should have... with horror. That's
the difference between humans and the Alliance. We don't waste life,
we only risk it when there is no other choice...as in this case, where
the very survival of the human race may ride on three young men...
ON SKYLER
in his cockpit
SKYLER
Ready...
ON STARBUCK
in his cockpit
STARBUCK
I'm not ready...But let's get it over with anyway...
ADAMA ON THE BRIDGE
ADAMA
Launch...
ON THE OUTSIDE OF THE GALACTICA'S LAUNCHING TUBES
as two ships blast into space
ON THE BRIDGE
TIGH
Nova starfield ahead, sir...
Adama says a silent prayer
ON TWO COLONIAL FIGHTERS
sweeping through space and approaching a bright field of light
INSIDE SKYLER'S COCKPIT
SKYLER
I may not be able to see anything, but it's sure getting hot. You
picking up the field on your scanner?
STARBUCK
STARBUCK
Negative...my scanner's burning up...
SKYLER'S VOICE
I was afraid of that. It's too bright for the scanner...
STARBUCK
And a little too late to turn back, I'd say. What do we do?
SKYLER'S VOICE
Only one thing I can think of...hold positions and blast away...
STARBUCK
What if we miss a mine?
SKYLER'S VOICE
One of us will be the first to know it. Let's go.
ON THE COLONIAL FIGHTERS
as the two sleek ships angle through the brightly-lighted starfield
firing everything they have
ON THE MINEFIELD
as mine after mine detonates
ON THE BRIDGE OF THE GALACTICA
a tense crew watches the scanners. Suddenly, a cheer goes up
TIGH
It's working, Commander... They're clearing a path a hundred maxims
wide.
ATHENA
Now that's precision flying! Starbuck really knows what he's doing.
ON STARBUCK
STARBUCK
Are we hitting anything? I can't see a blessed thing.
SKYLER
Be hanged if I know...but it's cooling off...I believe we made it...
STARBUCK
Yaaaahooooooo...
ON A PLANET
suspended in space
ADAMA'S VOICE
The planet Carillon...
IN THE ASSEMBLY ROOM
from which the Planet Carillon is clearly visible through the window
to space
ADAMA
Landing operations will begin at once.
Adama turns to address the gathering of military officers
ADAMA
Our mineral scanners have located what we believe is the approximate
site of the old mining expedition. Captain Skyler will lead a military
sortie to the surface.
SKYLER
Will any civilian personnel be allowed to land?
ADAMA
Only those responsible for the farming operation. We will make
exceptions only for extreme cases, medical or otherwise.
IN A CORRIDOR ABOARD THE MOVING VAN
Lyra moves along with Skyler
LYRA
Still won't eat...doesn't sleep. Commander Adama even granted
permission for him to go down onto Carillon and help care for the
livestock. It would do him a world of good.
SKYLER
I think I have something that'll interest him.
IN A MAINTENANCE LABORATORY
in which we find a row of droids staring at us. WIDEN to see Doctor
Wilker leaving a bench at which a scope is connected to a droid and
sending out pulses which make a hand function up and down. The o.s.
sound of a door opening automatically brings the Doctor around.
SKYLER, LYRA AND BOXEY
enter. Doctor Wilker leaves his bench and walks up to greet them
WILKER
Ah, Captain Skyler. Right on time. We've been expecting you. Is this
the young officer who's been put in charge of the new project?
Skyler swings a look down to Boxey, who is now half-hiding behind him
SKYLER
Well, I haven't had time to fully discuss the project with him. It's
our hope that he'll accept.
Boxey pulls on Skyler's leg. Skyler looks down
BOXEY
(whispered)
I want to go back to my cubicle.
SKYLER
Boxey, this is a military order. We have to at least hear the Doctor
out. Tell us more about the project, Doctor.
WILKER
Well, as you know, we will soon be landing on various alien planets.
It's important that we be safe. Ordinarily, we'd have trained daggits
to stand watch at night when our Warriors are asleep in their
encampments, but we don't have any daggits. So, we had to see what
we could come up with. We'll call the first one, Muffit Two.
Boxey looks up at Skyler
BOXEY
What'd he say?
SKYLER
I didn't really get it all, Doctor. Maybe you'd better show us.
WILKER
Right. Oh, Lanzer...
A young man moves from the back of the lab holding something in his
arms. It is large and friendly-looking. It has curly hair implanted
all over it and as Lanzer puts it down on the ground, it begins to
bark in a high-pitched, friendly tone and move towards Boxey. When it
gets there, it stops. Its tongue comes out; it begins to pant, and
its tail wags frantically from where it protrudes through a hole at
the back of the droid's silver skin.
WILKER
Naturally, the first one will have to be looked after very carefully.
Boxey stares at the small droid incredulously
BOXEY
That's not Muffit. It's not even a real daggit.
WILKER
No, but it can learn to be like a real one. It's very smart. If you
would help us, he'll be even smarter.
Boxey continues to stare at the daggit. The daggit, in turn, continues
to pant
BOXEY
Stop that.
The daggit stops panting and cocks its head quizzically
BOXEY
begins to show the hint of a smile. He turns and takes a step away
from the small droid. The droid stares. Boxey moves a few more feet,
then moves off down the corridor. The daggit rises and follows after
him
DOCTOR WILKER
turns to Lyra and Skyler
WILKER
(sotto)
We used the image of Boxey you gave us to train the droid to respond
to him
ON BOXEY
as he stops at the end of the corridor and turns to look at the
daggit. He opens his arms. The small droid moves forward, sits up on
his hind legs and puts his paws on Boxey's small chest. Boxey turns
his cheek against the small companion and smiles back up the corridor
at Lyra and Skyler and the Doctor. It is love at first sight.
ON SKYLER, LYRA AND WILKER
SKYLER
That's one I owe you, Doc...
He smiles
WILKER
Any time...
As he leaves, Lyra turns to Skyler with a warmth she hasn't felt
since before the holocaust...when the world turned dark.
LYRA
That's one I owe you, Skyler.
SKYLER
Any time...
ON THE SURFACE OF CARILLON
Pushing in as we see colonial fighters streaking close over its
surface
STARBUCK
Surface cleared to land...
ON THE BRIDGE OF THE GALACTICA
ADAMA
Proceed to land the livery ships
ON THE SURFACE OF CARILLON
as he livery ships soar by on their way to the surface
INSIDE THE CYLON BASE SHIP IN THE INNER CHAMBER
on the Imperious Leader
LEADER
It has been seven centons, and not one word of the humans. What have
you to say, Baltar?
Baltar stands before the Leader, confident and illusive
BALTAR
Their doom is imminent.
LEADER
You know where they are...
BALTAR
I know where they will be.
Baltar smiles confidently and turns to leave
LEADER
I have not dismissed you.
Baltar stops...looks back
BALTAR
You want them...Then I must go
LEADER
You know that when you have found them, you will yet have to deal
with me for your arrogance.
BALTAR
Yes...but this time, I will be prepared.
As Baltar turns and exits, we push in on the Imperious Leader, his
hatred for Baltar growing with every centon.
ON STARBUCK, BOOMER, SKYLER AND JOLLY
standing on the surface of Carillon, their fighter ships in the
background. It is not day; it is not night. An odd illumination from
two moons gives the planet a midnight sun effect
BOOMER
I wonder what it's like in the daytime.
SKYLER
This is the daytime...
STARBUCK
Lovely. I can't imagine why it isn't overpopulated.
SKYLER
My scanner reads life forms beyond that hill. Either it's some high-
energy-yielding substance or they left some kind of caretaker
operation behind when they abandoned this place. Starbuck and Boomer,
you take the shuttle and check it out. Jolly, you go to work on the
livery detail with your squadron. I'll use mine to start checking out
this area for signs of the old mine. Everybody sync your chronometers.
I want a check in every four millicentons on the security frequency.
Understood?
Everyone nods and pressed their wrist chronometers which emit random,
out-of-sync tones at odd intervals at first, then come into sync, so
that in effect we hear a pattern of steady, rhythmic pulses.
SKYLER
Let's go.
The men all turn and head off in varying directions. As they do, we
pan and move into one of many formations in the area that look like
the edge of a crater or giant ant hill or...
REVERSE ANGLE
To Starbuck and Boomer moving off, we are looking down the sights of
a strange-looking weapon. Suddenly, a hand moves in and pushes the
barrel down
CLOSE ON TWO SMALL CREATURES
They are insect-like, approximately five feet tall, large, bulbous
eyes and four arms. Seetol turns and nods, taking camera to a third
creature who also carries a weapon with two hands and turns to work
a machine device with a third and fourth hand. A faint whine can be
heard and the three creatures slowly begin to submerge down into the
crater
ON A SUBTERRANEAN PASSAGEWAY
the pod appears in a cell-like opening. The three creatures step off.
One remains at the elevator-like structure; the other two move off
down the passage, which is alive with a pulsating golden light coming
from the cell-like panels
ON ANOTHER CELL-LIKE OPENING
As the two creatures move up a passageway towards it. They arrive and
we pan with them, taking camera to an immense chamber deep beneath the
earth
THE MINE
is a giant, beehive-like structure with countless levels and
honeycomb-like compartments. We ca see workers busily poking at walls
and withdrawing ore, which is, in turn, placed in small vehicles which
other workers are maneuvering throughout the multicorridored structure
INSIDE A CHOSEN CHAMBER
Very plush. A creature sits on a cushioned floor, surrounded by slaves
serving all manners of personal needs, from playing a sitar and a
bee's hum, pruning or manicuring two of the chosen creature's limbs,
and providing some kind of smoking device for occasional puffs...
SEETOL
enters
SEETOL
They have come.
The voice is that of a girl...soft and pleasant. The next voice is
that of the Queen of the hive...deeper, just as soft, but infinitely
more refined
LOTAY
Don't disturb them. It will only stir them up. They'll be perfectly
harmless unless angered or frightened.
Seetol nods, bows, and withdraws as Lotay draws on the strange pipe
ON THE LIVERY SHIP
sitting far in the background as animals are being led into the
foreground
ON SKYLER
as he points out a meadow area bordered on all sides by short, rocky
hills. Jensing looks on with several other farmer.
SKYLER
We'll use nitrogen injection in that area. It looks level enough that
we won't have to bring down soil movers
The ranchers nod and move off as Boomer and Jolly come running up
JOLLY
Captain, we aren't alone on this planet. You'd better come right away.
Skyler gives Jolly a worried look and follows after him
ON GREENBEAN
with his sidearm in hand, his shaking hand extended in front of him
with the weight and fate of his people dispersed on his nervous face.
Skyler and Jolly charge up
GREENBEAN
No doubt about it, Captain. Someone's here besides up. Look at that...
Skyler swings his look over to some rocks. He sees nothing at first,
then looks down and sees a snarling face. It is Muffit Two
SKYLER
All right, Ensign, I'll handle it. Put up your weapon.
Skyler moves forward as Greenbean and Jolly watch warily
SKYLER
Come on, Muffy...here boy.
The robot dog prances out from behind the rocks, his tail wagging.
Skyler bends down and pats the droid on the head
SKYLER
Where's Boxey? Go find Boxey.
The droid takes off towards the livery ships
SKYLER
It's obvious you guys haven't boned up in your manual on dealing with
natives on friendly planets.
Skyler turns and moves off, leaving Greenbean and Jolly in confusion
SOMEPLACE ELSE ON THE SURFACE OF CARILLON
The shuttle can be seen resting far in the b.g. as Starbuck climbs
over the rocky crest of a hill and looks down. His face suddenly
reflects an awesome find
STARBUCK
Boomer...
ON BOOMER
climbing up to the crest over jagged rocks
BOOMER
Yeah...yeah...what is it now...
STARBUCK
(stunned)
You aren't going to believe this, Boomer...
Boomer nears the top
BOOMER
Feeling is believing...
STARBUCK
(dazzled)
No, I mean really...
Boomer reaches the crest and looks. His mouth falls open
BOOMER
I don't believe it...
POINT OF VIEW - PARADEESE de FESTIVE' 
Far down a steep, rocky incline within the walls of a canyon, a
carnival of color and lights and spherical glass set amidst greenery
and pools of water, in a narrow valley of cliffs. People and creatures
come and go amidst laughter and song.
BOOMER AND STARBUCK
exchange blank stares
BOOMER
What is it?
Starbuck shakes his head dumbfounded
STARBUCK
I don't know.
Starbuck rises up, drawing his sidearm, and carefully starts down the
steep incline
ACROSS A CLEARING AMIDST THE POOLS OF WATER AND GARDENS
creatures and people move up and down the paths, laughing gaily.
Beyond them, Starbuck and Boomer appear, still completely disoriented
STARBUCK
It sure is pretty...and it sure sounds friendly...
A scream from o.s. They wheel around
A BEAUTIFUL YOUNG WOMAN
is staring at Starbuck and Boomer
WOMAN
Don't shoot!! What do you want?
Starbuck embarrassingly looks at the weapon in his hand and quickly
puts it away, smiling
STARBUCK
I mean no harm. You're from Taura...
WOMAN
Yes, I'm a Taurus. How'd you know that?
STARBUCK
The dialect...What is this...What are you doing here?
WOMAN
What am I doing here??? What are you doing here??? Why are Colonial
Warriors sneaking around a resort with their weapons drawn? Everything
is perfectly legal.
Starbuck and Boomer exchange looks
WOMAN
Isn't it...?
STARBUCK
Would you mind telling us how you got here?
WOMAN
On the bus.
Another exchange of looks between Starbuck and Boomer
BOOMER
Must've been sniffing plant vapors...
STARBUCK
Would you tell us about this bus?
WOMAN
It was all handled through my travel agent. This place is fabulous...
I just can't believe they can give you all this for so little
money...
(she hurriedly starts to open her purse)
Look, I won over a thousand cubits...
Her purse burgeons with gold
STARBUCK
You won those cubits...here????
WOMAN
In there, sure...Look, they said it was all legal, so if it isn't,
you'd better take on the whole star system because everyone is doing
it. Look, I'm late. Talk about meeting people, they weren't kidding.
We're going on a moonlight cruise. Two moons. How can you go wrong?
She giggles and hurries off. Boomer looks after her
BOOMER
I don't get it. How cut off can they be. She didn't act like she'd
even heard about the war.
STARBUCK
There's something even more peculiar. Why haven't we heard about this
place?
BOOMER
I suppose you know every gambling den in our star system...
Starbuck slowly turns to look at Boomer. Boomer nods.
BOOMER
You're right. If there's a game going on, you know about it.
Starbuck turns and starts moving towards the lavish sphere.
STARBUCK
But this isn't back room cards! This is the biggest splash I've seen
outside of Orion.
Starbuck stops in his tracks and looks at Boomer as if seeing a light
flashing
STARBUCK
Which colony did the mining exploration on this planet?
The light begins to glow for Boomer
BOOMER
Orion...
STARBUCK
Count Baltar's private little empire. It was his engineers that
reported back to the Colonies that mining on this planet was
financially unfeasible
BOOMER
So he sets up a gambling resort. Why? Why put something like this
together and keep it a secret?
STARBUCK
To avoid paying Colonial taxes...his share of the war...
BOOMER
Yeah, but if you don't tell anyone about a place like this, you don't
do any business.
STARBUCK
Does this place look empty?
BOOMER
It just doesn't make any sense...
STARBUCK
It'll make sense when we ask the right questions...
INSIDE THE GIANT SPHERE
a circus of gambling games, attractive females, humanoid and extra-
terrestrial. A lovely, feline-looking cocktail waitress moves up to
Starbuck just inside the entrance. She is dressed very modestly,
revealing little but the shape of four handsome breasts and a furry
tail which removes a soiled glass from a chrome railing as she
extends a tray to Starbuck.
STARBUCK
No...thank you.
She moves off as Boomer moves up, his eyes on the waitress
STARBUCK
Did you see that tail...
BOOMER
Sure did...
A scream goes up from a gaming table nearby. Starbuck and Boomer take
a look. As they do, a cry of joy goes up a few feet away...and another
further across the room...
STARBUCK
The odds must be incredible here. People are winning a fortune...
BOOMER
And they are obviously well fed. Let's get a hold of whoever's in
charge and see about getting some food back to the fleet.
STARBUCK
Hold it...slow down...The last thing these people may want to find is
a Battlestar sitting on their front door...
BOOMER
Then you think this set-up is illegal?
STARBUCK
It wasn't exactly listed in the Colonial Concordance of places to
go...things to do...
Boomer starts looking around a little more nervously
BOOMER
Then they may not be too happy to see us, either.
STARBUCK
I've never been in a crooked gambling den that didn't depend on
military pay vouchers to keep their doors open.
Suddenly, a pit boss is on them
PIT BOSS
Welcome, gentlemen. Is that an emblem of the Colonial Fleet that I
see?
STARBUCK
Yes...it is...
PIT BOSS
I didn't realize they were in the area.
STARBUCK
As a matter of fact, we're kind of here on our own.
PIT BOSS
Little out of the way, aren't you?
BOOMER
Secret mission.
STARBUCK
He likes to be dramatic. Just a reconnaissance flight...see that the
armistice is being observed...
The ensuing moment seems like an eternity to Boomer and Starbuck. Does
the pit boss seem to be grinning at their naive lie, or is he being
genuinely hospitable?
PIT BOSS
How worthy...and how fortunate to have you with us. Consider
yourselves guests of the establishment. Food and drink are on the
house.
The pit boss smiles once again and moves off
BOOMER
Well, how do you feel now, sport? We have the run of the place while
our people are starving to death, and it'll be at least two centons
before we can raise crops.
STARBUCK
What did you expect me to do, ask the guy for twenty thousand quantums
of food for a couple of straggler pilots on a reconnaissance flight?
BOOMER
Maybe we could kinda' confide in him...
STARBUCK
Boomer, until we know who these people are, just keep in mind it'll
only take one informer to have the whole Cylon war machine on its way.
BOOMER
So what do we do? We've got to get fuel and food back to the ships.
STARBUCK
First thing we do is check in with the fleet and tell 'em what we've
found. Meanwhile, I'll try to find out who's behind this place. How
many cubits do you have with you?
BOOMER
Cubits!!! There are people back in our fleet half-starved and you're
going to gamble?
STARBUCK
Boomer, this time it's in the line of duty. We've got to start asking
some questions, but carefully, very carefully. Now go...check in...
BOOMER
All right, but you'd better make this last...that's all there is...
Boomer drops three cubits into Starbuck's hand
ON A HI-LO TABLE
Three people are seated at what might be a space-age blackjack game.
Starbuck heads for an open chair beside a woman, who, but for a few
pounds, might be extremely attractive. The other two at the table are
male, both approaching obesity
STARBUCK
This chair taken...?
The girl eyes Starbuck appraisingly. She likes what she sees.
LORNA
Well!!! The fleet's in...Sit down...
(She checks his shoulders for an insignia; looks impressed)
Lieutenant...you've come to a lucky table.
STARBUCK
That right...?
ON THE GAME
Hi-Lo or 7/11 as it is known throughout the star system, is a game
played with cards or electronic extensions of cards between any number
of players and a dealer.
The object of the game is to draw a hand as close as possible to
either 7 or 11. It is the players' choice, a judgment the player makes
after viewing his first card, or 'up' card...
ON THE SHUTTLE CRAFT
standing ominously still where Boomer and Starbuck left it on a
volcanic rock plateau
ON A ROCK FORMATION
as Ovion faces begin to rise from concealment and move towards the
ship
IN FRONT OF THE PARADEESE de FESTIVE'
Boomer ambles to a position of seclusion near some lush landscaping.
He withdraws a pocket communicator and talks into it in hushed tones
BOOMER
Land probe to Galactica...land probe to Galactica... Come in...
There is no response
BOOMER
Galactica...come in Galactica...
Boomer taps the small hand device and holds it up to his ear. He can
hear static, but no signal
BOOMER
Land probe to Galactica
BACK UP ON THE VOLCANIC ROCK PLATEAU
The Ovion leader raises his hand. A platoon of Ovion soldiers level
their hand weapons on the silent ship. He drops his hand
THE WEAPONS
fire multiple bursts of flame
THE SHUTTLE CRAFT
erupts into a pyre that reaches high into the sky
THE OVIONS
turn and begin to back away
THE SHUTTLE CRAFT
explodes into a fireball which rises high into the night sky
ON THE SURFACE OF CARILLON
in another place
THREE OVION FACES
appear at ground level and continue to rise into frame. They stare
off...
POINT OF VIEW
Boxey moving along with Muffit Two behind him. Suddenly, Muffit Two
stops and looks towards camera and growls
THE OVION CREATURES
lower back beneath the ground
BOXEY
moves off towards Skyler. Muffit continues to start at the mound
ON BOXEY
as he moves up to Skyler who is scanning the area with an electronic
probe
BOXEY
How soon before things begin to grow?
SKYLER
Morning. By the end of the day tomorrow, we'll have a whole crop of
fresh food instead of comrations. Won't that taste better?
BOXEY
I'd rather go home. Why'd we have to leave? Why'd those people want
to hurt us?
SKYLER
Oh, because there are and have always been living beings who cannot
accept anything they don't understand...anything different
BOXEY
What do you mean, different?
SKYLER
Just about anything at all...the shape of your eyes, the number of
limbs, the color of the outer layer of your skin...even thoughts and
ideas. They just aren't equipped to deal with difference.
BOXEY
You mean they're stupid.
SKYLER
I guess by our standards. How can it be anything but stupid to kill
what you don't understand?
BOXEY
Why don't we kill them back?
SKYLER
Then we'd be changing what we are...to be like them. It's better for
us to go someplace else.
BOXEY
What if they come after us?
SKYLER
We might have to defend ourselves.
BOXEY
You mean kill them.
SKYLER
Possibly.
BOXEY
Then we'd be like them.
SKYLER
Boxey, you're beginning to see how complicated life is. We don't
believe in war, but the opposite of war isn't necessarily peace. What
we want is freedom...the right to be left alone, but there's always
the chance someone will come along and spoil everything.
BOXEY
So you kill them.
SKYLER
No...you try to establish penalties. Something that makes spoiling
someone else's way of life unrewarding.
BOXEY
You kill them.
SKYLER
Boxey, you have a way of reducing everything to very simple terms. I
don't know...maybe you're right...in the end we're talking about life
and death. Life is precious. No one has the right to tamper with
another's, without the risk of forfeiting their own. I think maybe
we're getting a little deep for a boy your age.
BOXEY
Why? You can die at any age, can't you?
SKYLER
Yes, Boxey, you can...Where's Muffit?
BOXEY
Right here...
Boxey turns to look. Muffit is not to be seen. Then from beyond the
mound, we hear barking
BOXEY
There he is.
SKYLER
Better get him. If he wanders off, he could fall into an old mining
probe and we'd never find him. And be careful...stay in plain view of
the livery ships.
BOXEY
I will.
As Boxey turns and moves off, Greenbean hurries up
ON GREENBEAN
GREENBEAN
Captain, I think we've got problems.
SKYLER
You've found another droid...
GREENBEAN
No...we lost Jolly...
Skyler gives Greenbean an impatient look
SKYLER
How could anybody lose Lieutenant Jolly...there's so much of him, he
almost qualifies as a planet. Let's check it out.
Skyler moves off with Greenbean
ON BOXEY
walking along amidst the mounds, scanning in all directions
BOXEY
Muffy...Muffy...Darn you daggit...Where are you...
Suddenly, a hand appears on Boxey's shoulder. He spins around. He
starts to scream.
ON AN OVION
As one hand reaches out to cove Boxey's mouth while two more hold his
arms to his side.
INSIDE THE OVION CHAMBERS
Boxey is being led down a corridor by two Ovion creatures. He is both
dismayed and frightened by the strange new world he has entered.
Suddenly, he hears barking. He takes off on a dead run.
BOXEY
Muffy!!!
AN OVION SOLDIER
raises his weapon. The other stops him from using it. They start after
Boxey.
ON THE ENTRANCE TO THE CHOSEN CHAMBER
Boxey charges up and through the legs of the Ovion guard as she
attempts to stop him. The guard begins to pursue him.
INSIDE THE CHOSEN CHAMBER
Boxey charges in, sees Muffy standing beside Jolly, barking at the
Chosen Leader. Her name is Lotay. As the Ovion guard is about to grab
Boxey, Lotay raises a hand.
LOTAY
Leave him.
Boxey crouches beside Muffy, holding him close. Muffy licks his face.
Lotay scans the odd assemblage before her -- an obese flyer, a small
child, and a peculiar-looking droid.
LOTAY
A curious group...
(after a thought, a pleasant smile)
But they will do nicely. Take them to a cell and prepare for the
others as quickly as possible.
Jolly edges over, grimly putting an arm around Boxey
IN THE PARADEESE de FESTIVE' CASINO
AT STARBUCK'S TABLE
another cheer goes up as Starbuck rakes in more cubits
STARBUCK
Let 'em ride again.
LORNA
Hey, you're fine. Where've you been all week? Where're you from? No,
let me guess, you're a Capricorn...
STARBUCK
What gave me away?
LORNA
Your tenacity...I mean you get what you want and you're aloof...All
you people from Caprica are alike
(she giggles)
And also your insignia says your unit is from Caprica.
STARBUCK
How'd you find out about this place?
LORNA
A girlfriend at the office told me about three of her roomates coming
here. They had such a good time, they stayed over...wrote us to come.
It was too good a deal to pass up.
STARBUCK
What's a good deal?
LORNA
Five cubits round trip, all meals included for one centon. I don't
know how they do it. The food is so good, I've gained ten pounds, and
my girlfriend...if she doesn't stop eating, they'll never get her
back off the planet.
Starbuck looks around at the capacity crowd
STARBUCK
I guess they make it up on the gambling...
LORNA
Except that I'm ahead fifty cubits.
Starbuck watches as the dealer punches up a card...A cheer from the
table...Lorna giggles.
LORNA
You win again.
Boomer returns with a serious look on his face
BOOMER
(sotto)
We'd better talk.
Starbuck reads Boomer's expression...rises
STARBUCK
Thanks for the company.
LORNA
(invitingly)
Any time...hurry back.
Boomer and Starbuck cross the casino into a lounge area from which
music is pulsating
STARBUCK
Where are we going? I'm finding out all sorts of things, like the fact
that these people are completely cut off rom ews of the outside world.
BOOMER
I'm not surprised. Be careful what you say, we're being watched.
As Starbuck starts to look around
STARBUCK
Who by?
Boomer slaps a hand on Sarbuck's back and grins broadly for effect
BOOMER
Right...Let's have a drink and listen to some music...loud music.
IN THE LOUNGE
A trio of female Tucanas are performing in what can best be described
as a spaced-out Supremes style of music. Tucanas are unusual beings,
in that while they are not totally unattractive in a feline sort of
way, they do have two mouths, which in a woman can be devastating,
unless they happen to be singers...
STARBUCK AND BOOMER
sit into a table combination for two and Starbuck is immediately taken
by the group
BOOMER
They can't try to read our lips in here.
STARBUCK
The place is full of lips. Look, are you sure you aren't imagining
things? This place is all right.
Starbuck places a cubit in a slot on a small pedestal in the middle of
the table. A cup drops down and amber begins to stream into it. He
then places a large stack of cubits in front of him, to Boomer's
amazement.
BOOMER
Where'd you get all those?
STARBUCK
Hi-lo. One thing this place isn't, is crooked. Would you listen to
those girls? They're great.
BOOMER
Forget the girls. Talk to me. What else did you pick up at that table!
Starbuck continues to stare at the girls
STARBUCK
Like what?
BOOMER
Like why they might need to watch us.
STARBUCK
Who?
He follows Boomer's gaze
TWO OVIONS
standing by a dapery partition are looking towards Boomer and
Starbuck. One turns and moves off
STARBUCK AND BOOMER
BOOMER
Ovions.
STARBUCK
Who?
BOOMER
Ovions. They're all over the place. My section got a briefing on them
from Intelligence.
STARBUCK
Where do they come from?
BOOMER
No one seems to kow much about them. They just started showing up on a
few outposts, mostly as migratory workers
STARBUCK
Looks like they're well-equipped for that...
BOOMER
It's their politics that are in doubt.
STARBUCK
I don't see how that's too important any more.
BOOMER
Why not?
STARBUCK
How can we worry about subversion when we don't have a planet left
to subvert? Hey, would you listen to those girls? They're incredible.
ON THE GROUP
The middle lady belts out a song in a fashion not dissimilar to Bette
Midler. The two ladies flanking her belt out 'oo's' and 'ah's,'
singing four-part harmony, with both mouths cranking out decibles of
music while the lead singer only seems to be using one of her two
orifices. The upper mouth is definitely doing all the work, but
effectively...very effectively.
STARBUCK
is mesmerized
STARBUCK
We could make a fortune if we could put those girls on the star
circuit. I mean big money, Boomer.
BOOMER
I don't believe you. Every creature in the universe is out to
exterminate us, and you want to hire a vocal group.
STARBUCK
Have a little vision, will 'ya. The war can't last forever. Someday,
it'll be over and what'll we be...antiquated, burned out fighter
pilots.
THE GIRLS
go for their big finish. The two outside ladies hitting a sustaining
chord only missing one element. We somehow feel it's forthcoming.
THE MIDDLE LADY
soars for a high note with her upper mouth and just as we reach the
final few beats in the melodious piece, we see the lower mouth, silent
for the entire song, open. We know it's coming...and it does...a low
resounding bass note on the final beat of the song that breaks the
glass in Starbuck's hand. The room breaks into tumultuous applause
STARBUCK
is flabbergasted. He rises
STARBUCK
I gotta' talk to them...
Boomer pulls him back down
BOOMER
You aren't going to talk to anybody. We're here on a mission.
STARBUCK
And I'm doing everything I can to find out what's going on. What did
the Commander tell you to do?
BOOMER
I couldn't reach the fleet.
STARBUCK
Why not?
BOOMER
We're in some kind of communication void. Probably the canyon walls.
STARBUCK
Well, hike up to the shuttle and call in
(rising with some consternation)
I'm telling you, we're sitting on top of a gold mine with these girls,
and all you can see is danger behind every rock.
BOOMER
It's a Tylium mine we're suppose to find and... where're you
going...?
STARBUCK
It doesn't matter where I'm going. You're going up to the shuttle to
heck in. And the sooner you do, the sooner we'll be getting food and
suppliess back to our ships. I'm telling you, these are nice people.
You can tell Commander Adama I said so.
As Starbuck moves off towards the casino, Boomer shakes his head
worriedly, then moves off.
OUTSIDE THE CASINO
Boomer exits and starts away. Suddenly, he finds he isn't alone.
Moving to one side of him through the shrubbery is an Ovion. To the
other side, another Ovion. He stops, looks back. Guarding the door
behind him, another Ovion. Boomer suddenly runs towards the rocks, a
laser blast streaks out. Boomer dives for cover. His hand reaches down
to his belt. He pushes an armature. As the Ovions slowly move up to
him and level their weapons on him
BOOMER
Easy fellas...nice bugs...
ON THE BRIDGE OF THE GALACTICA
Skyler appears on a monitor
SKYLER
First Sergeant Jolly...then the boy and his droid...
Adama greets the news with every possible defense
ADAMA
The surface is covered with mining probes. They may have both fallen
in some similar crevice.
ON THE SURFACE OF CARILLON
Skyler speaks into a scanner
SKYLER
Two disappearances possibu...but now our patrol beyond the ridge is
centons overdue, and we've just picked up the Flight Sergeant's
emergency beacon.
ADAMA
nods, concedint the weight of evidence
ADAMA
All right, Captain Skyler. Dispatch an immediate rescue mission beyond
the ridge.
SKYLER
I'd like to command it myself.
ADAMA
No, you've vital where you are.
SKYLER
Commander, Starbuck and Boomer are the best we have. If they're in
trouble...
ADAMA
Very well. Report in as soon as possible. Galacica out.
Adama signs off and turns to Tigh
ADAMA
I don't like the feel of it. I think it's time for an on-site
inspection. Prepare my shuttle and a squad of your best Warriors.
TIGH
Right away
TWO COLONIAL WARRIORS
streak over the edge of the mountain and across the sky
IN SKYLER'S SHIP
He is scanning the ground...searching
SKYLER
We'll follow the vector heading of the life signs Lieutenant Starbuck
was checking out.
Skyler galnces over to the next ship
ON JOLLY
as he nods his understanding
ON SKYLER
SKYLER
Let's go down on the deck...
ON SKYLER'S SHIP
as he peels off and rakes down closer to the surface, followed
immediately by the other ships, in flights of three.
AT THE LIVERY SHIPS
A cluster of Colonial Warriors are lined up in military formation
ADAMA
We'll divide into teams of two and criss-cross the area from the point
Flight Sergeant Jolly disappeared. We don't have much time, so cover
your quadrants as quickly as possible. All right... disperse...
Suddenly, a woman's frantic voice calls out
LYRA
Commander...
The men step out of formation to depart. Lyra rushes up to Adama
LYRA
Commander, the boy...Boxey...I just heard he's missing. May I join
the search? I've grown very attached to that little waif.
ADAMA
This isn't easy terrain.
LYRA
I've been to places in the star system that make this look like a
stellar lounge.
ADAMA
I'd be honored to have you aboard.
She returns Adama's ingratiating smile
ON SKYLER IN HIS FIGHTING SHIP
as he soars along at tree-top level, scanning the ground
SKYLER
I don't know where Starbuck's shuttle is, but it's sure not on these
coordinates
GREEBEAN
He must've decided to...
Suddenly, Greenbean's mouth flies open
GREENBEAN
Captain!!!
SKYLER
already aware ofwhat Greenbean sees
SKYLER
I see it...
GREENBEAN
What is it?
SKYLER
I haven't got the slightest idea, but that's where Boomer's distress
signal is coming from.
GREENBEAN
What do we do about it?
SKLER
Find a place to land and have a look.
THE TWO FIGHTERS
peel off in search of a landing spot
ON THE SURFACE OF CARILLON
Colonial Warrior criss-cross a segment of land which appears as a
slightly angled plane of black, volcanic rock
ON TWO WARRIORS
as they move past camera, we pan back to see the ground open up to
reveal to Ovion warriors moving up out of the ground
IN ANOTHER AREA
Greenbean and another Warrior move past camera. Once again, they are
no more than a few feet away when two more Ovions appear behind them.
ON ADAMA
He stops with Lyra at his side to allow her to catch her breath. A
cold wind chills them
LYRA
Getting very cold...
ADAMA
We won't be able to continue the search much longer. The
temperature's dropping too fast
Lyra looks off to one side
LYRA
That's odd. We seem to be the only ones on the summit.
ADAMA
Must've been moving a little faster than everyone else. I'll admit I'm
worried.
Lyra turns and moves back past a rock formation on this high plateau
LYRA
Commander, you'd better have a look.
Adama turns and moves back around the rock formation
POINT OF VIEW
A long sweeping vista of black volcanic rock anglingdown to a small
meadow where the livery ships stand ominously alone and still
ADAMA
turns back to Lyra
LYRA
They're all gone...we're alone.
ADAMA
quickly drwas his weapon
ADAMA
It's impossible.
LYRA
Commander, I'm frightened. What's going on?
ADAMA
I don't know, but let's...
Adama half turs...his look freezes. Lyra turns and screams
ON TWO OVIONS
their weapons extended towards the two humans
ON SKYLER AND GREENBEAN
as they approach the burned-out remains of two Viper War ships. Both
men have their weapons drawn as they move up cautiously
GREENBEAN
If Boomer and Starbuck were in those birds, sir...
Skyler...looks down at his communicator. It continues to flash.
SKYLER
It would have been destroyed their distress beacon. No...Boomer's
signal is still loud and clear.
GREENBEAN
What do we do?
SKYLER
You stand guard on the ships. We can't afford to lose two more. I'm
going to follow Boomer's beacon. It seems to be coming from down
there. Whatever it is...
Skyler moves with Boomer to look down on the Casino de Festive'
INSIDE THE OVION CHAMBERS
Adama and Lyra are being escorted by guards. As they reach the main
chamber, Adama and Lyra look around in amazement.
LYRA
What is it?
MOVING POIINT OF VIEW
The large main chamber where countless Ovion workers mine Tylium
around the clock
ADAMA
It may be the largest underground Tylium mine in the star system
LYRA
To run our ships...
ADAMA
(ominously)
To run somebody's ships
They arrive at the Chosen Chamber. The guards stand aside. Adama and
Lyra enter
INSIDE THE CHOSEN CHAMBER
Lotay looks up from her perch.
LOTAY
You are Commander Adama?
ON ADAMA AND LYRA
ADAMA
I am...
LOTAY
Welcome to Carillon. You are impressed?
ADAMA
Outraged is more like it. Where are my men and the boy?
As easy smile crosses Lotay's face
LOTAY
Would you care to join them?
ADAMA
You bet I would...and if anything's happened to any one of them,
you'll answer to the Colonies.
The Chosen Leader smiles non-committally and rises. We find that she
is taller than the worker Ovions. She leads the way as the Ovion guard
move in behind Adama and Lyra.
IN A CORRIDOR
LYRA
(sotto)
Did that smile mean she knows the Colonies don't exist?
ADAMA
(sotto)
I don't know...
They arrive at another entry. The Leader stands aside.
LOTAY
Enter...
Adama and Lyra exchange wary looks and pass through the door.
INSIDE THE GUEST CHAMBER
Adama and Lyra stop in their tracks and stare incredulously
POINT OF VIEW -- THE CHAMBER
alive with music and entertainment...four-armed jugglers, dancing
Ovions...and a banquet befitting kings with succulent victuals of
every dimension, proportion and manner
JOLLY
JOLLY
Commander!!!
Everyone turns to look. Boxey jumps down from the knee of an Ovion
workers and runs to Lyra. Jolly moves hurriedly, food in hand...a
drumstick and an odd-looking piece of fruit
JOLLY
It's like nothing we could have dreamed of. They've got plenty of
everything we need, and they want to share it.
LYRA
Sounds like paradise...
Adama gazes around the room warily...a troubled look on his face.
ADAMA
Yes, it does...
LOTAY
We are a communal order from birth. We all work...We all share...
There is no competition, no jealousy, no conflict...only peace and
order.
ADAMA
Perpetual happiness.
LOTAY
Happiness is the goal of an immature order. All pursue it. Few have
it. None can sustain it. The Ovion is content. It is better.
Adama and Lyra exchange cautious looks
LYRA
It seems to work for you.
LOTAY
For millenniums it has been so. Now, join us... Be our guests...be
well fed, well entertained... Be content.
The Ovion Leader smiles that strange, bewildering look that suggests
a private meaning. Adama can't help feeling it's more than a benign
suggestion.
IN THE CASINO ON TWO OVION SECURITY GUARDS
watching Starbuck and looking anything but benign
ON STARBUCK AT THE HI-LO TABLE
A cheer arises from the gallery which by this time is substantial.
They watch with vicarious fear as Starbuck presses his entire
accumulations of cubits out on the wagering table.
ON LORNA
LORNA
What're you going to do with all that money?
STARBUCK
Let it all ride...
A small cheer from Lorna and the two obese gentlemen. As we pan off to
the main door as a figure enters.
SKYLER
looks around incredulously. He hears a resounding cheer...looks...
POINT OF VIEW
A narrow aperture through the gallery reveals the image of a Colonial
Warrior as the center of attention.
THE DEALER
seems to be looking for help. He is perspiring.
DEALER
I will have to see if they will remove the limit.
The dealer signals o.s. as Skyler moves up and stares in utter
disbelief at the pile of golden cubits in front of a cigar-smoking
Starbuck.
SKYLER
Lieutenant, do you mind telling me what you're doing?
Starbuck turns, somewhat startled and embarrassed
STARBUCK
Winning...I mean
(he struggles to his feet, rising awkwardly from his stool)
Sir...
SKYLER
What is this place? What's going on here...
Starbuck turns to Lorna
STARBUCK
Uh, excuse me, dear...Watch my cubits?
Starbuck hustles Skyler a few feet away to talk conspiratorially as
a few yards away, the pit boss gestures in pantomime to the dealer.
STARBUCK
Oh, sir...as near as we can figure, this is a resort. These people
are here from all over the star system.
SKYLER
That doesn't make any sense. This place is a desolate rock.
STARBUCK
Maybe...but everyone's having a great time.
SKYLER
Not everyone.
STARBUCK
Everyone that I've seen.
SKYLER
How long since you talked to Boomer?
STARBUCK
Boomer???
SKYLER
Somebody blew up his ship...yours, too.
STARBUCK
Blew up our ships? Boomer went there to use the long-range
communicator. If someone did something to Boomer...
SKYLER
He never reached the ship. His distress beacon is still working...
that's what bothers me.
STARBUCK
It can't be working. I didn't pick it up.
SKYLER
I'm not picking it up now, either...but my flyover pointed right to
where you're standing.
STARBUCK
Captain...Boomer isn't here...he left.
SKYLER
If he isn't in this building, he's under it.
Skyler and Boomer exchange ominous looks as the pit boss moves up.
PIT BOSS
Sir, as a special courtesy to our Colonial Warrior guests, the limit
has been removed.
Starbuck looks at Skyler questioningly as a cheer of anticipation
rises from the gallery. Skyler nods.
SKYLER
Go ahead, Lucky. Break the bank. I'd like to see what happens when
you try to walk out of here with their money.
Starbuck pales.
STARBUCK
Look...maybe we've learned all we can here...
SKYLER
No...no...you go right ahead. I'll just look around for a bit...
STARBUCK
I'd feel better if you were watching my flank.
SKYLER
You were doing fine before I got here. Good luck.
Skyler moves off, leaving Starbuck alone as Lorna moves to him and
takes his arm and pulls him to the table.
LORNA
Come on, sport. You're going to bring the house down.
STARBUCK
That's what's worrying me.
MOVING THROUGH THE CASINO WITH SKYLER
as he edges past more games of chance as cheers rise from each table.
Finally, Skyler reaches a bank of elevators. He notices a large group
of rather obese people being escorted by Ovions into an elevator.
Skyler moves up to join the group. An Ovion's hand bars the way.
OVION
You have a voucher? 
SKYLER
I just wanted to browse. Where does this go?
OVION
It is the chamber of the Living End. You must have a voucher.
SKYLER
I hope it's a reducing salon. Looks like some of these boys have been
having too good a time. Can I look around?
OVION
When you have a voucher. It comes at the end of your two week stay.
The people have all entered the elevator car, and the Ovion who has
been speaking with Skyler now steps back into the car himself.
SKYLER
Two week stay...Look, I don't plan on sticking...
The door whisks closed in Skyler's face and whisks downward, out of
sight. He finishes the statement to himself..."self"... and turns to
head back through more cheering guests taking curious and troubled
note of what he is seeing. Suddenly, he turns and heads towards the
front doors at an easy gait. As he closes to them, he is aware that
Ovion Guards are following his progress.
AT THE FRONT DOORS
Skyler pauses as he is about to start outside. Quickly, he looks back
into the room.
POINT OF VIEW
One of the Ovions who has been tracking him has a transceiver in his
hand and is talking into it. Finding himself caught by Skyler's gaze,
he lowers the transceiver.
SKYLER
swings his look back out the door.
POINT OF VIEW TO THE VEGETATION OUTSIDE
Two shadows ducking back behind some shrubbery.
SKYLER
turns and moves back across the casino towards Starbuck.
AT STARBUCK'S TABLE
a cheer from the gallery as Starbuck's winnings mount. The game now
watched closely by a pit boss and several guards, who begin to press
in more closely. Skyler eyes them behind Starbuck warily. Lorna leans
in, pawing Starbuck admiringly.
LORNA
You are the luckiest man I've ever...
Suddenly, she stops in mid-sentence, her jaw hanging open as she sees
Skyler slowly raising his sidearm from its holster to bring it
directly to bear on the dealer's chest. A gasp from the crowd.
STARBUCK
What are you doing?
SKYLER
I'm going to see if I can put a hole through him.
The dealer's eyes flare wide with alarm. In an instant, the head
security guard is at Starbuck's side.
HEAD SECURITY GUARD
Sir...you'll have to...
As he starts to draw his weapon, he finds Starbuck's sidearm quickly
in his side. Starbuck quickly moves an arm around the Ovion's head,
turning him towards the other security guards moving up, transforming
him into a shield.
STARBUCK
Let's keep our hands out where we can see 'em, fellas. All of them.
Now, you mind telling me what we're doing, sir!
THE APPROACHING SECURITY GUARDS
stop in place and refrain from any movement towards their weapons
SKYLER
unflinching...his weapon leveled at the dealer
HEAD SECURITY GUARD
If I may ask...what seems to be your complaint?
SKYLER
This man is cheating my friend.
STARBUCK
What???
An incredulous remble moves through the gallery. Skyler is beginning
to lose their support. Obviously, he's a military psychopath.
HEAD SECURITY GUARD
But he is winning.
SKYLER
No. He appears to be winning. The dealer is cheating.
STARBUCK
Ah, look, Skyler...Captain...I'm pretty good, you know...
HEAD SECURITY GUARD
Sir, if you doubt his good fortune, I suggest he pick up his cubits
and leave.
STARBUCK
Sounds like a real good idea, Skyler! Why don't we just be on our
way...
SKYLER
Not until somebody explains why he was letting him win.
HEAD SECURITY GUARD
Nothing could be more absurd...
STARBUCK
Does sound a bit odd. Look, maybe these fellas'd be willing to help
us get to our ship if we just give back the winnings and forget the
whole thing!
SKYLER
They don't mind winners, Starbuck. There isn't a loser in the house.
They see to that.
HEAD SECURITY GUARD
A human weakness...momentous judgements on miniscule perspectives...
As the people begin to grumble at Skyler's destroying heir party
OBESE MAN #1
Look, fella, why don't you tell your friend to go back to his ship
and sleep it off, huh?
LORNA
Right. You have something against people having a litle fun...winning
a little money?
STARBUCK
Captain, come on. You're going to have everyone at our throats.
SKYLER
Just ask yourselves, have you seen a loser here? Doesn't that strike
all of you as odd?
OBESE MAN #2
What is it, boy? You worried about the taxes on our winnings? That
why you're here, boy? You a tax collector?
OBESE MAN #1
You come to close this place down, fella?
The room is turning angry. Skyler raises his weapon.
SKYLER
He was letting you win.
LORNA
Why?
SKYLER
Maybe to keep you here, or content. I don't know.
OBESE MAN #1
Put your weapon away, son, or I'm going to take it away from you.
The man moves off his chair towards Skyler
STARBUCK
Captain, with all due respect...
Skyler realizes the contrantation's quickly going to get out of hand.
He starts to back away, his weapon in front of him.
OBESE MAN #1
Maybe you can explain what you're doing here, boy. You come for a
vacation, or for trouble?
The people continue to move towards Starbuck and Skyler, the security
guards amongst them, waiting for an opportuity. Starbuck and Skyler
find themselves with the front doors cut off from them by the guards.
SKYLER
There's trouble, all right. The war with the Alliance is over. We
lost.
OBESE MAN #2
Lost! You poor fool. You've been on patrol too long. There's been an
armistice. Didn't you hear?
The crowd begins to laugh at Skyler
OBESE MAN #1
Course they didn't tell 'im. Have to keep morale up. If they don't
have a war, they don't have jobs.
The laugh turns to jeers. The noise becomes deafening. Skyler edges
towards the elevator.
STARBUCK
The front doors are that way...
SKYLER
So is their reception party. We've got to make a run for it,
Starbuck.
STARBUCK
The minute we do, the Ovions'll start shooting.
SKYLER
The old duck and roll...
STARBUCK
Right...
Starbuck quickly scans the area. He looks up...
POINT OF VIEW
an ornate chandelier high in the ceiling in front of the elevators.
STARBUCK
shifts the barrel of his sidearm upward and in one deft movement,
sends a laser blast streaming from the ceiling and turns and ducks
for an open elevator with Skyler right behind him.
ON THE CEILING
as the ornate chandelier is blasted out of its moorings and starts
for the floor
THE CROWD
starts forward, then jumps back as the fixture crashes in front of
the doorway, sending a pillar of debris and electrical shorting...
END OF HOUR TWO
HOUR THREE
FADE IN
ON ELEVATOR DOORS IN A SUBTERRANEAN PASSAGE
They open, emitting a covey of Ovions who run from the car and stand
looking off down two intersecting corridors which range off into
complete blackness. The Ovions raise their sidearms and fire
resounding laser blasts off into the black abyss. Quickly, aother team
of Ovions move up in two land vehicles. Two Ovions climb on one
vehicle, two more on the other, and the machines whine off in opposite
directions.
Momentarily, all is still. We pan back to the elevator car and find
two pairs of legs descending from the top of the car.
SKYLER AND STARBUCK
drop to the floor and ease cautiously out into the passageway.
STARBUCK
On reconsidering...I believe there may be something to your suspicions
about this place. Let's move. One of these tunnels must lead out of
here.
SKYLER
They also lead to those fellas who were firing full charges at what
they hoped was us. That isn't nice, Starbuck.
STARBUCK
I don't see how we have any choice, unless you're suggesting we go
back the way we came in. You wouldn't suggest that, would you?
O.S. a whine can be heard. Both men turn and look.
STARBUCK
I'm not real crazy about the sound of that...
SKYLER
I'm not, either.
POINT OF VIEW
an eerie light approaching from down the dark passageway
SKYLER AND STARBUCK
reach in unison...turn and scamper for the elevator car...raise their
hands over their heads, jump, and pull themselves up out of sight.
Panning back, we find a tram pullung up to a stop beside the elevator.
From the front of the tram, three Ovions exit and move into the
elevator car.
FROM UP ABOVE THE CAR
we find Skyler and Starbuck watching helplessly as the Ovions,
conversing in high-pitched chatter. The car stops. They exit and move
into the Casino, leaving Starbuck and Skyler trapped.
STARBUCK
This isn't turning out to be as much fun as I'd hoped. Now what?
SKYLER
Now we wait.
STARBUCK
What for?
SKYLER
For someone to take us back down
STARBUCK
I'm not too crazy about that idea, either. At least up here there are
people we could talk to.
SKYLER
These people are no better off than we are. You saw that shuttle down
there. I figure it just came back from taking a load of these people
someplace.
STARBUCK
Where?
SKYLER
That's a good question. I've got a hunch the answer is the reason for
this place's existence.
ON THE GALACTICA
hovering amongst the fleet above the planet Carillon. A space shuttle
approaches from the rear.
ON THE BRIDGE OF THE GALACTICA
Colonel Tigh receives a courier, reads the information, and looks up,
troubled.
TIGH
I'm leaving the bridge. I'll be with Commander Adama if I'm needed.
ON COMMANDER ADAMA IN HIS QUARTERS
He sits at a desk dictating into a device
ADAMA
The Ovion people have extended to the survivors of the colonies every
measure of goodness and support we might have hoped for. It is now
possible to foresee the entire fleet able to resume our voage within
a centon.
CLOSE ON AN AUTOMATIC WRITING DEVICE
A small, tube-like extension which focuses a small measure of light
on a roll of paper. As the light moves by, lettering is placed
silently and nearly on the paper. There is a knock at the door.
ADAMA
Come in.
Colonel Tigh enters. Adama glances at him,
ADAMA
Nothing can be that bad. We've found supplies, adequate to carry our
people far out of this star system. We couldn't have fallen on
better fortune.
TIGH
No, sir. In fact, things are too good.
Adama gives Tigh a curious look.
ADAMA
Too good?
TIGH
Most of our people are still on comrations. As tasty as I'd like to
say they are, they just don't measure up to thestories coming back
from the surface of Carillon. There's a lot of talk going around...
ADAMA
What kind of talk?
TIGH
That you're exceedig your authority by keeping people in the ships
instead of allowing them some time on the planet.
Adama rises in a state of shock.
ADAMA
Exceeding my authority! This is a voyage of survival. We could be
under attack at any time. The crews on Carillon are down there
to work, not party.
TIGH
Sir, all of our people have been through a debilitating shock. I'm
sure some of them are getting a little of it our of their systems.
ADAMA
Just what is it you're telling me? I dispatched two of our elite
squadrons to harvest food and obtain fuel for our survival. Now what's
going on down there?
Tigh says nothing, but his expression sends the Commander toward the
door.
ADAMA
Prepare my shuttle 
ON THE FLIGHT DECK
Adama exits an elevator and heads towards his shuttle. As he does, he
sees a group of twelve men disembarking a second craft. They form a
grim barrier as he moves up to them, sensing an uneasy confrontation.
ADAMA
Anton...Seth...and Seppy. So good to see you all.
ANTON
You appear to be leaving.
Adama will need more than a smile. He knows this is not going to go
well.
ADAMA
I have to go down to the surface of Carillon.
ANTON
(caustically)
Of course! We understand!
ADAMA
I'm not sure that you do.
ANTON
Adama, we want to discuss an orderly 
rotation of all our people down to Carillon.
ADAMA
I don't think that's wise.
SETH
The Quorum does.
ANTON
Adama, we took the liberty of holding a council to elect new
leadership.
ADAMA
I see. And what was the outcome?
SETH
Each of us here has been elected to represent out respective colonies.
We are the new Quorum of the Twelve.
ADAMA
And have we a new President?
ANTON
Why, of course, Adama. You.
The men applaud and backslap Adama with nervous affection.
ADAMA
Thank you. It will be my pleasure to serve you. However, I cannot
permit...
LOBE
Adama, you have run a ship as big as a sun center. Some of our people
are cramped up in cubicles no bigger than a cubit.
ANTON
And it may be a long time between stops.
LOBE
It's only fair our people share in the fruits of Carillon.
ADAMA
Anton, surely you understand that we are still at war. An Alliance
has dedicated itself to our extinction. You must recognize a need for
extraordinary measures. I cannot allow our people down on Carillon
before inspecting the conditions and its possible risks.
ANTON
Of course. We all understand that, so why don't we accompany you and
see for ourselves, shall we?
Enthusiastically, they all start for the shuttle ship as Adama's
expression turns grim.
IN A DARK TUNNEL
Ovions approach on a surface craft and enter the elevator pod
STARBUCK
We could have been far away from here by now.
SKYLER
They've got scanners and vehicles. They didn't expect us to stay
around.
STARBUCK
Because they were under the impression we were intelligent beings.
No offense...
SKYLER
As always, I'll involve your youth to save your aresford. This is the
last place they'll be looking for us.
Starbuck gestures to a long, tram-like vehicle parked in the tunnel
STARBUCK
Why not take that vehicle?
SKYLER
Because it looks like it moves slowly and makes a lot of noise.
STARBUCK
I'd still feel better than sitting here, waiting... for what!
SKYLER
For that vehicle to move?
STARBUCK
Where?
SKYLER
Where I think we want to go!
STARBUCK
Skyler, sir...would you mind sharing a few pieces of the magic puzzle.
I mean, I've seen...
SKYLER
Well, I think I know how someone can run a casino that gives away
money.
STARBUCK
What is it?
SKYLER
I'm not sure you want to hear it.
STARBUCK
Try me.
SKYLER
Suppose there's a very rich mine on this planet.
STARBUCK
Yeah...
SKYLER
I mean, it's rich if you have somebody to mine it.
STARBUCK
Which they don't.
SKYLER
What if they do? What if those Ovions are bringing in people from all
over the star system to visit this wonderful casino resort where you
can't lose... except in the end.
STARBUCK
Ahhh, Skyler, that's ugly.
SKYLER
Yes, it is...if they wind up as slave labor down in a Tylium mine.
STARBUCK
That's a long shot. Some of those people were so fat, they couldn't
touch their shoes, let alone mine Tylium. That's hard work.
SKYLER
Doesn't take long to work off weight in a Tylium mine.
STARBUCK
You know something?
SKYLER
What?
STARBUCK
I felt better about those Ovions when I didn't understand them.
SKYLER
The next load of people they move out in that thing, probably in the
morning...we're going to climb on and find out if I'm right.
STARBUCK
Uh...uh...on the chance that you are right, whichever way that thing
goes, I go the other way.
SKYLER
I could order you to go with me.
STARBUCK
Are you ordering me?
SKYLER
No. It's liable to be a one-way trip.
STARBUCK
Right.
SKYLER
Helping to save humanity is going to have to be a personal decision,
Starbuck. Goodnight.
Skyler tucks his head down on top of the elevator and closes his eyes.
Starbuck watches him for a long beat, then looks off with a totally
disgusted look on his face.
STARBUCK
Ahhhhhh Feljurcreb!!!
IN THE OVION BANQUET ROOMS
continued merriment, laughter, food and drink. Only Boxey is moving
about, looking worried.
BOXEY
Muffy...Muffy
He can't seem to find the droid. He wanders towards the door where an
Ovion guard stands watch. The guard is talking to a second guard in
the corridor. He doesn't notice Boxey move off down the corridor.
ON THE LARGE MINE
The cavernous room from which the mining operation can be observed.
LOTAY
...the largest Tylium mine in all the star system...
Panning off, we find the Quorum of the Twelve being guided on a tour
ANTON
It's a testimony to communal order...
LOTAY
Thank you
IN THE OVION LEADER'S PRIVATE CHAMBER
They enter to find a large feast prepared for them on floor mats and
pillows in the center of the room. On one side, gentle music is
emitted from two stringed instruments in contrast to the rousing
melodies indigenous to the more public dining area.
ANTON
This is too much to expect.
LOTAY
We have plenty. As many of your people who desire it are invited to
be our guests.
Anton turns to Adama
ANTON
Can you in good conscience deny our people such an invitation?
ADAMA
Well, perhaps a very carefully organized small rotation.
SETH
But I thought time was our greatest consideration. The more we bring
here at once, the sooner we can be on our way.
Adama turns to the Leader
ADAMA
May I ask how our request for Tylium is being received?
LOTAY
We have already prepared the first shipment for you, have we not?
ADAMA
Yes, we boarded it. However, I understand there is to be a delay in
obtaining any more.
LOTAY
Unfortunately, we were not prepared for your request. Only two
centons ago, we dispatched almost all that was on hand. What we gave
you this day was what we were able to mine yesterday. We are
industrious, Commander, but we are also small.
Lotay smiles ingratiatingly.
ANTON
I think we press our luck, Commander. Let us not be rude in the face
of such hospitality.
LOTAY
Please begin. Be our guests. Be well fed, well entertained. Be
content.
As the Ovion leader is about to step away, Adama brings her to a stop.
ADAMA
You aren't joining us?
LOTAY
(a vague smile crosses her face)
No...I am afraid not.
She simlply moves off. On her exit...
ANTON
Well, I don't think there can be any doubt as to our decision. It
will take time to obtain the Tylium. We will give every person an
opportunity to share in our bounty down here on Carillon.
IN A CORRIDOR
Lotay moves briskly along, escorted by four Ovion guards. They reach
a chamber. Lotay stops, looks up and down the corridor, and enters
alone.
ON THE BACK OF AN EMPEROR'S CHAIR
Lotay moves forward until she has come to a point just in front of
the chair. She bows her head.
LOTAY
By your command...
ON THE THRONE
Baltar sits draped across the chair, a smug smile on his face. On
either side of him are the two Cylon Centurians.
BALTAR
I see you're entertaining these days.
LOTAY
The Colonials have only allowed a few of their Warriors to land.
BALTAR
I knew your hospitality would be impossible to refuse. After all the
experience you've had dining with humans...
Baltar cannon resist laughing at his private joke.
BALTAR
And what of Commander Adama
LOTAY
A brief visit. He is with the fleet now.
BALTAR
I want him here! When he is in our grasp, we have won!
ON BOXEY EXITING A DARK STAIRCASE INTO A FORBIDDEN CHAMBER
filled with Ovion workers slaving in a mine shaft, lighted by eerie,
subdued, pulsating light. Here the mood is not one of showcase
industry, but rather of endless, mindless obedience to a cruel
taskmaster. The Ovions dig at the walls with small utensils, some of
them turning to steal glances at the small waif of a lad walking up
their forbidden ocrridor. A high-pitched, insect-like chanting
reverberates throughout the sub chambers. Suddenly, a high-pitched
whine.
AN OVION WORKER
falls from a pinnacle, crashing to the ground not far from Boxey. Two
sentry Ovions move efficiently up and remove the fallen worker,
dragging the hapless form of to a pit where it is hurled out of sight.
Having completed their task, one of the two sentries turns its
attention to Boxey. The first sentry exchanges high-frequency
communication with the second and the pair start towards Boxey.
BOXEY
isn't so young that he cannon sense imminent danger. He turns and
runs. The Ovions continue towards him as Boxzey turns off ito another
corridor.
SOMEPLACE ELSE IN THE DEPTHS OF THE CHAMBERS -- ON MUFFY
prancing along a deep, foreboding, dark corridor. Suddenly, a moaning
sound brings him to a stop. He cocks his head to listen. The moaning
continues. An anthem to human suffering. Muffy prances up a corridor
darker than the one he was in.
ON MUFFY AS HE STOPS AND LOOKS
his ears and hairs suddenly stand on end
A YELLOWISH WINDOW
octangular in shape as it seals off an insect-like cell. Pressed
against the plastic-like window, countless humans, intermingled with
other interstellar beings, crammed, jammed, wedged together into a
butcher's shop display case of living flesh. An obese human sees Muffy
and claws at the window with desperation...tracking sweeps of blood
where his fingers have cruelly yielded to the abrasive sealing glass.
BOXEY'S VOICE
Muffy...Muffy...Where are you?
Muffy turns and barks, taking us to Boxey standing at the end of the
corridor. He sees Muffy and runs to him, bending down to cuddle him
close. Suddenly, he is aware of the strange moaning. His little face
looks up from the furry droid in his arms and freezes in disbelief.
He lets out an involuntary cry and jumps up and turns to run. He
moves no more than a few feet when he collides into
TWO OVION SENTRIES
who look down on Boxey and Muffy with cruel, cold, programmed intent
ON COLONEL TIGH AND ATHENA ON THE BRIDGE OF THE GALACTICA
TIGH
But we can't shuttle everyone to the surface of Carillon...the fuel
and the pilots...
ATHENA
(adding her voice)
There'll be no one left to stand alert.
COMMANDER ADAMA
paces away from Athena and Tigh. He looks out the vast window to space
with the ships of the fleet scattered across the sky above Carillon.
ADAMA
Have we heard from Captain Skyler yet?
TIGH
No, sir. He's been out of contact a full centon.
ADAMA
Does something feel very wrong to you, Colonel, of am I just
hopelessly paranoid?
TIGH
I once read a book on tactical survival in an alien world. It said a
little paranoia was good for you.
Adama nods, heading out.
ADAMA
I'm familiar with that book. I wrote it. Prepare my shuttle. I'm
returning to the surface.
TIGH
Commander, about your book.
ADAMA
Yes. I've prepared a set of orders to cover that contingency. In
them, you will find my instructions for what to do to save the 
Galactica and her fold, should the unhappy need arise.
Adama withdraws an envelope from his tunic and passes it to Tigh, who
examines it carefully.
TIGH
You can't be serious.
ADAMA
Deadly serious.
The two men exchange grim looks born of years of service together in
the face of a ruthless enemy.
ON TOP OF THE ELEVATOR WITHIN THE CASINO CORRIDOR
Starbuck lies facing up into the darkness, his eyes open
STARBUCK
Skyler...
SKYLER
Mmmm...
STARBUCK
You awake?
SKYLER
Yeah...
STARBUCK
You hear something?
SKYLER
No...
STARBUCK
Sounded like a door opening above.
SKYLER
Must be almost morning by now. Could be another one of their health
tours.
STARBUCK
You really intend to see where they go?
SKYLER
Uh-huh.
STARBUCK
Just like your father...
Skyler seems to care about the conversation for the first time. His
eyes shift over to the form sharing the claustrophobic space beside
him.
STARBUCK
No offense meant. I guess I have a reputation for taking things kind
of loose and easy. Doesn't mean I don't appreciate it whem someone
sticks his neck out for me. You, I mean...
SKYLER
(embarrassed)
I thought we were talking about my father.
STARBUCK
I was...in a way...I mean...we wouldn't have survived if he hadn't
done what he did...and what you did...what you had to do. That took
a lot of courage, too.
SKYLER
This isn't courage, Starbuck; it's reflex. You know you're a complete
Warrior when you find you can leave your own brother behind to die...
STARBUCK
To save how many more brothers? You can't feel responsible.
SKYLER
Starbuck, you're a naive young boy. Let me tell you what I feel...
what's really bothering me. It's how long it's taking me to feel
anything at all. Only now, two centons after he's gone, do I begin
to ache..to start to hurt...to want to cry. That's how programmed
I've become. So which one of us is the lesser living creature? The
one that's gone on or the one who is left behind and feels nothing?
Starbuck finds he's opened up a floodgate he isn't equipped to handle
STARBUCK
I don't know...
SKYLER
Now you sound like a leader. I don't know, either.
Suddenly, the elevator begins to move downwards. Both men freeze with
cautious anxiety as the car stops.
POINT OF VIEW
The shuttle vehicle begins loading passengers in front of the
elevator. They are all large, almost obeses creatures, some human,
some not, but all in a condition to necessitate waddling aboard the
bus.
STARBUCK
(sotto)
Maybe it's going home time!
SKYLER
Uh-uh. I'm willing to bet it's the great big payoff to the free trip
to Carillon. Oh, I forgot. You won't be around to see who wins.
STARBUCK
Well, now, if you want to make a wager out of it...I mean, a real
man's wager...
Starbuck looks at Skyler with growing significance
SKYLER
It could be the most important bet you've made, Starbuck. It could
save a lot of people or it could cost you big...
Starbuck looks at Skyler with affection
STARBUCK
It won't be the first time I rode everything I had on a long shot.
SKYLER
Thanks...
ON THE TOUR TRAM
as it moves out
ON STARBUCK AND SKYLER
as they drop off he top of the elevator onto the tram
INSIDE THE OVION CHAMBERS
The largest chamber. A tour is in progress, festive in mood, Seetol,
the Ovion guard, pointing out the wonderful ways of their world.
Amongst the gallery, Lyra and Athena.
SEETOL
...star system's largest Tylium mine, with a per annum capacity equal
to the needs of the entire galaxy.
ATHENA
(sotto)
I wonder why it is, then, thay they've only managed to ship us one
token load?
LYRA
I've noticed another curious thing...
(louder)
May I ask a question?
The group stops and turns to Lyra, as Seetol displays a public
relations smile.
SEETOL
You are our guests. Of course.
LYRA
I am fasciated by the order of your society and I cannot help but be
impressed by your industry...your complete dedication...I mean, one
gets the feeling that these people work until they simply drop...
SEETOL
We know no other way...
LYRA
Well, what of family institutions? I somehow sense that something is
missing.
SEETOL
We are very complete.
LYRA
What about males?
SEETOL
Males?
LYRA
Well, I don't mean to pry, but this is a female culture. Surely, there
must be males someplace. Perhaps you keep them at home, where they 
belong...
A laugh from a group dominated by males.
SEETOL
We don't keep them at all.
LYRA
I beg your pardon?
SEETOL
You are correct. Males have their place until they have served their
purpose, and then they have no place in our society.
As the implications become clearer, Lyra is torn between lividity and
a gulp
LYRA
Well, there certainly are value systems in your order worth looking
into...
Another small, nervous laugh and Seetol leads the group on. Lyra and
Athena quickly lean their heads together as they move on.
ATHENA
She didn't mean what it sounded like...
LYRA
Remind me not to ask any more questions until we're out of here.
Suddenly, there is a commotion coming towards the tour group.
FOUR OVION GUARDS
are running up the corridon in pursuit. What they are pursuing is not
clear at first, as the countless Ovion workers begin chattering their
high-pitched network of communications which drowns out an equally
high-pitched series of cries. Suddenly, it is clear
ANOTHER ANGLE
to reveal a small, barking droid racing along the corridor,
desperately trying to avoid its pursuers
LYRA
is the first to recognize the situation
LYRA
Muffy...
Muffy quickly stops in its tracks...looks...runs to Lyra and begins a
frantic barking
LYRA
Muffy...it's me. Now what are you doing? Stop that.
The Ovion guards rush up and begin to reach for Muffy, but he quickly
takes asylum between Lyra's legs and the wall.
LYRA
It's all right...he's just a droid...I'll take care of him
The Ovion begins to push Lyra out of the way
LYRA
Now stop that. I told you to leave him alone. What are you doing?
Seetol quickly moves up and communicates to the lead guard in high-
pitched chatterig. Seetol turns a frozen smile to Lyra
SEETOL
You will have to allow them to take the droid.
LYRA
I will not. He belongs to a little boy.
The significance of this strike her. She turns to Seetol.
LYRA
The little boy...have they seen him?
SEETOL
No...
LYRA
How do you know? You haven't asked them.
(She turns to the guard)
A small child...he's always with the droid. Did you see him?
The guard turns quickly to Seetol...says nothing
SEETOL
They did see a child. It might be better if you went with them,
rather than delay the tour.
ATHENA
I'll go with her.
SEETOL
If you wish. The rest of the group must follow me.
Seetol leads them off. As they depart, a sense of emptiness befalls
Athena and Lyra
LYRA
Maybe you should stay with them. I don't like the feel of this.
ATHENA
At least I'm a trained Warrior.
LYRA
A little outnumbered, don't you think?
ATHENA
Well, we're only goig to look for a small child. Let's not let our
imaginations run wild.
LYRA
Exactly. Well, gentlemen, after you...
The Ovion guards gesture for them to lead off in another direction,
exchanging quick personal looks. They start to lead, Muffy running
along beside them.
ON THE TOUR TRAM
racing along its course
ON ITS ROOF
Starbuck and Skyler hanging on
SKYLER
You all right?
STARBUCK
Beat walking back...maybe.
SKYLER
One thing's bothering me.
STARBUCK
Now you tell me. What is it?
SKYLER
You notice those people getting on this thing...
STARBUCK
How could I help it? They must average three hundred pounds.
SKYLER
Something that girl said. They're all putting on inordinate weight.
If you're importing people for slave labor, why bother letting them
get fat? It's a waste of food.
STARBUCK
And why let 'em win money? It's a waste of time.
A heave look crosses Starbuck's face
SKYLER
Starbuck...
STARBUCK
Yeah...?
SKYLER
Skip it...it's too ugly...
On Starbuck's worried face as the vehicle rolls off through the canyon
towards its curious destination
AN OVION CORRIDOR
Athena and Lyra are being escorted up to a cell block. They begin to
hear the eerie, dsiquieting moaning
ATHENA
What's that awful sound?
LYRA
I wouldn't ask, if I were you.
Suddenly, Lyra turns and stops dead in her tracks, startled beyond
belief. Athena screams...
POINT OF VIEW
The cell containing a crush of living beings packed together. Muffy
beings to bark. The Ovions shove the two ladies ahead and past the
cell window as we hear a small voice barely discernable
BOXEY
Muffy...
They have reached another cell. Boxey stands at the window. The room
is obviously identical to the one adjacent to it, save for Boxey. An
aperture in the wall beside the window is opened. Muffy charges in
and jumps up on Boxey.
SEETOL
Inside...
LYRA
Look...I have no intention...
She does not finish the sentence. She is hurled into the aperture and
catapulted into the glass room through some kind of vacuum device in
the aperture. Athena begins to scream. It is lost in a hiss of steam
as she is pushed into the aperture.
SEETOL
nods for the Ovion guards to close the aperture. As the nearest guard
is about to do so, Muffy turns his head, looks, and streaks through
the opening, out of the cell, between the legs of the guard, and up
the corridor
SEETOL
(a high-pitched, frantic demand)
The guards streak up the corridor in pursuit of Muffy
IN ANOTHER OVION CHAMBER
the tram has come to a stop inside a large, dark area. A row of Ovion
guards, well-armed and moving in a most businesslike fashion, move up
to form a rank just ooutside of the tram. A device is attached to the
door of the tram, opening it with a hiss. The first of several hefty
passengers step out into the room, gazing around in wonder and some
consternation.
SEETOL
Please move quickly.
Seetol gestures towards a moving ramp which disappears into a cell-
like entrance.
OBESE MAN #1
Look, fella, up 'til now, this has been a pretty nice trip, but that
bus was as hot as anything I've ever been in...
SEETOL
Please move along...
OBESE MAN #2
No, now you just hold on. We don't intend...
Suddenly, two Ovion guards shove the two men onto the ramp, sending
them flying unceremoniously into a heap. Behind them, the other Ovions
pick up the signal and abandon all decorum and pretense, shoving the
next people along with the barrels of their weapons. The women
immediately begin to scream, as they find themselves hurled into the
loading mechanism which carries the frightened, scrambling visitors
through the wall towards the unknown...
ON THE TOP OF THE TRAM
Skyler and Starbuck stare in amazement at the spectacle
SKYLER
(sotto)
The party's over...
STARBUCK
We gotta' do something...
SKYLER
There's an army of them...we've gotta' keep from getting caught...
Skyler begins to edge back away from the side of the bus used for
unloading. He peers over the edge...
POINT OF VIEW
Two Ovion guards...preoccupied
CLOSER ON THE GUARDS
chuckling in high-pitched frequencies over the way the living cargo
is being unloaded. To their backs, Starbuck and Skyler slide off of
the roof, down the side of the tram, and slip stealthily vack into
the darkened recesses of the chamber.
ON MUFFY
racing through the corridor with Ovio guards chasing him
ON THE MAIN MINING CHAMBER
as Starbuck and Skyler step out of the shadows of a tributary corridor
and gaze around the immense digging in amazement
STARBUCK
It's huge...
SKYLER
And this is just one level. You notice something else...?
STARBUCK
Ovions are doing the mining.
SKYLER
Right...
STARBUCK
Which means...?
SKYLER
It's awful, Starbuck. That casino is a feedlot.
Starbuck contemplates what Skyler is saying
STARBUCK
Come on...
SKYLER
They're a race of cannibals. They're drawing in creatures from all
over the star system, fattening them up with indulgences, then...
STARBUCK
I thought I'd run into just about everything... Now what do we do?
We've got to tell the fleet about this place.
SKYLER
(onimously)
They know about it. Look.
ACROSS THE MINE
a group of tourists from the fleet are being escorted
GUIDE
...largest Tylium mine in the star system...
STARBUCK
What are they doing here?
SKYLER
Whatever it is, it look voluntary. Come on...
Skyler steps out ito the light of the corridor and starts towards the
tour
STARBUCK
Where are you going now? They're going to see...
Seetol and two Ovion guards round the corner, almost colliding with
Skyler and Starbuck. The guards raise their weapons.
SKYLER
Excuse us...we just got separated from our group.
Skyler gracefully oushes the muzzle of the closest guard's weapon out
of the way as he points after the tour just about to move out of the
main room
STARBUCK
(to Seetol)
We'd better hurry along or there's no telling where we'll end up...
Skyler and Starbuck nerve their way past the Ovions who stare after
them, not quite sure what to make of the situation. As Skyler and
Starbuck rapidly approach the distant tour, their story beings to make
visibile sense, and Seetol turns from the tour and continues on her
way with the guards on either side of her.
ON THE TOUR
As Skyler and Starbuck catch up, stealing a look back over their
shoulders. As the tour moves into an elevator...
JENSING
Where'd you boys come from? You've missed most of the tour.
STARBUCK
We've seen quite a lot, actually.
IN THE ELEVATOR
JENSING
You're lucky you didn't miss the next stop. We're guests of honor at
a banquet
Skyler and Starbuck exchange knowing looks
INSIDE THE EMPEROR'S ROOM
Lotay kneels before Baltar, who is flanked by the two Centurians
LOTAY
A mere token force remains in the fleet of ships above Carillon, and
Commander Adama is now our guest.
BALTAR
Where?
LOTAY
Where he will not be disturbed.
BALTAR
Excellent, Lotay. As to the Warriors, until we've disarmed them, I
want as many of them relegated to a single chamber as possible.
A Centurian steps forward.
CENTURIAN
By your command, Baltar. It is time to call in the Cylon war machine.
Baltar thinks about it
BALTAR
Yes, you are right...but only on my terms.
CENTURIAN
And what are your terms?
BALTAR
An arangement I have worked out very carefully
ON A CYLON HOME BASE
somewhere in deep space
INSIDE THE IMPERIOUS LEADER'S INNER CHAMBER
a Centurian enters the large oom and crosses to the throne
CENTURIAN
By your command...
IMPERIOUS LEADER
Speak...
CENTURIAN
Baltar sends a demand for the Base Star stationed at Quasar 47 for
immediate assault on the Human Fleet.
IMPERIOUS LEADER
I will send him ten Base Stars.
CENTURIAN
He will accept only one.
IMPERIOUS LEADER
Indeed...and what is this bargain that I must accept...?
IN THE BANQUET ROOM
The tour arrives with Starbuck and Skyler. Music and a general air of
decadence, dissipation, the order of the day
STARBUCK
Would you look at this...they're having a party...
Skyler moves to Anton, who appears to be slightly drunk. He laughs
robustly, a golden goblet in one hand, a large fowl leg in the other
SKYLER
Count Anton...what's happened? Why are all these people here? Carillon
was supposed to be a work stop.
ANTON
Ah, Commander Adama's elite corps. Of course you boys wanted all this
to yourselves. Well, I'm afraid this is a democracy...
SKYLER
It's going to be a debacle if you don't get these people out of here.
An Ovion servant seems to be taking an inordinate amount of time
refilling the wine glasses around Anton. Skyler turns from him,
placing an arm around Aton to lead him off.
ANTON
Lieutenant, in case you hadn't heard, you are draping yourself all
over a member of the Quorum of the Twelve
SKYLER
Unless you want the shortest term in history, we'd better talk.
ANTON
I don't like your tone.
STARBUCK
You aren't going to like what we're going to tell you, either...
Anton studies Starbuck's deliberate and penetrating gaze. He cannot
dismiss this most celebrated young Warrior.
ANTON
Lieutenant Starbuck, I've never been particularly fond of your bravado
escapades. This had better be important.
They move off together. In their wake, the Ovion servant moves quickly
off to speak to a guard at the door. The guard immediately departs.
IN THE CORNER OF THE ROOM
ANTON
Now, then...what's this all about?
SKYLER
Starbuck and I just returned from a patrol. What we've seen convinces
us that the Ovions will never allow a single human to leave here
alive.
ANTON
You're not serious. What possible motive could they have for wanting
us all dead? I suppose you're going to tell me they're part of the
Cylon Alliance.
SKYLER
Worse...
ON SKYLER AND STARBUCK FROM ACROSS THE ROOM
As Skyler's lips blurt out the rest of the story, we can see Anton
pale as the details are revealed
IN THE EMPEROR'S ROOM
Seetol confronts Baltar
BALTAR
Who are these two Warriors who are causing the disturbance? Describe
them to me.
ON THE BRIDGE OF THE GALACTICA
BRIDGE OFFICER
The livery ships have returned to the fleet, sir, and we've all but
completed boarding the food stores.
TIGH
Very good. What about Tylium?
BRIDGE OFFICER
Nothing. The Ovions are definitely stalling us on that.
TIGH
It's as if they wanted to keep us here as long as possible. Did you
see Commander Adama?
BRIDGE OFFICER
No, sir. I didn't realize he'd gone down to the surface.
TIGH
That's odd...
VOICE
Sir, long-range scanners are picking up a large number of ships
entering our vectors.
TIGH
How long will it take them to reach our coordinates?
VOICE
They're traveling very fast...no more than a milliton.
TIGH
Recall all personnel from the surface. Connect me with Commander
Adama.
IN AN OVION CORRIDOR
Skyler moves hurriedly along with a large party from the banquet. As
they appraoch another chamber, another group exits with Starbuck, and
from across the corridor, a thrid group exits. The entire cluster
moves increasingly faster up the corridor
SKYLER
Don't panic, people. Starbuck, hold them back. They're going to get
hurt.
But there is no containing them as they begin to hurry towards the
elevators, pushing and shoving.
ANTON
Please, please, ladies and gentlemen. If we just keep together and
don't push...
But Anton is pushed down, submerged into a gaggle of humanity
crushing towards the elevator.
SKYLER
to Starbuck caught up in the traffic
SKYLER
It's no use, Starbuck. Let 'em go. Let's round up all our pilots.
CLOSE ON LOTAY IN THE EMPEROR'S ROOM
LOTAY
We have monitored the Colonial frequencies. The Warriors are being
recalled.
BALTAR
Then they know. Seal the chambers at once. No one is to leave.
LOTAY
turns and exits hurriedly
ON THE BRIDGE OF THE GALACTICA
Close on a scanner read-out, revealing he silhouette of a Cylon
fighter
BRIDGE OFFICER
Scanner reads approaching ships as Cylon Class C. Three-man
fighter/bombers designated
TIGH
Range...
BRIDGE OFFICER
Less than a micron
Tigh pounds his fist in frustration
TIGH
Why haven't we heard anything from Adama?
Tigh looks troubled
IN THE OVION CHAMBERS
people run in all directions. Screaming as laser shots blast the
walls all around them
ON STARBUCK
firing at the Ovion guards
ON THE GUARDS
as several plummet off the walkways into the mineshaft in the center
of the large room
STARBUCK
surrounded by people at the elevators
STARBUCK
Come on, come on...let's move...
PILOT
It's no use...the elevators aren't working.
A fighter pilot runs up beside Starbuck
PILOT #2
Starbuck, I found most of the guys from Red Squadron
STARBUCK
Well, where are they?
PILOT #2
Sealed in a chamber and they've cut off the power to the doors
Suddenly, a single cell, high up in a corridor comes to life,
revealing an image of Baltar. The image is repeated in countless
cells down the corridor and the voice seems to reverberate from
throughout the entire complex
BALTAR
People of the Colonies...throw down your weapons...
BALTAR
in his Emperor's room, addressing a scanner
BALTAR
I offer you salvation. Surrender or perish. Your Commander has made
his choice...
Adama strains against the shackles that imprison him.
ADAMA
Baltar...you dare to live...to walk amongst men...
BALTAR
My dear Adama, provincial to the end. I offer your people life. You
have but a few microns to decide. Even I couldn't call off the Cylon
destroyers -- once they reach your people huddled in those helpless,
miserable ships.
ADAMA
What trahery have you in store for your race this time?
BALTAR
My dear man, treachery is a matter of perspective. It is the Cylons
who wish us dead, not I.
ADAMA
How long have you been supporting their war machine by selling them
Tylium?
BALTAR
If not from me, then some other source. They would not be denied.
ADAMA
Are you so much a fool that you believe you can trust them?
BALTAR
I am prepared to continue to offer them Tylium from the planet
Carillon in return for your lives. If they reject my offer, I will
destroy the planet. Not difficult, considering it's largely composed
of the most combustable material known to man. 
ADAMA
You expect me to accept slavery for our people...
BALTAR
You are not alone amongst my prisoners. Your daughter...
Baltar looks off as Athena and Boxey are escorted by two Cylon
guards. Athena runs from them into his arms
ATHENA
Father...
Adama's hopes sink in response to the omnipoent threat
BALTAR
You must make the choice. Life...or death for her and the boy...and
for your people. You haven't much time. If you have ot chosen to live
by the time the Cylons reach you, I will let you die. All of you.
ON THE CYLON WARRIORS
as they streak ever closer
ON STARBUCK AND SKYLER
at one end of the tunnel barriers leading out, countless Colonials,
men and women, surrounding the pair, pressing to escape
STARBUCK
Stay back...
Starbuck raises his sidearm, directing it towards the door
SKYLER
Back, everyone...
Starbuck fires. Sheets of fire streak for the door, erupting in
explosive direct hits. Skyler runs forward and tries the door to no
avail. It remains impenetrable
SKYLER
It's no good...
Cries of anguish and dispair engulf the desperate humans as they
realize they are hopelessly trapped.
ON ADAMA
ADAMA
All right...we'll surrender
ATHENA
Father...no...
Adama directs a lethal tone at Athena
ADAMA
We have no choice
(he turns to Baltar)
What do you want me to do?
BALTAR
Communicate with your fleet to send the remaining Warriors to the
surface.
ADAMA
Very well...
ATHENA
No, Father...I can't let you do it...
ADAMA
Athena, your mother's life, and Zac's...and how many millions more
already crush me with their unholy weight. I cannot accept
responsibilitiy for one more soul.
(back to Baltar)
I will do as you ask.
ON THE BRIDGE OF THE GALACTICA
Adama's image appears on the scanner
ADAMA
Dispatch the last of our Warriors to the surface, Colonel...
Tigh looks at Adama in dismay
TIGH
But, Commander, that will leave us without any defenses whatsoever.
ADAMA
Colonel, it is only for a matter of microns. We will rotate Blue and
Green Squadrons back upon their arrival.
TIGH
But I really...
ADAMA
Colonel, that is an order. Adama out.
ON ADAMA IN THE CYLON CHAMBER
Athena cannout believe her ears. She breaks into tears.
BALTAR
breaks into a smile
ON THE BRIDGE OF THE GALACTICA
Tigh paces uneasily away from the Bridge Officer who looks after him
with anxious anticipation. Tigh opens an envelope and reads its
contents.
BRIDGE OFFICER
At least the men will appreciate a chance to get in on the party
down there...
TIGH
There ins't going to be any party, Ensign. Tell the squadrons to
prepare for full battle attack.
BRIDGE OFFICER
But the Commander...
TIGH
Was merely giving me the code operative for these sealed orders.
He passes them to the Bridge Officer, who reads them and pales
BRIDGE OFFICER
He can't mean it...
TIGH
He means it. We're to attack his position with everything we have.
ON THE READY ROOM
as the battle claxon sounds. Pilots jump to their feet and scurry out
IN THE LAUNCHING BAYS
as pilots and crewmen scramble for the standing ships
ON THE LAUNCH TUBES
as wave after wave of fighters streak out to their appointed target
ON ADAMA AND BALTAR
as a Centurian enters
CENTURIAN
Prisoners have been freed from their detention cells by two Colonial
Warriors.
Baltar turns quickly
BALTAR
Nothing they brought with them will penetrate the outer locks. We'll
deal with our two heros later. First, we will need all of or forces
on the surface to give our arriving Warriors a surprise reception.
Baltar exits, leavig Adama and Athena alone with the Ovion Guards.
ATHENA
Two heroes...risking their lives to free the prisoners. It has to be
Starbuck and Skyler... and for what? To be sold out? I don't believe
it. I know you too well.
Adama says nothing, his eyes shifting to the watchful Ovions
IN THE TUNNELS
Starbuck and Skyler lead their band of Colonials down a corridor.
Suddenly, they stop as they reach an intersecting corridor and duck
back. Momentarily a group of Ovion soldiers rush by.
SKYLER
Where are they going in such a hurry?
STARBUCK
To look for us...
SKYLER
Uh-uh. I gotta believe they know right where we are.
STARBUCK
What else could it be?
IN THE AIR
a squadron of Cylon Fighters approaching the surface of Carillon
ON GREENBEAN IN HIS COCKPIT
GREENBEAN
Ready attack formatio. Lock and load weaponry.
He pushes a series of buttons in his cockpit
INSERT
Lights turning red on several panels displaying weapon indicators
ON THE SURFACE OF THE PLANET
waves of Ovions leave the security of their subterranean chambers to
take up positons of ambush in and among the rocky terrain
ON BALTAR
as he enters the cell where Athena and Adama are held captive
BALTAR
Your last defenses now approach out surface like lommons marching to
their own demise. An unfitting end to the great Adama's reputed
military genius.
Adama says nothing as, on the surface...
THE FIRST OF THE WARRIORS TO REACH THE LANDING AREA AND STREAK IN AS
IF TO LAND
but instead, deliver full thruster torpedos
ON THE SURFACE
as it erupts with resounding explosions, sending Ovions flying in all
directions
IN BALTAR'S DETENTION CELL
He spins around in horror as he feels the earth tremble above him
ON THE CEILING
as it dances, its assorted fixtures crashing to the ground
BALTAR
swings his look back to Adama. Unbelieving shock fills his face
BALTAR
How?
ADAMA
I led my people into your hands once...not again...
IN THE CORRIDORS
on a door leading out as it is blown off of its moorigs by the outer
explosions. Starbuck races up.
STARBUCK
Captain...this way...the seals are broken.
ON SKYLER
SKYLER
All right, everyone! Let's go!
ON THE CYLON FIGHTER FORMATION
screaming across space
ON THE BRIDGE OF THE GALACTICA
Tigh and an anxious crew watch the scanners
BRIDGE OFFICER
Cylon attack force closing fast...
TIGH
Stand by all defense batteries...Battle stations...
As the claxon goes off
TIGH
How many pilots left on board?
BRIDGE OFFICER
Less than a squadron.
TIGH
They won't last a milliton, but they're all we have.
IN THE READY ROOM
A handful of pilots wait nervously. Their scramble claxon blares.
PILOT #3
Come on...they're kidding. Where is everybody? Why aren't they back?
A second pilot grimly tosses a helmet to the first.
PILOT #4
Looks like we're it, kid.
They exit.
ON THE SURFACE OF CARILLON
as Skyler and his men race through the confusion of smoke and flying
debris
ON THE OVIONS
recovering and taking pursuit
ON SKYLER'S PEOPLE
as they streak for the shuttle 
ON GREENBEAN'S SHIP
sweeping across the sky, turning
THE OVIONS
begin firing at Skyler's people
GREENBEAN
smiles as he sweeps around and takes aim
ON GREENBEAN'S SHIP
as it streaks down for the cannon run, all weapons firing
ON THE OVIONS
lost in erupting soil
SKYLER AND HIS MEN
resume their dash, streaking for their ships. One by one, they reach
them.
THE OVIONS
rise up to take pursuit. This time, they are outgunned
SKYLER'S SHIP
faces the Ovions. He fires his cannon from the ship's standing
position
THE OVIONS
haven't got a chance. The firepower overwhelms them.
SKYLER
Let's get out of here.
He punches some combinations. His rocket engines roar to life
ON THE BRIDGE OF THE GALACTICA
VOICE
Thirty millitons and counting...Twenty-nine...twenty-eight...
Tigh turns to Adama
BRIDGE OFFICER
I'm afraid there's no hope, COlonel...Six against a hundred...
TIGH
Order them out to engage the Cylons... 
BRIDGE OFFICER
Launch fighters...
ON THE GALACTICA
as her six fighters blast out of their tubes into the sky
ON THE CYLONS
streaking in
INSIDE THE CYLON CRAFT
three Centurians
CENTURIAN
Six Colonial fighters approaching...engage and destroy...
ON SKYLER'S SQUADRON
Lifting up from Carillon
JOLLY
Captain...picking up fighters from the Galactica. They're under
attack.
ON SKYLER
SKYLER
Kick in your turbos, boys, and let's goooooooo......
Skyler punches up the combination...a mighty blast rocks the ship...
ON SKYLER'S SHIP
as it streaks off at flank speed, the other eight ships hard on his
tail
ON A MASS OF SURVIVORS
as they scramble for the access. Lyra moving up.
LYRA
No sign of Commander Adama, Athena, the boy, or Boomer.
STARBUCK
We can't wait. We've got to get these people off the planet.
Suddenly, Lyra reacts
LYRA
Do you hear that?
A small droid dog is barking in the middle of the crush.
STARBUCK
Hear it...I feel it...
Starbuck looks downo to find the small droid pulling on his leg
STARBUCK
What in the...
The small droid releases Starbuck's leg and moves off, stopping to
bark back at Starbuck.
LYRA
It's Muffit. He wants us to follow him.
STARBUCK
We don't have time. Someone has to get those people shuttled out of
here.
LYRA
You go on ahead. I'm going to follow him.
STARBUCK
No --- you're not.
LYRA
Yes, I am. He knows where the boy is. He's programmed to protect him.
Starbuck starts after Muffy.
STARBUCK
All right, I'll follow him. You get these people out of here. This
had better be good, Pal...
ON THE CYLON CENTURIANS
as the Colonial fighers race ahead of them
CENTURIAN
Flight Zebet engage fighters...remaining flights continue on to
destroy the fleet...
ON THE CYLON FIGHTERS
as they break off from the main body and begin firing on the
approaching Colonial fighters
TWO OF THE COLONIAL FIGHTERS
explode into infinity on the first pass. The remaining four streak
off and divide for a second encounter
ON THE BRIDGE OF THE GALACTICA
BRIDGE OFFICER
Fifteen microns...ten...nine...
TIGH
Sir, Blue Squadron approaching the fleet.
All eyes swing to the large window to space
BLUE SQUADRON
sweeping up to meet the invading Cylons
SKYLER
Bandits at twelve o'clock, boys. Let's go get 'em...
JOLLY
scanning the horizon. The sky starts to explode with fireballs.
GREENBEAN
My favorite odds...impossible...Yaaahooo...
ON THE BRIDGE OF THE GALACTICA
BRIDGE OFFICER
Can they stop them?
TIGH
They can slow them down..until the others get here.
ON THE SURFACE OF CARILLON
people run frantically for the shuttle craft. Pilots, civiliains...
all manner of survivors
IN THE EMPEROR'S ROOM
Baltar stands amidst his two Cylon Centurians, admiring the sounds
of war, and the sights on his long-range scanners.
BALTAR
Adama, you have won the battle, but now you must lose the war.
The Centurian raises his laser pistol, directing it at Adama and
Athena.
IN THE SUB CHAMBERS
Muffy streaks around a corner, pulling away from Starbuck, who
desperately attempts to catch up.
STARBUCK
Would you slow down a little?
ON AN OVION GUARD
moving hurriedly along a corridor. He spots Muffy...takes dead aim,
and fires.
MUFFY
as the shot misses, but scares the little droid into doubling his
speed
STARBUCK
stops and fires at the Ovion. The Ovion explodes, his many arms
flying as the creature spills off the walkway into the deep mine
shaft. Starbuck resumes his chase.
INSIDE THE EMPEROR'S ROOM -- BALTAR
BALTAR
Remove her...and the others...
The two Centurians begin to remove Athena, Boxey and Adama. Suddenly,
the small droid charges into the chamber, barking.
BOXEY
Muffy!!!
BALTAR
Get him...
As the Centurians start for the little droid, the droid wheels around
and races back out the door, Baltar and the Centurians in pursuit.
ON MUFFY
as he races up the corridor
ON BALTAR
as he races out of the chamber, raises a sidearm and fires
ON MUFFY
as the blast ignites under him, sending him flying into the air
STARBUCK
is startled to see what's happened. He races towards Muffy.
ON BALTAR
He takes dead aim
ADAMA
lunges at Baltar, deflecting his shot
ON STARBUCK
as the blast from Baltar's laser destroys the wall beside him.
Starbuck is jolted back into action.
BALTAR
raises his weapon at Adama and is suddenly blasted off his feet. The
two Centurians raise weapons.
ON STARBUCK
as he fires into the Centurians, sending them flying into the pit
ON ATHENA
as she charges into the arms of Starbuck and begins to sob
STARBUCK
It's all right...it's all right...
ON BOXEY
as he runs from the door to the crushed form of Muffy
BOXEY
Muffy...
Starbuck turns to look
BOXEY
Muffy...
As the boy starts to cry, Starbuck pulls him loose
STARBUCK
We have to leave him...
BOXEY
No...
ADAMA
Lieutenant, there are other prisoners up that corridor. We have to
let them out.
STARBUCK
You go on ahead, sir. You're needed on the Galactica. We've got to
go, son. This Tylium mine is on fire. It's like a giant bomb...
BOXEY
I won't leave Muffy.
STARBUCK
All right, tell you what. You take this pretty lady out to safety!
I'll bring Muffy when I'm finished. Deal?
BOXEY
Deal!
Boxey takes Athena's hand and leads her off as Starbuck picks up the
limp form of Muffy.
ADAMA
Don't be long, Starbuck. It's going to blow up.
STARBUCK
I'll be all right.
Starbuck races back up the corridor
ON SKYLER
in his cockpit
SKYLER
Look out on your wing, Jolly.
ON JOLLY
JOLLY
Which one? They're coming in from all over the place.
A blast rocks Jolly's ship
SKYLER
So are we...
He turns and looks
POINT OF VIEW - OF THE GALACTICA
launching countless more ships
THE FLIGHT DECK
as countless pilots streak from the shuttles
ON THE BRIDGE OF THE GALACTICA
Tigh is monitoring all the radio traffic - as Adama enters and gives
him a grim look. The two men embrace.
THE BRIDGE OFFICER
suddenly turns, excited
BRIDGE OFFICER
Two more shuttles just reaching the Galactica, sir.
The look of hope from everyone as:
ADAMA
I think the odds are turning in our favor now.
ON A WALL OF FLAME
as Starbuck stops and listens. He hears cries of anguish beyond the
flames. He raises his hands over his face and charges through.
ON THE WINDOWED CELL
containing the mass of people from the Casino de Festive. Boomer's
face is pressed agaisnt the front of the glass. He seems almost
comatose.
STARBUCK
stops dead in his tracks as he sees the sight before him. He stares
in disbelief as Boomer fails to respond. Starbuck moves to the locked
entry beside the window and raises his laser gun, firing a blast into
the lock. The door springs open and people flood out. Starbuck moves
to Boomer's side.
STARBUCK
Boomer...Boomer...
BOOMER
looks up, sees Starbuck's face...and smiles
BOOMER
How much did you win?
Boomer passes out. Starbuck picks him up and puts him over his
shoulder and moves him off in the fireman's carry.
OUTSIDE THE GALACTICA
as more reinforcements scream into the sky
ON A CYLON COCKPIT
as they turn to see a Viper ship. It's the last thing they do see.
ON THE CYLON FIGHTER
as it explodes into smitherines
ON THE GALACTICA FLIGHT DECK
ADAMA
Any word from the last of our people down on Carillon? 
TIGH
Last shuttle just left the surface, sir.
Adama braces himself hopefully.
ADAMA
I hope he made it.
IN THE CATAPULT DECK
as countless pilots scramble to their ships
OUTSIDE THE GALACTICA FLIGHT DECK
as three more ships fire off into space, rolling off into battle
ON SKYLER
firig
ON A CYLON SHIP
blowing up
ON GREENBEAN
firing
ON A CYLON SHIP
BLOWING UP
ON A CYLON CENTURIAN
CENTURIAN
Return to base...return to base...all ships...
But he does not finish the phrase as his ship explodes into a billion
fragments
SKYLER
We've got 'em on the run, boys. Don't let 'em get away this time...
ON THE CYLONS
turning for home
ON THE COLONIAL WARRIORS
taking up pursuit
ON THE BRIDGE OF THE GALACTICA
Tigh moves up tp Adama
TIGH
Word from the last shuttle, sir...
(he breaks into a grin)
Lieutenant Starbuck is aboard...
ADAMA
smiles
ADAMA
We're going to make it, Colonel. We're going to make it.
ON THE SHUTTLE
leaving the surface o Carillon...far below
INSIDE THE SHUTTLE
many of the survivors from the casino. At the controls, Starbuck.
With him, Boomer and, oddly enough, panning back to the far corner, a
female singing group with multiple eyes and mouths.
BOOMER
You didn't!!!
STARBUCK
(innocently)
I couldn't very well leave them behind...
Starbuck glances out the window
ON CARILLON
as it explodes into billions of tiny torches which quickly spin off
through space and dissipate into blackness.
ON THE BRIDGE OF THE GALACTICA
TIGH
Commander...
Adama looks out into the starfield, nodding his comprehension...
ADAMA
I saw it.
TIGH
The final end of Count Baltar and his treachery
Adama shakes his head grimly.
ADAMA
No...I'm afraid his treachery will haunt the human race for
millenniums. But out of it, perhaps there will come some good. A
place for us out there in the Universe where we can seek after man's
potential for good, for peace, for love. A place for us with our
brothers and sisters...on a planet called...Earth.
ON THE FLEET
as it moves by and we superimpose the legend:
"THE BEGINNING"
FADE OUT
THE END





                               ALIEN


                  (project formerly titled STARBEAST)


                Story by Dan O'Bannon & Ronald Shusett


                      Screenplay by Dan O'Bannon





                                                                       1976






                              SYNOPSIS

     En route back to Earth from a far part of the galaxy, the crew of the
     starship SNARK intercepts a transmission in an alien language,
     originating from a nearby storm-shrouded planet.

     Mankind has waited centuries to contact another form of intelligent
     life in the universe -- they decide to land and investigate.  Their
     search takes them to a wrecked alien spacecraft whose doors gape open
     -- it is dead and abandoned.  Inside they find, among other strange
     things, the skeleton of one of the unearthly space travellers.

     Certain clues in the wrecked ship lead them across the hostile surface
     of the planet to a primitive stone pyramid, the only remnant of a
     vanished civilization.  Beneath this pyramid they find an ancient tomb
     full of fantastic artifacts.  Lying dormant in the tomb are centuries-
     old spores, which are triggered into life by the men's presence.  A
     parasite emerges and fastens itself to one of the men's faces -- and
     cannot be removed.

     An examination by the ship's medical computer reveals that the
     creature has inserted a tube down his throat, which is depositing
     something inside him.  Then it is discovered that the parasite's blood
     is a horribly corrosive acid which eats through metal -- they dare not
     kill it on the ship.

     Ultimately it is dislodged from its victim and ejected from the ship,
     and they blast off from the Hell-planet.  However, before they can seal
     themselves into suspended animation for the long voyage home, a
     horrible little monster emerges from the victim's body -- it has been
     growing in him, deposited there by the parasite... and now it is loose
     on the ship.

     A series of ghastly adventures follow.  They trap it in an air shaft
     and a man has to crawl down the shaft with a flamethrower -- it tears
     a man's head off and runs away with his body -- a man is crushed in
     the air lock door and the ship loses most of its air in a terrific
     windstorm -- another man is burned to death and then eaten by the
     creature -- and another is woven into a cocoon as part of the alien's
     bizarre life cycle.

     Finally there is only one man left alive, alone on the ship with the
     creature, and only six hours till his air runs out; which leads to a
     climax of horrifying, explosive jeopardy, the outcome of which
     determines who will reach Earth alive -- man or alien.






                         CAST OF CHARACTERS

     CHAZ STANDARD,
          Captain.................A leader and a politician.  Believes that
                                   any action is better than no action.

     MARTIN ROBY,
          Executive Officer.......Cautious but intelligent -- a survivor.

     DELL BROUSSARD,
          Navigator...............Adventurer; brash glory-hound.

     SANDY MELKONIS,
          Communications..........Tech Intellectual; a romantic.

     CLEAVE HUNTER,
          Mining Engineer.........High-strung; came along to make his
                                   fortune.

     JAY FAUST,
          Engine Tech.............A worker.  Unimaginative.

     The crew is unisex and all parts are interchangeable for men or women.




   
IMAGE -- starmap.jpg



     FADE IN:

     EXTREME CLOSEUPS OF FLICKERING INSTRUMENT PANELS.  Readouts and digital
     displays pulse eerily with the technology of the distant future.

     Wherever we are, it seems to be chill, dark, and sterile.  Electronic
     machinery chuckles softly to itself.

     Abruptly we hear a BEEPING SIGNAL, and the machinery begins to awaken.
     Circuits close, lights blink on.

     CAMERA ANGLES GRADUALLY WIDEN, revealing more and more of the
     machinery, banks of panels, fluttering gauges, until we reveal:

     INTERIOR - HYPERSLEEP VAULT

     A stainless steel room with no windows, the walls packed with
     instrumentation.  The lights are dim and the air is frigid.

     Occupying most of the floor space are rows of horizontal FREEZER
     COMPARTMENTS, looking for all the world like meat lockers.

     FOOM!  FOOM!  FOOM!  With explosions of escaping gas, the lids on the
     freezers pop open.

     Slowly, groggily, six nude men sit up.

                              ROBY
               Oh... God... am I cold... 

                              BROUSSARD
               Is that you, Roby?

                              ROBY
               I feel like shit... 

                              BROUSSARD
               Yeah, it's you all right.

     Now they are yawning, stretching, and shivering.

                              FAUST
                    (groans)
               Ohh... I must be alive, I feel dead.

                              BROUSSARD
               You look dead.

                              MELKONIS
               The vampires rise from their graves.

     This draws a few woozy chuckles.

                              BROUSSARD
                    (shakes his fist in the
                     air triumphantly)
               We made it!

                              HUNTER
                    (not fully awake)
               Is it over?

                              STANDARD
               It's over, Hunter.

                              HUNTER
                    (yawning)
               Boy, that's terrific.

                              STANDARD
                    (looking around with a grin)
               Well, how does it feel to be rich
               men?

                              FAUST
               Cold!

     This draws a LAUGH.

                              STANDARD
               Okay!  Everybody topside!  Let's get
               our pants on and get to our posts!

     The men begin to swing out of the freezers.

                              MELKONIS
               Somebody get the cat.

     Roby picks a limp cat out of a freezer.

     INTERIOR - CONTROL ROOM

     This is a fantastic circular room, jammed with instrumentation.  There
     are no windows, but above head level the room is ringed by
     viewscreens, all blank for the moment.

     There are seats for four men.  Each chair faces a console and is
     surrounded by a dazzling array of technology.

     STANDARD, ROBY, BROUSSARD, and MELKONIS are entering and finding their
     seats.

                              BROUSSARD
               I'm going to buy a cattle ranch.

                              ROBY
                    (putting down the cat)
               Cattle ranch!

                              BROUSSARD
               I'm not kidding.  You can get one if
               you have the credit.  Look just like
               real cows, too.

                              STANDARD
               All right, tycoons, let's stop
               spending our credit and start
               worrying about the job at hand.

                              ROBY
               Right.  Fire up all systems.

     They begin to throw switches, lighting up their consoles.  The control
     room starts to come to life.  All around the room, colored lights
     flicker and chase each other across glowing screens.  The room fills
     with the hum and chatter of machinery.

                              STANDARD
               Sandy, you want to give us some
               vision?

                              MELKONIS
               Feast your eyes.

     Melkonis reaches to his console and presses a bank of switches.  The
     strip of viewscreens flickers into life.

     On each screen, we see BLACKNESS SPECKLED WITH STARS.

                              BROUSSARD
                    (after a pause)
               Where's Irth?

                              STANDARD
               Sandy, scan the whole sky.

     Melkonis hits buttons.  On the screens the images all begin to pan.

     CAMERA MOVES IN ON ONE OF THE SCREENS, with its moving image of a
     starfield.

     EXTERIOR - OUTER SPACE

     CLOSE SHOT OF A PANNING TV CAMERA.  This camera is remote controlled,
     turning silently on its base.

     CAMERA BEGINS TO PULL BACK, revealing that the TV camera is mounted on
     the HULL OF SOME KIND OF CRAFT.

     When the pullback is finished, WE SEE THE FULL LENGTH OF THE STARSHIP
     "SNARK," hanging in the depths of interstellar space, against a
     background of glimmering stars.

     INTERIOR - BRIDGE

                              ROBY
               Where are we?

                              STANDARD
               Sandy, contact traffic control.

     Melkonis switches on his radio unit.

                              MELKONIS
               This is deep space commercial vessel
               SNARK, registration number E180246,
               calling Antarctica air traffic
               control.  Do you read me?  Over.

     There is only the HISS OF STATIC.

                              BROUSSARD
                    (staring at a screen)
               I don't recognize that constellation.

                              STANDARD
               Dell, plot our location.

     Broussard goes into action, punching buttons, lighting up all his
     instruments.

                              BROUSSARD
               I got it.  Oh boy.

                              STANDARD
               Where the hell are we?

                              BROUSSARD
               Just short of Zeta II Reticuli.  We
               haven't even reached the outer rim
               yet.

                              ROBY
               What the hell?

     Standard picks up a microphone.

                              STANDARD
               This is Chaz speaking.  Sorry, but we
               are not home.  Our present location
               seems to be only halfway to Irth.
               Remain at your posts and stand by.
               That is all.

                              ROBY
               Chaz, I've got something here on my
               security alert.  A high priority from
               the computer... 

                              STANDARD
               Let's hear it.

                              ROBY
                    (punches buttons)
               Computer, you have signalled a
               priority three message.  What is the
               message?

                              COMPUTER
                    (a mechanical voice)
               I have interrupted the course of the
               voyage.

                              ROBY
               What?  Why?

                              COMPUTER
               I am programmed to do so if certain
               conditions arise.

                              STANDARD
               Computer, this is Captain Standard.
               What conditions are you talking
               about?

                              COMPUTER
               I have intercepted a transmission of
               unknown origin.

                              STANDARD
               A transmission?

                              COMPUTER
               A voice transmission.

                              MELKONIS
               Out here?

     The men exchange glances.

                              COMPUTER
               I have recorded the transmission.

                              STANDARD
               Play it for us, please.

     Over the speakers, we hear a hum, a crackle, static... THEN A
     STRANGE, UNEARTHLY VOICE FILLS THE ROOM, SPEAKING AN ALIEN
     LANGUAGE.  The bizarre voice speaks a long sentence, then falls
     silent.

     The men all stare at each other in amazement.

                              STANDARD
               Computer, what language was that?

                              COMPUTER
               Unknown.

                              ROBY
               Unknown!  What do you mean?

                              COMPUTER
               It is none of the 678 dialects
               spoken by technological man.

     There is a pause, then EVERYBODY STARTS TALKING AT THE SAME TIME.

                              STANDARD
                    (silencing them)
               Just hold it, hold it!
                    (glares around the room)
               Computer: have you attempted to
               analyze the transmission?

                              COMPUTER
               Yes.  There are two points of salient
               interest.  Number one: it is highly
               systematized, indicating intelligent
               origin.  Number two: certain sounds
               are inconsistent with the human
               palate.

                              ROBY
               Oh my God.

                              STANDARD
               Well, it's finally happened.

                              MELKONIS
               First contact... 

                              STANDARD
               Sandy, can you home in on that beam?

                              MELKONIS
               What's the frequency?

                              STANDARD
               Computer, what's the frequency of
               the transmission?

                              COMPUTER
               65330 dash 99.

     Melkonis punches buttons.

                              MELKONIS
               I've got it.  It's coming from
               ascension 6 minutes 32 seconds,
               declination -39 degrees 2 seconds.

                              STANDARD
               Dell -- show me that on a screen.

                              BROUSSARD
               I'll give it to you on number four.

     Broussard punches buttons.  One of the viewscreens flickers, and a
     small dot of light becomes visible in the corner of the screen.

                              BROUSSARD (CONT'D)
               That's it.  Let me straighten it out.

     He twists a knob, moving the image on the screen till the dot is in
     the center.

                              STANDARD
               Can you get it a little closer?

                              BROUSSARD
               That's what I'm going to do.

     He hits a button.  The screen flashes and a PLANET APPEARS.

                              BROUSSARD (CONT'D)
               Planetoid.  Diameter, 120 kilometers.

                              MELKONIS
               It's tiny!

                              STANDARD
               Any rotation?

                              BROUSSARD
               Yeah.  Two hours.

                              STANDARD
               Gravity?

                              BROUSSARD
               Point eight six.  We can walk on it.

     Standard rises.

                              STANDARD
               Martin, get the others up to the
               lounge.

     INTERIOR - MULTI-PURPOSE ROOM

     The entire crew -- STANDARD, ROBY, BROUSSARD, MELKONIS, HUNTER, and
     FAUST -- are all seated around a table, with Standard at the head.

                              MELKONIS
               If it's an S.O.S., we're morally
               obligated to investigate.

                              BROUSSARD
               Right.

                              HUNTER
               I don't know.  Seems to me we came on
               this trip to make some credit, not
               to go off on some kind of side trip.

                              BROUSSARD
                    (excited)
               Forget the credit; what we have here
               is a chance to be the first men to
               contact a nonhuman intelligence.

                              ROBY
               If there is some kind of alien
               intelligence down on that planetoid,
               it'd be a serious mistake for us to
               blunder in unequipped.

                              BROUSSARD
               Hell, we're equipped --

                              ROBY
               Hell, no!  We don't know what's down
               there on that piece of rock!  It
               might be dangerous!  What we should
               do is get on the radio to the
               exploration authorities... and let
               them deal with it.

                              STANDARD
               Except it will take 75 years to get
               a reply back.  Don't forget how far
               we are from the Colonies, Martin.

                              BROUSSARD
               There are no commercial lanes out
               here.  Face it, we're out of range.

                              MELKONIS
               Men have waited centuries to contact
               another form of intelligent life in
               the universe.  This is an opportunity
               which may never come again.

                              ROBY
               Look --

                              STANDARD
               You're overruled, Martin.  Gentlemen
               -- let's go.

     INTERIOR - BRIDGE

     The men are strapping in, but this time it is with grim determination.

                              STANDARD
               Dell, I want greater magnification.
               More surface detail.  I want to see
               what this place looks like.

                              BROUSSARD
               I'll see what I can do.

     He jabs his controls.  The image on the screen ZOOMS DOWN TOWARD THE
     PLANET; but all detail quickly vanishes into a featureless grey haze.

                              STANDARD
               It's out of focus.

                              ROBY
               No -- that's atmosphere.  Cloud
               layer.

                              MELKONIS
               My God, it's stormy for a piece of
               rock that size!

                              ROBY
               Just a second.
                    (punches buttons)
               Those aren't water vapor clouds;
               they have no moisture content.

                              STANDARD
               Put ship in atmospheric mode.

     EXTERIOR - "SNARK" - OUTER SPACE

     The great dish antenna on the SNARK folds down against the main body
     of the ship, and other parts flatten out, until the ship has assumed
     an aerodynamic form.

     INTERIOR - BRIDGE

                              STANDARD
               Dell, set a course and bring us in
               on that beam.

     EXTERIOR - SPACE

     The SNARK's engines cough into life, and send it drifting toward the
     distant dot that is the planetoid.

     CAMERA APPROACHES THE PLANETOID, until it looms large on screen.  It is
     turbulent, completely enveloped in dun-colored clouds.

     The SNARK drops down toward the surface.

     INTERIOR - BRIDGE

                              STANDARD
               Activate lifter quads.

                              BROUSSARD
               Activated.  Vertical drop checked.
               Correcting course.  On tangential
               course now, orbiting.
                    (brief pause as he
                     studies his instruments)
               Crossing the terminator.  Entering
               night side.

     EXTERIOR - "SNARK" - IN ORBIT

     Beneath the orbiting SNARK, night's curtain rolls across the planet.

     Descending at an angle, the SNARK drops down into the thick atmosphere
     of the planetoid.

     INTERIOR - BRIDGE

                              ROBY
               Atmospheric turbulence.  Dust storm.

                              STANDARD
               Turn on navigation lights.

     EXTERIOR - "SNARK"

     Hydroplaning down through the pea-soup atmosphere, a set of brilliant
     lights switches on, cutting through the dust, but hardly improving
     visibility.

     INTERIOR - BRIDGE

                              BROUSSARD
               Approaching point of origin.  Closing
               at 20 kilometers, 15 and slowing.
               Ten.  Five.  Gentlemen, we are
               directly above the source of the
               transmission.

                              STANDARD
               What's the terrain down there?

                              BROUSSARD
               Well, line of sight is impossible
               due to dust.  Radar gives me noise.
               Sonar gives me noise.  Infrared --
               noise.  Let's try ultraviolet.  There.
               Flat.  It's totally flat.  A plain.

                              STANDARD
               Is it solid?

                              BROUSSARD
               It's... basalt.  Rock.

                              STANDARD
               Then take her down.

                              BROUSSARD
               Drop begins... now!  Fifteen
               kilometers and dropping... twelve... 
               ten... eight and slowing.  Five.
               Three.  Two.  One kilometer and
               slowing.  Lock tractor beams.

     There is a LOUD ELECTRICAL HUM and the ship shudders.

                              ROBY
               Locked.

                              BROUSSARD
               Kill drive engines.

     The engines fall silent.

                              ROBY
               Engines off.

                              BROUSSARD
               Nine hundred meters and dropping.
               800.  700.  Hang on gentlemen.

     EXTERIOR - SURFACE OF PLANET - NIGHT

     The night-shrouded surface is a hell of blowing dust.  The SNARK hovers
     above it on glowing beams of light, dropping down slowly.

     Landing struts unfold like insect legs.

     INTERIOR - BRIDGE

                              BROUSSARD
               And we're... down.

     EXTERIOR - SURFACE OF PLANET - NIGHT

     The ship touches down, heavily; it rocks on huge shock absorbers.

     INTERIOR - BRIDGE

     The whole ship VIBRATES VIOLENTLY FOR AN INSTANT -- then all the
     panels in the room flash simultaneously and the LIGHT'S GO OUT.

                              BROUSSARD
               Jesus Christ!

     The lights come back on again.

                              STANDARD
               What the hell happened?

                              ROBY
                    (hits a switch)
               Engine room, what happened?

                              FAUST
                    (over, filtered)
               Just a minute, hold it, I'm
               checking.

                              ROBY
               Has the hull been breached?

                              BROUSSARD
               Uh... 
                    (scans his gauges)
               No, I don't see anything.  We've
               still got pressure.

     There is a BEEP from the communicator.  Then:

                              FAUST
                    (over, filtered)
               Martin, this is Jay.  The intakes are
               clogged with dust.  We overheated and
               burned out a whole cell.

                              STANDARD
                    (strikes his panel)
               Damn it!  How long to fix?

                              ROBY
                    (into microphone)
               How long to fix?

                              FAUST
                    (over, filtered)
               Hard to say.

                              ROBY
               Well, get started.

                              FAUST
                    (over, filtered)
               Right.  Talk to you.

                              STANDARD
               Let's take a look outside.  Turn the
               screens back on.

     Melkonis hits buttons.  The screens flicker, but remain black.

                              BROUSSARD
               Can't see a blessed thing.

     EXTERIOR - SHIP - NIGHT

     Only a few glittering lights distinguish the ship from the absolute
     darkness around it.

     THE WIND MOANS AND SCREAMS.  DUST BLOWS IN FRONT OF THE TINY GLIMMERING
     LIGHTS.

     INTERIOR - BRIDGE - NIGHT

                              STANDARD
               Kick on the floods.

     EXTERIOR - SHIP - NIGHT

     A ring of FLOODLIGHTS on the ship come to life, pouring blinding light
     out into the night.

     They illuminate nothing but a patch of featureless grey ground and
     clouds of blowing dust.  The wind shrieks.

     INTERIOR - BRIDGE - NIGHT

                              ROBY
               Not much help.

     Standard stares at the dark screens.

                              STANDARD
               Well, we can't go anywhere in this
               darkness.  How long till dawn?

                              MELKONIS
                    (consults his instruments)
               Well... this rock rotates every two
               hours.  The sun should be coming up
               in about 20 minutes.

                              BROUSSARD
               Good!  Maybe we'll be able to see
               something then.

                              ROBY
               Or something will be able to see us.

     They all look at him.

                                                       DISSOLVE TO:

     EXTERIOR - SHIP - NIGHT (MAIN TITLE SEQUENCE)

     The floodlights on the SNARK fight a losing battle against the
     darkness and the storm.  MAIN THEME MUSIC BEGINS, EXTREMELY OMINOUS.

     THE TITLE APPEARS:

                              ALIEN

     RUN TITLES.

     Gradually, the screen begins to lighten as the SUN RISES.  The
     silhouette of the SNARK becomes visible, like some strange insect
     crouching motionless on the barren plain.  The floods shut off.  Dense
     clouds of impenetrable dust shriek and moan, obscuring everything and
     reducing the sunlight to a dull orange.

     END MAIN TITLES.

     INTERIOR - BRIDGE - DAY

     CLOSE ON A SCREEN - it shows nothing but swirling clouds of orange
     dust.

     PULL BACK FROM SCREEN.  The men (Standard, Roby, Broussard, and
     Melkonis) are sitting and standing around the room, drinking coffee
     and staring at the screens, which reveal only the billowing dust.

                              ROBY
               There could be a whole city out
               there and we'd never see it.

                              BROUSSARD
               Not sitting on our butts in here,
               that's for sure.

                              STANDARD
               Just settle down.  Sandy, you get any
               response yet?

                              MELKONIS
                    (pulls off his earphones)
               Sorry.  Nothing but that same damn
               transmission, every 32 seconds.  I've
               tried every frequency on the
               spectrum.

                              BROUSSARD
               Are we just going to sit around and
               wait for an invitation?

     Roby gives Broussard a black look, then stabs a button on his console
     and speaks into the mike.

                              ROBY
                    (into mike)
               Hello, Faust!

                              FAUST
                    (over, filtered)
               Yeah!

                              ROBY
               How's it coming on the engines?

     INTERIOR - ENGINE ROOM

     Faust is seated at an electronic workbench, brightly lit, speaking
     into a wall intercom.

                              FAUST
               I never saw anything as fine as this
               dust... these cells are all pitted on
               a microscopic level.  I have to
               polish these things smooth again, so
               it's going to take a while.  Okay?

     INTERIOR - BRIDGE - DAY

                              ROBY
               Yeah, okay.
                    (puts down the mike)

                              STANDARD
               Sandy... how far are we from the
               source of the transmission?

                              MELKONIS
               Source of transmission is to the
               northeast... about 300 meters.

                              ROBY
               Close... 

                              BROUSSARD
               Close enough to walk to!

                              STANDARD
               Martin, would you run me an
               atmospheric?

                              ROBY
                    (punches buttons and
                     consults his panels)
               10% argon, 85% nitrogen, 5% neon... 
               and some trace elements.

                              STANDARD
               Nontoxic... but unbreathable.
               Pressure?

                              ROBY
               Ten to the fourth dynes per square
               centimeter.

                              STANDARD
               Good!  Moisture content?

                              ROBY
               Zero.  Dry as a bone.

                              STANDARD
               Any microorganisms?

                              ROBY
               Not a one.  It's dead.

                              STANDARD
               Anything else?

                              ROBY
               Yeah, rock particles.  Dust.

                              STANDARD
               Well, we won't need pressure suits,
               but breathing masks are called for.
               Sandy -- can you rig up some kind of
               portable unit that we can use to
               follow that transmission to its
               source?

                              MELKONIS
               No problem.

                              BROUSSARD
               I volunteer for the exploration
               party.

                              STANDARD
               I heard you.  You want to break out
               the side arms?

     INTERIOR - MAIN ARM LOCK - DAY

     Standard, Broussard and Melkonis enter the lock.  They all wear gloves,
     boots, jackets, and pistols.

     Broussard touches a button and the inner door slides silently shut,
     sealing them into the lock.

     They all pull on rubber full-head oxygen masks.

                              STANDARD
                    (adjusting the radio on his
                     mask)
               I'm sending.  Do you hear me?

                              BROUSSARD
               Receiving.

                              MELKONIS
               Receiving.

                              STANDARD
               All right.  Now just remember: keep
               away from those weapons unless I say
               otherwise.  Martin, do you read me?

     INTERIOR - BRIDGE - DAY

                              ROBY
               Read you, Chaz.

     INTERIOR - MAIN AIR LOCK - DAY

                              STANDARD
               Open the outer door.

     Ponderously, the outer lock door slides open.  ORANGE SUNLIGHT streams
     into the lock, and clouds of dust swirl in.  We hear the MOANING OF THE
     WIND OUTSIDE.

     A mobile stairway slides out of the open hatchway, and clunks as it
     hits the ground.

     Standard walks out into the storm, followed by the others.

     EXTERIOR - PLANETOID - DAY

     The three men trot down the gangplank to the surface of the planet.
     Their feet sink into a thick layer of dust and loose rock.

     The men huddle together, looking around.  The wind screams and tugs at
     their clothes.  Nothing can be seen.

                              STANDARD
               Which way, Sandy?

     Melkonis is fiddling with a portable direction-finder.

                              MELKONIS
                    (pointing)
               That way.

                              STANDARD
               You lead.

     Melkonis walks into the blinding dust clouds, followed closely by the
     others.

                              STANDARD
               Okay, Martin.  We're on our way.

     INTERIOR - BRIDGE - DAY

     Roby is the sole occupant of the bridge.  He is huddled over his
     console, smoking a cigarette and watching three moving blips on a
     screen.

                              ROBY
               Okay, Chaz, I hear you.  I've got you
               on my board.

                              STANDARD
                    (over, filtered)
               Good.  I'm getting you clear too.
               Let's just keep the line open.

     EXTERIOR - PLANETOID - DAY

     The three men plough their way through a limbo of yellow dust and
     shrieking wind.  With their rubbery masks and deliberate movements,
     they look like deep-sea divers at the bottom of a murky ocean.

     Melkonis leads the column, following the compass on the direction
     finder.

                              STANDARD (CONT'D)
               Can't see more than three meters in
               any direction out here.  We're
               walking blind, on instruments.

     They wade on, following Melkonis.  Abruptly he halts.

                              STANDARD (CONT'D)
               What's wrong?

                              MELKONIS
               My signal's fading.

     He studies the direction finder.

     INTERIOR - BRIDGE - DAY

     Roby is listening intently to the dialogue from the helmet radios.

                              MELKONIS (CONT'D)
                    (over, filtered)
               It's the dust, it's interfering... 

     His concentration is so great that he does NOT NOTICE HUNTER COMING UP
     BEHIND HIM.

                              MELKONIS (CONT'D)
                    (over, filtered)
               ... Hold it, I've got it again.  It's
               over that way.

     Standing DIRECTLY BEHIND ROBY, Hunter speaks.

                              HUNTER
               What's happening?

     Startled out of his wits, Roby GASPS and whirls around to face Hunter.

                              ROBY
                    (startled silly)
               Hell!

     Hunter stares at Roby, whose momentary terror dissolves into
     embarrassed anger.

     EXTERIOR - PLANETOID - DAY

     The three men push their way through the storm.  Melkonis stops again,
     studies the direction finder.

                              MELKONIS
               It's close, real close.

                              STANDARD
               How far?

                              MELKONIS
               We should be almost on top of it.  I
               just can't quite... 

     Suddenly, Broussard grabs Standard's arm and points.  The others stare
     in the direction he is pointing.

     REVERSE ANGLE - THEIR POINT-OF-VIEW

     Through the dense clouds of swirling dust we can just barely make out
     some kind of HUGE SHAPE.

     As we watch, the dust clears slightly, REVEALING A GROTESQUE SHIP
     RISING FROM THE SHIP LIKE SOME GIGANTIC TOADSTOOL.  It is clearly of
     non-human manufacture.

     ANGLE ON THE MEN

     They are struck dumb by the sight of the craft.  Finally, Standard
     finds his voice.

                              STANDARD
               Martin, uh, we've found it.

                              ROBY
                    (sharply -- over, filtered)
               Found what?

                              STANDARD
               It appears to be some sort of
               spacecraft.  We're going to approach
               it.

     They start toward the alien ship.

     INTERIOR - BRIDGE - DAY

                              STANDARD (CONT'D)
                    (over, filtered)
               There are no signs of life.  No
               lights... no movement... 

     Roby and Hunter are listening with hypnotic concentration.

                              STANDARD (CONT'D)
                    (over, filtered)
               We're, uh, approaching the base.

     EXTERIOR - BASE OF TOADSTOOL SHIP - DAY

     A strangely shaped DOOR yawns open at the base of the ship.  Dust and
     sand have blown in, filling the lower part of the entrance.

     With great caution, the men approach the entrance and group around it.

                              STANDARD (CONT'D)
               Appears to be a door hanging open,
               the entrance is clogged with debris.

                              BROUSSARD
               Looks like a derelict.

                              STANDARD
               Martin, we're going in.  I'm going to
               hold the conversation to a minimum
               from here on.

     INTERIOR - ALIEN SHIP - DAY

     The doorway is a glowing geometric blur of light against blackness,
     spewing dust.  In the darkness of the chamber are huge, formless
     shapes.

     Standard, Broussard and Melkonis appear silhouetted against the
     doorway.  They switch on flashlight-like devices called "DATASTICKS",
     and step in.

   
IMAGE -- datastick.jpg

     Carefully, peering around, they pick their way past the indistinct
     machinery.

                              MELKONIS
               Air lock?

                              STANDARD
               Who knows?

                              BROUSSARD
               Let's try and find the control room.

     As they move their lights around, they can see that the walls,
     ceiling, and machinery are FULL OF HUGE, IRREGULAR HOLES.

                              MELKONIS
               Look at these holes.  This place
               looks like Swiss cheese.

     Broussard shines his light up into a huge hole in the ceiling.

                              BROUSSARD
               This hole goes up several decks --
               looks like somebody was firing a
               military disintegrator in here.

     They all peer up the hole into darkness.

                              STANDARD
               Climbing gear.

     Standard draws out a stubby spear gun with a graplon attached to it.
     He aims it up into the hole and fires.

     The graplon is launched up into darkness, trailing a thin wire.  There
     is a dull CLUNK, and the wire dangles.

                              BROUSSARD
               I'll go first.

                              STANDARD
               No, you'll follow me.

     Standard attaches the wire to a powered gear box on his chest, and
     presses a button.  With a mechanical whine, he is pulled up into the
     hole, using his feet for leverage where he can.

     Broussard attaches the wire to his own chest unit.

     INTERIOR - CONTROL ROOM OF ALIEN SHIP

     This chamber is totally dark as Broussard arrives at the top of the
     hole.

     Standard stands with his flashlight/camera ("datastick") tracing a
     beam through the hanging dust.

     Broussard unclips himself from the climbing wire, then raises his own
     light.  At that moment, Melkonis arrives at the top of the hole.

     THEIR LIGHTS SCAN THE ROOM.  The beams are clearly visible as columns
     of light in the floating dust.  They reveal heavy, odd shapes.

     Broussard stumbles over something.  He shines his light down on it.

     It is a large, glossy urn, brown in color, with peculiar markings.
     Broussard stands it upright.  It has a round opening in the top, and is
     empty.

     Suddenly, Melkonis lets out a grunt of shock.  Their lights have
     illuminated something unspeakably grotesque: A HUGE ALIEN SKELETON,
     SEATED IN THE CONTROL CHAIR.

     They approach the skeleton, their lights trained on it.  IT IS A
     GROTESQUE THING, BEARING NO RESEMBLANCE TO THE HUMAN FORM.

                              MELKONIS
               Holy Christ... 

     Standard shines his light on the console at which the hideous skeleton
     is seated.  He moves his light closer and peers at the panel.

                              STANDARD
               Look at this... 

     They approach.

                              STANDARD (CONT'D)
               Something has been scratched here... 
               into the veneer.  See?

     Traced raggedly onto the surface of the panel, as by the point of a
     sharp instrument, is a small triangle:

   
IMAGE -- scrawledtriangle.jpg

     Hearing something, Broussard flashes his light across the room.  As the
     beam scans the walls, it briefly touches on SOMETHING THAT MOVES.

     Melkonis convulsively yanks out his pistol.

                              MELKONIS
               LOOK OUT, IT MOVED!

     Standard knocks his hand down.

                              STANDARD
               Keep away from that gun!

     Standard shoulders himself in front of the others.  Then, slowly, he
     begins to move toward the far side of the room.

     They approach a console on the wall, training their lights on it.
     There is a machine.  On the machine, a small bar moves steadily back
     and forth, sliding noiselessly in its grooves.

                              STANDARD (CONT'D)
               Just machinery.

                              BROUSSARD
               But functioning.

     Melkonis looks down at his direction finder.

                              MELKONIS
               That's where the transmission is
               coming from.

     He throws a switch on the direction finder -- with a crackle and a
     hum, the UNEARTHLY VOICE fills their earphones.

                              BROUSSARD
               A recording.  A damned automatic
               recording.

     EXTERIOR - PLANETOID - SUNSET

     SINISTER ANGLE ON THE SNARK.  As we watch, the sunlight turns the color
     of blood, and then the sun is down, leaving murky blackness in its
     wake.  The ring of floodlights on the ship flares into life, feebly
     combatting the darkness and the storm.

     INTERIOR - MULTI-PURPOSE ROOM

     The entire crew is seated around the conference table, watching
     holographic pictures projected onto a screen.  These are photos taken
     by their "datasticks" (flashlight/cameras).

     Standard is commenting on the changing slides.

                              STANDARD
               ... This is the control room... 

     Two or three pictures click onto the screen in succession, showing the
     suited men standing against banks of machinery.

                              STANDARD (CONT'D)
               ... Some details of the control
               room... 

     The SKELETON appears on the screen.  The men react with mutters.

                              STANDARD (CONT'D)
               ... This is the skeleton... another
               view of the skeleton... the
               transmitting device... 

     The triangle that was cut into the alien's console appears.

                              STANDARD (CONT'D)
               ... This is a closeup of the triangle
               we found scrawled on the console in
               front of the skeleton... 

     Standard changes the slide.  The screen goes white.

                              STANDARD (CONT'D)
               ... And that's it.

     He turns off the projector and brings the lights up.

                              HUNTER
               Phenomenal.  Staggering.

                              BROUSSARD
               We've got to go back and take a lot
               more pictures, holograph
               everything.

                              MELKONIS
               And bring back as much physical
               evidence as possible, too.  The rest
               of the skeleton.  Some of the
               machinery.  Written records, if there
               are any.

     Roby is slumped in his chair.  He has said nothing.

                              STANDARD
               Martin?

                              ROBY
               I agree.  This is the single most
               important discovery in history.

                              STANDARD
               But?

                              ROBY
               What killed it?

                              BROUSSARD
               Hell, that thing's been dead for
               years.  Maybe hundreds of years.  The
               whole planet's dead.

                              FAUST
               The way I figure it, they landed
               here for repairs or something, then
               they couldn't take off again.  Maybe
               the dust ruined their engines.  They
               set up an S.O.S. beacon, but nobody
               came.  So they died.

                              ROBY
               He died.

                              FAUST
               What?

                              ROBY
               Not they... he... 

     They all turn to look in the direction of Roby's nod.  CAMERA MOVES
     OVER TO REVEAL THE ALIEN SKULL SITTING ON A TABLE.

                              ROBY (CONT'D)
               ... There was only one skeleton.

     There is a moment of silence.

                              STANDARD
               Jay... how's it coming on the
               repairs?

                              FAUST
               Well... I'm going to have to blow the
               engines out... 

                              STANDARD
               And when will you be ready to do
               that?

                              FAUST
               Oh -- I'm not near ready yet.

                              STANDARD
               Then why the hell are you sitting
               around here?

                              FAUST
               Right.

     The men rise and begin to disperse, but Roby remains seated, deep in
     thought, staring at the skull.  Melkonis lingers in the room with him.

                              MELKONIS
               And there sits man's first contact
               with intelligent life in the
               universe.

     EXTERIOR - SHIP - NIGHT

     ANGLE ON THE SHIP, its spotlights cutting into the gloom.

     INTERIOR - ENGINE ROOM

     A room throbbing with power, enormous pulsing engines capable of
     releasing unimaginable energies.

     Faust has a complicated arrangement set up at the base of one of the
     engines, with spotlights on it.  He is wearing goggles and thin gloves.

                              FAUST
               You ready up there?

     INTERIOR - BRIDGE - NIGHT

     Broussard and Melkonis are seated at their consoles, conversing with
     Faust while they watch their instruments.

                              BROUSSARD
               Sure, we're ready.

     INTERIOR - ENGINE ROOM

                              FAUST
               Okay.  I'm going to start the
               extraction procedure now.

     He pauses to wipe his brow.

     INTERIOR - MULTI-PURPOSE ROOM

     Roby is alone in the room, slumped into a chair, watching the
     photographic slides on the screen.  He is clicking slowly through them.
     He stops on an angle of the skeleton, and stares at it.

     The alien's misshapen skull is sitting on the table next to him.  He
     picks it up, holds it up to the screen for comparison, and studies it.

     Standard appears in the doorway.

                              STANDARD
               Alas, poor Yorick.

     Roby STARTS, puts down the skull.  Standard sits at the table.

                              STANDARD (CONT'D)
                    (nodding at the screen)
               Find anything we missed?

                              ROBY
                    (shrugs)
               I don't even know what I'm looking
               for.

                              STANDARD
               Still worried?

                              ROBY
               Oh well... you know me.

                              STANDARD
               I've always respected your opinion,
               Martin.  If something worries you, it
               worries me.

     Roby reaches over and changes the slide, to the one of the CRUDELY
     DRAWN TRIANGLE ON THE ALIEN CONTROL PANEL.

                              ROBY
               What would you say that was supposed
               to mean?

                              STANDARD
               Well... it's obviously intentional... 
               some kind of attempt at
               communication... maybe it's a symbol
               that means something to them... 

                              ROBY
               But why draw it on the wall?

     Roby switches off the projector, sits up, and rubs his face wearily.

     He rises and goes to the coffee machine.

                              ROBY (CONT'D)
                    (picking a hair out of
                     the coffeepot)
               This ship is full of cat hair.

                              STANDARD
               Tell you what, Martin.  As soon as
               the engine's fixed --

     BEEP!  The communicator interrupts Standard.  He leans across and
     presses the button.

                              STANDARD (CONT'D)
               This is Chaz.

                              BROUSSARD
                    (over, filtered)
               Chaz, this is Dell.  Can you come
               topside for a minute?

                              STANDARD
               What's up?

                              BROUSSARD
                    (over, filtered)
               Well, the sun just came up again,
               and it seems the wind's died down.
               It's as clear as a bell outside.
               There's something I think you ought
               to see.

                              STANDARD
               I'm on my way.

     He and Roby head for the door.

     INTERIOR - BRIDGE - DAY

     Broussard is alone in the control room when Standard and Roby arrive.

                              STANDARD
               What is it?

                              BROUSSARD
               Take a look.

     EXTERIOR - SHIP - DAY

     The dust no longer blows.  The day is crisp, clear, and silent.

     INTERIOR - BRIDGE - DAY

                              BROUSSARD
               I was scanning the horizon to see
               what I could pick up.  Look there, on
               that screen.

                              STANDARD
               What is it, I can't --

     BLIP!  Broussard enlarges the image.

     The screen now shows a TAPERING STONE PYRAMID on the horizon.

     They all stare at the image for a long moment.  The silhouette of the
     PYRAMID IS INSTANTLY SUGGESTIVE OF THE SCRAWLED TRIANGLE in the alien
     ship.

   
IMAGE -- pyramid.jpg

     Standard presses the nearest communicator and speaks into the grille.

                              STANDARD
               This is Chaz.  All hands topside.
               Now.

     INTERIOR - BRIDGE - DAY - A LITTLE LATER

     ANGLE ON A VIEWSCREEN.  It shows the PYRAMID on the horizon.  CAMERA
     PULLS BACK to reveal all the men, sitting and standing around the
     room.

                              STANDARD
               Doesn't seem much doubt about it,
               does there?

                              MELKONIS
               That creature sure must have
               considered it important... using his
               last strength to draw it... 

                              BROUSSARD
               Maybe they built it.

                              FAUST
               As what?

                              BROUSSARD
               A marker for buried instrumentation?

                              HUNTER
               Or a mass grave.

                              BROUSSARD
               Maybe the rest of the crew is in
               there -- in some kind of suspended
               animation, waiting to be rescued.

                              MELKONIS
               It wasn't necessarily built by them.

     On the screens, a puff of DUST blows in front of the pyramid.

                              ROBY
               Here comes the dust again.

     EXTERIOR - SHIP - DAY

     WITH A SHRIEK, THE DUST STORM RETURNS, completely obscuring the SNARK.

     INTERIOR - BRIDGE - DAY

                              STANDARD
               Well, does anyone else agree with
               Martin that we should not explore
               it?

     Everyone looks around the room, but no one volunteers.

                              STANDARD (CONT'D)
               Then the sooner we get moving, the
               better.

     EXTERIOR - PLANETOID - DAY

     LONG SHOT OF THE STONE PYRAMID, dust blowing in front of it.  It is a
     crumbling, ancient edifice, made of eroded grey stones, windowless,
     tapering toward the top.

     Standard, Broussard, and Melkonis, wearing the protective suits,
     approach the pyramid.  As they draw near, it becomes clear that the
     pyramid is roughly 50 feet tall.

                              STANDARD
               We can't make out any details or
               features yet... but it's definitely
               too regular for a natural
               formation... 

     INTERIOR - BRIDGE - DAY

     Roby and Hunter are present.  They are listening to Standard's VOICE ON
     THE RADIO.

                              STANDARD (CONT'D)
                    (over, filtered)
               ... There's one thing I can say for
               sure though... 

     BUZZZZZ!  Standard's voice is DROWNED OUT BY STATIC.

                              ROBY
               Now what's wrong?

                              HUNTER
               I've completely lost their signal.

                              ROBY
               Can you get them back?

                              HUNTER
               I'm trying.

     EXTERIOR - BASE OF PYRAMID - DAY

     The three men come to the base of the massive structure.  Dust and sand
     have piled thickly around the crumbling, grey stones that form the
     base.

                              MELKONIS
               This looks ancient.

                              STANDARD
               Can't tell -- these weather
               conditions could erode anything,
               fast.

     They walk around the base.

                              BROUSSARD
               There's no entrance.

                              MELKONIS
               Maybe the entrance is buried.  Could
               be under our feet.

                              STANDARD
               Maybe there is no entrance; the
               thing may be solid.

     INTERIOR - BRIDGE - DAY

                              ROBY
               Well, there ought to be some way we
               can get through to them --

     The INTERCOM BEEPS.  Faust's voice is heard.

                              FAUST
                    (over, filtered)
               Sorry to interrupt, but I'm gonna
               charge up the engines for a minute,
               okay?

                              ROBY
               Yeah, okay.  Go ahead.

     A LOUD, POWERFUL THROBBING BEGINS, drowning out all other sounds, as
     the engines are tested.

     A light on Roby's panel is FLASHING.  We can see that it is the
     COMPUTER ALERT.

     Irritably, Roby throws the switch.

                              ROBY (CONT'D)
               Yes!

                              COMPUTER
               I have a temporary sequence on the
               monitor --

                              ROBY
               Hold it, I can't hear a damn thing!

     He puts an earphone to his ear and switches the computer's voice over.

                              ROBY (CONT'D)
               Go ahead!

     There is a PAUSE while Roby listens to the computer.  His eyes widen.

                              ROBY (CONT'D)
               You mean... you've translated it?

     Another PAUSE as he listens to the earphone.

                              ROBY (CONT'D)
               Well come on, come on!  What does it
               say?

     Another PAUSE.  Roby's face changes; he looks CHILLED TO THE BONE.  His
     mouth works.

     Abruptly, THE ENGINES SHUT OFF, LEAVING A RINGING SILENCE.

                              HUNTER
                    (looking over at Roby)
               What?  What was that?

                              ROBY
               The computer just translated the
               goddamn message.  It's not an S.O.S.
               It was a warning.

     EXTERIOR - BASE OF PYRAMID - DAY

                              BROUSSARD
               Maybe we can get in by the top.

                              STANDARD
               You want to try?

                              BROUSSARD
               Sure.

     Broussard takes out the graplon-gun, and fires the hook up toward the
     top of the pyramid.  It catches.  He clips himself to the wire.

                              BROUSSARD (CONT'D)
               You guys just wait down here till I
               say it's okay to come up.

     Broussard turns on the climbing device, and begins to walk up the side
     of the pyramid.

     OMINOUS ANGLES showing Broussard climbing the pyramid, the dust
     blowing, the wind shrieking.

     EXTERIOR - TOP OF PYRAMID - DAY

     The peak of the pyramid is in extreme disrepair.  Broussard arrives at
     the top and clings to the jagged, crumbling stones.

                              BROUSSARD
               There's a hole at the top.

     EXTERIOR - BASE OF PYRAMID - DAY

                              STANDARD
               Can we come up?

                              BROUSSARD
                    (over, filtered)
               No, it's too small, only room enough
               for one person.

                              STANDARD
               Can you see anything in the hole?

     EXTERIOR - TOP OF PYRAMID - DAY

     Broussard leans over and looks into the hole.  He sees only blackness.

     Freeing one arm, he unclips his datastick from his belt, switches on
     the "flashlight" function, and shines it down into the hole.

                              BROUSSARD
               I can see... partway down.  It just
               goes down like a stovepipe.  Smooth
               walls.  I can't see the bottom --
               light won't reach.

     INTERIOR - BRIDGE - DAY

     Faust comes trotting up the steps, a questioning look on his face.

                              FAUST
               Yes?  What is it?

                              ROBY
               Jay, we've got a problem.  I was
               wondering if there was any way you
               could shortcut the repairs and give
               us immediate takeoff capability.

                              FAUST
                    (quickly)
               Why, what's wrong?

                              ROBY
               The computer's translated the alien
               signal, and it's kind of alarming.

                              FAUST
               What do you mean?

                              ROBY
               It couldn't translate the whole
               thing, only three phrases.  I'll just
               read it to you the way I got it:
                    (reads from a strip of paper)
               "... HOSTILE... SURVIVAL... ADVISE DO
               NOT LAND... "
                    (looks up at the others)
               And that's all it could translate.

     EXTERIOR - TOP OF PYRAMID - DAY

     Hanging from the lip of the hole, Broussard is unclipping gear from
     his belt.

                              STANDARD
                    (over, filtered)
               Dell, you want to come down, we can
               figure out where to go from here.

                              BROUSSARD
               No, I want to go in.

     EXTERIOR - BASE OF PYRAMID - DAY

     Standard and Melkonis exchange a glance.

                              STANDARD
               Okay, Dell, but just for a
               preliminary look-around.  Don't
               unhook yourself from your cable.  And
               be out in less than ten minutes.

     EXTERIOR - TOP OF PYRAMID - DAY

                              BROUSSARD
               Right.

     Broussard has rigged a tripod across the mouth of the hole.  He
     unspools a couple feet of wire from the device, and attaches the end
     of it to his chest unit.

     He climbs over the lip and drops into the hole.  He is now hanging by
     the wire, with his head and shoulders out of the hole.

                              BROUSSARD (CONT'D)
               Okay, I'm in the mouth of the
               chimney now, and I'm starting down.

                              STANDARD
                    (over, filtered)
               Take care.

     Broussard activates the climbing unit and lowers himself down into the
     hole.

     INTERIOR - PYRAMID - DAY

     Bracing his feet against the rough stone wall of the vertical tunnel,
     Broussard switches on his datastick and points it down into the
     depths.

     The beam penetrates only thirty feet or so, then is lost in darkness.

                              BROUSSARD
               It's noticeably warmer in here.  Warm
               air rising from below.

     He starts down, paying out the line and moving down in short hops,
     pushing off each time with his feet.

     He stops to catch his breath.  His breathing rasps loudly in his
     helmet.

     A little sunlight filters down from above.  Looking up, he can see the
     mouth of the hole, a glowing spot of light.

     Standard's voice comes over his earphones.

                              STANDARD
                    (over, filtered)
               Are you okay in there?

                              BROUSSARD
                    (gasping for breath)
               Yeah, I'm okay.  Haven't hit bottom
               yet.  Definitely a column of warm air
               rising; it keeps the shaft clear of
               dust.

                              STANDARD
                    (over, filtered)
               What was that Dell, I lost you, do
               you read me?

                              BROUSSARD
               Yeah, but this is hard work.  Can't
               talk now.

     He kicks off and continues down, taking longer and longer hops as he
     gains confidence.

     Pausing for a moment to regain his breath, he shines the light on his
     instruments.

                              BROUSSARD (CONT'D)
               I'm way below ground level.

     EXTERIOR - BASE OF PYRAMID - DAY

                              STANDARD
               What'd he say?

                              MELKONIS
               I couldn't make it out -- too much
               interference.

     INTERIOR - BRIDGE - DAY

     Roby and Hunter.

                              HUNTER
               I'm getting nowhere.  The whole area
               around the pyramid is dead to
               transmission.  I think we should go
               after them.

                              ROBY
               No.

                              HUNTER
               What do you mean, no?

                              ROBY
               We're not going anywhere.

                              HUNTER
               But they don't know about the
               translation!  They could be in danger
               right now.

                              ROBY
               We can't spare the personnel.  We've
               got minimum takeoff capability right
               now.  That's why Chaz left us on
               board.

                              HUNTER
               Why, you chickenshit bastard --

                              ROBY
               Just can that crap!  I'm in command
               here till Chaz returns!  And nobody's
               leaving this ship!

     INTERIOR - PYRAMID - DAY

     Broussard resumes his downward climb.  SUDDENLY, HIS FEET LOSE THEIR
     PURCHASE AS THE WALLS OF THE SHAFT DISAPPEAR.

     The tunnel has reached its end.  Below him is an unfathomable,
     cavernous space.

                              BROUSSARD
                    (huffing and puffing)
               Tunnel's gone -- cave or something
               below me -- feels like the tropics
               in here; air is warm and humid... 
                    (consults his instruments)
               ... high oxygen content, no dust,
               it's completely breathable --

     Puffing with exertion, he releases his purchase on the stone walls and
     begins to lower himself on power.  Now he is dangling free in darkness,
     spinning slowly on the wire as the chest unit unwinds.

     Finally, his feet hit bottom.  He grunts in surprise and almost loses
     his balance.

     INTERIOR - TOMB - DAY

     Broussard is standing on a dusty stone floor, with a feeble column of
     sunlight shining down around him from the tunnel above.  Around is
     solid darkness.

     He flashes his datastick around.  The beam reveals that he is in a
     stone room.  STRANGE HEIROGLYPHICS are carved into the walls.  They have
     a primitive, religious appearance.  Row after row of pictograms stretch
     from floor to ceiling, some epic history in an unknown language.  Huge
     religious symbols dominate one wall.

     Spaced at intervals are stylized stone statues, depicting grotesque
     monsters, half anthropoid, half octopus.

                              BROUSSARD
               It's unbelievable!  It's like some
               kind of tomb... some primitive
               religion!  Hey, is anybody there?  Do
               you read me?  Standard!

     Annoyed, Broussard yanks off his breathing goggles, and leaves them
     hanging around his neck.  He takes a deep breath of the wet air.

     EXTERIOR - BASE OF PYRAMID - LATE AFTERNOON

     Standard and Melkonis are standing around nervously.

                              STANDARD
               If we don't hear from him soon, I
               think we better go in after him.

                              MELKONIS
               Sun will be down in a minute.

     INTERIOR - TOMB - LATE AFTERNOON

     Face bare, Broussard approaches the center of the room, which is
     dominated by a large, broad pedestal.  On the pedestal are ROWS OF
     LEATHERY URNS OR JARS, EXACTLY LIKE THE ONE BROUSSARD STUMBLED ACROSS
     IN THE ALIEN SHIP -- EXCEPT THESE ARE ALL SEALED.

     He walks around the urns, studying them.  They all have sealed lids.  He
     shines his light on one of them; then he lays his gloved hand on it.

     He lifts his mask radio to his lips.

                              BROUSSARD
               I don't know if you can hear me, but
               the place is full of large bottles
               or jars, just like the one we found
               on the other ship -- except these
               are all sealed.  Also they're soft to
               the touch.

     He peers more closely at the leathery object.

                              BROUSSARD (CONT'D)
               Another funny thing -- I just put my
               hand on it, and now there are these
               raised areas appearing where my
               fingertips were.

     EXTERIOR - BASE OF PYRAMID - DAY

     THE SUN DROPS BELOW THE HORIZON, throwing the landscape into gloom.
     Standard and Melkonis switch on their lights.

                              STANDARD
               Let's go.

     He attaches his chest unit to the wire and starts up.

     INTERIOR - TOMB - NIGHT

     Broussard is moving his light along the rows of heiroglyphs on the
     wall.  They depict stylized drawings of strange monsters.

     He pauses to quickly change the film clip in his datastick; then he
     turns back to the "urn" he was examining -- BUT NOW THERE IS A HOLE IN
     THE TOP OF IT.

     He shines his light on the floor at the base of the "urn."  There lies
     the "lid" -- the stopper that had filled the hole.  He picks it up and
     studies it.  It appears more organic than artificial; the inside
     surface is spongy and irregular.

     Then he turns the light to the now-open "urn."

     He bends over the mouth of the "urn" shining the light in, AND WITH
     SHOCKING VIOLENCE, A SMALL, OCTOPUS-LIKE THING LEAPS OUT AND ATTACHES
     ITSELF TO HIS FACE, WRAPPING ITS TENTACLES AROUND HIS HEAD.

     With a MUFFLED SCREAM, he launches himself backward, tearing at the
     thing with his hands.

   
IMAGE -- facehugger.jpg

     EXTERIOR - TOP OF PYRAMID - NIGHT

     The dust blows and howls as Standard and Melkonis arrive at the top,
     lights bobbing in the darkness.

                              STANDARD
                    (puffing with exertion)
               Here's his line.  We can haul him out
               of there if we have to.

                              MELKONIS
               It'll yank him right off his feet if
               he's not expecting it.  The line
               could get tangled in something.

                              STANDARD
               But what can we do?  He's out of
               radio contact.

                              MELKONIS
               Maybe we should just wait a few more
               minutes.

     Standard hesitates, clinging to the lip of the hole.

                              STANDARD
                    (making up his mind)
               No, I told him to be out in ten
               minutes.  It's been much longer.
               Let's get him out of there.

     Standard pulls himself up and crouches precariously on the edge of the
     tunnel.  He begins to fiddle with the winch mechanism from which
     Broussard's line dangles.

                              STANDARD (CONT'D)
               The line's slack.  Christ, do you
               think the idiot unhooked himself?

     He switches on the winch motor.  With a whine, it begins to reel the
     line in.  After a moment, the line TIGHTENS WITH A JERK -- and the
     motor slows down, laboring under the added weight.

                              STANDARD (CONT'D)
               There, it caught!

                              MELKONIS
               Is it still coming up, or is it
               hooked on something?

                              STANDARD
               No, it's coming.

                              MELKONIS
               Can you see anything?

     Standard shines his light down into the hole.

                              STANDARD
               No, I can't see far enough.  The
               line's moving, though.

     For a moment, the two men hang to the narrow top of the pyramid,
     saving their strength, while the line reels in and the wind howls.
     Then Standard shines his light back down in.

                              STANDARD (CONT'D)
               I can see him!  Here he comes!

     The winch begins to LABOR HEAVILY.

                              STANDARD (CONT'D)
               Get ready to grab him!

     Broussard appears at the top of the pit, dangling limply from the
     wire.  Standard reaches for him -- then RECOILS SHARPLY.

                              STANDARD (CONT'D)
               Look out!  There's something on
               his face!

     Melkonis attempts to come to his aid.

                              MELKONIS
               What is it?

                              STANDARD
               Don't touch him, watch it!

     In their panic and confusion, the men teeter momentarily, finally
     regain their balance.  They shine their lights on Broussard.

     He appears to be completely unconscious -- AND THE OCTOPUS THING IS
     STILL WRAPPED AROUND HIS FACE, MOTIONLESS.

                              MELKONIS
               Oh God, oh God no.

                              STANDARD
               Help me -- I'm going to try to get
               it off.

     With his gloved hands, Standard grasps the tentacled mess and tries to
     pull it from Broussard's head.

                              STANDARD (CONT'D)
               It won't come -- it's stuck.

                              MELKONIS
               What is it?

                              STANDARD
               How the hell should I know?  Come on,
               give me a hand, let's get him out of
               there!

     The two men grapple with Broussard's limp body, lifting him from the
     hole.

     INTERIOR - BRIDGE - NIGHT

     Roby and Hunter are sitting moodily, silent.  There is a long moment
     while nothing is said, then:

                              HUNTER
               I've got 'em!  They're back on my
               screens!

                              ROBY
                    (leaps to his feet)
               How many?

                              HUNTER
               Three blips!  They're coming this
               way!

     Roby grabs a microphone.

                              ROBY
                    (into mike)
               Hey, can you guys hear me?

                              STANDARD
                    (over, filtered)
               Yeah, we hear you!  We're coming
               back!

                              ROBY
               Thank Christ!  We lost you!  Listen,
               there's been a new development --

                              STANDARD
                    (over, filtered)
               Can't talk now; Broussard's injured.
               We'll need some help getting him
               into the ship.

     Roby collapses into a chair, suddenly limp with apprehension.  He's
     feared something like this all along, and now it has begun to happen.

                              ROBY
                    (to himself)
               Oh no.

                              HUNTER
                    (into intercom)
               Jay, this is Cleave!  Meet me at the
               main air lock!

     Hunter dashes from the room.

     Roby remains where he is, seated at his console.  He is stunned, his
     mind racing.  CAMERA MOVES IN ON HIS FACE.

     INTERIOR - CORRIDOR OUTSIDE AIR LOCK - NIGHT

     Hunter comes racing down the steps and hurries up to the inner lock
     door.

     He presses the wall intercom.

                              HUNTER
                    (into intercom)
               Martin, I'm by the inner lock door!
               I'll wait here for you to let them
               in!

     INTERIOR - BRIDGE - NIGHT

                              ROBY
                    (strangely quiet)
               Right.

     INTERIOR - CORRIDOR OUTSIDE AIR LOCK - NIGHT

     Faust comes running up, covered with grime.

                              FAUST
               What the hell's going on?

                              HUNTER
               Don't know -- Broussard got hurt
               somehow.

                              FAUST
               Hurt!  How?

                              HUNTER
               Don't know -- maybe we'll be real
               lucky and he just broke his neck.
                    (a beat)
               I knew we shouldn't of come down
               here.

     INTERIOR - BRIDGE - NIGHT

     Roby is seated alone in the room, listening to the transmission from
     Standard and Melkonis.

                              STANDARD
                    (over, filtered)
               Martin, are you there?

     Roby leans forward and speaks into the microphone.

                              ROBY
               Here, Chaz.

                              STANDARD
                    (over, filtered)
               We're coming up now, open the outer
               lock door.

                              ROBY
               Chaz -- what happened to Broussard?

                              STANDARD
                    (over, filtered)
               It's some kind of organism, it's
               attached itself to him.  Let us in.

     Roby does not reply.

                              STANDARD (CONT'D)
                    (over, filtered)
               You hear me, Martin?  Open the outer
               door.

                              ROBY
               Chaz, if it's an organism, and we
               let it in, the ship will be
               infected.

                              STANDARD
                    (over, filtered)
               We can't leave him out here, open
               the door.

                              ROBY
                    (urgently)
               Chaz, listen to me -- we've broken
               every rule of quarantine.  If we
               bring an organism on board, we won't
               have a single layer of defense left.

                              STANDARD
                    (over, filtered)
               Martin, this is an order!  Open the
               door!

     Hating it, Roby leans forward and throws the switch.

     INTERIOR - CORRIDOR OUTSIDE AIR LOCK - NIGHT

     A RED LIGHT goes on, on a console on the wall.  The whine of a large
     servo is heard, followed by a solid metallic CLUNK.

                              HUNTER
               Outer door's open.

     After a moment, they hear the motor sound again, followed by another
     CLUNK.  The outer door has closed again.  The red light goes off.

     The inner door slides open, and Standard and Melkonis stagger through,
     carrying the sagging body of Broussard.  A cloud of choking dust
     follows them out of the lock.

                              STANDARD
                    (pulling off his mask)
               You men stay clear, there's a
               parasite on him.

     Hunter and Faust RECOIL.

                              HUNTER
               Oh -- God -- oh --

                              FAUST
               Is it alive?

                              STANDARD
               I don't know but don't touch it.
               Give us a hand here, let's get him
               up to the Autodoc.

     Hunter and Faust move in carefully to help with the limp burden.

     INTERIOR - INFIRMARY

     One of them flicks on the lights as they come shuffling into the
     medical room, carrying Broussard.

     Revealed is a rather small cubicle whose walls are lined with
     machinery.  The principle item of interest is a mechanized bunk bed,
     which rests in a cradle and slides in and out of a slot in the wall.

                              STANDARD
               Help me, come on, let's get him up
               here.

     They slide the man onto the bunk.

                              HUNTER
               That thing, God almighty, didn't you
               try to get it off him?

                              STANDARD
               It wouldn't come.

     Standard yanks off his gloves.

                              STANDARD (CONT'D)
               Medical gloves.

     They pull thin elastic gloves from a dispenser in the wall, and pull
     them on.

     Gingerly, they approach Broussard.

     Standard places his hands on the octopus-thing that is slowly pulsing
     on Broussard's face.  He grasps the tentacles in his hands and tries to
     pull it free.

                              STANDARD (CONT'D)
               It's really on there tight.

                              FAUST
               Here, let me try.

     Faust takes a pair of pliers from a rack, and carefully grasps the tip
     of one of the tentacles.  Squeezing tightly, he leans back with all his
     weight.

                              STANDARD
                    (grabbing Faust's hands)
               Stop it, you're tearing his face.

     A trickle of blood begins to ooze down Broussard's cheek.

                              MELKONIS
               It's not coming off -- not without
               his whole face coming off too.

                              STANDARD
               Let's let the machine work on him.

     Efficiently, they strip Broussard naked, then Standard presses a
     couple of switches on the wall.  The machine lights up, and Broussard
     is sucked into the slot in the wall.

     He is visible inside.  The machine immediately sprays a cloud of
     disinfectant on him, then sterilizes him with a blinding pink light.

     A bank of video monitors pops on, revealing X-ray images of different
     parts of his body.  Sensors begin to scan, relays chatter.

     ROBY APPEARS IN THE DOORWAY.

     Standard turns and looks at him.  For a long moment, the two men regard
     each other, then STANDARD STEPS FORWARD AND SLAPS ROBY ACROSS THE
     FACE.

     The others are shocked.

                              HUNTER
               Hey now, what is this?

                              STANDARD
               Ask him.

                              ROBY
                    (slowly puts his hand
                     to his cheek)
               I understand why you did that.

                              STANDARD
               Good.

                              MELKONIS
               He wouldn't open the lock; he was
               going to leave us out there.

                              HUNTER
               Yeah... well, maybe he should have.  I
               mean, you brought the goddamn thing
               in here.  Maybe you deserve to get
               slapped.

                              FAUST
                    (embarrassed)
               Excuse me, I've got work to do.

     Faust exits.

                              HUNTER
               I keep my mouth pretty much shut,
               but I don't like hitting.

                              ROBY
                    (to Standard)
               I guess I had it coming.  Let's call
               it settled.

     After a hard stare at Roby, Standard gives him a curt nod and turns
     his attention to the machinery.

                              ROBY (CONT'D)
                    (slowly)
               Would somebody fill me in?

                              STANDARD
               He went into the pyramid alone.  We
               lost radio contact with him.  When we
               pulled him out, it was on his face.
               It won't come off, not without
               injuring him.

                              HUNTER
               Where did it come from?

                              MELKONIS
               He's the only one that knows that.

                              HUNTER
               How does he breathe?

     They study the monitors.

                              MELKONIS
               Blood's thoroughly oxygenated.

                              HUNTER
               Yeah, but how?  His nose and mouth
               are blocked.

                              STANDARD
               Let's look inside his head.

     Standard punches some buttons, and on the monitors, a kind of X-ray
     image in vivid colors appears, depicting Broussard's HEAD AND UPPER
     TORSO.

     The parasite is clearly visible on Broussard's face.  In X-ray, the
     creature is a maze of complicated biology.  But the shocking thing is
     that, in X-ray, we can see that Broussard's jaws are forced wide open,
     and THE PARASITE HAS EXTRUDED SOME KIND OF LONG TUBE, WHICH IS STUFFED
     INTO HIS MOUTH AND DOWN HIS THROAT, ending near his stomach.

                              ROBY
               Look at that.

                              HUNTER
               What is it -- I can't tell
               anything --

                              ROBY
               It's some kind of organ -- it's
               inserted some kind of tube or
               something down his throat.

                              HUNTER
                    (turning sick)
               Oh... God... 

     Hunter bends over and RETCHES.

                              ROBY
               I think that's how it's getting
               oxygen to him.

                              HUNTER
               It doesn't make any sense.  It
               paralyzes him... puts him into a
               coma... then keeps him alive.

                              MELKONIS
               We can't expect to understand a life
               form like this.  We're out of our
               back yard.  Things are different
               here.

                              HUNTER
               Well, can't we kill it?  I mean, we
               can't leave the damn thing on him.

                              MELKONIS
               We don't know what might happen if
               we tried to kill it.  At least right
               now it's keeping him alive.

                              HUNTER
               How about cutting it off?  We can't
               pull it loose, but we can cut off
               everything but the bottom layer,
               where it's stuck to his face.

                              STANDARD
               You're right... we can't stand here
               and do nothing.

     Standard picks up his dusty breathing mask and pulls it over his head.
     Then he pulls back on his bulky gloves.  Finally, he presses a switch
     and Broussard slides back out of the booth.

                              STANDARD (CONT'D)
                    (muffled in his mask)
               Somebody give me a scalpel.

     Melkonis takes a glittering surgical blade from a slot in the wall,
     and carefully passes it to Standard.

     Clumsily because of the gloves, Standard manipulates the knife in his
     hand till he has a decent grip on it.  Then he flicks a little button
     with his thumb.  The scalpel begins to hum.

     Standard advances on the parasite.  The others draw back nervously.
     Roby reaches over and draws yet a longer blade from the rack, and
     holds it inconspicuously at his side.

     Standard bends over the parasite.  Carefully, he touches the scalpel to
     the extreme end of one of the tentacles, where it curves toward the
     back of Broussard's head.

     Effortlessly, the electronic blade slides through the alien tissue.
     Immediately, a urine-like fluid begins to flow from the wound.

                              STANDARD (CONT'D)
                    (muffled)
               I've made an incision... it's not
               reacting... but some kind of
               yellowish fluid is leaking out of
               the wound... 

     The noxious-looking liquid drips down onto the bedding next to
     Broussard's head.  Instantly, it starts to hiss, and a thin stream of
     smoke curls up from the stain.

                              STANDARD (CONT'D)
                    (muffled)
               Hold it, this stuff's smoking!

     The others REACT nervously.

     By now, the yellow fluid has eaten a hole through the bunk bed and has
     dripped down onto the floor below.  The metal floor begins to bubble
     and sizzle, and more smoke rises.

     The men start to COUGH.

                              MELKONIS
               God, that smoke's poisonous!

                              HUNTER
                    (pointing)
               It's eating a hole in the floor!

     Abruptly, the men jostle their way out of the room and huddle in the
     corridor outside, coughing their lungs out.

     Standard, who is masked, remains.  Frantically, he attempts to put a
     bandage on the wound, but the fluid instantly melts the bandage, and
     in the process, some of the stuff gets on Standard's gloves.  They
     begin to smoke.

     Frantically Standard leaps back, pulling off the smouldering gloves.
     Then he runs out into the corridor and yanks off his mask.

     INTERIOR - CORRIDOR OUTSIDE INFIRMARY

                              STANDARD
               That stuff's eating right through
               the metal!  It's going to eat through
               the decks and right out through the
               hull!

     By this time Standard has started to run for the stairs.

     INTERIOR - CORRIDORS IN SHIP

     Followed by the others, Standard frantically clangs down the stairs to
     the level below.

                              STANDARD
               There!  Look!

     A droplet of the fluid is sizzling on the ceiling.  It oozes down and
     drips to the floor.

     It bubbles on the floor.

                              MELKONIS
               Jesus, what can we put under it?

     Standard and Hunter charge down the stairs to the level below.

     INTERIOR - LEVEL BELOW

     Standard and Hunter move cautiously down the corridor, looking up at
     the ceiling.

                              STANDARD
                    (pointing)
               There.  Should be coming through
               about there.

                              HUNTER
               Careful, don't get under it!

     INTERIOR - LEVEL ABOVE

     Roby and Melkonis crouch by the spot on the floor where the acid
     sizzles.

                              MELKONIS
               Christ, that stinks.

     Roby fishes a pen out of his pocket and probes into the hole in the
     floor.

                              ROBY
               Seems to have stopped penetrating.

     Hunter comes charging up the steps.

                              HUNTER
               What's happening up here?

                              ROBY
               I think it's fizzled out.

     Hunter approaches and looks.  Roby straightens up, starts to put the
     pen back in his pocket, then changes his mind and stands holding it by
     the end.

                              MELKONIS
               I never saw anything like that in my
               life... except molecular acid.

                              HUNTER
               But this thing uses it for blood.

                              MELKONIS
               Hell of a defense mechanism.  You
               don't dare kill it.

     Standard comes up the stairs.

                              STANDARD
               It's stopped?

                              MELKONIS
               Yes, thank heaven.

                              STANDARD
               We're just plain lucky.  That could
               have gone right through the hull --
               taken weeks to patch it.

                              MELKONIS
               Reminded me of when I was a kid and
               the roof leaked -- everybody running
               for the pots and pans.

                              ROBY
               My God, what about Broussard?

     They turn and run up the stairs.

     INTERIOR - INFIRMARY

     They all come into the room (Roby carrying the partially melted pen).
     Broussard is still motionless on the bunk, with the thing on his face.

                              ROBY
               Did it get on him?

     Standard approaches and peers at Broussard's head.

                              STANDARD
               No, thank God... just missed him.

                              MELKONIS
               Is it still dripping?

                              STANDARD
                    (examining it)
               It appears to have healed itself.

                              HUNTER
               It makes me sick to see him like
               that.

                              MELKONIS
               Isn't there some way we can get it
               off him?

                              STANDARD
               I don't see how.  But let's do what
               we can for him.

     Standard presses a button, and Broussard slides back into the
     diagnostic coffin.  He presses more buttons, and the displays light up
     again, showing different parts of Broussard's body.

                              STANDARD (CONT'D)
               I think we'd better get some
               intravenous feeding started.  God
               knows what that thing is leaching
               out of him.

     Standard operates some controls, and the machine begins to invade
     Broussard's body, sliding needles into him.

                              ROBY
                    (studying the screens)
               Look there, what's that stain on his
               lungs?

     The X-ray reveals a spreading dark blot in the vicinity of Broussard's
     chest.  In the center, the stain is completely opaque.

                              MELKONIS
               It appears to be a heavy fluid of
               some sort... it blocks the X-rays... 

                              ROBY
               That tube must be depositing it in
               him.

                              MELKONIS
               Could be some kind of venom, or
               poison... 

                              HUNTER
               This is horrible.

                              ROBY
               Hey!  what about the film?

                              STANDARD
               What film?

                              ROBY
               Broussard had film in his datastick,
               didn't he?  We can see what happened
               to him.

     INTERIOR - MULTI-PURPOSE ROOM

     Again we are watching slides in the darkened room.  This time Standard,
     Roby, Melkonis, and Hunter are watching the sequence of photographs
     taken automatically by Broussard's datastick as he probed the tomb.

     The camera reveals the "urns."  The climax of the sequence of stills
     comes when THE CREATURE LEAPS OUT OF THE "URN" TOWARD THE CAMERA --
     and after that the camera drops to a useless angle and proceeds to
     show a series of meaningless blurs.  Then the reel ends.

                              HUNTER
               That must have been when he got it.

                              ROBY
               The same thing must've happened to
               the creatures on the other ship... 
               except they took one of those jars
               on board, and opened it there.

                              MELKONIS
                    (clicks back through the
                     slides to a picture of
                     one of the "urns")
               At first I thought they were jars
               too, or artifacts anyway.  But
               they're not.  They're eggs, or spore
               casings.  Let's go back to the
               heiroglyphics.

     CLICKETYCLICKETYCLICK -- Melkonis accelerates through the slides in a
     blur, stopping at the one he wants -- which shows a strip of
     heiroglyphs on the wall of the tomb.

                              STANDARD
               I personally can't make any sense
               out of it... 

     CLICK.  CLICK.  Melkonis is changing the slides as they talk, showing
     different angles on the glyphs.

                              MELKONIS
               It's a crude symbolic language --
               looks primitive.

                              HUNTER
               You can't tell -- that kind of stuff
               could represent printed circuits... 

                              STANDARD
               That sounds a little fanciful... 

                              MELKONIS
               Primitive pictorial languages are
               based on common objects in the
               environment, and this can be used as
               a starting point for translation... 

                              ROBY
               What common objects?

                              HUNTER
               Listen, hadn't somebody better check
               on Broussard?

                              STANDARD
                    (rising)
               I'll do it.  The rest of you
               continue.

                              HUNTER
                    (rising)
               I'll come with you.

     INTERIOR - CORRIDOR OUTSIDE INFIRMARY

     Standard and Hunter come down the passageway.

                              STANDARD
               You know, it's fantastic -- the
               human race has gone this long
               without ever encountering another
               advanced life form, and now we run
               into a veritable zoo.

                              HUNTER
               What do you mean?

                              STANDARD
               Well, those things out there aren't
               the same, you know -- the spaceship
               and the pyramid.  They're from
               different cultures and different
               races.  That ship just landed here --
               crashed like we did.  The pyramid and
               the thing from it are indigenous.

                              HUNTER
               How could anything be indigenous to
               this asteroid?  It's dead.

                              STANDARD
               Maybe it wasn't always dead.

     They arrive at the infirmary.

     INTERIOR - INFIRMARY

     The door slides open, and they step into the room.  Hunter activates
     the bed, and it slides out of the wall.

     THERE IS A LONG, HORRIFIED PAUSE.

                              HUNTER
               It's gone.

     They rush to Broussard's prone form.  THE PARASITE IS GONE FROM HIS
     FACE.

     Broussard is still unconscious, but he is breathing.  HIS FACE IS
     COVERED WITH SUCKER MARKS.

                              HUNTER
               Now we're in for it.

                              STANDARD
               The door was closed.  It must still
               be in here.

     They immediately grow very tense.  Hunter starts edging toward the
     door.  Standard grabs his arm.

                              STANDARD (CONT'D)
               No, don't open the door.  We don't
               want it escaping.

                              HUNTER
                    (very nervous)
               Well, what the hell good can we do
               in here?  We can't grab it -- it
               might jump on us --

                              STANDARD
               Maybe we can catch it.

     Standard picks up a stainless steel tray with a lid.

                              STANDARD (CONT'D)
               As long as we're careful not to
               damage it... 

     Tray in one hand, lid in the other, Standard begins moving slowly
     around the room.  There are very few places to hide.

     He bends down and peers under the bunk.

     As he is down on his hands and knees, WE SEE ONE TENTACLE OF THE
     THING, VIBRATING ON A LEDGE JUST ABOVE STANDARD.

     He rises, and HIS SHOULDER BRUSHES THE TENTACLE.  THE PARASITE DROPS TO
     THE FLOOR.

                              STANDARD
                    (leaping back)
               Shit!

     But the thing is not moving.  It lies motionless on the floor, its
     tentacles curled up.  Its color has faded to a dead-looking grey.

     Without taking his eyes off the thing, Standard reaches behind him and
     takes a long probe from the wall.  He prods the thing; it does not
     respond.

                              STANDARD (CONT'D)
               I think it's dead.

     With great care, he uses the probe to fish the motionless parasite
     into the tray.  Then he quickly closes the lid.

     INTERIOR - LABORATORY

     Standard, Roby, and Melkonis have the parasite spread-eagled on a
     stainless steel table, with a bright light on it.  It is belly-side up.

     Wearing gloves, Standard probes at the thing with an instrument.

                              STANDARD
               Look at these suckers -- no wonder
               we couldn't get it off him.

                              ROBY
               Is that its mouth?

                              MELKONIS
               More likely that organ -- the tube-
               like thing -- fits up in there.

     With a pair of needle-nosed pliers, Standard fishes in the fleshy
     aperture.  Carefully, he extracts the end of the tube-organ.

                              ROBY
               Ugh.

     Suddenly, it starts to FALL APART IN THE PLIERS.

                              STANDARD
               Quick -- it's decomposing -- gimme
               something to grab it with!

     It begins to SMOKE AND BUBBLE.

     Roby grabs a long pair of tongs from the wall and thrusts them at
     Standard -- who throws down the pliers, snatches the tongs and seizes
     the thing in the tongs.

     It is smouldering and dripping acid on the floor.

                              STANDARD (CONT'D)
               Christ!  Let's get it out of here!

     Carrying the thing, he heads for the door.

     INTERIOR - CORRIDORS IN SHIP

     The men run down the passageways, Standard carrying the dripping thing
     in the tongs.  It leaves little smoking droplets on the floor.

     INTERIOR - CORRIDOR OUTSIDE AIR LOCK

     They come running up to the airlock.  Roby stabs the button and the
     inner door slides open.  By the time Standard is in the lock, Roby is
     already on the intercom:

                              ROBY
                    (shouts into intercom)
               For Chrissake, open the main lock!

     INTERIOR - AIR LOCK - DAY

     Roby stumbles in as the inner door closes; and with a heavy whine, the
     thick surface door rumbles open.  Orange sunlight billows in, followed
     by the inevitable dust.

     Standard HURLS THE CARCASS OUT, tongs and all.

     EXTERIOR - BASE OF SHIP - DAY

     The parasite hits the ground and begins to sink into the dust,
     smouldering and fuming.

     INTERIOR - AIR LOCK - DAY

     The outer door rolls shut.

                              ROBY
                    (slumping against the
                     wall)
               My God, it's lethal even when it's
               dead!

     Melkonis gets down on his knees and studies the small burn-holes in
     the floor.

     Standard opens the inner door and steps out into the corridor.  There,
     he activates the wall intercom and punches out a combination.

     INTERIOR - CORRIDOR OUTSIDE AIR LOCK

                              HUNTER
                    (over intercom,
                     filtered)
               Yes?

                              STANDARD
               How's Broussard?

                              HUNTER
                    (over, filtered)
               He's running a fever.

                              STANDARD
               Still unconscious?

                              HUNTER
                    (over, filtered)
               Yes.

                              STANDARD
               Can you do anything for him?

                              HUNTER
                    (over, filtered)
               The machine will bring his
               temperature down.  His vital
               functions are strong.

                              STANDARD
               Good.

     He switches off the intercom.

                              STANDARD (CONT'D)
                    (suddenly exhausted)
               I need some coffee.

     He turns and walks away.

     INTERIOR - MULTI-PURPOSE ROOM

     The cat is strolling around as Roby and Melkonis drop into seats;
     Standard draws a cup of coffee from the machine.

                              MELKONIS
               These day and night cycles are
               totally disorienting.  I feel like
               we've been here for days, but it's
               only been how long?

                              ROBY
                    (stroking the cat)
               About four hours.

                              STANDARD
                    (staring into his coffee
                     cup)
               I'm sorry to say it looks like you
               were right in the first place,
               Martin.  We never should have landed
               here.

                              ROBY
               Look, I'm not trying to rub
               anybody's nose in anything.  The
               important thing is just to get away
               from here as fast as possible.

                              STANDARD
               I can't lean on Faust any harder --
               he's been working non-stop on the
               engines.

                              ROBY
               If we knew exactly what happened to
               the beings on the other ship --

                              MELKONIS
               We do know that.

                              ROBY
               Yeah?

                              MELKONIS
               They never made it off the planet.
               The parasites won.

     This brings a CHILLY SILENCE.

                              ROBY
               Where did the parasites come from?

                              STANDARD
               They seem native to the planet.  It's
               got an atmosphere and a dense
               gravity.  It's dead now, but once it
               must have been fertile.

                              MELKONIS
               No.  It's just too small to support
               fauna as big as the parasites.  If
               there were a native ecology, it
               would have to be microscopic.

                              ROBY
               Couldn't the pyramid have been built
               here by space travellers?

                              STANDARD
               Too primitive.  It's a pre-
               technological construction.  That
               slab was engineered by an Iron-Age
               culture at best.

                              MELKONIS
               They're from a dead civilization;
               they're spores from a tomb.  God
               knows how long they've been here.

                              ROBY
               I think we better take another look
               at those heiroglyphs.

     Suddenly the door opens and Faust sticks his head in.  He is covered
     with dirt and grime.

                              FAUST
               Hey, guess what?

                              STANDARD
               What?

                              FAUST
               The engines are fixed.

     EXTERIOR - PLANETOID - DAY

     The SNARK's engines cough and then with a ROAR BEGIN TO BELCH OUT
     STREAMS OF SUPERHEATED AIR, cutting through the tulgy dust.

     The ship roars and vibrates like a huge beast, capable of unlimited
     power.

     INTERIOR - BRIDGE - DAY

     They are all at their posts.

                              STANDARD
               Switch on tractor beams.

     There is a hair-tingling ELECTRICAL HUM which permeates the whole
     ship, and it begins to float, like a cork in water.

                              STANDARD (CONT'D)
               Lock tractor beams.

     The pitch of the hum changes, and the ship levels itself.

                              STANDARD (CONT'D)
               Retract landing struts.

     EXTERIOR - SHIP - DAY

     The ship is hovering above the ground on beams of shimmering force.
     The landing struts fold up under the belly of the ship.

     INTERIOR - BRIDGE - DAY

                              STANDARD
               Take us up.

                              ROBY
                    (into intercom)
               Up one kilometer, Jay.

     EXTERIOR - PLANETOID - DAY

     The SNARK begins to levitate up into the sky, on the beams of light.

     INTERIOR - BRIDGE - DAY

                              STANDARD
               Switch on lifter quads.

     A POWERFUL, DEEP THROBBING BEGINS.  THE SHIP VIBRATES.

     EXTERIOR - "SNARK" - DAY

     The hovering SNARK begins to accelerate through the choking
     atmosphere.

     INTERIOR - BRIDGE - DAY

                              STANDARD
               Engage artificial gravity.

     Roby throws a switch, and the ship LURCHES.

                              ROBY
               Engaged.

                              STANDARD
               Let's take her into an escape orbit.

     The men get busy with switches.

                              ROBY
               I'm altering our vector now; should
               give us an easy escape velocity --

     A HUGE TREMOR RUNS THROUGHOUT THE SHIP.

                              ROBY & MELKONIS
                    (in concert)
               What was that?

     In answer, THE COMMUNICATOR BEEPS.

                              FAUST
                    (over, filtered)
               This dust is getting clogged in the
               intakes again!

                              STANDARD
               Just hold us together till we're in
               space, that's all!

     The pitch of the engines changes, deepens.

     EXTERIOR - SKY - DAY

     The SNARK swoops up at an acute angle into the boiling clouds.
     Visibility is zero.

     INTERIOR - ENGINE ROOM

     Faust is pulling on a gasmask, because the engine chamber is beginning
     to fill with dust.  He turns on a huge exhaust unit which begins to
     suck up some of the dust.

     INTERIOR - BRIDGE - DAY

     On the screens, nothing but clouds.  Then, ANOTHER TREMOR SHUDDERS
     THROUGH THE SHIP.  The men no longer speak; their expressions are grim,
     set, and sweating; they are watching their instruments.  Periodically
     they mutter technical instructions to each other.

     EXTERIOR - SHIP - DAY

     Abruptly the ship CLEARS THE TOP OF THE CLOUD LAYER AND BURSTS OUT
     INTO STAR-SPRINKLED SPACE, trailing a wake of dust behind it.

     INTERIOR - BRIDGE - OUTER SPACE

     They all CHEER.

                              ROBY
                    (pounds his panel)
               We made it!  Damn, we made it!

                              STANDARD
               You bet we made it.  Martin, set
               course for Irth and accelerate us
               into stardrive.

                              ROBY
               With great pleasure.

     Roby begins to punch buttons.

                              MELKONIS
               I feel like an escapee from Hell.

                                                            DISSOLVE TO:

     EXTERIOR - SHIP AT LIGHT SPEED - LATER

     The ship's speed is so great that there is perceptible movement in the
     universe all around.

     There is a strange corona effect which causes the stars approaching
     the ship to appear blue, and the receding ones to be red.  This is
     redshift, made visible because of their incredible velocity.

     INTERIOR - BRIDGE - OUTER SPACE

     They are unstrapping.

                              ROBY
               That's the part that always makes me
               feel like I'm gonna puke -- when we
               accelerate into light speed.

                              STANDARD
               Quit complaining; we're in space.

     They rise and head out of the room.

     INTERIOR - CORRIDOR

     As they walk along.

                              STANDARD
               I think the best thing to do with
               Broussard is to just freeze him as
               he is.  It'll arrest the progress of
               his disease, and he can get complete
               medical attention when we get back
               to the Colonies.

                              ROBY
               We'll have to go into quarantine,
               maybe for quite a while.

                              STANDARD
               That's okay, he can remain in
               hypersleep until they're ready to
               treat him.

     They enter the infirmary.

     INTERIOR - INFIRMARY

     As they enter the room, THEY ARE SHOCKED TO SEE BROUSSARD SITTING UP
     in BED -- AWAKE.

                              BROUSSARD
                    (hoarsely)
               ... Mouth's so dry... can I have some
               water... 

     Instantly, Roby brings him a plastic cup of water.  Broussard gulps it
     down in a swallow.

                              BROUSSARD (CONT'D)
               More.

     Roby quickly fills a much bigger container and hands it to Broussard,
     who greedily consumes the entire thing.  Then he sags, panting, on the
     bunk.

                              STANDARD
                    (softly)
               How do you feel, Dell?

                              BROUSSARD
                    (weakly)
               Wretched.  What happened to me?

                              STANDARD
               Don't you remember?

                              BROUSSARD
               Don't remember nothing.  Can't hardly
               remember my name.

                              ROBY
               Are you in pain?

                              BROUSSARD
               Not exactly, just feel like
               somebody's been beating me with
               rubber hoses for about six years.

     Melkonis laughs at this remark.  Broussard smiles faintly at him.

                              STANDARD
               Hell, you're in great shape, you've
               got your sense of humor back!

                              BROUSSARD
               God I'm hungry.

                              ROBY
               Dell, what's the last thing you can
               remember?

                              BROUSSARD
               ... I don't know... 

                              ROBY
               Do you remember the pyramid?

                              BROUSSARD
               No.  Just some horrible dreams about
               smothering.  Where are we?

                              STANDARD
               We're going home.  We're in
               hyperspace.

                              MELKONIS
               We're going into the freezers now.

                              BROUSSARD
               I'm really starving; can we get some
               food before we go into the freezers?

                              STANDARD
                    (laughs)
               I think that's a pretty reasonable
               request.

     INTERIOR - MULTI-PURPOSE ROOM

     The entire crew is seated around the table, eating huge portions
     greedily.  The cat eats from a dish on the table.

                              HUNTER
               Boy do I feel a lot better.  It's a
               straight shot back to the Colonies,
               and then we can start taking bids on
               the paydirt.  Any bets on the top
               bid?

                              FAUST
                    (chewing)
               Well, we should at least be able to
               each buy our own planet.

     They all CHUCKLE.

                              MELKONIS
               I'm going to write a book about this
               expedition.  I'm going to call it
               "The Snark Log."

                              STANDARD
                    (stiffly)
               The commander normally has first
               publication rights.

                              MELKONIS
               Maybe we could write it together.

                              ROBY
               First thing I'm going to do when we
               get back is eat some biological
               food.

                              MELKONIS
               What's the matter, you don't like
               this stuff?

                              ROBY
               Tastes like something you'd feed a
               chicken to make it lay more eggs.

                              STANDARD
               Oh it's okay.  I've had better cag
               than this, but I've had worse too,
               if you know what I mean.

                              FAUST
               I kind of like it.

                              ROBY
               You like this shit?

                              FAUST
               It grows on you.

                              ROBY
               You know what they make this stuff
               out of?

                              FAUST
                    (annoyed)
               Yes, I know what they make it out
               of, so what?  It's food now.  You're
               eating it.

                              ROBY
               I didn't say it was bad for you,
               it's just kind of sickening, that's
               all.

                              HUNTER
               Do we have to talk about this kind
               of crap at the dinner table?

     Suddenly, unexpectedly, BROUSSARD GRIMACES AND GROANS.

                              STANDARD
               What's wrong?

                              BROUSSARD
                    (his voice straining)
               I don't know... I'm getting these
               CRAMPS!

     The others stare at him in alarm.  Another GROAN is torn from his lips.
     He clutches the edge of the table with his hands, his knuckles
     whitening.

                              STANDARD
               Breathe deeply.

                              BROUSSARD
                    (screaming)
               OH GOD IT HURTS SO BAD!

                              ROBY
               What Dell -- what?

     Broussard's face is screwed up into a mask of agony, and he is
     trembling violently from head to foot.

                              BROUSSARD
                    (incoherent shriek)
               OhmygooaaAAAHHHHH!!!

     A RED SMEAR OF BLOOD BLOSSOMS ON THE CHEST OF BROUSSARD'S TUNIC.

     THEIR EYES ARE ALL RIVETTED TO BROUSSARD'S CHEST AS THE FABRIC OF HIS
     TUNIC IS RIPPED OPEN, AND A HORRIBLE NASTY LITTLE HEAD THE SIZE OF A
     MAN'S FIST PUSHES OUT.

     Everybody SCREAMS and leaps back from the table.  The cat spits and
     bolts.

     The disgusting little head lunges, comes spurting out of Broussard's
     chest trailing a thick, wormlike tail -- splattering fluids and blood
     -- lands in the middle of the dishes and food on the table -- and
     scurries away while the men are stampeding for safe ground.

     When they finally regain control of themselves, it has escaped.
     Broussard lies slumped in his chair, a huge hole in his chest,
     spouting blood.  The dishes are scattered and the food is covered with
     blood and slime.

                              HUNTER
               Oh, no.  Oh, no.

                              FAUST
               What was that?  What the Christ was
               that?

                              MELKONIS
               It was growing in him the whole time
               and he didn't even know it!

     Slowly, they gather around Broussard's gutted corpse.

                              ROBY
               That thing used him for an
               incubator!

     EXTERIOR - SHIP - OUTER SPACE

     A hatch slides open on the side of the ship, and Broussard's wrapped
     body tumbles silently out.

     AN ELECTRONIC BASS DRUM BEATS A DIRGE as Broussard drifts into
     eternity.

     INTERIOR - CORRIDORS

     The entire remaining crew is walking toward the bridge.

                              MELKONIS
               We can't go into hypersleep with
               that thing running around loose.

                              HUNTER
               We'd be sitting ducks in the
               freezers.

                              ROBY
               But we can't kill it.  If we kill it,
               it will spill all its body acids
               right through our hull and out into
               space.

                              FAUST
               Shit... 

                              STANDARD
               We'll have to catch it and eject it
               from the ship.

                              MELKONIS
                    (sighs)
               Well, I kind of hate to point it
               out, but all our supplies are based
               on us spending a strictly limited
               amount of time out of suspended
               animation... and as you know, we used
               up most of that time in harvesting.

                              STANDARD
               We've got about a week left, right?

                              HUNTER
               And then we run out of food and
               oxygen.

                              FAUST
               The water will still recycle.

                              ROBY
               We won't need it then.

                              STANDARD
               All right, so that's what we've got.
               A week.  It's plenty of time.

                              ROBY
               But if we haven't caught it in a
               week, then we have to go into the
               freezers anyway.

     They enter the bridge.

     INTERIOR - BRIDGE

                              STANDARD
               So does anybody have any
               suggestions?

                              FAUST
               We could put on our pressure suits
               and blow all the air out of the
               ship.  That would kill it.

                              STANDARD
               No, we can't afford to lose that
               much oxygen.  We're going to have to
               flush it out.

                              MELKONIS
               How?

                              STANDARD
               Room by room, corridor by corridor.

     No one likes this thought.

                              MELKONIS
               And what do we do when we find it?

                              STANDARD
               We'll have to trap it somehow.  If we
               had a really strong piece of net, we
               could bag it.

                              FAUST
               We could cut a section out of that
               metallite netting.  It won't hold up
               to that acid, but aside from that
               it's pretty strong.

                              ROBY
               We have to avoid injuring it.  What
               we really need is some electric
               animal prods.

                              HUNTER
               I think I could cobble something
               together.  A long metal rod with a
               battery in it.  Give it a hell of a
               shock.

                              STANDARD
               Good.  Get on it.  But first, I'm
               issuing a standing order: from this
               moment forth, every one of us will
               wear protective garments, including
               helmets.  Let's get down to the
               locker and change.

     They start for the exit.

     EXTERIOR - OUTER SPACE

     The SNARK continues on its way through the weird vortex of hyperspace.

     INTERIOR - CORRIDORS IN SHIP

     Standard is walking purposefully along the corridor, alone.  He is
     garmented in an unusual outfit which makes him look like a riot
     policeman, including clear plastic helmet.

     He reaches a corner and turns.  But this new passageway has a different
     gravity orientation -- Standard seems to be walking down a vertical
     wall.

     He makes yet another disorienting turn, and now he is walking upside-
     down.  He reaches a set of steps and climbs up them -- or rather, down
     them.

     INTERIOR - VENTRAL OBSERVATION DOME - VIEW OF OUTER SPACE

     Melkonis is seated in the dome, upside-down, peering down into space.
     He also wears the protective suit.

     Standard, upside-down, climbs into the dome.  It is dark and eerie
     here, under the stars of interstellar space.  A few glowing panels
     provide the only illumination.

                              STANDARD
               I thought I'd find you here.

                              MELKONIS
               I was thinking of a line from an old
               poem: "Water, water everywhere, but
               not a drop to drink."  All that space
               out there, and we're trapped in this
               ship.

                              STANDARD
               That's the one about the albatross,
               right?

                              MELKONIS
               We can't even radio for help; the
               carrier wave wouldn't reach its
               destination till long after we'd
               died and turned to dust.  We are
               utterly, absolutely alone.  Can
               anybody really visualize such a
               scale of distances?  Halfway across
               Creation... 

                              STANDARD
               We came out there, we'll go back.  A
               long time by the clock, but a short
               time to us.

                              MELKONIS
               Time and space have no meaning out
               here.  We're living in Einsteinian
               equation.

                              STANDARD
               I can see you're putting your spare
               time to good use.
                    (leans forward and taps
                     him on the knee)
               Let me tell you something: you keep
               staring at hyperspace for long
               enough, they'll be peeling you off a
               wall.  I've seen it happen.

                              MELKONIS
                    (smiles at him)
               We're the new pioneers, Chaz.  We
               even have our own special diseases.

                              STANDARD
               Come on -- let's go above and see
               how they're coming with the gear.

     INTERIOR - BRIDGE

     The whole crew has assembled.  Faust is unfolding several yards of
     shimmering metallic netting.

     Hunter hands out five thin rods, like metal broom handles.

                              HUNTER
               These have portable generators in
               them.  They're insulated down to here
               -- just be careful not to touch the
               end.

     He demonstrates by touching the tip of one of the rods to a metal
     object.  A blue spark leaps.

                              FAUST
               Might even incinerate the damn
               thing.

                              STANDARD
                    (sharply)
               I hope not.

                              HUNTER
               Don't worry, it won't damage it,
               it'll just give it a little
               incentive.

                              STANDARD
               How do we locate the creature?

                              FAUST
               With these.

     He picks up a small portable unit.

                              FAUST (CONT'D)
               Tracking device.  You set it to
               search for a moving object... It
               hasn't got much range, but when you
               get within a certain distance, it
               starts beeping.

     Standard takes the device and studies it.

                              STANDARD
               These will be very useful.  At least
               we won't have to go digging around
               in closets with our bare hands.  All
               right, here's the battle plan: we're
               going to break into two teams and
               start systematically covering the
               ship.  Whoever finds it first,
               catches it in the net and ejects it
               from the nearest airlock.  Clear?

                              ROBY
               Even simple.

     Standard shoots him a vicious look, then continues:

                              STANDARD
               For starters, let's make sure the
               bridge is safe.

     Faust takes the device and turns it on.  He scans it around the room.

                              FAUST
               It's clear.

                              STANDARD
               All right -- Roby and Melkonis will
               go with Faust.  Hunter and I will
               make up the second team.

     They start doling out the equipment.

                              STANDARD (CONT'D)
               We'll all carry communicators.  We
               want to keep in constant touch.

     INTERIOR - CORRIDORS IN SHIP

     Melkonis and Roby carry the net, while Faust walks directly behind it,
     carrying the tracking device.  He continually scans it from side to
     side.

                              FAUST
               Nothing yet... nothing... we can move
               pretty fast as long as there's
               nothing on the tracker.

     INTERIOR - OTHER CORRIDORS

     Standard and Hunter move silently along.  Standard is forced to serve a
     double function, carrying one edge of the net and the tracker as well.

     INTERIOR - CORRIDORS

     Roby's team is moving at a fairly brisk pace, when:

                              FAUST
               Hold it.

     Faust's tracker is BEEPING, and a small light flashes.

                              FAUST (CONT'D)
               I've got something.

     Immediately, they grow very tense and start looking around.

                              ROBY
               Where's it coming from?

                              FAUST
                    (peers closely at tracker
                     and frowns)
               Machine's screwed up, I can't tell.
               Needle's spinning all over the dial.

                              MELKONIS
               Is it malfunctioning?

     Faust turns the tracker on its side, and the needle stabilizes.

                              FAUST
               No, just confused.  It's coming from
               below us.

     They all look down at their feet.

     INTERIOR - MAINTENANCE LEVEL

     Roby, Melkonis, and Faust come carefully down a set of crude metal
     stairs, into a drab, functional section of the ship.

     The corridors in this level are lit by rows of bare bulbs in the
     ceiling.  The effect is ugly and confining.

     They stop at the foot of the stairs and move into position, spreading
     the net across the corridor.

                              ROBY
               Okay.

                              FAUST
                    (looking at tracker and
                     nodding down the passageway)
               That way.

     They begin to walk down the passageway, footsteps clanging on the raw
     metal flooring.  It is extremely dark.

                              ROBY
               What happened to the lights?

                              FAUST
               Bulbs burned out, nobody bothered to
               replace 'em.

     They switch on the helmet lights.

     CAMERA FOLLOWS THEM AROUND A COUPLE OF TURNINGS, AND THEN:

                              FAUST (CONT'D)
               Hold it.

     They all stop quickly, almost stumbling.

                              FAUST (CONT'D)
                    (whispering)
               It's within 4 meters.

     Roby and Melkonis heft the net, each keeping his prod in hand.  Faust,
     prod in one hand and tracker in the other, has the unpleasant job of
     approaching the source of the signal.

     He moves with great care, in a half crouch, ready to leap back at any
     second, prod extended, constantly glancing at the tracker.

     The tracking device leads him right up to a small hatch or door in one
     wall.

     Behind his plastic mask, sweat is pouring down Faust's face as he sets
     down the tracker and reaches for the little door.  He raises the prod,
     grasps the door handle, yanks it open, and jams the electric prod
     inside.

     WITH A NERVE-SHATTERING SQUALL, A SMALL CREATURE COMES FLYING OUT OF
     THE CABINET, EYES GLARING, CLAWS FLASHING.

     Instinctively, they throw the net over it, but:

                              ROBY
                    (very annoyed)
               Oh, hold it!

     They open the net and release the creature.  IT IS THE CAT.  Hissing and
     spitting, it scampers away.

                              MELKONIS
               We're making fools of ourselves!

     Roby's COMMUNICATOR BEEPS.

                              ROBY
                    (into communicator)
               Yes!

                              STANDARD
                    (over, filtered)
               We've got it up here!  It's trapped!
               Get up here fast!

                              ROBY
               Where are you?

                              STANDARD
                    (over, filtered)
               Food-storage room!

                              ROBY
               We're coming!

     They dash for the stairs.

     INTERIOR - CORRIDORS IN SHIP

     Roby, Faust, and Melkonis charge down the hallways until they arrive
     at:

     INTERIOR - CORRIDOR OUTSIDE FOOD STORAGE ROOM

     Standard and Hunter are waiting for them, in hysterics.

                              HUNTER
               We saw it inside and slammed the
               door on it!  It's in there now!

     On the other side of the door, CRASHING AND BANGING can be heard.

                              ROBY
               What's it doing, having a seizure?

                              STANDARD
               It started crashing around right
               after we locked it in.

                              ROBY
               Now what?

                              STANDARD
               I guess we open the door and net it.

                              HUNTER
               I hate to open that door.

     Again the thing can be heard CRASHING AROUND INSIDE.

                              STANDARD
               It looks completely different from
               the first one -- it's more like a
               worm with legs... and tentacles.

                              FAUST
               Well we better do something.

                              HUNTER
               Maybe we don't have to.  It's trapped
               in there.  We could just leave it in
               there all the way back to Irth.

                              STANDARD
                    (snaps)
               Don't be an idiot.

                              FAUST
               I know what we can do.  We can pump
               poison gas into the room and kill
               it.  Through those ventilator slots
               there.

     He indicates a row of slots in the bottom of the door.

                              ROBY
               Hey, wait a minute!  That's all our
               food supplies in there!  We can't
               pump poison gas all over them!

                              STANDARD
               Once we kill the thing we won't need
               the food any more -- we can go
               straight into hypersleep.  Also, it
               sounds like that thing is already
               doing a pretty good job on our
               supplies; it may be fouling them
               all.

                              ROBY
               You win.

                              FAUST
               Somebody gimme a hand, I'll get the
               stuff.

     INTERIOR - CORRIDOR OUTSIDE FOOD LOCKER - LATER

     CAMERA PULLS BACK TO REVEAL THAT they are fastening a large funnel-
     shaped device over the ventilator grill at the bottom of the door.
     This funnel is attached to a thick hose, which runs back to a large
     metal tank with pressure gauges.

                              STANDARD
               Get those masks on.

     They pull on gas masks.

                              ROBY
               This stuff's deadly -- I hope we
               know what we're doing.

                              STANDARD
               Go ahead, Jay.

     Faust turns on the machine.  It begins to throb as it pumps the gas
     through the hose and into the room.

     Immediately, THE CRASHING NOISES RISE IN CRESCENDO, AND THE THING CAN
     BE HEARD SCREECHING AND SQUEALING.

     Then the sounds stop altogether.

                              STANDARD (CONT'D)
               Shut it off.

     Faust shuts off the pump.

                              ROBY
               Now what?

                              STANDARD
               What do you think?  Now we go in.

     Standard steps to the door and opens it.  A thick cloud of gas billows
     out.

     INTERIOR - FOOD STORAGE ROOM

     The room is thick with the poison gas.  The men look like insects in
     their gasmasks.

     The food packages are ripped to shreds, and foodstuffs are scattered
     all over the floor.

                              FAUST
               Looks like he helped himself.

     Carefully, the men poke through the garbage, net and prods raised.

     Then Hunter points.

                              HUNTER
               God damn it.

     They all look where he is pointing.  In the wall, A VENTILATOR GRILL
     HAS BEEN RIPPED OPEN.

                              HUNTER (CONT'D)
               It escaped.

     They move to the shredded ventilator and shine their lights into it.

                              ROBY
               Where does that go?

                              FAUST
               All over the ship; we'll have to
               check the charts to know for sure.

                              STANDARD
               Then let's go and do it.

     They head for the door.

                              HUNTER
               Have we got any food at all left in
               the ship?

     They slam the door shut and seal it.

     INTERIOR - BRIDGE

     The screens are showing them a schematic of the ship's system of
     ventilator shafts.

                              FAUST
               That one section of the ventilator
               shaft has only two outlets -- you
               notice?  The food storage room on one
               end --

                              HUNTER
               -- And the cooling unit on the
               other.

                              STANDARD
               So it's trapped in between -- now we
               have to drive it out.

                              FAUST
               Poison gas... 

                              HUNTER
               We can't pump poison gas down into
               the cooling unit!  It'll flood the
               whole ship!

                              STANDARD
               The only other thing I can think of
               is for somebody to crawl in there
               and flush it out.

                              ROBY
               Are you crazy?

                              STANDARD
               The man would need protection,
               obviously -- as well as some way to
               drive the thing before him.

                              FAUST
               How about a flamethrower?  That
               wouldn't poison the air.

                              MELKONIS
               So one of us goes into the airshaft
               and drives the thing along --

                              STANDARD
               While the rest of us wait down in
               the cooling unit with the net.

                              HUNTER
               Sounds like a rough one.

                              STANDARD
               Got a better idea?

     Hunter shrugs.

                              ROBY
               So the only question left is: who
               gets to crawl down the airshaft?

                              STANDARD
               Let's be democratic.

     He tears five small sheets of paper from a pad on his console.  On one
     of them, he draws a large X.  Then he wads each piece of paper into a
     tiny little ball.

     He rolls the paperballs between his hands and tosses them on the table
     like dice.

                              STANDARD (CONT'D)
               Martin, take one.

     Roby picks one up and unfolds it.  It is blank.

     Melkonis picks up another and opens it.  Again blank.

     Faust picks up a ball, and Standard immediately picks his own up.  They
     are both blank.

     They all look at Hunter, who has not yet unfolded his.

                              STANDARD (CONT'D)
               Open it up, Cleave.

     INTERIOR - FOOD STORAGE ROOM

     Hunter is strapping on an oxygen mask and a flame thrower.  Faust is
     helping him.

     Finally, Faust hands him a tracking device.

                              FAUST
               Well, uh... good luck.  I hope you
               won't need me, but if you do, I'm
               here.

                              HUNTER
                    (grimly)
               Right.

     Hunter turns and climbs into the ventilator opening, which is just
     large enough to crawl through.

     INTERIOR - AIR SHAFT

     It is completely dark in the shaft.  Hunter reaches up and turns on his
     helmet light.  Then he switches on his radio.

                              HUNTER
               Hey, do you guys read me down there?

     INTERIOR - CLIMATE CONTROL ROOM

     Standard, Melkonis and Roby are spreading out the net.  We hear the hum
     of huge cooling plants, and their hair ruffles.  Large airshafts run
     off in different directions.

                              STANDARD
               Yeah, we're getting into position.

     INTERIOR - AIR SHAFT

                              HUNTER
               Okay, I'm starting now.

     He begins to crawl forward into the narrow metal tunnel.  He turns a
     corner.

     After a couple more tight turns, THE TRACKER SUDDENLY BEEPS.

     Hunter twitches.  He raises his flamethrower and FIRES A BLAST INTO THE
     DARKNESS.  It roars loudly in the confined tube, and the air instantly
     heats up.  Smoke drifts back into his face.  He begins to sweat.

     INTERIOR - CLIMATE CONTROL ROOM

     Roby points to a large rectangular opening in one wall.

                              ROBY
                    (pointing)
               There.  That's where it's got to come
               out.

     He throws a switch, and a large metal panel rises and seals off the
     opening.

                              ROBY (CONT'D)
               That's a flip-flop gate to channel
               the air, but we can use it to trap
               the thing.

                              STANDARD
               Right now let's keep it closed.

     Melkonis is setting up a little portable unit with a screen on it.  The
     screen shows a section of the ship's schematic.

                              MELKONIS
               I've got Hunter... and something else
               as well, in front of him.

                              STANDARD
               Are they close?

                              MELKONIS
               They're on the next level up.

                              STANDARD
               Let's get moving with this net.

     They lift the net up, holding it in front of the opening.

     INTERIOR - AIR SHAFT

     Hunter is still crawling on hands and knees.  Up ahead, he can see that
     the shaft takes an abrupt downward turn.

     He crawls toward the down angle, then fires another blast from his
     flamethrower.

     Then he starts crawling down, head first.

     When he is nearly upside-down, the shaft takes yet another turning
     which puts him into a nearly impossible position, almost immobilized.

     Then the tracker starts BEEPING LIKE CRAZY.

     Frantically, he fumbles the flamethrower around, but the space is
     narrow -- it is difficult maneuvering.  He hears a HISSING CRY up
     ahead, and claws scrambling on metal.

     Then he has the weapon into position, and sprays another lethal
     flaming burst toward the sound.

     INTERIOR - CLIMATE CONTROL ROOM

     Melkonis is staring at his screen.

                              MELKONIS
               They're getting pretty close now.

                              STANDARD
               All right, then -- when it gets to
               the other side of the door, you sing
               out, then drop the door.  Okay?

                              MELKONIS
               Okay.

                              STANDARD
                    (to Roby)
               And you and I will bag it, and then
               we'll take it to the ventral air
               lock, got it?

                              ROBY
                    (tensely)
               Uh-huh.

     INTERIOR - AIR SHAFT

     Hunter is huddled against a wall of the shaft, clutching the
     flamethrower.

                              HUNTER
                    (whispers)
               Hey, you guys.

     INTERIOR - CLIMATE CONTROL ROOM

                              STANDARD
                    (into communicator)
               Yes!

     INTERIOR - AIR SHAFT

                              HUNTER
                    (whispering)
               I don't think this shaft goes on too
               much farther... anyway it's getting
               pretty hot in here... 

     INTERIOR - CLIMATE CONTROL ROOM

                              STANDARD
                    (into communicator)
               Okay, our screens show you as being
               near to the opening.  We'll open it
               up, then we'll cue you and you can
               start blasting.  That'll drive it
               right out.  You don't have to go any
               farther.

     INTERIOR - AIR SHAFT

                              HUNTER
               Good.

     He readies the flamethrower.

     INTERIOR - CLIMATE CONTROL ROOM

                              STANDARD
               Okay, get ready.

     He and Roby heft their respective ends of the net, crouched to catch
     the small creature when it darts out.  Melkonis picks up his electric
     prod.

                              STANDARD (CONT'D)
               Open the vent, Sandy.

     Melkonis reaches over and throws the switch.  The metal gate drops
     down, opening up the shaft.

     A SIX-FOOT MONSTROSITY STANDS IN THE OPENING.  GHASTLY BEYOND
     IMAGINATION, SQUAMOUS, COVERED WITH TENTACLES, IT HOPS DOWN LIKE AN
     OVER-SIZED BIRD AND GRABS MELKONIS IN RAZOR-SHARP TENTACLES.

     Melkonis lets out a horrible shriek, and the thing grabs his head in
     one claw and TWISTS IT OFF LIKE A MAN PULLING THE HEAD OFF A CHICKEN,
     THEN THROWS IT TO THE FLOOR WITH AN AUDIBLE CLUNK.

     CLUTCHING MELKONIS' BODY TIGHTLY AGAINST ITSELF, IT TURNS AND BOUNDS
     DOWN THE HALL.  MELKONIS' HEADLESS BODY IS STILL KICKING AND STRUGGLING
     AS THE MONSTER LEAPS HEAD-FIRST INTO ANOTHER AIR SHAFT.

     Standard and Roby are left standing in shock.  After a moment, Hunter
     climbs out of the shaft.

                              HUNTER
               What happened?  Where is it?

     They break from their paralysis, and run toward the opening the
     creature just leaped into.  It is another shaft, going down into
     darkness.

                              STANDARD
                    (awed)
               How did it get so big?

                              ROBY
               By eating our food supplies.

                              HUNTER
               Where's Melkonis?

     INTERIOR - FOOD STORAGE ROOM

     Faust is still waiting.

                              FAUST
                    (into his communicator)
               Hey, are you guys still there?
               What's going on?

                              STANDARD
                    (over, filtered)
               Meet us on the bridge.  Be careful --
               it's huge now.

                              FAUST
               Right.

     Faust lets himself out of the food storage room and carefully locks
     the door behind him.

     INTERIOR - CORRIDORS

     Standard, Roby and Hunter are rapidly ascending toward the bridge.

                              HUNTER
               You mean his body was still kicking
               when it ran off with him?

                              ROBY
               It was horrible -- horrible.  Like a
               chicken.

     INTERIOR - BRIDGE

     Standard, Roby and Hunter enter and drop into chairs.  Faust follows
     shortly.  They all look blank, stunned.

                              FAUST
               What happened?  Where's Sandy?

                              ROBY
               Dead.

                              FAUST
               Dead!

                              ROBY
               It's monstrous -- it grew, like some
               horrible tapeworm.  We were
               completely unprepared.

                              FAUST
               It's still in the ship?

                              STANDARD
               We'd better seal off the lower
               maintenance level; at least trap it
               there.
                    (throws a switch;
                     circuitry lights up)

                              HUNTER
               At least it can't get up here now.

                              ROBY
               Two down, four to go.

                              STANDARD
                    (angrily)
               What's that supposed to mean?

                              ROBY
               Nothing.

                              HUNTER
               Listen, it sure didn't like this
               flamethrower.

                              STANDARD
               That's right -- we can't kill it on
               the ship, but we can at least keep
               it at bay -- and maybe drive it into
               the air lock.

                              HUNTER
               Thing is, I'm about out of fuel.

                              FAUST
               There's some more combustible fuel
               down in the storage lockers next to
               the lounge.
                    (rises)
               I'll go get it.

                              STANDARD
               No, I don't want us separated.

                              FAUST
               You just sealed it off; it can't get
               to that section.

                              ROBY
               Don't count on it.

                              HUNTER
               We sure need this flamethrower.

                              STANDARD
               All right... but do not go below
               decks.

                              FAUST
               Right.
                    (heads for the door)

                              STANDARD
               And be right back.

	Faust exits.

                              ROBY
               I think it's time we took a hard
               look at those heiroglyphs.

     Roby begins to punch buttons; the photographs of the heiroglyphics
     appear on some of the screens.

                              ROBY (CONT'D)
               Can you make out any pattern in all
               that?

                              STANDARD
                    (baffled)
               Well... yes... there's a pattern... but
               it's meaningless to me.

                              ROBY
               I know it looks like a senseless
               jumble, but if you look closely,
               there are recognizable forms.

                              HUNTER
               Recognizable!  In that?

                              ROBY
               In symbolic form... very stylized... 
               but if you stare at it, you can see
               some of the different creatures
               we've been dealing with.

                              HUNTER
               Well... I suppose that star-shaped
               thing could be the parasite that got
               on Broussard.  Is that what you mean?

                              ROBY
               And right next to it, that oval
               design with the markings -- it's a
               dead ringer for the spore casings.

                              STANDARD
               That next thing there -- six legs,
               tentacles -- that's the thing we saw
               in the food locker.

                              ROBY
               So the next step should be --

                              HUNTER
               -- The big one.  And there it is.

     Out of meaningless geometric symbols on a wall, it has become possible
     to recognize each stage in the alien's life cycle.

                              ROBY
               This is all the same creature.  We're
               seeing the different stages in its
               life-cycle.

                              STANDARD
               Then that tomb... must have been some
               kind of fertility temple... where
               they stored their eggs, and maybe
               held mating rituals... 

                              HUNTER
               ... And Broussard got caught in their
               reproductive cycle.

                              ROBY
               You will notice, though, that there
               are no more phases.  Only four forms
               are shown.  After that the pattern
               repeats.

                              STANDARD
               Which presumably means... 

                              ROBY
               ... More spores coming.

     INTERIOR - CORRIDOR OUTSIDE AIR LOCK

     Faust quickly turns a couple of corners and then comes to an abrupt
     halt when he notices that a DOOR LEADING TO THE LOWER DECKS HAS BEEN
     WRENCHED OFF ITS HINGES.

     He hesitates, uncertain what to do, then there is A SOUND FROM THE
     DIRECTION OF THE AIR LOCK... AND THE INNER LOCK DOOR IS OPEN.

     Faust hesitates and peers into the lock.

     INTERIOR - AIR LOCK

     The creature is squatting in the middle of the floor, gnawing on a
     bloody thigh bone.  It does not see Faust.

     INTERIOR - CORRIDOR OUTSIDE AIR LOCK

     Stealthfully, dropping back into the shadows, Faust presses the wall
     intercom and speaks into it.

                              FAUST
                    (whispering)
               It's in the lock -- blow the main
               lock.

     INTERIOR - BRIDGE

     Standard, Roby and Hunter are staring at the pictures.  The call from
     Faust catches Standard in mid-sentence.

                              STANDARD
                    (into intercom)
               What?

     INTERIOR - CORRIDOR OUTSIDE AIR LOCK

                              FAUST
                    (whispering)
               It's in the main air lock.  Blow the
               lock.

     INTERIOR - BRIDGE

     Standard hesitates, starts to frame a reply -- then changes his mind
     and runs to his console -- and THROWS THE SWITCH.

     INTERIOR - AIR LOCK

     With a mechanical whine, the inner door starts to close.  The creature
     hears it and INSTANTANEOUSLY LEAPS OUT OF THE LOCK.

     INTERIOR - CORRIDOR OUTSIDE AIR LOCK

     The creature comes flying out of the lock and DEALS FAUST A BACK-
     HANDED BLOW, KNOCKING HIM ACROSS THE THRESHOLD OF THE AIR LOCK DOOR.

     FAUST SCREAMS IN MORTAL AGONY AS THE INNER DOOR CLOSES ON HIS WAIST,
     crushing him to a thickness of about three inches.

     On the wall, a green light goes on:

                         "INNER DOOR CLOSED"

     INTERIOR - AIR LOCK

     Despite the fact that the inner door is still held open a few inches
     by Faust's squashed body, THE OUTER DOOR BEGINS TO SLIDE OPEN.
     IMMEDIATELY, THERE IS A TREMENDOUS SCREAM OF ESCAPING AIR.

     EXTERIOR - SHIP - OUTER SPACE

     In dead silence, a thick spurt of steam comes out of the open air lock
     door.  This is the ship's atmosphere freezing as it squirts out into
     the vacuum under pressure.

     INTERIOR - BRIDGE

     INSTANTLY, A TREMENDOUS WINDSTORM STARTS UP as the ship's air is
     sucked out toward the lock.

     A SIREN BEGINS TO SOUND, AND A RED LIGHT FLASHES:

                         "CRITICAL DEPRESSURIZATION"

     After a moment of panic and confusion, Roby bolts out of the control
     room.

     INTERIOR - CORRIDORS

     Loose papers and articles of furniture hurtle through the passageways,
     as Roby hurries toward the rock, partly running, partly sucked along
     by the air current.

     EXTERIOR - SHIP - OUTER SPACE

     A huge plume of steam grows from the side of the ship, with all kinds
     of tiny loose particles tumbling out in it.

     INTERIOR - CORRIDORS

     Whipped by the hurricane wind, Roby crashes to a momentary halt
     against a wall.  As he hesitates there, trying to regain his balance,
     HE SEES THE CREATURE SCURRYING AWAY DOWN ANOTHER CORRIDOR.

     Ignoring the monster, he pushes off from the wall and starts running
     again.

     INTERIOR - CORRIDOR OUTSIDE AIR LOCK

     Roby stops himself by grabbing the edge of a doorway at the end of the
     hall down from the airlock.  Here, the wind is really terrific -- his
     clothes flap on his body and all kinds of things fly by -- the sound
     is a DEAFENING WHISTLE.

     Instantly, Roby starts turning a large wheel, which begins to close a
     sliding hatch door, closing off the air lock corridor.  As the hatch
     closes, THE CURRENT DECREASES, THEN IS FINALLY CUT OFF AS HE SEALS IT.

     Done in, he collapses to the floor.

     Then he clutches his throat and begins to gasp for breath.  Because of
     the thinness of the air, THE SOUND LEVEL IN THE SHIP IS VERY ODD --
     THIN, DISTANT, ALMOST INAUDIBLE.  Roby is gasping loudly, but we can
     barely hear him; and his footsteps boom thinly like a man walking
     underwater.

     INTERIOR - CORRIDORS

     Clutching his throat, he comes across the others -- Standard and
     Hunter -- and they are all choking, clawing at their throats, gasping
     like fishes out of water.  They are sweating heavily and their noses
     bleed.

     They try to speak to each other, but the sound is so muffled we can
     only hear distant croaks.

     Standard mumbles something and stumbles down the hall.  The others
     follow him.

     INTERIOR - MAIN AIR TANK ROOM

     The door bursts open and Standard reels in, his footsteps pinging
     thinly on the metal flooring.  We see several rows of large oxygen
     tanks, all connected by hoses to a few petcocks.

     Standard staggers to these and starts twisting the handles, opening
     them.  THERE IS A PIERCING HISS OF ESCAPING AIR, AND THE SOUND LEVEL
     GRADUALLY RETURNS TO NORMAL as Standard and the others sink to the
     floor, gasping in the oxygen gratefully.

     Finally they have recovered enough to be able to sit up.

                              ROBY
               How much oxygen did we lose?

     Standard rises unsteadily and peers at the gauges.

                              STANDARD
               We've got six hours left.

                              HUNTER
                    (groans)
               Oh my God.

                              STANDARD
               Does anybody know what happened?

                              ROBY
               I saw it.  Faust got himself jammed
               in the air lock door.  His body held
               it open.

                              STANDARD
               Can we get to him?

                              ROBY
               No, I had to seal off a whole
               section.  We'd lose too much of our
               remaining air if we opened the
               connecting door.

     INTERIOR - AIR LOCK

     Faust's body, crushed in the inner door, floats weightlessly in the
     vacuum.  His nose and mouth are crusted with huge gobs of dried blood.

     INTERIOR - BRIDGE

     The three survivors -- Standard, Roby and Hunter -- slump into chairs.

     The cat emerges from a hiding place, yowling with fear.

                              ROBY
                    (picking up the cat)
               Poor kitty; puss puss puss.

                              STANDARD
               At least we're rid of the damn
               monster.  It must have been the first
               thing sucked out of the ship.

                              ROBY
               No such luck.  I saw it running down
               one of the corridors.

                              HUNTER
                    (groans)
               Oh no!  We can't fight this thing!
               There's only six hours of air left
               -- we're dead men!

                              STANDARD
               I don't buy that.  There's still time
               to destroy it and get ourselves in
               the freezers.

                              HUNTER
               How?

                              STANDARD
               It's time for drastic remedies.

                              ROBY
               It was time for that a couple days
               ago.

                              STANDARD
               That kind of remark is pointless.
               Now come on -- I want to hear every
               suggestion you can come up with, no
               matter how wild.

                              HUNTER
               We can't kill it on board.  It's huge
               now and must have tremendous amounts
               of that acid in its body.

                              ROBY
               I've got an idea, but you're not
               going to like it.

                              STANDARD
               Let's hear it.

                              ROBY
               Okay.  First we shut down all the
               cooling systems on the stardrive
               engines.

                              STANDARD
               That'll blow the ship up.

                              ROBY
               Right... but it'll take a few minutes
               for the engines to overheat and melt
               down the core.  In the meantime, we
               get in the lifeboat and leave the
               ship.

                              HUNTER
               Blow the ship up?

                              ROBY
               And the creature with it.  We can
               make it back to Irth in the
               lifeboat.

                              STANDARD
               But the lifeboat can't accelerate to
               light speed.

                              ROBY
               Doesn't matter -- we're already at
               light speed.  And when we get back to
               the Colonies, they'll pick us up in
               the network.

                              HUNTER
               What about all the minerals and
               elements in the cargo hold?  That's
               the only reason we came out here.
               We'd have to abandon them all.  We'd
               be broke.

                              ROBY
               Our lives are more important.
               Anyway, we can take a small amount
               of the most valuable stuff with us
               on the lifeboat.

                              STANDARD
               No, it won't work and I just
               realized why.  There's only one
               hypersleep freezer on the lifeboat.
               Only one of us could survive.

                              ROBY
               Yeah... I forgot.

                              STANDARD
               But the idea's good, if we could
               just turn it around somehow.

     They think.

                              STANDARD (CONT'D)
               If we could just get the creature
               into the lifeboat, we could launch
               it into space and blow it up.

                              HUNTER
               Good!  That's good!

                              STANDARD
               We can load the lifeboat up with
               explosives and trigger them
               remotely, once the lifeboat is in
               space.

                              ROBY
               I think it's going to be almost
               impossible to drive it up into the
               lifeboat.

                              HUNTER
               We can use the flamethrower.

                              ROBY
               It's not going to work.

                              STANDARD
               You can't say that; I think it's a
               good plan.

                              HUNTER
               The flamethrower needs more fuel.

                              STANDARD
               Right.  We've got a lot to
               accomplish.  Let's get moving.

     INTERIOR - MINING & CARGO BAY

     The three men come down steps into this rather dirty area of the ship.
     A lot of tools and large items of machinery are stored around.

     LONG RACKS OF SHELVES ARE STOCKED WITH METAL CONTAINERS OF VARIOUS
     SHAPES.  Each container is well packed and labelled.

                              HUNTER
               Which explosive should we use?

                              STANDARD
               I'd suggest the N-13 sticks.  They're
               portable, and they can be radio
               detonated.

     Hunter begins to unlock a locker and draw out long, red sticks like
     broomhandles, with tiny printing on them.

     Meanwhile, ROBY IS STARING AT THE ROWS OF METAL CANNISTERS.  He touches
     one of them.

                              ROBY
               You know, it's funny -- this stuff
               we went to so much trouble to dig up
               -- this treasure, the paydirt --
               it'll make it back to Irth just fine
               -- even if we're not with it.

                              STANDARD
               Here, carry these.

     Hunter takes an armload of the red broomsticks, and stumbles.

                              ROBY
                    (grabbing at him)
               Hey watch it!

                              STANDARD
                    (grinning)
               It's stable; it doesn't hurt to drop
               it.

     They begin to carry the explosives up the steps.

     INTERIOR - CORRIDOR

     The three men are carrying their equipment along the hallway, when
     Hunter's tracker suddenly BEEPS.

                              HUNTER
               Hold it!

     They all stop.  The tracker BEEPS AGAIN.  Hunter puts down his stuff and
     points the tracker around.

                              HUNTER (CONT'D)
                    (nodding up some steps)
               Up there.

     They all look at each other.  Standard puts down his bundle and picks
     up the flamethrower.

                              ROBY
               So what do we do?  Do we ignore it
               and finish loading the explosives
               into the boat -- or do we flush it
               out now?

                              STANDARD
               Now.  If we can get it into the boat,
               we won't have to blow it up -- we
               can just eject it into space.

     Standard hefts the flamethrower and starts up the steps.

     INTERIOR - DIM STAIRWELL

     Standard's face is tense as he advances up the circular steps.
     Suddenly, a METALLIC TAPPING SOUND is heard.  He freezes.

     Then he continues up.

     EXTERIOR - DORSAL OBSERVATION DOME - VIEW OF OUTER SPACE

     The view of interstellar space is spectacular.  As Standard comes up
     the steps, the METALLIC TAPPING is heard again.

     Standard looks around.  Then he sees it -- BROUSSARD'S CORPSE FLOATS
     OUTSIDE THE GLASS OF THE DOME.  It is tangled in some rigging, and the
     movement of the machinery causes the cadaver to tap on the glass
     periodically.

                              STANDARD
                    (shouts)
               You can come up!  It's safe!

     The others come up the steps.

                              ROBY
                    (spying the corpse)
               Oh -- Jesus --

     Broussard's corpse is blue and bloated where the wrappings have torn
     loose.  Bumping against the glass, he looks like he wants to come in.

                              STANDARD
               The ship's gravitational attraction
               must have drawn him back.

                              HUNTER
                    (horrified)
               Should we go outside and bring him
               in?

                              STANDARD
               No... the risk is too great.  Perhaps
               after we've destroyed the thing.

     Glancing back, the men retreat from the observation dome.  Broussard
     remains against the glass, peering in with dead eyes.

     INTERIOR - NOSE OF SHIP

     The floor slopes upward slightly here as the corridor funnels in and
     ends in the entrance to a narrow passageway or crawl-way.  This
     passageway connects the nose of the ship with the lifeboat.

     The three men come up to the entrance to the passageway, carrying the
     equipment.  They duck in and walk the short distance to the lifeboat.

     INTERIOR - LIFEBOAT

     The passageway connects into the rear of the lifeboat.  It is an
     extremely simple, stripped-down vehicle; even the metal struts and
     beams-are exposed.  A single hypersleep freezer takes up a fair amount
     of floor space.  It is an escape-craft, nothing more.

                              STANDARD
                    (pointing)
               Along the base of the walls there.

     They begin to stack the red broomsticks against the base of the walls
     on both sides of the lifeboat, and to wire them into position tightly.

                              HUNTER
               This should do it.

                              ROBY
               I should hope so!  And we'd better
               make sure it's pretty far from the
               ship when we blow it.

                              STANDARD
               It will be.

                              HUNTER
                    (surveys the craft uneasily)
               What we really need is some red meat
               in here for bait.

                              ROBY
               Well, if we had some, I'd eat it.
               I'm starting to get hungry.

     By this time, they are exiting.

     INTERIOR - NOSE OF SHIP

                              STANDARD
               Well... now we have to herd that
               thing up here.

                              HUNTER
                    (nervously)
               Whoever's doing the herding is gonna
               have their hands pretty full.  I
               think somebody should stay by the
               lifeboat to slam the door on the
               thing once it's inside, and to serve
               as... as... 
                    (searches for a word)

                              ROBY
               Isn't "bait" the word you used?

                              HUNTER
               Hey look, somebody has to have his
               hands free to lock the creature in
               the lifeboat!

                              STANDARD
               Yes, and maybe launch the boat and
               blow it too... if the others are
               injured.

                              ROBY
               Who gets the privilege?

     INSERT: THREE CRUMPLED PIECES OF PAPER.  Three hands pick them up.

     ANGLE ON ROBY.  He unfolds his paper, turns it so the others can see
     it.  It has a big X on it.

     ANOTHER ANGLE - SHORTLY LATER.  Hunter is showing Roby a small device
     like a transistor radio.

                              HUNTER
               Just keep your finger off the button
               till she's way away from the ship,
               that's all.

                              ROBY
               Is it armed?

                              HUNTER
               If you press the button right now,
               it will blow the whole nose of the
               ship off.

                              ROBY
               Thanks for the thought.
                    (puts detonator in his
                     breast pocket)

                              STANDARD
               All right, Martin, we'll be in touch
               with you on the communicator.

                              ROBY
               And you'll let me know when you've
               got it coming this way... 

                              STANDARD
               And you stand aside while we drive
               it in, then shut the hatch, launch
               the boat, and --

                              ROBY
               Kablooey.

     Hunter's face twitches nervously at this.

                              STANDARD
               Come on; we haven't much time, air
               is a factor.

     They leave the nose of the ship, Standard carrying the flamethrower,
     Hunter the tracker.

     Roby settles himself at the controls, runs through them briefly to
     familiarize himself.  Using a switch, he opens and closes the lifeboat
     door a couple of times.  It slams open and shut quite rapidly.

     He presses a few buttons and sets the launch button to "READY."

     Then STANDARD'S VOICE comes from the communicator:

                              STANDARD
                    (over, filtered)
               We've got something on the
               tracker... got to be it, it's
               too big for the cat.

     This is a VERY SPOOKY SCENE, ROBY ALONE BY THE LIFEBOAT, LISTENING TO
     THE VOICES ON THE COMMUNICATOR.

                              HUNTER
                    (over, filtered)
               It's coming from down there.

     Roby hears various tinny sound effects, rustlings, clunkings,
     breathing, etc.

     INTERIOR - CORRIDOR IN SHIP

     Standard has the flamethrower at the ready, and Hunter is staring at
     the tracker.

                              HUNTER
               It must have stopped moving.  I'm not
               getting anything.

                              STANDARD
               Let me go first; you stay behind me.

     Carefully, Standard advances down the corridor.  Then THE CREATURE POPS
     OUT OF HIDING BEHIND HUNTER, AND PICKS HIM UP.

     HUNTER SCREAMS.

     Standard whirls around, sees the thing clutching Hunter.  It holds him
     off to one side, as though to keep Standard from getting at him.

     Standard doesn't know what to do.

                              HUNTER
               The flamethrower!

                              STANDARD
               I can't, the acid will pour out!

     At that moment the creature TAKES A BITE OUT OF HUNTER, WHO SCREAMS IN
     MORTAL AGONY.

     Standard can take it no longer; he raises the flamethrower and fires
     -- BUT THE CREATURE SWINGS HUNTER AROUND AS A SHIELD AND HUNTER
     CATCHES THE FULL BLAST OF THE FLAME.

     Standard instantly stops firing, but now Hunter is a kicking ball of
     flame, held out at arm's length by the monster.

     INTERIOR - NOSE OF SHIP

     Roby is listening to all this on the communicator.  He can hear the
     shrieks and crashing noises.

     Then the communicator goes dead, and all he hears is a rush of static.

                              ROBY
               Hello?  Standard?  Hunter?

     He waits quite a while for a response, but we can see from his
     expression that he expects none.

     He drops his face into his hands.  When he lifts his head again, he has
     managed to summon a certain amount of resolve.

     INTERIOR - CORRIDORS IN SHIP

     Roby walks along watching the tracker, carrying a pistol in the other
     hand.  He comes across Standard's flamethrower, lying on the floor.  He
     picks it up, substituting it for the pistol.

     Then he continues to follow the tracker; it takes him down the steps
     into the maintenance level.

     INTERIOR - MAINTENANCE LEVEL

     Roby follows the device for a short distance until it indicates that
     the source of the signal is directly under his feet.  Looking down, he
     sees that he is standing on a square metal plate.

     Getting down on his hands and knees, he removes the heavy plate,
     revealing a black opening with a ladder going down.

     Substituting the tracker for a flashlight, but still carrying the
     flamethrower, Roby starts down the ladder.

     INTERIOR - DARK STORAGE ROOM

     Shining the light around into the darkness, Roby descends the metal
     ladder to the floor.

     THE PLACE IS A HORRIBLE LAIR, FULL OF BONES, HAIR, SHREDS OF FLESH,
     PIECES OF CLOTHING, AND SHOES.

     Something moves in the darkness -- Roby turns his light on it.

     HANGING FROM THE CEILING IS A HUGE COCOON.  It appears to be woven from
     some fine, white, silk-like material, and it is slowly undulating.

     Flamethrower ready, Roby approaches the cocoon.  As he gets close
     enough, he sees that the cocoon is semi-transparent and THE BODY OF
     STANDARD IS INSIDE IT.

     Unexpectedly, Standard's eyes open, and focus on Roby -- who jumps
     violently.

                              STANDARD
                    (a feeble whisper)
               Kill me... 

                              ROBY
                    (sickened)
               What did it do to you?

                              STANDARD
                    (moves his head slightly)
               Look... 

     Roby turns his light where Standard indicates.  Another cocoon dangles
     from the ceiling, but this one looks a little different.  It is smaller
     and darker, with a harder shell.  In fact, it looks almost EXACTLY LIKE
     THE SPORES IN THE TOMB.

                              STANDARD (CONT'D)
                    (whispering)
               That was Melkonis... it ate Hunter... 

                              ROBY
                    (looking around for a tool)
               I'll get you out of there.

                              STANDARD
               No... don't... 

                              ROBY
               But I can save you -- get you to the
               Autodoc!

                              STANDARD
               No good... it's eaten too much of
               me... 

                              ROBY
                    (in horror)
               What can I do?

                              STANDARD
               Kill me... 

     Roby stares at him in horror, then bends down and takes a closer look
     at him.  REACTING, he straightens back up, raises the flamethrower, and
     sprays a molten blast.  When the entire room is in flames, he turns and
     scrambles back up the ladder.

     INTERIOR - MAINTENANCE LEVEL

     Roby drops to his knees and gasps for breath, trying not to throw up.
     At length, he regains control of himself.

     EXTERIOR - OUTER SPACE - AT LIGHT SPEED

     The SNARK appears to hang motionless, with planets and star clusters
     rolling past in the infinite distance.

     INTERIOR - BRIDGE

     Roby is putting the cat into a metal, vacuum-sealed catbox, with a
     little oxygen tank on it.

                              ROBY
               Kitty go bye-bye.

     He seals the catbox, then turns on the oxygen.  There is a faint hiss
     of pressurized air.  Wild-eyed, the cat peers out of a little window in
     front.  It YOWLS.

     He picks up the pressurized catbox and leaves the bridge.

     INTERIOR - MINING & CARGO BAY

     Carrying the catbox and a shoulder bag (and of course the
     flamethrower), Roby goes quickly to the nearest rank of metal
     cannisters.

                              ROBY
                    (reading from labels)
               What'll it be, Kitty?  Here -- how
               about some Tacitum-35, ten kilos of
               it.  This'll buy us an island on some
               nice planet.

     Putting the invaluable cannister into the shoulder bag, he hurries
     back up the steps.

     INTERIOR - ENGINE ROOM

     Catbox in one hand, flamethrower in the other, Roby enters the engine
     room, containing the massive stardrive engines.

     He puts down his parcels and approaches the main control board for the
     engines.  Studying the instructions, he begins to close switches, one
     by one.

     A SIREN BEGINS TO HONK THROUGHOUT THE SHIP.

                              COMPUTER
               Attention!  The cooling units for the
               stardrive engines are not
               functioning!  Engines will overload
               in 4 minutes, 50 seconds!  Attention!

     Finally Roby closes the last switch.  Shaking with nervousness, he
     hurriedly picks up catbox, bag and flamethrower and hurries out of the
     engine room.

     INTERIOR - CORRIDORS IN SHIP

     Roby hurries on, listening to the siren.

                              COMPUTER
               Attention!  Engines will overheat and
               main core will melt in 4 minutes, 30
               seconds!

     INTERIOR - NOSE OF SHIP

     Roby comes hustling up to where the lifeboat is berthed.  Hands full,
     he starts to enter the connecting passageway.

     INTERIOR - CONNECTING PASSAGEWAY

     THE CREATURE IS WAITING AT THE OTHER END OF THE PASSAGEWAY, INSIDE THE
     LIFEBOAT.

     It HISSES and starts toward him.

     INTERIOR - NOSE OF SHIP

     Roby leaps out of the passageway, bounds to the controls, and throws
     the switch.  The hatch door SLAMS SHUT, locking the thing in the
     lifeboat.

                              COMPUTER
               Attention!  Engines will overload in
               4 minutes!

     Indecisive, Roby stares at the lifeboat "LAUNCH" button.  The thing can
     be heard fumbling around in the passageway.

     Finally, he turns and bolts back toward the engine room.

     INTERIOR - CORRIDORS IN SHIP

     Like a maniac, Roby runs through the ship, level after level, pounding
     down stairwells, his footsteps clanging metallically throughout the
     ship as he sprints for the engine room.

                              COMPUTER
               Attention!  Engines will overload in
               3 minutes, 30 seconds!

     INTERIOR - ENGINE ROOM

     The door crashes open and Roby comes running in.  The room is full of
     smoke and the engines are whining dangerously.  It is extremely hot in
     the room; Roby instantly breaks out in sweat.

     He runs to controls and begins throwing back on the cooling unit
     switches.

     Still THE SIREN CONTINUES.

                              COMPUTER
               Attention!  Engines will overload in
               3 minutes!

     Roby pushes a button and speaks into it.

                              ROBY
               Computer!  I've turned all the
               cooling units back on!  What's wrong?

                              COMPUTER
               The reaction has proceeded too far.
               The core has begun to melt.  Engines
               will overload in 2 minutes, 35
               seconds.

     A look of terror comes onto Roby's face.  He turns and runs from the
     engine room.

     INTERIOR - CORRIDORS IN SHIP

     Again, Roby must run through all the levels of the ship, this time
     up the stairs, exhausted, stumbling, while the computer counts down:

                              COMPUTER
               Attention!  Engines will overload in
               2 minutes!

     INTERIOR - NOSE OF SHIP

     Reeling, gasping for breath, Roby staggers into the vestibule where
     the lifeboat is berthed.  He grabs the flamethrower and turns it toward
     the passageway.

     It is then he realizes that THE LIFEBOAT DOOR IS OPEN AGAIN.

     Quickly, he glances around to see if the creature might be behind him.
     Then he advances on the passageway.

     INTERIOR - PASSAGEWAY

     Dripping with sweat, his face a mask of fear, Roby enters the
     passageway, flamethrower gripped tightly in his hands.  He is goaded on
     by the siren and the computer:

                              COMPUTER
               Attention!  Engines will explode in
               90 seconds!

     He makes it all the way to the end of the passageway, then sticks his
     head into the lifeboat.

     INTERIOR - LIFEBOAT

     HIS POINT-OF-VIEW as he quickly scans the lifeboat, reveals that it is
     EMPTY.

     INTERIOR - PASSAGEWAY

     Immediately, he turns and dashes back to the head of the passageway.
     There he grabs the catbox and bag, then runs back into the lifeboat.

                              COMPUTER
               Attention!  Engines will explode in
               60 seconds!

     INTERIOR - LIFEBOAT

     He comes in on the run, hurls the catbox and bag toward the front, and
     does a dive over the back of the control chair.  He is no sooner in the
     seat than he hits the "LAUNCH" button.

     EXTERIOR - NOSE OF SHIP - OUTER SPACE

     The retainer clips drop away, and with a blast of ramjets, THE
     LIFEBOAT IS LAUNCHED AWAY FROM THE "SNARK."

     INTERIOR - LIFEBOAT

     Roby is frantically strapping himself in, as the lifeboat accelerates
     away from the mother ship.

     EXTERIOR - SPACE

     The tiny pod of the lifeboat accelerates away from the larger bulk of
     the SNARK.  The scene is strangely serene for such deadly
     circumstances.

     INTERIOR - LIFEBOAT

     Roby finishes strapping himself in, then he reaches and grabs the
     catbox.  The cat is YOWLING.  Roby hugs the box to his chest and hunches
     his head down over it.

     EXTERIOR - SPACE

     The SNARK drifts ever farther away as the lifeboat leaves it behind,
     until it is barely a point of light.

     THEN IT BLOWS UP.

     AN EXPANDING ORANGE FIREBALL WITH PIECES OF METAL FLYING IN ALL
     DIRECTIONS.

     INTERIOR - LIFEBOAT

     The shockwave hits the escape craft, jolting it and rattling
     everything inside.  Then all is quiet.

     Roby unhooks himself from his straps, rises, and goes to the back of
     the lifeboat.  He stares out through the porthole.  His face is bathed
     in orange light.

     EXTERIOR - SPACE

     What he sees is the boiling fireball, now fading and fizzling away
     into nothingness, and a couple of pieces of debris floating past.

     INTERIOR - LIFEBOAT

     Roby's expression is mournful as he watches the final obliteration of
     his ship and friends.

     BEHIND HIM, THE CREATURE EMERGES FROM SOME HIDING PLACE -- IT HAS BEEN
     INSIDE THE LIFEBOAT ALL ALONG.

     The cat SCREECHES.

     Roby whirls, and finds himself facing the thing across the length of
     the boat.  It squats, then pulls out its trophy -- a man's arm.

     It begins to eat the arm, watching Roby.

     His first thought is for the flamethrower -- unfortunately, it lies on
     the floor right next to the monster.  Next he glances around for any
     place to hide.  His eye falls on a tiny locker containing a space suit,
     with the door standing open.

     He begins to edge toward the locker.  The creature rises.  He freezes.

     It throws down the arm.  With that, Roby dives for the open locker
     door, hurls himself inside, and slams the door shut.

     INTERIOR - SPACESUIT LOCKER

     There is a clear glass panel in the door, and the thing puts its face
     right up to the glass, peering in at Roby.  The locker is so small that
     Roby's face is only inches away from the creature's.  The sight is
     disgusting.  It turns its head, looking at him in curiosity.

     Then the MOANING OF THE CAT distracts it.

     INTERIOR - LIFEBOAT

     The creature waddles over to where the pressurized catbox sits.  It
     bends down and peers inside.  The CAT YOWLS LOUDER.

     It picks up the catbox in its tentacles.

     INTERIOR - SPACESUIT LOCKER

     Trying to distract the monster away from the cat, Roby TAPS ON THE
     GLASS.

     But the monster reacts so fast that its face is instantly back at the
     glass, startling the hell out of Roby.

     Getting no more interference from him, the thing returns to the
     catbox.

     Roby looks around.  He spies the spacesuit.  Quickly, he begins to pull
     it on.

     INTERIOR - LIFEBOAT

     The creature picks the catbox up in its tentacles and shakes it to see
     if there is anything inside.  The cat MOANS.

     INTERIOR - SPACESUIT LOCKER

     Roby is halfway into the pressure suit.

     INTERIOR - LIFEBOAT

     The creature throws the catbox down.  It clangs, and bounces.  The thing
     picks it up again and hammers it against the wall.  Then it jams it
     into a crevice in the wall.

     With one tentacle, it begins to pound the sealed catbox into the
     crevice.  The cat has gone beyond hysterics.

     INTERIOR - SPACESUIT LOCKER

     Roby pulls on the helmet, latches it into place, then turns on the
     oxygen.  With a hiss, the suit fills itself.

     In a rack on the wall is a long metal rod with a blunt rubber tip.
     Roby peels the rubber off, revealing a sharp steel point.

     Again he raps on the glass.

     INTERIOR - LIFEBOAT

     The creature turns.  It faces the locker, peers at him.

     INTERIOR - SPACESUIT LOCKER

                              ROBY
               Try a little of this, you fucking
               bastard.

     HE KICKS THE DOOR OPEN.

     INTERIOR - LIFEBOAT

     The creature rises, but just in time to catch THE STEEL SHAFT RIGHT
     THROUGH ITS MIDRIFF.

     IT MAKES A HORRIBLE NOISE AND CLUTCHES AT THE SPUR.  The yellow acid
     begins to flow from the wound.

     Before the acid can touch the floor, Roby reaches back and pulls a
     switch -- BLOWING THE REAR HATCH.

     In a poof, the tiny atmosphere in the lifeboat is sucked out into
     space -- and the bleeding creature along with it.  Roby grabs a steel
     strut to keep from being sucked out, but as the creature passes him IT
     WRAPS THE END OF A TENTACLE AROUND HIS ANKLE.

   
IMAGE -- finalbattle.jpg

     EXTERIOR - LIFEBOAT - OUTER SPACE

     Roby is now hanging halfway out of the lifeboat, with the thing
     clinging to his leg.  He kicks at it with his free foot, but it won't
     let go.

     INTERIOR - LIFEBOAT

     Looking for any salvation, Roby grabs the hatch control lever and
     yanks it.

     The hatch slams shut, closing Roby safely inside but TRAPPING THE END
     OF THE CREATURE'S TENTACLE IN THE DOORJAMB.

     It instantly releases Roby, who staggers back.

     EXTERIOR - LIFEBOAT - OUTER SPACE

     The creature is now outside the lifeboat, in the vacuum, squirming,
     the tip of its tentacle caught in the closed hatch.

     INTERIOR - LIFEBOAT

     Where the tentacle is caught in the hatch, it is wounded, and is
     starting to foam with acid, eating away at the metal.

     Roby stumbles forward to the controls and pushes a lever labeled:

                              "RAM JETS"

     EXTERIOR - LIFEBOAT - OUTER SPACE

     The jet exhausts are located at the rear of the craft, right where the
     creature is wriggling.  THE ENGINES BELCH FLAME FOR A FEW SECONDS, THEN
     SHUT OFF.

     INCINERATED, THE CREATURE TUMBLES SLOWLY AWAY INTO SPACE.

     INTERIOR - LIFEBOAT

     Roby hurries to the rear hatch and looks out after the thing.

     EXTERIOR - OUTER SPACE

     The burned mass of the monster drifts slowly away into space, a
     writhing, smoking, foaming mass.

     As it tumbles into the distance, pieces drop off it -- it bloats --
     then bursts, soggily, sending a spray of particles off in all
     directions.  The last we see of it is a few smouldering rags, dwindling
     into infinity.

                                                            DISSOLVE TO:

     INTERIOR - LIFEBOAT - LATER

     The boat is re-pressurized and Roby is seated in the control chair.  He
     seems calm and composed, almost cheerful.  The cat purrs in his lap.

                              ROBY
                    (dictating)
               ... So it looks like I'll make it
               back to the Colonies on schedule
               after all.  I should be to the
               frontier in another 250 years or so,
               and then with a little luck the
               network will pick me up.  I'm not as
               rich as I was a couple days ago --
               but I'm not exactly broke either.
               Incidentally, I did manage to
               salvage one souvenir out of this
               whole mess.

     He reaches down into the carrying bag he brought on board, and pulls
     out the ALIEN SKULL.

                              ROBY (CONT'D)
               Poor Yorick here should go at least
               partway toward proving I'm not a
               crank.  I wish it was him we'd met in
               the first place -- things might have
               turned out different.

     He puts the skull down on a shelf and locks a glass lid over it.

                              ROBY (CONT'D)
               This is Martin Roby, executive
               officer, last survivor of the
               commercial vessel SNARK, signing off.
               Come on, cat, let's go to sleep.

     Roby leans forward and switches off the recorder.  Then he rises and,
     carrying the cat, walks to the hypersleep freezer, which stands open.

     He climbs in and stretches out on his back, holding the cat against
     his chest.  With one hand, he presses a switch, and THE LID CLOSES OVER
     HIM.

     CLOSE-UP OF THE ALIEN SKULL, watching sentinel over the slumbering
     Roby like some dead, melancholy pixie.

     EXTERIOR - OUTER SPACE

     The lifeboat -- SNARK 2 -- sails away toward its rendezvous with Irth,
     250 years from now.

     As SNARK 2 drifts past camera, we suddenly see that A SPORE POD IS
     ADHERED TO THE UNDERBELLY OF THE CRAFT.

     ROLL END TITLES & MUSIC.

                              THE END



   


                                  THE ABYSS

                            AN ORIGINAL SCREENPLAY
                                      BY
                                JAMES CAMERON



                               August 2, 1988
                             Director's Revision


------------------------------------------------------------------------------


                                  THE ABYSS

OMITTED                                                                 1

OMITTED                                                                 2

TITLE: THE ABYSS -- ON BLACK, DISSOLVING TO COBALT BLUE

EXT. OCEAN/UNDERWATER -- DAY                                            3

Blue, deep and featureless, the twilight of five hundred feet down.
PROPELLER SOUND.  Materializing out of the blue limbo is the enormous but
sleek form of an Ohio-class SSBN ballistic missile submarine.

INT. U.S.S. MONTANA -- DAY                                              4

In the attack center, darkened to womb-red, the crew's faces shine with sweat
in the glow of their instruments.  The SKIPPER and his EXEC crowd around
BARNES, the sonarman.

                                CAPTAIN
                Sixty knots?  No way, Barnes... the reds don't
                have anything that fast.

                                BARNES
                Checked it twice, skipper.  It's a real unique
                signature.  No cavitation, no reactor noise...
                doesn't even sound like screws.

He puts the signal onto a speaker and everyone in the attack room listens to
the intruder's acoustic signature, a strange THRUMMING.  The captain studies
the electronic position board, a graphic representation of the contours of
the steep-walled canyon, a symbol for the Montana, and converging with it, an
amorphous trace, representing the bogey.

                                CAPTAIN
                What the hell is it?

                                EXEC
                I'll tell you what it's not, it's not one of
                ours.

                                BARNES
                Sir!  Contact changing heading to two-one-four,
                diving.  Speed eighty knots!  Eighty knots!

                                EXEC
                Eighty knots...

                                BARNES
                Still diving, depth nine hundred feet.  Port
                clearance to cliff wall, one hundred fifty feet.

                                FRANK
                           (simultaneously)
                Still diving, depth nine hundred feet.  Port
                clearance to cliff wall, one hundred fifty feet.

Tension builds in the attack room as the Montana surges to intercept the
intruder.  The exec tensely watches the vector-graphic readout for the side-
scan sonar array.  The sub is running uncomfortably close to the cliff walls.

                                EXEC
                          (low, to Captain)
                It's getting tight in here.

                                CAPTAIN
                We can still give him a haircut.  Helm, come
                right to oh six niner, down five degrees.

                                HELMSMAN
                Coming right to oh six niner, sir.  Down five
                degrees.

                                NAVIGATOR
                Port side clearance one hundred twenty feet
                narrowing to seventy-five.  Sir, we have a
                proximity warning light.

                                EXEC
                That's too damn close!  We've gotta back off.

                                BARNES
                Range to contact, two hundred.  Contact junked to
                bearing two six oh and accelerated to... one
                hundred thirty knots, sir!

                                EXEC
                         (really freaked now)
                Nothing goes one thirty!

Suddenly the control room lights dim almost to blackness.

EXT. U.S.S. MONTANA                                                     5

We see only the effect, not the source, as a large diffuse light passes
rapidly under the sub's hull.  Moments later a shockwave, like an underwater
sonic boom, impacts the sub, slamming it sideways.

INT. U.S.S. MONTANA                                                     6

The bride crew are knocked off their feet, as the ship is buffeted.

                                EXEC
                Turbulence!  We're in its wake!

SIRENS.  Everyone shouting at once.  The power flickers low.

                                CAPTAIN
                Helm, all stop!  Full right rudder!

                                HELMSMAN
                All stop.  Full right rudder.  Hydraulic failure.
                Planes are not responding, sir!

Power returns in time for the sonarman to get a glimpse at the side-scan
display... AS THE SHEER CLIFF WALL LOOM BEFORE THEM.

                                HELMSMAN
                Hydraulics restored, sir.

EXT. U.S.S. MONTANA                                                     7

The cliff wall materializes out of the blue limbo off the port bow with
nightmarish slow-motion.  The sub slams into it with horrific force, scraping
along and bouncing off.  One tail stabilizer is sheared off and the big screw
prangs the wall with an earsplitting K-K-KWANG!

INT. PORT TO TORPEDO ROOM                                               8

With the outer tube-doors torn off, seawater slams in, busting the inner
hatches.  Two-foot thick columns of water, like fire-hoses of the gods,
blast into the room.  Everything vanishes instantly in white spray.

INT. CONTROL RM/ATTACK CENTER                                           9

Everyone is hurled off his feet.  The planesman flights to recover control of
the yoke.

                                CAPTAIN
                Collision alarm!  Collision alarm!  Lighten
                her up, Charlie!

                                NAVIGATOR
                The torpedo room is flooded, sir!

                                CAPTAIN
                Blow all tanks!  Blow everything!

                                HELMSMAN
                Passing twelve hundred feet...

                                EXEC
                Blowing main tanks!

                                HELMSMAN
                Twelve hundred fifty feet...

EXT. MONTANA                                                            10

The great sub is being hauled down by the mass of its flooded bow section,
its flanks rushing past us like a freight train headed for Hell.

INT. MONTANA CONTROL ROOM                                               11

The command crew fights futility for control, everyone shouting and terrified.

                                EXEC
                Main forward tanks ruptured!

                                HELMSMAN
                Passing thirteen hundred feet...

                                EXEC
                Too deep to pump auxiliaries!

                                CAPTAIN
                All back full!  All back full!

                                HELMSMAN
                Answering all back full.  Passing thirteen hundred
                fifty feet... fourteen hundred... fourteen
                fifty...

The Captain locks eyes with the Exec amid the din...

                                CAPTAIN
                We're losing her.  Launch the buoy!

The Exec opens the door to a small box and punches a button.  A red light
comes on.  The Captains takes a deep breath.

EXT. MONTANA                                                            12

A tiny transmitter is ejected from the sub's hell and begins its long ascent
to the surface.  A second later the sub slams down like a piledriver onto a
ledge, tearing open its pressure hull.

INT. MONTANA                                                            13

VARIOUS QUICK CUTS, just flashes and impressions, as...
Seawater blasts down the corridors --
Explodes across the control room, hurling men like dolls --
Floods the cavernous missile bay in seconds --
Bursts through hatches into the reactor room --
Blasts men OUT OF FRAME in a micro-second.

EXT. OCEAN/UNDERWATER                                                   14

In the cobalt twilight we see the Montana slide down the sea cliff, its hull
SCREECHING like the death agonies of some marine dinosaur.  Descending in an
avalanche of silt, it finally disappears into the blackness below... a
blackness which continues almost straight down, 20,000 feet to the bottom of
the Cayman Trough.  The abyss.

EXT. OCEAN SURFACE -- DAY                                               15

Above, in the world, the Caribbean rolling gray under a stormy sky.  The
Montana's emergency buoy pops to the surface, transmitting.

                                                                CUT TO:

EXT. OCEAN/20 MILES AWAY -- DAY                                         16

LONG LENS SHOT: three massive Navy Sea King helicopters thundering straight
at us, FILLING FRAME.

REVERSE, as they barrel OVER CAMERA toward a lone civilian ship... an ugly
but very sophisticated deep-sea drilling support ship, the BENTHIC EXPLORER.
It is a twin-hulled monstrosity with a central opening in its deck, around
which crouch enormous cranes, winches and other arcane equipment.

The first Sea King settles onto the helipad, disgorging a contingent of Naval
officers, technicians, and a squad of armed seamen.  A pantomime in the
rotorwash, we see the Benthic Petroleum "company man" KIRKHILL greeting
COMMODORE DEMARCO, the on-scene commander.

INT. BENTHIC EXPLORER/BRIDGE -- DAY                                     17

The bridge is state-of-the-art, with computers and sophisticated navigation
and communications gear, looking like mission control with its bank of video
monitors.  The Drilling Operations Supervisor, LELAND MCBRIDE, and BENDIX,
the crew chief, watch the invaders swarming the deck below.

                                MCBRIDE
                Does not look good at all.

TIGHT ON VIDEO SCREEN (MINUTES LATER) showing divers working in total
blackness around some sort of installation on the bottom of the ocean.  They
move through the harsh floodlights in dreamlike slow motion, looking like
space-suited figures with their helmets and umbilical hoses.

                                DEMARCO (V.O.)
                No light from the surface.  How deep are they?

                                MCBRIDE (V.O.)
                Seventeen hundred feet.

WIDER, showing the Navy contingent crowding the control room.  DeMarco is
hardcore military, brusque and efficient.  Kirkhill is a small man with
pinched features, wearing a shirt and tie, which on a drill ship means
company man and/or dickhead.

                                DEMARCO
                I need them to go to over two thousand.

                                KIRKHILL
                They can do it.
                              (to McBride)
                Get Brigman on the line.

                                                                CUT TO:

EXT. UNDERWATER -- DAY (TOTAL DARKNESS)                                 18

1700 FEET BELOW.  A submersible oil-drilling platform, DEEPCORE II, an island
of light in the vast blackness.  Its main framework connects two "tri-
modules" consisting of three cylinders each.  These contain living and work
areas in a pressurized environment.  An umbilical cable, thick as a man's
thigh, runs up from the oil rig into the darkness, to the Benthic Explorer
at the surface.  In a bubble-like dome port window we see the rig foreman, or
"toolpusher," BUD BRIGMAN.  He's talking (via headset) with two divers
working outside... 'CATFISH' DE VRIES, AND LEW 'BIRD-DOG' FINLER.

                                BUD
                Hey, you guys are milking that job.

                                CATFISH
                           (Kentucky drawl)
                That's cause we love freezin' our butts off out
                here sooo much, boss.

OMITTED                                                                 19

INT. DRILL ROOM                                                         20

Bud turns from the window and crosses the drill floor.  The working heart of
the rig.  THUNDEROUS MECHANICAL ROAR.  The drill crew, in hardhats and mud-
plastered overalls, tend the massive spinning turn-table in the center of the
chamber.  The semi-automated system requires only five men to operate.  The
others are LUPTON MCWHIRTER, DWIGHT PERRY, JAMMER WILLIS, and TOMMY RAY
DIETZ.  Bud hears his names called above the din by Jammer, a massive
roughneck/diver who stands a good head taller than the rest.

                                JAMMER
                               (yelling)
                Bud!  Hippy's on the bitch-box.  It's a call
                from topside.  That new company man.

                                BUD
                Kirkhill?  That guy doesn't know his butt from
                a rathole.  Hey, Perry!

One of the roustabouts, a wiry Texan, turns to him.

                                BUD
                Do me a favor and square away the mud hose and
                those cable slings.  This place is starting to
                look like my apartment.

Perry chuckles and sets to the task cheerfully.  Bud EXITS, ducking his head
through a low watertight hatch.

INT. CORRIDOR/TOOLPUSHER'S OFFICE                                       21

Bud tromps down the narrow corridor, his work boots gonging on steel.

                                P.A. (HIPPY'S VOICE)
                BUD, PICK UP THE TOPSIDE LINE URGENT.

                                BUD
                I'm coming.  Keep your pantyhose on.

He enters his office, a tiny cubicle with stacks of paperwork, dust-
gathering tech manuals and waterstained Penthouse fold-outs.  He picks up the
phone... punches down a line.

                                BUD
                Brigman here.  Kirkhill?  What's going on?
                              (pause)
                I am calm.  I'm a calm person.  Is there some
                reason why I shouldn't be calm?

HOLD ON Bud's expression, darkening, as he listens.

INT. CORRIDOR/CONTROL MODULE                                            22

The control module is a long narrow cabin like the inside of a Winnebago,
packed with instrumentation.  At the end is a small bay with multiple
viewports.  Outside, at a 'Christmas tree' pipe installation, a lone diver
can be seen welding.  He is accompanied by a large submersible, FLATBED, and
by a Remotely Operated Vehicle, or ROV, call LITTLE GEEK.  Little Geek is an
underwater robot which operated on the end of a cable-like control TETHER.
It has a single video 'eye' in front, by which the operator pilots the little
machine.  The rig's ROV pilots is ALLEN 'HIPPY' CARNES, who stands by the
window twiddling his joysticks and drinking coffee.  His pet white rat,
BEANY, crawls contentedly around his shoulders.  The door BANGS OPEN.

Hippy jumps, slops his coffee.  Bud strides in.  Not calm.

                                BUD
                Son of a bitch.

He kicks a chair out of the way and slams his palm down on a switch marked
DIVER RECALL.  A SIREN, blasting through the water from a big hydrophone
loudspeaker.

                                BUD
                All divers.  Drop what you're doing.  Everybody
                out of the pool.

EXT. DEEPCORE/CHRISTMAS TREE                                            A22

Flatbed's pilot, LISA 'ONE NIGHT' STANDING, can be clearly seen behind a
bubble canopy.  She is a no-nonsense lady who holds her own in the mostly
male environment by being one of the best submersible drivers in the
business.  She controls a hydraulic manipulator arm, assisting the diver,
ARLISS 'SONNY' DAWSON, in his work.  Little Geek hovers around them like a
tiny helicopter.  One Night moves the Flatbed arm to Sonny and hands him the
pipe.

                                ONE NIGHT
                Here you go, hon'.

                                SONNY
                Just in time, sugar.

They react to Bud's recall, looking toward him up in the control module.

                                ONE NIGHT
                Dammit, we just got out here.

                                SONNY
                There was a time when I would have asked why.

One Night makes a grab for his butt with the manipulator claw, which he
narrowly avoids.

                                                                CUT TO:

EXT. DEEPCORE/UNDER SUB-BAY                                             23

Flatbed moves underneath the rig, a few feet above the seafloor, with Sonny
riding on its top deck.  It passes under a lit opening and rises toward the
surface of the water in the chamber above.  Little Geek follows like an
obedient dog.

INT. SUB-BAY/MOONPOOL                                                   24

The opening is called the moonpool, and Deepcore's submersibles are launched
through it.  From inside the sub-bay it looks just like a swimming pool.
Flatbed surfaces, nearly filling it.  The chamber also contains CAB ONE, a
similar submersible.  Jammer, Perry, and some of the other drill-room boys
are helping the divers out of the water.  The water at this depth is only
about six degrees above freezing, and these folks are cold and prune-
fingered.  Finler pulls off his demand-helmet, revealing a round, boyish
face.

                                FINLER
                What's goin' on?  How come we got recalled?

                                SONNY
                Hell is I know.

One Night jumps 'ashore' from Flatbed's broad deck and joins them.  Catfish
is unzipping his bulky dry-suit.

                                CATFISH
                Just follow standard procedure, will ya...
                flog the dog till somebody tells us what's
                happening.

                                JAMMER
                Hey, Catfish, I'll sell you my October Penthouse
                for twenty bucks.

                                ONE NIGHT
                Save you money, darlin'... the pages are all
                stuck together by now.

Bud enters, approaching the group.

                                JAMMER
                What's goin' on, Boss?

                                BUD
                Folks, I've just been told to shut down the hole
                and prepare to move the rig.

                                SONNY
                She-hit.

                                BUD
                We're being asked to cooperate in a matter of
                national security.  Now you know exactly as much
                as I do.  So just get your gear off and get up to
                control.  There's some kind of briefing in ten
                minutes.

                                                                CUT TO:

INT. DEEPCORE/COMMAND MODULE                                            25

The whole rig crew is somehow jammed into the room for the video briefing.
DeMarco is on the main monitor, with his aides and Kirkhill visible b.g.

                                DEMARCO
                At 09:22 local time this morning, an American
                nuclear submarine, the USS Montana, with 156 men
                aboard, went down 22 miles from here.  There has
                been no contact with the sub since then.  The
                cause of the incident is not known.

PAN AROUND the reactions of the various drill crew members... shocked,
hushed, curious.

                                DEMARCO
                Your company has authorized the Navy's use of
                this facility for a rescue operation.  The code
                name is Operation Salvor.

                                ONE NIGHT
                You want us to search for the sub?

                                DEMARCO
                No.  We know where it is.  But she's in 2000 feet
                of water and we can't reach her.  We need divers
                to enter the sub and search for survivors, if
                any.

Bud's scowl has been deepening since DeMarco started to talk.

                                BUD
                Don't you guys have your own stuff for this type
                of thing?

                                DEMARCO
                By the time we get our rescue submersible here
                the storm front will be right on us.  But you
                can get your rig in under the storm and be on-
                site in fifteen hours.  That makes you our best
                option right now.

Hippy, born suspicious and recently graduated to paranoid, leans forward...

                                HIPPY
                Why should we risk our butts on a job like this?

                                KIRKHILL
                I have been authorized to offer you all special-
                duty bonuses equivalent to three times normal
                dive pay.

                                CATFISH
                Hell, for triple time I'd crawl through razor
                blades and shower off with lime juice.

                                FINLER
                I'm here to tell ya', you could set me on fire
                and call me names.

                                BUD
                Look, I don't know what kind of a deal you guys
                worked out with the company, but my people are
                not qualified for this... they're oil workers.

                                DEMARCO
                A four-man SEAL team will transfer down to you
                to supervise the operation.

                                BUD
                You can send down whoever you like, but I'm the
                toolpusher on this rig, and when it comes to the
                safety of these people, there's me... then
                there's God.  Understand?  If things get dicey,
                I'm pulling the plug.

                                KIRKHILL
                I think we're all on the same wavelength,
                Brigman.  Now let's get the wellhead uncoupled,
                shall we?

                                                                CUT TO:

INT. DEEPCORE/COMMAND MODULE AND CORRIDOR                               26

Bud stands beside the hatchway as the others file out toward their tasks.
They comment gravely as they pass...

                                JAMMER
                When Lindsey finds out about this, it's not
                gonna be a pretty sight.

                                ONE NIGHT
                They're going to have to shoot her with a
                tranquilizer gun.

                                                                CUT TO:

EXT. OCEAN -- DAY                                                       27

A single Navy Sea King churns through the rain under massive thunderheads.
The sea below is whipped by the storm.

INT./EXT. SEA KING                                                      28

PANNING ALONG BOOTED FEET, four pairs of black military size twelves line
up, onto... a pair of Charles Jourdans fives under shapely ankles.

WIDER, revealing the four-man team of Navy SEALs.  And a slender woman in
her early thirties.  She's attractive, if a bit hardened, dressed
conservatively in a skirt and jacket.  Meet LINDSEY.  Project Engineer for
Deepcore.  She's a pain in the ass, but you'll like her.  Eventually.
She's holding on grimly, sitting crammed in with the SEALs and a bunch of
gear, getting tossed around by the storm.  The SEALs are dressed alike in
black fatigues.  They are muscular, finely-tuned and extremely dangerous
special-forces types.  The leader of the SEAL team, LIEUTENANT COFFEY, makes
his way forward to the cockpit.

The pilot is white-knuckling his stick, trying to hold the great beast of a
helicopter in position.  Through the windshield, the deck of the Benthic
Explorer can be seen below, pitching in a violent sea.

                                PILOT
                No way I'm putting her down.  I shouldn't even
                be flying in this shit.

                                COFFEY
                                (cool)
                Just hold it over the deck.

Coffey goes back to the crew deck, moving easily in the bucking craft.  He
nods to the others SEALs, MONK, WILHITE, and SCHOENICK.  In the open side
door, Wilhite clips a 100 foot nylon rope to the airframe and throws out the
coil.  One by one the shoulder the gear-bags, grab the rope, and step out.
Lindsey stands swaying in the chopper door, watching the SEALs fast-roping
to the deck.  One, two, three.  Coffey looks at her.

                                COFFEY
                You want to be on that ship, there's only one
                way it's going to happen.

He's sure she won't go for it.  It's his certainty that gets her.  She sets
her jaw.  Opening her purse she takes out a small plastic bag, puts her
shoes and purse in the bag, and grips the bag in her teeth.  Then grabs
the rope and slides down.

EXT. BENTHIC EXPLORER/HELIPAD                                           29

Swinging wildly in the wind like a human pendulum, Lindsey fast-ropes forty
feet to the deck.  She steps away an instant before Coffey hits behind her.
Lindsey crosses the rainswept deck with athletic strides.  Her nylons are
ruined.  An air-crewman in the chopper lowers two additional equipment cases
using the rescue sling.  The SEALs catch them as they swing radically across
the deck.  They Navy chopper banks and seems to scurry away before the
mounting storm.

                                                                CUT TO:

EXT. OCEAN BOTTOM                                                       30

BLACKNESS.  Then shafts of light become visible, above a ridge of rock.
Flatbed appears, trailing two heavy two cables.  Behind it, the mass of
Deepcore emerges from the darkness, its forward lighting array blazing.
Flatbed is towing it like a tug, aided by Deepcore's own mighty stern
thrusters.

INT. DEEPCORE/CONTROL MODULE                                            31

Bud, his feet propped up, uses joystick controls to 'fly' Deepcore,
maneuvering against currents and around seafloor obstacles.  He is guided
by the side-scan sonar display, with Hippy assisting in the sonar shack.
Through the front viewport, Flatbed can be seen out ahead.

McBride appears on the bridge monitor, holding a sheet of weather-fax.

                                MCBRIDE (on screen)
                Well, it's official, sportsfans.  They're calling
                it Hurricane Frederick, and it's going to be
                making our lives real interesting in a few hours.

INT. EXPLORER BRIDGE -- DAY                                             32

Bud responds via video.

                                BUD
                Fred, huh?  I don't know.  Hurricanes should be
                named after women.

McBride looks up as the bridge door opens.  Lindsey enters in a blast of wind,
wet as a wharf rat and twice as pissed off.  Maybe Bud is right.

                                                                CUT TO:

INT. DEEPCORE/CONTROL MODULE                                            33

Bud is surprised to see Lindsey's face appear on the monitor screen.

                                LINDSEY
                I can't believe you let them do this!

                                BUD
                     (unpreturbed, almost cheerful)
                Hi, Lins.  I thought you were in Houston.

                                LINDSEY
                I was, but I managed to bum a ride on the last
                flight out here.  Only here isn't where I left
                it, is it, Bud?

                                BUD
                Wasn't up to me.

                                LINDSEY
                We were that close to proving a submersible
                drilling platform could work.  We had over seven
                thousand feet of hole down for Chrissake.  I
                can't believe you let them grab my rig!

                                BUD
                Your rig?

                                LINDSEY
                My rig.  I designed the damn thing.

                                BUD
                Yup, a Benthic Petroleum paid for it.  So as long
                as they're hold the pink slip, I go where they
                tell me.

                                LINDSEY
                You wimp.  I had a lot riding on this.  They
                bought you... more like least rented you cheap--

                                BUD
                I'm switching off now.

                                LINDSEY
                Virgil, you wiener!  You never could stand up
                to fight.  You--

Bud hits the switch and the screen goes dead.

                                BUD
                Bye.

Hippy looks over him, trying very hard not to crack up.

                                HIPPY
                Virgil?

                                BUD
                God, I hate that bitch.

                                HIPPY
                Yeah, well you never should have married her then.

Bud nods fatalistically.

                                                                CUT TO:

EXT. EXPLORER DECK/LAUNCH WELL                                          34

Ten foot waves crash through the launch-well, sending up geysers of spray.
Next to the launch-well, crewman have attached a lifting cable to CAB THREE,
eighteen feet of ugly yellow submersible.  It slams violently in its steel
cradle as the drill-ship rolls.  Coffey and Schoenick hand the gear bags in
to Wilhite and Monk though the hatch under the rear of the submersible.

Lindsey approaches, wearing a borrowed roustabout's coverall.

She looks down at the larger of the two equipment cases brought by the SEALs,
lying on the deck.  Stenciled on it are the words: F.B.S./DEEP SUIT/MARK IV.
Coffey and Schoenick push past her to pick it up.

                                LINDSEY
                Let's go, gentlemen!  We either launch now or
                we don't launch.

Coffey looks up in surprise as she nimbly climbs the side of Cab Three and
grabs the lifting shackle, circling her raised hand to signal the crane man.

                                LINDSEY
                Take her up, Byron!

Cab Three, with Lindsey riding its back, is pulled up out its cradle and
starts to swing violently as Explorer pitches.  The submersible is then
swung out to the center of the launch well.  It sways and gyrates above the
furious water below.  Lindsey drops into the upper hatch.

INT. EXPLORER BRIDGE/D.O.C.                                             35

Kirkhill leans suddenly over the console to look out the window.

                                KIRKHILL
                What the hell is she doing out there?  Son of a
                bitch...
                           (into microphone)
                Lindsey... get out of Cab Three.  Bates is taking
                her down.

INT. CAB THREE                                                          36

Lindsey pulls her headset as she dogs down the inside locking levers of the
hatch.

                                LINDSEY
                Bates is sick.  Besides I've got more hours in
                this thing than he does.
                              (to Coffey)
                A little change of plan.

The little sub is swinging like a pendulum on the cable, and the SEALs,
jammed in with their equipment in the tiny space, are getting slammed into
the walls.  Lindsey is calmly flipping switches as she talks.

                                COFFEY
                Lady, we better fish or cut bait.

                                LINDSEY
                Just hold your water, okay?
                             (to Kirkhill)
                So Kirkhill, we gonna do this or we gonna talk
                about it?

INT. EXPLORER BRIDGE/D.O.C.                                             37

The plug is pulled on DeMarco's patience.

                                DEMARCO
                I don't care who drives the damn thing.  Just get
                my team in the water.

                                KIRKHILL
                Alright, alright.  Christ Almighty!

He gestured dismissively to McBride.

                                MCBRIDE
                Cab Three, you are clear to launch.

INT./EXT. CAB THREE                                                     38

Lindsey reaches up a grabs a red lever.

                                LINDSEY
                Roger.
                              (to Coffey)
                There's only one way it's going to happen...

She pulls the lever hard.  CLUNK-CLANG!  The shackle-release drops the sub.
It freefalls ten feet to the water with an enormous splash and keeps right
on going after Lindsey floods the trim tanks.  Coffey et al have been slammed
hard.

                                LINDSEY
                Touchdown.  The crowd goes wild.  Explorer...
                Cab Three.  We are styling.

                                MCBRIDE (filtered)
                Roger, Cab Three.

Lindsey cuts on the floodlights and maneuvers the descending submersible so
that the umbilical cable is a few feet ahead on her front port.  Moving up
through her lights, it will guide her down to the rig.  Cab Three free-falls
into increasing darkness.  Soon it is a candle below us in the indigo.

EXT./INT. FLATBED                                                       39

One Night is driving the tug one-handed, pouring coffee from a thermos and
rocking out to the great truck-driving song "Willing" on the beat-box she's
got propped up on the sonar rig.  Fighting white-line fever in the best
tradition.

INT. CONTROL MODULE                                                     40

Bud and Hippy come in for a rousing chorus.

                                BUD/HIPPY
              ... I've been driving every kinda rig that's
                ever been maaaaade...

EXT. DEEPCORE                                                           41

Lit up like a proud Peterbilt, the rig crossed the trackless wastes.  We
hear them singing, carried OVER.

EXT. OCEAN DEPTHS/CAB THREE                                             42

In total blackness, the submersible descends along the rigorous line of the
umbilical cable.  Two hundred feet below it, the lights of Deepcore resolve
out of the darkness.  Now we can see the rig crawling over the ocean bottom
like some monster lawnmower.

                                LINDSEY (V.O.)
                Deepcore, Deepcore... this is Cab Three on
                final approach.

                                HIPPY (V.O.)
                Gotcha, Cab Three.  Who is that?  That You,
                Lindsey?

INT. DEEPCORE/CONTROL MODULE                                            43

Bud stop singing and snaps around at the mention of her name.

                                LINDSEY (V.O.)
                None other.

Bud's expression is nothing less than stricken.

                                BUD
                Oh no... you gotta be kidding me.

EXT./CAB THREE/DEEP CORE                                                44

Lindsey executes a 180 degree turn and cruises over the control module, back
through the A-frame toward the docking hatch.  The flange of Cab Three's
lockout hatch settles over the pressure collar on the rig's back.  There is
a CLUNK as it mates up.

INT. DEEPCORE/COMPRESSION CHAMBER/GAS CONTROL STATION                   45

Lindsey drops down from the hatch into the small cylindrical pressure chamber.
The SEALs drop down behind her, passing their gear through hand-over-hand.
The chamber is spartan, with steel benches, a folding card table, breathing
masks, and medical supplies.  Catfish greets them through the tiny porthole
at one end.

                                CATFISH
                Howdy, y'all.  Hey, Lindsey!  I'll be damned!
                You shouldn't be down here sweet thing, ya'll
                might run ya stockings.

                                LINDSEY
                Couldn't stay away.  You running mixture for us?
                Good.  Couldn't ask for better.

                                CATFISH
                Okay, here we go.  Start equalizing, y'all.

HISSSS of inrushing compressed gas.  The pressure in the chamber rises.  The
breathing mixture is composed of helium, oxygen and nitrogen.  Catfish
monitors it carefully from a station outside the chamber, watching the
gauges with a practiced eye.  Lindsey and the SEALs all grab their noses
and start making funny faces... popping their ears with the familiar diver's
'equalization' technique.  They continue as:

                                LINDSEY
                Get comfortable.  The bad news is we got six
                hours in this can, blowing down.  The worse news
                is it's gonna take us three weeks to decompress
                back to the surface later.

                                COFFEY
                We've been fully briefed, Mrs. Brigman.

                                LINDSEY
                Don't call me that, okay... I hate that.  Alright,
                from now on we watch each other closely for
                signs of HPNS...

                                MONK
                           (as if by rote)
                High-Pressure Nervous Syndrome.  Muscle tremors,
                usually in the hands first.  Nausea, increased
                excitability, disorientation.

                                LINDSEY
                Very good.  About one person in twenty just can't
                handle it.  They go buggo.  They're no way to
                predict who's susceptible, so stay alert.

                                COFFEY
                Look, we've all made chamber runs to this depth.
                We're checked out.

                                LINDSEY
                Oh... chamber runs.  Uh huh, that's good.
                          (Coffey turn away)
                Well, hey... you guys know any songs?

They ignore her.  Start going over some diagrams of the Montana's interior.
It's going to be a long six hours.

INT. GAS CONTROL STATION -- HOURS LATER                                 46

Catfish checks his watch, then reaches over and adjusts a value on the tri-
mix manifold, watching the gauges.  Satisfied, he leans over to the pressure
window in the door, checking out the SEALs.  Hippy has come down from the
control deck for an advanced look are the interlopers.  Jammer is in a chair,
reading a Louis L'Amour paperback.

                                CATFISH
                Those guys ain't so tough.  I fought plenty of
                guys tougher'n them.

                                HIPPY
                Now we get to hear about how he used to be a
                contender.

Catfish hold up one calloused fist up in front of Hippy's face.

                                CATFISH
                You see this?  They used to call this the Hammer.

                                JAMMER
                Hippy wasn't born then.

INT. PRESSURE CHAMBER                                                   47

It looks like the end of a long bus trip.  Everyone silent... leafing
through beat-to-hell magazines or just staring.  Lindsey has her feet propped
up on the smaller of the SEALs' two equipment cases.  She casually toes open
one of the latches, then the other.  Glances at Coffey.  He's reading.  She
begins to lift the lid with her toe.  Gets a GLIMPSE INSIDE, of packing foam,
and what looks like a SMALL BLACK METAL BOX.  Then... WHAM!  Coffey's foot
comes down on the lid, slamming it shut.  Startled, she looks up into his
cool gaze.

                                COFFEY
                Curiosity killed the cat.

                                                                CUT TO:

INT. GAS CONTROL STATION/CHAMBER DOOR -- LATER                          48

TIGHT ON CATFISH'S hands... closing values... spinning the wheel on the
chamber hatch.  CUT WIDER as it cracks open with a virgin's sigh and swings
aside.

                                CATFISH
                Y'all'er done to a turn and ready to serve.
                Everybody okay?

The SEALs nod peremptorily and shoulder their gear.  Lindsey exists first,
followed by Monk, Wilhite, and Schoenick.  Coffey bends to relatch the small
equipment case.  He is alone for one moment in the chamber.  He raises his
hand and stares at it.  The fingertips are trembling the slightest bit.  He
clenches them into a fist and walks out.

INT. CORRIDOR                                                           49

As Lindsey emerges into the main corridor of the rig, she bumps into a large,
dark mass.

                                LINDSEY
                Hey, was there a wall here before?  I don't
                remember a wall here.  Oh, Jammer!  Hi.

The 'wall' grins down to her.

                                JAMMER
                Howdy, there, little lady.

Coffey emerges behind them and, ignoring Lindsey, faces Jammer.

                                COFFEY
                              (to Jammer)
                Show us the dive prep area.  We need to check
                out your gear.

Jammer scowls, turns and leads the SEALs in the sub-bay.  Catfish and Lindsey
exchange a look.

                                LINDSEY
                Those guys are about a much fun as a tax audit.

                                                                CUT TO:

INT. COMMAND MODULE                                                     50

TIGHT ON HIPPY, bathed in the light of the sonar display.  He is making
kissing sounds at Beany, who has his inquisitive nose right up to Hippy's
lips.

                                LINDSEY
                Hippy, you're going to give that rat a disease.

WIDER, as Hippy and Bud to see Lindsey leaning in the doorway.  She and Bud
size each other up.  He opts for a jovial approach, his eyes wary.

                                BUD
                Well, well.  Mrs. Brigman.

                                LINDSEY
                Not for long.

Lindsey crossed past him, her eyes scanning the banks of equipment, almost
unconsciously checking, checking... getting the pulse of her big iron baby.

                                BUD
                You never did like being called that, did you?

                                LINDSEY
                Not even when it meant something.
                     (looking through the front port)
                Is that One Night up in Flatbed?

                                BUD
                Who else?

Lindsey leans past Bud to the gooseneck mike on the console.

                                LINSEY
                Hi, One Night, it's Lindsey.

INT. FLATBED                                                            51

One Night mimes a puking motion, finger down her throat.  Then she replies
with sickening sweetness...

                                ONE NIGHT
                Oh, hi, Lindsey.

INT. COMMAND MODULE                                                     52

Lindsey fives the sonar shack the once-over.  She tweaks some knobs.

                                BUD
                I can't believe you were dumb enough to come
                down.  Now you're stuck here for the storm...
                dumb, hot-rod... dumb.

                                LINDSEY
                Look, I didn't come down here to fight.

She crosses past Bud and exits into the corridor.  Bud bolts out of the chair
to follow her and Hippy scrambles in to take over.

INT. CORRIDOR/LADDER-WELL/LEVEL ONE LANDING                             53

Bud catches up with Lindsey in the corridor, and through the following keeps
pace with here as she make here inspection.

                                BUD
                Then why'd you come down?

She stops abruptly to look at a leaky pipe.  He almost slams into her.  She
moves on, climbing down the ladder to the lower level.

                                LINDSEY
                You need me.  Nobody knows the systems on this
                rig better than I do.  What is something was
                to go wrong after the Explorer clears off?  What
                would have you done?

                                BUD
                Wow, you're right!  Us poor dumb ol' boys might've
                had to think for ourselves.  Coulda been a
                disaster.

On the lower level landing, Lindsey opens a hatch into one of the machine
rooms.  ROAR OF PUMPS AND COMPRESSORS.

INT. MACHINE ROOM                                                       54

Lindsey enters and moves expertly through the dark labyrinth of pipes and
roaring machinery.  Her eyes rove constantly over fittings, gauges, circuit
panels.

                                BUD
                             (yelling)
                You wanna know what I think?

                                LINDSEY
                Not particularly.  Jeez, look where this is set!
                Morons.

She scowls at a pressure gauge and turn a valve minutely.

                                BUD
                I think you were worried about me.

                                LINDSEY
                That must be it.

Lindsey's on the move again, and Bud scrambles through the pipes to keep up.

                                BUD
                No, I think you were.  Come on, admit it.

                                LINDSEY
                I was worried about the rig.  I've got over four
                years invested in this project.

                                BUD
                Oh, yeah, right... and you only had three years
                with me.

She looks up at him.

                                LINDSEY
                You've got to have priorities.

                                                                CUT TO:

INT. BUD'S ROOM                                                         55

Darkness.  The door opens and Bud snaps on the light.

                                BUD
                My bunk's the only one I can guarantee won't be
                occupied.  You can grab a couple hours before
                we get there.

Lindsey slips past him into his tiny state-room, the only private bunk on the
rig.  Rank had its privileges.  His hand on the door is just level with her
eyes.  She notices his wedding ring, a massive band of pure titanium
(something your fiancee might have picked out if she had a degree from
M.I.T.).

                                LINDSEY
                What are you still wearing that for?

                                BUD
                I don't know.  Divorce ain't final.  Forgot to
                take it off.

Bud stays in the doorway.  Lindsey takes a heaps of Bud's cloths off the
narrow bunk.  Start unconsciously straightening the room.

                                LINDSEY
                I haven't worn mine in months.

                                BUD
                Yeah, what's-his-name wouldn't like it.  The
                Suit.

                                LINDSEY
                Do you always have to call him that?  The Suit?
                It makes you sound like such a hick.  His name
                is Michael.

Lindsey takes off her borrowed tennies and socks.

Bud eyes her, sounding too causal.

                                BUD
                So what about "Michael" then... Mr. Brooks
                Brothers... Mr. BMW.  You still seeing him?

                                LINDSEY
                No, I haven't seen him in a few weeks.

                                BUD
                What happened?

                                LINDSEY
                Bud, why are you doing this?  It's not part of
                you life any more.

                                BUD
                I'll tell you what happened... you woke up one
                day and realized the guy never made you laugh.

                                LINDSEY
                You're right, Bud.  It was just that simple.
                Aren't you clever?  You should get your own
                show... Ask Dr. Bud, advice to the lovelorn
                from three hundred fathoms.

She closes the watertight door, forcing him out.  Locks it.  She turns and
throws her shoe hard against the far wall.

                                LINDSEY
                AAAARRRGGH!

She flops down on the bed, sitting... staring at the wall.  Her armor is
gone.  She looks small and vulnerable.  A long beat.  She reaches over to the
tiny sink.  Amid the clutter is a bottle of Bud's aftershave.  She unscrews
it and takes a sniff.  Catches herself.  Tosses it.

                                LINDSEY
                Shit.

INT. QUARTERS/HEAD                                                      56

Bud barges into the tiny head and puts some soap on his ring finger.  He pulls
the ring off roughly and throws it into the toilet.  He reaches forward to
flush.  Can't do it.  Now really pissed off at himself, he reaches into the
toilet bowl, wrist deep in the chemical-blue water, and salvages the ring.
He puts it on and washes his hands.  The right hand stays faintly blue no
matter how hard he scrubs.

                                BUD
                Shit.

                                                                CUT TO:

EXT. DEEPCORE                                                           57

The platform is stopped, hovering in place.  Like a great spacecraft setting
down on a barren planet, the rig settles into the bottom ooze.  Flatbed
releases its tow lines and heads back to its berth inside.

                                                                CUT TO:

INT. SUB-BAY                                                            58

CLOSE ON A PHOTOGRAPH, actually a computer-composited down-looking scan from
a towed LIDAR (laser imaging sonar) rig.  It shows a faint, blurry outline of
the Montana lying on her side on a ledge part-way down the canyon wall.  There
is no detail.  A finger points to a flat ledge nearby.  An "X" has been put
on with a grease pencil.

                                COFFEY (V.O.)
                This is us.  We're just on the edge of the Cayman
                Trough.  The Montana is here, on its side, 300
                meters away and 70 meters below us.  We think she
                slid down the wall, and lodged against this
                outcropping.

CUT WIDE, showing the rig crew gathered around a worktable in the sub-bay.
The divers, Bud, Catfish, Sonny, Finler, Jammer, and the four SEALs have
their dry-suits on.  The pre-dive briefing.  Lindsey, One Night, and Hippy
will crew the submersibles.  Wilhite is going around clipping DOSIMETER
BADGES on everybody.

                                SONNY
                This tells us how much radiation we get?

                                HIPPY
                Hey, whoah... I can't handle no radiation, man.
                Forget it!  Include me out.

                                CATFISH
                Hippy, you pussy.

                                HIPPY
                What good's the money if your dick drops off in
                six months?

                                COFFEY
                We'll take reading as we go.  If the reactor's
                breached or the warheads have released
                radioactive debris, we'll back away.  Simple.

                                BUD
                Okay... Hippy's not going... McWhirter, you
                can run Little Geek.

Bud pats the top of a small ROV, sitting next to its larger brother, Big
Geek.

                                HIPPY
                No way!  No way!  He can't fly an ROV worth
                shit.  I'll go.  Shit!

                                COFFEY
                               (to all)
                On the dive, you will do absolutely nothing
                without direct orders from me, and you will
                follow my instructions without discussion.  Is
                this clear?  Alright, I want everyone finished
                prep and ready to get wet in fifteen minutes.

The rig crew disperses, picking up helmets and diving gear.  Some are studying
the diagrams of the Montana's interior layout.  Bud takes Coffey aside as
the others prepare.

                                BUD
                Look, it's three AM.  These guys are running on
                bad coffee and four hours sleep.  You better
                start cutting them some slack.

                                COFFEY
                I can't afford slack, Brigman.

                                BUD
                Hey, you come on my rig, you don't talk to me,
                you start ordering my guys around.  It won't
                work.  You gotta know how to handle these
                people... we have a certain way of doing things
                here.

                                COFFEY
                I'm not interested in your way of doing things.
                Just get your team ready to dive.

End of discussion.  Coffey is walking away.  Burning, Bud crosses to his gear
locker.  Picks up his helmet.  Finler is suiting out next to him.

                                FINLER
                Hey, you know your hand is blue?

                                BUD
                Shut up and get your gear on.

NEARBY, Monk comes over to pick his helmet up off the worktable.  Hippy
points to the heavy equipment case that says F.B.S. DEEP SUIT/MARK IV.

                                HIPPY
                I've been meaning to ask you what this thing is.

Mink opens the case and shows them an unfamiliar diving suit, what looks like
a space helmet, and a large backpack.

                                MONK
                Fluid breathing system.  We just got them.  We
                use it if we need to go really deep.

                                HIPPY
                How deep?

                                MONK
                Deep.
                     (shrugs)
                It's classified... you know.  Anyway, you
                breathe liquid, so you can't be compressed.
                Pressure doesn't get to you.

Catfish is grappling with the concept.

                                CATFISH
                You're saying you get liquid in your lungs?

                                MONK
                Oxygenated fluorocarbon emulsion.

Monk take a clear plastic box full of O-rings off the shelf and dumps them
out.  He opens a valve on the backpack and allows some of the fluid inside
it to drain into the box.  Then he take Beany by the tail off Hippy's
shoulder.

                                HIPPY
                Hey!

                                MONK
                Check this out.

He drops Beany in the box and, before Hippy can protest, closes the lid.
Beany is forced under the surface.  He struggled for a second, and bubbles
come out of his mouth.  Then he casually swims around in there, completely
submerged... breathing liquid.  Catfish and the others stare into the box,
amazed.

                                MONK
                See?  He's diggin' it.

Monk takes Beany out and hold him by the tail for a few seconds to drain his
lungs.  Then hands him back to Hippy.  The rat is annoyed, but otherwise
alright.

                                CATFISH
                This is no bullshit hands down the goddamnedest
                thing I ever saw.

                                                                CUT TO:

EXT. DEEPCORE/DROPOFF                                                   59

Three sets of moving lights move outward from Deepcore.  Cab One and Three,
with Lindsey and Hippy at the controls respectively, and One Night in the
Flatbed.  Lindsey is in the lead.  She approaches the cliff-like drop-off
and starts to descend.

                                LINDSEY
                Com-check, everybody.  Flatbed, you on line?

                                ONE NIGHT
                Ten-four, Lindsey, read you loud and clear.

                                LINDSEY
                Cab Three?

                                HIPPY
                Cab Three, check.  Right behind you.

                                LINDSEY (V.O.)
                What's you depth, Cab Three?

                                HIPPY
                1840... 50... 60... 70...

                                LINDSEY
                Going over the wall.  Coming to bearing 065.
                Everybody stay tight and in sight.

                                ONE NIGHT
                Starting out descent.  Divers, how're you doing?

EXT. FLATBED                                                            60

Eight divers ride the back of Flatbed like itinerant workers on the way to
the fields.  Bud and his civilian crew, Catfish, Finler, and Jammer... sit
across from the SEALs.  They are in their gear and breathing from umbilical
hooked in Flatbed's low-pressure manifold.

                                BUD
                Okay so far.

                                JAMMER
                How deep's the drop-off here?

                                CATFISH
                This here's the bottomless pit, baby.  Two and
                a half miles straight down.

                                COFFEY
                Knock off the chatter.  Cab One, you getting
                anything?

INT./EXT. CAB ONE                                                       61

Lindsey consults her array of instruments.

                                COFFEY
                Cab One, do you see it yet?

                                LINDSEY
                The magnetometer is pegged.  Side-scan is showing
                a big return, but I don't see anything yet.  Are
                you sure you got the depth right on this?

                                BUD (V.O., filtered)
                You should be almost to it, ace.

She turns the submersible and...

The spotlight flares back from the great brass screw of the Montana.  It
dwarfs Cab One, FILLING FRAME.

                                LINDSEY
                Uh, yeah, roger that... uh, found it.

EXT. MONTANA/SUBMERSIBLES                                               62

Cab One maneuvers along the flank of the enormous sub, while Flatbed and Cab
Three move above it.  Wilhite take readings with a hand-held neutron counter.

                                COFFEY
                Cab One, radiation readings?

                                LINDSEY
                Neutron counter's not showing very much.

                                COFFEY
                Wilhite, anything?

                                WILHITE
                Negative.  Nominal.

                                COFFEY
                Just continue forward along the hull.

                                LINDSEY
                Copy that, continuing forward.  You just want
                me to get shots of everything, right?

                                COFFEY
                Roger, document as much as you can, but keep
                moving.  We're on a tight timeline.

                                LINDSEY
                Copy that.

The great black hull of the Montana recedes into the darkness beyond the
puny beams of their lights.  It seems bigger than the Titanic and just as
eerie in its final resting place.  On it side, the sub's top deck becomes a
wall along which the tiny submersibles are moving.  Ahead, in the lights, is
a white painted circle.

                                COFFEY
                That's the midship hatch.  You see it, Cab Three?

                                HIPPY
                Roger, I see it.

                                BUD
                Just get around so your lights are on the hatch.

                                HIPPY
                Check.  Then I just hang with these guys, right?

                                COFFEY
                Right.

                                ONE NIGHT
                How do you want me?

                                COFFEY
                Just hold above it.  Alright, A team.

Wilhite, Schoenick, and Monk unhook their short whip-umbilicals from the
central manifold and roll off the side of Flatbed.  They maneuver down toward
the sub's hatch.  Hippy guides Cab Three in closer to the hatch area.

INT. CAB THREE                                                          63

Hippy turns to Perry back in the lockout chamber, ready to launch Little Geek.
The ROV has a handheld neutron-counter gripped in its manipulator arm.

                                MONK (V.O.)
                Stand by on the ROV.

                                HIPPY
                Perry, stand by on the ROV.
                           (to Little Geek)
                Sorry about this, little buddy.  Better you than
                me, know what I mean?

Hippy nods and Perry drops Little Geek through the hatch into the water and
feed out a length of tether.  Hippy picks up the control box and watches the
video screen, guiding the ROV toward the Montana's hatch.

EXT. MONTANA HATCH AREA                                                 64

The three SEALs have unlatched the deck cover and revealed the hatch.  They
open the out hatch and Monk swims down into to narrow escape trunk.  He bangs
on the inner hatch with a wrench, listening carefully with his helmet pressed
against it.

                                MONK
                It's flooded.  Alright, I'm opening her up.

Straining hard in the confined space, he get the lower hatch open, then swims
backs out immediately.  He gestures to Hippy, via Little Geek's vision, and
Hippy flies the ROV into the hatch.

EXT./INT. CAB ONE/MISSLE DECK                                           65

Meanwhile Cab One and Flatbed have proceeded forward along the hull.  Beyond
Lindsey's front port, the great hatches of the Trident missile tubes roll
toward us in procession.  Several of the hatch covers have been forced
partway open by the warping of the hull.

                                COFFEY (V.O.)
                Radiation is nominal.  The warheads must still
                be intact.

                                LINDSEY
                How many are there?

                                COFFEY (V.O.)
                24 Trident missiles.  Eight MIRVs per missile.

                                LINDSEY
                That's 192 warheads... And how powerful are
                they?

                                SCHOENICK
                Your MIRV is a tactical nuke, 50 kilotons
                nominal yield.  Say times time Hiroshima.

                                LINDSEY (V.O.)
                Jesus Christ... this is World War Three in a
                can.

                                COFFEY (V.O.)
                Let's knock off the chatter, please.

INT. CAB THREE                                                          66

TIGHT ON VIDEO SCREEN -- LITTLE GEEK'S CAMERA.  Passing through a hatch, into
a large grotto filled with pipes and machinery.  The engine room.

                                MONK (V.O.)
                Getting a reading?

                                HIPPY
                It's twitching but it's below the line you said
                was safe.

EXT. MONTANA MIDSHIP HATCH                                              67

Monk moves into the opening.

                                MONK
                Alright.  Let's get in there.

Wilhite and Schoenick follow him through the escape trunk, into the dark
corridor beyond.

EXT. MONTANA/BOW SECTION                                                68

Out of the darkness ahead emerges the trailing edge of the sail, big as a
five-story building.  Far below her, Flatbed moves along the edge of the
ledge which supports the vast sub.  Its lights, and Lindsey's strobes, reveal
the tremendous damage to the forward section as they pass the sail.  The torn
and twisted hull looms above Flatbed as it sets down.

Coffey indicated an enormous rent where the bow section is almost torn away
from the rest of the hull.

                                COFFEY
                We'll go in through that large breach.

                                BUD
                Let's go, guys.

Bud's team leaves Flatbed, swimming forward.  The opening is a black mouth in
their lights.  Coffey moves inside.  Bud attaches one end of an orange nylon
line to a piece of pipe and moves into the wreck behind him.

                                BUD
                Take it slow, stay on the line, and stay in
                sight.  Watch for hatches that could close on
                you, or any loose equipment that could fall.

Jammer, Catfish, Finler, and Sonny follow him inside.

INT. MONTANA/FORWARD BERTHING SECTION                                   69

They find themselves in the forward berthing compartment with its rows of
bunks.  The room is twisted and disheveled, with bedding hanging from the
bunks like the lolling tongues of dead dogs.  Papers float in gentle
eddying currents, letters, pages from paperback novels, photos of girlfriends.
Bud pays out the line and follows Coffey forward.  As they pass sealed doors,
Coffey pounds with a tool, listening.  All flooded.

INT. ENGINE ROOM                                                        70

Monk leads his team along a corridor, following Little Geek's tether.  Through
a hatch into the engine room.  Their lights play over flooded machinery.

INT. COMPANIONWAY/CONTROL ROOM AND ATTACK CENTER                        71

From the berthing Coffey's team swims up a companionway towards the attack
center.  He pulls at a buckled watertight door.

                                COFFEY
                It's jammed.  Give me a hand.

Jammer and Bud squeeze in around Coffey.  Together they wrench the door open
on its squealing hinges.  It give way suddenly, flying open.  The suction
pulls SOMETHING THROUGH.  It slams Bud's shoulder.  He turns.  A FACE...
RIGHT IN FRONT OF HIM!  He jerks back, gasping.

Face to face with Barnes, the sonarman.  The ensign seems unmarked, merely
dismayed at his own mortality, judging from his wide eyes and mouth.  Coffey
reaches past Bud and pushes the ensign's body out of the way.

                                COFFEY
                Alright, let's keep moving.  We knew we were
                going to see this.

They enter the control room.  Their lights play over the high-tech wreckage.
Floating debris and bodies make shifting shadows on the walls as they swirl
in the currents.  A languid, weightless waltz.  They move through the carnage.
Their lights pick out tableaux... the planesman still strapped in his chair,
someone jammed into the ceiling pipes, hanging down.  Dead faces, pale in the
lights.  Still.  We see only glimpses.

Coffey locates the captain's body and rolls it over.  Removes the missile
arming key which hangs on a chain around the dead man's neck.  Moves on. All
business.  Bud turns back to his guys.  Checking them.  He notices Jammer is
breathing so rapidly he's fogging his helmet.  Catfish, Finler, and Sonny
aren't much better.  A wave a panic seems imminent.

                                BUD
                How you guys doing?

                                SONNY
                I'm alright, I'm dealing.

                                CATFISH
                Triple time sounds like a lotta money, Bud.  It
                ain't.  I'm sorry...

                                BUD
                We're here now.  Let's get her done.

We see Bud working, calming them, talking them through it.  He's sweating
rivers in his helmet, not looking too steady.  His projection of calm to the
others is his own salvation.

Coffey pauses in the doorway to the communications room.

                                COFFEY
                This part I do alone.  Brigman, take you men and
                continue aft.  Split up into two teams of two.
                Let's get moving... we head back in fourteen
                minutes.

Bud leads his team into a narrow corridor.

INT. CORRIDOR/ROOMS                                                     72

They search the rooms along the corridor with their lights until they come to
a vertical hatch, open.  a pit of darkness below.

                                BUD
                Okay, Cat, Lew, Sonny.  You guys stay on this
                deck.  Hook you line onto mine.  Any problem,
                you tug my line.  Two pulls.  Jammer, you're
                with me.

Bud drops down through the hatch to the level below, followed by Jammer, who
barely fits through.  Catfish hooks his safety line onto Bud's with a
carabiner and move along the corridor with the others.

EXT./INT. CAB ONE                                                       73

Lindsey circles the hull, documenting, photographing.  Her strobes sear the
darkness, give glimpses of the dead leviathan's form as her tiny submersible
circles it like a bee.

INT. COMMUNICATIONS CENTER                                              74

Working from a plastic card, Coffey spins the dial on the wall safe and opens
it.  He removes several plastic binders... the code books.  He also grabs
handfuls of classified documents and orders, and a set of missile arming keys,
all which he places in a pouch at his waist.

INT. CORRIDOR                                                           75

Bud leads Jammer through a long, claustrophobically narrow corridor, tapping
on the walls and hatches periodically.  After he taps, he waits a few
moments.  There are no answering taps.  They open doors and shine their lights
into the rooms.  The are bodies, but they seem anonymous.  Crumpled shapes
in khaki or blue.  They undog and open a hatch.  Beyond it is the largest
chamber of the sub, the...

INT. MISSLE COMPARTMENT                                                 76

The missile compartment is the large gallery a hundred and twenty feet long
and forty feet high, with two rows of vertical launch tubes, 24 in all.  The
chamber is divided into three levels by a floor of open steel grillwork.

                                JAMMER
                Where are we?

                                BUD
                Missile compartment.  Those are the launch tubes.

They sweep their lights around the chamber.  Jammer turns... his beam
illuminating a body just beyond the door.  A coveralled seaman turning
slowly in the eddying current.  Small albino crabs crawl slowly over the
man's face.  One scuttles out of his gaping mouth.

                                JAMMER
                Lord Almighty.

                                BUD
                Hey, you okay?

Bud goes to him.  Gets up close to his face.  Sees that he's not.  That he's
hyperventilating.  Fighting nausea.  Bud grabs him by the shoulders.

                                BUD
                Deep and slow, big guy.  Deep and slow.  Just
                breathe easy.

                                JAMMER
                I... they're all dead, Bud.  They're all dead.
                I thought... some of them... you know...

                                BUD
                I'm taking you back out.

                                JAMMER
                No!  I'm okay now.  I just don't... I can't go
                any further in.

Bud sees that the big diver's breathing has stabilized.  He looks at his
watch.  Checker Jammer's pressure gauges.

                                BUD
                Okay, Jammer.  No problem.  You stay right here.
                I have to go there to the end... you'll see my
                lights.  We'll stay in voice contact.  Just hold
                onto the rope.  Five more minutes.  Okay?

                                JAMMER
                Yeah, okay.  Okay.

He moves off through the center aisle of the gallery swimming between the huge
cylinders.  He pays out the lifeline as he goes.

INT. COM-ROOM                                                           77

Coffey is working rapidly and efficiently, moving from one rack of electronics
gear to the next, setting thermite grenades at vital points.  As the thermite
ignites, it generates an intense arc-bright light and tremendous heat.  The
circuit chasses melt.  Coffey works calmly in the infernal glare.

INT. MISSLE COMPARTMENT                                                 78

Bed negotiates his way through the tangle of wreckage near the far end of the
missile compartment.  He goes down a stairwell to the lower level.  A HUNDRED
FEET AWAY, Jammer loses sight of Bud's dive-lights.  He starts to get
nervous.  Suddenly his own lights begin to DIM, flickering lower and lower.
They become little orange candles, the filament barely glowing.  The darkness
closes in.

                                JAMMER
                Bud?  BUD?!  You readin' me?  BUD?!!

BUD, at the same moment, is fiddling with the connector cables on his helmet
lights, which are dimming and flickering.  He hears nothing from his helmet
transceiver.

JAMMER, smacks the side of his helmet.  Shakes the transceiver on his belt.
Nothing... just static.  Then even the static dies.  Panic time.

He grabs the safety line and pulls twice.  Hard.  It is snagged on a sharp
metal edge ten feet from him.  He pulls twice more, harder, hauling the
thing.  The line severs.  Jammer stared at the frayed and floating toward
him.  His eyes bug.  He looks all around in the darkness.  Can't see Bud.
Can't decide what to do.  We can see hysteria revving up inside him like a
flywheel.

Then he becomes aware of a faint radiance flickering over the walls.  It is a
cold and ethereal light, unlike the warm-white of their dive lights.

It grows brighter.  He turns slowly toward it.

The glow is moving beneath the steel grill of the deck, sending shafts of
cold light flickering upward hypnotically, coming toward him.

                                JAMMER
                Bud?  Is that you?

C.U. JAMMER, shielding his eyes, staring into the radiant source.

Guess what, Jammer?  It's not Bud.  In the brightest center of the glow,
SOMETHING is moving, a figure casting strange inhuman shadow across the walls.
Jammer blinks against the glare, his face registering total, outright
astonishment melting into terror.

The glare pulses subtly, hypnotically.  The shifting shadow falls across
Jammer.  He finally snaps out of his fixity...

Screaming and gulping air he spins away and starts clawing hand over hand
through the treacherous wreckage.

His harness catches on a twisted pipe.

He struggles, totally out of control... the big man reduced to a blind panic.

Jammer heaves forward with all his adrenalized strength.

He tears free of the entangling debris.  Launches like a torpedo... slamming
his backpack full force into the top sill of the hatchway.  His tri-mix
regulator takes the full brunt of the impact.

ON BUD, swimming furiously back toward Jammer's position.  The strange
radiance is gone.  His dive light flare back to full brightness.

                                BUD
                Jammer?  Answer me, buddy,  JAMMER?!

He reaches Jammer only to find him thrashing violently in place.  A seizure.
Bud grapples with him.

                                BUD
                Hang on, big guy.  Hand on!

Catfish, Sonny, and Finler arrive from the corridor a moment later.  They
leap into the fray.

                                BUD
                He's convulsing!

                                CATFISH
                It's his mixture!  Too much oxygen!

Then they're all yelling at once, grappling with the big man, struggling with
the valves on his breathing gear.

                                FINLER
                Crank it down, man!  We're gonna losing him...

                                BUD
                SHIT, it's stuck... goddamnit!

                                SONNY
                You got it?!  You got it?

                                BUD
                Yeah, yeah... yeah.  It's turning.

Jammer's convulsion ends.  He goes limp.

                                BUD
                We gotta get him out of here.  Come on!
                           (to Jammer)
                Hang on, buddy.

They drag Jammer's slack form into the corridor, hauling their way rapidly
back along the lifeline.

INT./EXT. CAB ONE & MONTANA SAIL                                        79

Lindsey is approaching the monolith of the sail, maneuvering to clear the
horizontal diving plane.  Then her lights go dim and her thrusters loose
power.

Suddenly a bright corona breaks around the bulk of the sail and SOMETHING
appears right in front of her, a glowing object moving like a bat out of
hell right at her!  It is slightly smaller than submersible and we only get
a glimpse.  What we think we see in the diffuse glow is a translucent ovoid,
open at the front with a spinning vortex of light inside... like some
hallucinatory jet engine.  And it's hauling ass.

Lindsey jinks left.  The object jogs right.  She fights the control as her
sub slews around, slamming broadside into the sail.  K-BAM!  Her power comes
back up.  Righting Can One, she spins to look through the aft viewport in
time to see the object racing away in a broad arc.  It pulls a high-G turn
and dives straight down.

We see the object zip behind Flatbed.  One Night can't see it.  The thing
spirals down into the darkness like a hit-and-run drunk, diving along the
wall into the abyss until it is lost to view.

HOLD ON Lindsey excited, amazed... dazed.  Her hands are shaking.  Suddenly
Bud's voice blares out over the open frequency.

                                BUD (V.O.)
                CAB ONE!  CAB ONE!  Meet me at Flatbed!  This
                is a diver emergency!!  Do you copy?  Lindsey?!

She has a hard time focusing on what he's saying.  Finally...

                                LINDSEY
                Copy you, Bud.  On my way.

                                                                CUT TO:

INT. DEEPCORE INFIRMARY -- AN HOUR LATER                                80

Jammer is unconscious on a folding cot set up in the tiny cubicle of the
infirmary.  Monk, who is cross-trained as a medic as well as a demolitions
man, has hung an IV of something.  Bud and the SEAL are in the room, the
others hovering outside.

                                BUD
                Whattya think?

                                MONK
                I'm a medic, which is mostly about patching
                holes.  This type of thing... there's not much
                I can do.  The coma could last hours or days.

Bud, torn by guilt, gazes at the big man lying pathetically on the cot.

                                                                CUT TO:

INT. CONSOLE MODULE                                                     81

The SEALs, minus Monk, are all gathered inside, debriefing with DeMarco via
closed-circuit video.

                                DEMARCO (video)
                Did any of you see it?

                                COFFEY
                Negative.  But there was definitely a Russian
                bogey.  The Brigman woman saw it.

                                DEMARCO
                CINCLANTFLT's gonna go apeshit.  Two Russian
                attack subs, a Tango and Victor, have been tracked
                within fifty miles of here... and now we don't
                know what the hell they are.  Okay, I don't have
                any choice.  I'm confirming you to go to Phase
                Two.

Wilhite and Schoenick glance uneasily at each other.

Coffey is silent.  He is vibrating with tension... his fists clenched to
prevent the shaking.  He is wrestling with the moment, knowing it is, in a
way, a point of no return.

                                DEMARCO
                Is there any problem?

                                COFFEY
                Yes... I mean no.  Negative, sir.

Coffey takes a deep breath.  Lets it out.  Phase Two is clearly a big deal.

                                                                CUT TO:

INT. MAINTENANCE ROOM B/DARKROOM                                         82

The maintenance room doubles as a camera workstation.  An adjoining head serves
as darkroom.  Lindsey is glumly reassembling Cab One's camera housings.

                                BUD
                Did you get anything on the cameras.  Video or
                anything?

                                LINDSEY
                No.  Look, forget it.  I don't want to talk
                about it.

                                BUD
                Fine.  Be that way.

                                LINDSEY
                I don't know what I saw.  Okay?  Coffey wants to
                call it a Russian submersible, fine.  It's a
                Russian submersible.  No problem.

                                BUD
                But you think it's something else.  What?  One
                of ours?

                                LINDSEY
                No.

                                BUD
                Whose then?  Lindsey?  Talk to me...

Lindsey is wrestling with a feeling which is somehow also certain knowledge.

                                LINDSEY
                Jammer saw something in there, something that
                scared the hell out him--

                                BUD
                His mixture got screwed up.  He panicked and
                pranged his regulator.

                                LINDSEY
                But what did he see that made him panic?

                                BUD
                What do you think he saw?

                                LINDSEY
                I don't know.  I DON'T KNOW!

Hippy comes pounding up, sticks his head in, gesturing animatedly.

                                HIPPY
                Hey, you guys... hurry up, check this out!
                They're announcing it.

They follow him into the corridor, trotting down to the mess hall.

INT. MESS HALL                                                          83

General melee as they rush in, everybody focused on the TV.

                                CATFISH
                Quiet!  Quiet!

                                HIPPY
                Turn it up, bozo.

                                ANCHORMAN
              ... the Kremlin continues to deny Russian
                involvement in the sinking of the Trident sub
                USS Montana.  The Navy has not released the names
                of the 156 crewmembers, who are all presumed
                dead at this time.  Civilian employees of a
                Benthic Petroleum offshore drilling rig--

                                HIPPY
                Hey that's us!

                                CATFISH
                SSSSHHH!

                                ANCHORMAN
                --are apparently participating in the recovery
                operation but we have little information about
                their involvement.  On the scene now is--

                                FINLER
                BOOOOH!  We want names!

                                SONNY
                Hey, hey!  There's the Explorer.

A LONG LENSE VIDEO SHOT of the Benthic Explorer and the other vessels in a
stormy sea CUTS TO a shot of BILL TYLER, the on-scene reporter, in rain
gear, clutching his microphone.  He is on the deck of a Navy support ship,
being used as a staging area from the press, well away from the center of the
operation.

                                TYLER
                --there is a tremendous amount of activity.
                With Cuba only 80 miles away, the massive buildup
                of US ships and aircraft in the area has drawn
                official protest from Havana and Moscow and has
                led to a redirection of Soviet warships into the
                Caribbean theater.

                                ANCHORMAN
                How would you describe the mood there?

                                TYLER
                The mood is one of suspicion, even confrontation.
                A number of Russian and Cuban trawlers,
                undoubtedly surveillance vessels, have been
                circling within a few miles throughout the day,
                and Soviet aircraft have repeatedly been warned
                away from the area...

                                HIPPY
                This sucks.

INT. CORRIDOR/SUB BAY                                                   84

Bud, Lindsey, and Hippy walking along the corridor, Hippy in a black mood of
incipient paranoia.

                                BUD
                What's the matter with you?

                                HIPPY
                Now we're right in the middle of this big-time
                international incident.  Like the Cuban Missile
                Crisis or something.

                                LINDSEY
                Figured that out for yourself, did you?

                                HIPPY
                We got Russian subs creeping around.  Shit!
                Something goes wrong they could say anything
                happened down here, man.  Give our folks medals,
                know what I mean?

                                BUD
                Hippy, just relax.  You're making the women
                nervous.

                                LINDSEY
                Cute, Virgil.

                                HIPPY
                No, I mean it.  Those SEALs aren't telling us
                diddly.  Something's going on.

                                BUD
                Hippy, you think everything's a conspiracy.

                                HIPPY
                Everything is.

One Night is pounding down the corridor from the sub bay.

                                ONE NIGHT
                Hurry up!  Coffey's splitting with Flatbed! He
                got me to show him the controls, then his guys
                suited up and they're rolling.

Bud breaks into a run, passing her.

                                BUD
                Goddamnit!  D'you tell him we need it right now?

                                ONE NIGHT
                I told him we had to get the umbilical unhooked
                ASAP.

INT. SUB BAY                                                            85

Bud clears the door in time to see an empty moonpool, roiling with turbulence.
He runs to the edge and looks down.  Flatbed is a vague shape moving off.

                                BUD
                Unbelievable.

                                                                CUT TO:

EXT. EXPLORER BRIDGE -- DAY                                             86

The sky is charcoal, the sea is a mountain range of gray slopes.  Waves
thunder over the foredeck, whipped by eighty-know winds.  Men in life
jackets scurry like insects.  Off the port bow, the ASW destroyer ALBANY
vanishes and reappears among waves sixty feet tall.  McBride scream orders
that can't be heard to the crewmen on deck.  He staggers back along the bridge
railing.

INT./EXT. BENTHIC EXPLORER BRIDGE -- DAY                                87

McBride steps into the quiet of the control room.  He turns on De Marco.

                                MCBRIDE
                We're trying to get unhooked and get out of
                here... and your boys go sightseeing!

                                DEMARCO
                They'll be back in two hours.

                                MCBRIDE
                Two hours?!  We're gonna be getting the shit
                kicked out of us by our friend Fred in two hours!

De Marco's expression is infuriatingly calm... icy.  McBride looks at his
watch and swears under his breath.

                                                                CUT TO:

EXT. USS MONTANA WRECK SITE                                             88

For a second time the black hull of the ballistic missile sub is illuminated
by diver's lights.  Tiny figures, the divers move like moths around a distant
streetlight.  Wilhite, Monk and Schoenick are clustered around an open missile
hatch.  Using a large lift bag, they are removing the frangible fiberglass,
or 'diaphragm'.  Coffey pilots Flatbed with increasing deftness, deploying
the big arm to aid in the work.

DOWN ANGLE as the diaphragm lifts away... revealing the blunt nose of the
TRIDENT C-4 MISSLE.  Like looking down the barrel of a gun at the bullet
aimed right at you.

                                                                CUT TO:

INT. DEEPCORE/MESS HALL                                                 89

TIGHT ON VIDEO SCREEN:  A HELICOPTER SHOT of a warship burning, rolling
ponderously as it sinks in stormy seas.

                                NEWS ANCHOR (V.O.)
                Little is known at this hour about the events
                leading up to the collision.  The US Navy guided
                missile  cruiser Appleton apparently struck the
                Soviet 'Udaloy' class destroyer in low visibility
                conditions...

VARIOUS CUTS of men in life jackets among huge waves... Rescue helicopters
hovering.  Shaky camera work.  Wind blasting.  INTERCUT WITH REACTIONS of the
rig crew watching.

                                NEWS ANCHOR (V.O.)
                In violent seas little hope remains for over a
                hundred Russian crewmen still missing after the
                sinking an hour ago.

SHOT OF AMERICAN CRUISER, burning, listing to one side in heavy seas.
Replaced by SHOT OF NETWORK ANCHORMAN.

                                NEWS ANCHOR
                Soviet military spokesmen have claimed that
                the collision constituted an unprovoked attack.
                This was denied--

It continues.  Bud looks at Lindsey.  She turns to him, expression grim.

                                LINDSEY
                Bud, this is big time.

                                                                CUT TO:

EXT. MONTANA WRECKSITE                                                  90

The divers are working head-first in the missile's launch tube.  Monk reads
from a plasticized card, directing the other two step by step.  The arcane
litany is punctuated by the hissing rasp of their breathing.

                                WILHITE (filtered)
                Separation sequencer disconnected.  Next?

                                MONK (filtered)
                Remove explosive bolts one through six in
                counterclock-wise sequence.

                                SCHOENICK (filtered)
                Check... removing bolt one.

INT. DEEPCORE                                                           91

ON THE RIG CREW, watching.  Bathed in the light of the video screen.

                                NEWSCASTER (V.O.)
              ... just learned that Soviet negotiators have
                walked out of the strategic arms limitation
                summit in protest over the incident this morning.

Bud switches the channel.

                                ANOTHER NEWSCASTER
              ... US and NATO military forces have been put on
                full alert worldwide this morning in the wake
                of...

                                BUD
                It's on every channel.

Bud switches again.  Reception is getting worse as the storm affect the
satellite down-link to Explorer.  THE SCREEN shows a reporter on a city
street, stopping people at random.  Their answers are edited together:

                                YOUNG WOMAN
                You just feel so hopeless.  You can see it coming,
                but what can you do?  What can anyone do?

                                CONSTRUCTION WORKER
                Hey, they don't want war any more than we do.
                You think about it, you say... hey, they love
                their kids too.  So why are we doing this?

He is replaced by a self-righteous, middle-aged woman.

                                WOMAN
                If the Russians sank that submarine, they deserve
                what they got and a lot more, if you ask me,
                and you did.  I think we've been pussyfooting
                around with them long enough.

EXT. USS MONTANA                                                        92

It is now clear what the SEALs are doing.  Using large lift bags and Flatbed's
big arm, they have pulled one of the Trident C-4 missiles partway out of its
launch tube, and have partially disassembled the nose-shroud, exposing
several of the MIRV warheads within.

Moving very carefully, Wilhite and Schoenick ease one of the individual MIRVs
out of its bracket.  Hanging under a lift-bag in a jerry-rigged harness, the
three-foot long warhead is move gently by the divers to the back of Flatbed.

INT. DEEPCORE/VIDEO SCREEN                                              93

Another man in the street interview, tortured by static.

                                MAN
                Scared?  I'm scared ____-less.  But if it happens
                it happens, nothing I can do about it.  Right?
                So why think about it?

                                                                CUT TO:

INT. SUB-BAY                                                            94

Flatbed surfaces in boiling foam.  The rig crew are all waiting.  Like a
crack pit-crew Bud's people leap onto Flatbed while its deck is still awash
and start to work on to Navy divers, unsealing their helmets and uncoupling
their umbilicals.  Hippy and Bud start to untie a cylindrical object wrapped
in one of the SEAL's gear bags.  Coffey emerges from the hatch.

                                COFFEY
                Don't touch that.  Just step away.  Now!

                                HIPPY
                Excusez moi.

                                BUD
                Coffey, we're a little pressed for time.

                                COFFEY
                Monk, Schoenick... secure the package.

The two SEALs unlash the object in the black bag.  Bud an Lindsey exchange a
glance.  He glares at Coffey as they pass each other.  One Night nimbly
climbs the hatch-tower and drops in.  Bud swings the heavy hatch up,
balancing it, and grins down at One Night.

                                BUD
                This ain't no drill, slick.  Make me proud.

                                ONE NIGHT
                Piece of cake, baby.

He swings the hatch closed with a CLANG.

                                                                CUT TO:

EXT. DEEPCORE                                                           95

The big A-frame, massive as a railroad bridge, to which the umbilical from
the Explorer is attached.  Flatbed rises INTO FRAME arcing around the
coupling mechanism F.G.  One Night deploys the big hydraulic arm.

It unfold from Flay bed like a huge steel spider leg, its claw-like 'gripper'
opening.

INT./EXT. BENTHIC EXPLORER BRIDGE -- DAY                                96

An ALARM sounds stridently on the dynamic-positioning console.

                                BENDIX
                We're losing number two thruster.  Bearing's
                going.

INT. THRUSTER ROOM TWO                                                  97

Deep in one of the catamaran hulls, the positioning thruster motor is
SCREAMING like a steel banshee above its usual roar.  It EXPLODES with smoke
and shrapnel.  A roaring fire erupts.  Crewmen run shouting in the smoke.

INT. EXPLORER BRIDGE                                                    98

Now a KLAXON is going off as the ship begins to slew in the high winds.

                                BENDIX
                It's not holding.  We're swinging out of
                position!

EXT. EXPLORER'S DECK/LAUNCH WELL                                        99

As the ship slews, the umbilical is drawn off vertical.  It goes tight as a
bowstring.  Pulled to the edge of the launch well, it rips down the side
with a godawful screech, tearing loose ladders and floats.

EXT. DEEPCORE/A-FRAME                                                   100

Flatbed's manipulator has gripped the de-coupling mechanism when the cable
suddenly pulls taut.  The sub is jerked sideways, its grip dislodged.  We
see One Night get tossed around inside.

INT. DEEPCORE                                                           101

Lindsey is in the corridor with a cup of tea when the whole rig BOOMS LIKE A
GONG and lurches sideways.  She's wearing her tea when Bud tears through a
doorway and goes pounding past her.  The intercom blares...

                                HIPPY (intercom)
                Bud to control!  Emergency!  Bud to Control!

Bud claws his way up the ladder to level two.  The rig BOOMS and shudders
as...

EXT. DEEPCORE                                                           102

The rig begins to move. The enormous skid breaks loose.  Start to slide,
plowing furrows in the bottom.  One Night junks the controls, pivoting her
submersible as the A-frame looms toward her.

INT. DEEPCORE/CONTROL MODULE                                            103

Bud runs in, past Hippy, and grabs the mike.

                                BUD
                Topside, topside... pay out some slack, we're
                getting dragged!

EXT. EXPLORER DECK                                                      104

The winch man staggers along the railing, blasted by 80-knot winds.  He
sprints for the base of the enormous crane which supports the umbilical
winch.  A wave blasts him into the bulkhead.  He half-crawls to the ladder
going up to the winch-house.  As he climbs the winch's heave-compensator
slides up and down, FILLING FRAME behind him.

It is bottoming-out with a sound like a piledriver, overloaded by the strain
on the cable.  It chooses that moment to fail.  GRINDING CRASH OF METAL.

INT./EXT. DEEPCORE CONTROL MODULE                                       105

Lindsey has joined Bud, looking out the front viewport.

                                LINDSEY
                We're heading right for the drop off!

EXT. EXPLORER DECK                                                      106

The deck is ripped upward as the entire 40-ton crane is pulled over by the
weight of Deepcore.  It topples in the launch well with a roar of tortured
steel that rivals the storm.  An EXPLOSION OF WATER.  UNDERWATER, the crane
tumbles between the twin hulls.  Trailing a vortex of foam and debris, it
roars down on us, FILLING FRAME WITH BLACKNESS.

INT. EXPLORER BRIDGE                                                    107

McBride stares in shock at the churning cauldron of the launch well.  Grabs
the underwater telephone.

                                MCBRIDE
                Bud!  We've lost the crane!

                                BUD (V.O.)
                What?  Say again.

                                MCBRIDE
                THE CRANE!  WE'VE LOST THE CRANE.  IT'S ON ITS
                WAY TO YOU!!

INT. DEEPCORE/CONTROL MODULE                                            108

Everyone is stunned by what is happening.  Lindsey fires up the sonar.

                                LINDSEY
                Got it!  It's dropping straight to us.

She puts the signal over the speakers and the room fills with eerie PINGING.
Bud shouts over the intercom.

                                BUD
                Rig for impact!  Seal all exterior hatches.
                Move it!  Let's go!

VARIOUS ANGLES, QUICK CUTS, as everyone runs to comply:

The rig crew pounding down the narrow corridors.  Diving through low
hatchways.  Hatches are closed and the wheels spun down.  Hippy puts into a
ZIP-LOK BAG and seals it.

EXT. DEEPCORE                                                           109

The umbilical drops down in slack loops out of the blackness above, draping
itself over the habitat in large coils.  One Night pilots her submersible
feverishly among the falling loops.  She banks and twists.  A length of heavy
umbilical slams onto her neck, tipping the sub.

She manages to get out from under it a keep going.

INT. CONTROL MODULE                                                     110

Through the front viewport they can see the coils of cable piling up in front
of the rig.  The hull booms with impacts as the massive stuff hits.

Everyone hold their breath as the sonar return-pings get closer... and
closer.  And closer...

An ENORMOUS SHAPE plunged into the floodlight in front of the rig.

K-WHAM!!  The 40-ton crane hits like a flatiron thirty feet in front of them.
A clean miss.  Much WHOOPING AND CHEERING.  Then...

The crane topples slowly over the back.  It rolls down the slope of the drop-
off, gathering speed.  Then tumbles over the cliff into the abyssal canyon.
The coiled umbilical starts to pay out after it like rope after a harpoon.
And they're still attached.

                                LINDSEY
                Oh shit.

An agonizing few seconds.  Then... the cable pulls taut.

K-BOOM!!  The rig is slammed by the shock.  Everyone is knocked off his feet,
into walls and equipment.

EXT. DEEPCORE                                                           111

The rig begins to slide.  It tilts over the embankment and grinds down the
slope of the drop-off in a cloud of silt.  The cable pulling it inexorably
toward the cliff.  The framework twists and slams into rocks.  SCREECHING
AND GROANING of tortured steel.

INT. DEEPCORE/CORRIDOR/LADDERWELL/MAIN CORRIDOR                         112

All hell has broken loose.  SIRENS, SCREAMING, a KLAXON HOOTING moronically.
Bud sprints from Control, bouncing off the corridor walls as the rig
lurches and tilts.  The lights go out.  Emergency light come on.  He trips
and falls, scrambles up, running on.

IN THE LADDERWELL of trimodule C, Lindsey runs toward the machine rooms.
K-BOOM!  A searing bright EXPLOSION in the electrical room.  Flames roar
through the doorway.  She dashed to a seawater hose hanging nearby and starts
to unroll it.  She sees Coffey and Schoenick in maintenance, lashing down
the mystery package.

                                LINDSEY
                Hey!  Get on this hose, you turkeys!

INT. TRIMODULE C/COMPRESSOR ROOM                                        113

Monk is working in a spray of seawater, turning valves to stop the flow of
ruptured pipes.  Behind him, a wall of flame blossoms through the door from
the electrical room, driving the back with the heat.  A reservoir-tanks
breaks loose from one of the compressor assemblies.  In rolls at him,
crushing his legs against machinery.  The fire roars into the room.

INT. SUB BAY                                                            114

Hippy runs in.  The place is going nuts.  Water floods from the moonpool as
the rig tilts.  Wilhite is dancing across the deck, leaping over compressed-
gas cylinders which are rolling around loose.  Cab One jumps clear off its
cradle and slides SCREECHING across the deck.  Wilhite, running before the
12-tom juggernaut, had no place to go.  The SEAL dives into the churning
moonpool.  Cab One slams into the end wall, then spins and rolls toward
Hippy.

He starts to run.  Drop something.  Looks back.

Beany, in his zip-loc bag, is lying in the path of the slide submersible.
Hippy runs back.  Scoops up the baggie.  Cab One FILLS FRAME behind him.
He makes it through the door an instant before the thing hits behind him,
buckling the steel doorframe.

Wilhite is clawing up the sheep skirting of the moonpool.  He gets his fingers
over the top.  Pulls himself up...

A steel helium tank slams against his fingers, crushing them, and he falls
back.  More tanks bounce over the lip of the pool, hammering Wilhite down
into the foaming water.

He doesn't surface.

EXT. DEEPCORE                                                           115

The rig is sliding to the edge of the cliff.  Beyond it... the bottomless
pit of the Cayman Trough.  It slams, crushing and twisting, into a rock
outcropping and stops, hanging over the precipice.

INT. TRIMODULE A/QUARTERS                                                116

Perry is trapped as the trimodule floods with stunning swiftness.  He makes
it through an emergency hatch between floors but can't get it closed.  The
inrushing tide blasts it open.  He scramble upward to the next hatch.  Spins
the wheel.  No time.  He is slammed against the ceiling by the force of the
water.

OMITTED                                                                 A116

INT. DRILL ROOM                                                         B116

Lew Finler, Tommy Ray Dietz, and Lupton McWhirter fight their way toward the
door as the drill room floods rapidly.  Ahead, the big automated watertight
door is closing like a motorized bank-vault.  They reach it just as it is
closing, but can't prevail against the strength of the motors.  FROM THE FAR
SIDE, we can see them screaming soundlessly at the tiny pressure window in
the door.  We can hear the dull THUNK of their pounding.

INT. TRIMODULE C/LADDERWELL AND COMPRESSOR ROOM                         117

Coffey and Schoenick, in emergency breathing masks, are fighting the fire with
a seawater hose and fire extinguishers.  Smoke and steam choke the dark
chambers.

Nearby, Lindsey grabs Hippy's arm as he is running past and drags him into the
blazing compressor room.  Hands him her seawater hose.  Wide-eyes, he starts
blasting everything in sight with water.

                                LINDSEY
                No! Hold it on me!

She rushed into the teeth of the fire as Hippy blasts her with a spray of
water, following her into the intense heat.  She grabs Monk, who is
semiconscious, and drags him out of the blazing room... Hippy dancing back
with the hose, tripping, blasting her in the face.

But it works.  They get Monk clear.

INT. DRILL ROOM CORRIDOR                                                118

Bud comes pounding down the flooding corridor in time to see the water in the
drill room swirl above the pressure window, obscuring the faces of the
trapped men.  He claws futility at the door.  The motors and the fail-safe
latching mechanism are on the opposite side.  Through the pressure window he
watches helplessly as they drown.  We don't see what he sees, but we know
what he sees.  Suddenly the bulkhead next to him gives way and a freezing
torrent thunders in.  Bud is blown off his feet a hurled along the corridor.

He scramble up somehow, splashing waist deep toward the opposite end of the
corridor where another of the hydraulic doors is closing inexorably.  He's
not going to make it.  He reaches it a moment too late to squeeze through.
Grabs the edge of the door and desperately tries to stop it from closing with
the strength of this arms.  It doesn't work.  The steel door closes on the
fingers of his left hand, pinning them in the doorframe.

But something amazing happens.  His wedding ring lodges between the door and
frame, preventing his fingers from being crushed and the door from
sealing and locking.

It resists tons of pressure, denting but not collapsing.

The freezing sea pours in until only his head is clear.

                                BUD
                Heeyy!!  HHHEEEYYY!!

ON THE OTHER SIDE OF THE DOOR, Catfish and Sonny come pounding up.  They see
his face at the tiny window and his hand jammed in the door.  Sonny wedges
a crowbar in the narrow opening and starts to pry.  Catfish whips open his
jackknife and slashes the hydraulic hoses on the door actuator.  He is
sprayed with red hydraulic fluid, machine blood.

Together they force open the door.  Bud is blown through in a torture of
water.  Sonny is thrown back into some pipes.  Breaks his arm.

Together they somehow heave the door shut manually, cutting off the flow.
Catfish hammers the fail-safe latch home with the crowbar.

Bud lies gasping and shivering... staring at the tiny band of metal that
saved him.

                                                                DISSOLVE TO:

EXT. DEEPCORE/ONE HOUR LATER                                            A118

LOOKING DOWN THE WALL of the canyon as Big Geek moves beneath us, tilting up
to show Deepcore perched at the very edge of the abyss.  The rig is twisted
and dented, covered with loops of umbilical, trimodule-A a mass of wreckage.
The ROV passes across the front of the control module.  Through the front
port, two figures can be seen in the light of a single emergency lamp.

                                SONNY (V.O. static)
                Mayday, mayday.  This is Deepcore Two calling
                Benthic Explorer.  Do you read, over?

INT. CONTROL MODULE                                                     B118

Sonny flips some switches on the UQC acoustic transceiver.  Tries again.

                                SONNY
                Benthic Explorer, Benthic Explorer.  Do you read,
                over?  This is Deepcore--

                                BUD
                Forget it, Sonny.  They're gone.

INT. TRIMODULE C                                                        119

Bud walks down the corridor from control, slowly... as if carrying a great
weight.  The air is still thick with smoke.  The power off... everything
lit by emergency lights.  Makeshift quarters have been set up in the mess
hall, with blankets laid out on the tables, and with folding cots in the
storage room across the hall.  Jammer is still unconscious.  Coffey and
Schoenick bring Monk in on a stretcher, and set him up on a table.  He is
conscious but dazed with painkillers, his led splinted.

                                BUD
                Did you find Wilhite?

                                COFFEY
                No.

He and Bud lock eyes.  Bud bites back on his recriminations, but his gaze
blames Coffey.  He turns away.

                                COFFEY
                Brigman.
                              (Bud turns)
                I was under orders.  I had no choice.

Coffey's manner is subdued, contrite.  A marked contrast to his previous
brusque arrogance.  He's wrestling with his own loss, a sever blow to the
tight brotherhood of a SEAL unit.  Bud's anger is not dispelled.  But he
can't address it now.  He moves on.

PAST THE INFIRMARY, where Sonny Dawson is rigging a sling over his own broken
arm.  He cries out in pain, cursing at himself.  LOOKING DOWN THE CENTRAL WELL
as Bud crosses.  Down through the grill decking we can see the bottom level
of the module is flooded.  Catfish is down there welding, sending shivering
reflections through the chamber.

INT. MACHINE ROOM                                                       120

Lindsey is working, up to her knees in water.  She is covered with grease,
tools scattered around.  Bud puts his hand on her shoulder.  She looks up,
blows some hair out of her eyes.

                                BUD
                What's the scoop, ace?

                                LINDSEY
                I can get power to this module and sub-bay if
                I remote these busses.  I've gotta get past the
                mains, which are a total melt-down.

Rather than trigger anger and invective, the disaster seems to have affected
her in a different way.  She's accepted the situation, now that's it's done,
and is immersing herself in technical tasks, which are for her therapeutic.

                                BUD
                Need some help?

                                LINDSEY
                Thanks.  No, I can handle it.  Bud... there
                won't be enough to run the heaters.  In a couple
                hours this place is going to be as cold as a
                meat locker.

                                BUD
                What about O-2?

                                LINDSEY
                Brace yourself.  We've got about 12 hours worth
                if we close off the sections we're not using.

                                BUD
                The storm's gonna last longer than 12 hours.

                                LINDSEY
                I can extend that.  There's some storage tanks
                outboard on the wrecked module.  I'll have to go
                outside to tie onto them.

She goes back to her task, working efficiently with a socket wrench.

                                BUD
                Hey, Lins...
                          (she looks up)
                I'm glad your here.

                                LINDSEY
                Yeah?  Well I'm not.

OMITTED                                                                 121

OMITTED                                                                 122

The sub bay is still a mess.  Dark.  A few battery-operated lamps.  Flatbed
is back, floating in the moonpool.

One Night and Hippy are in deep concentration, piloting the two ROVs in a
damage survey of the rig.  Bud comes up behind them, check her screen first.
BIG GEEK'S MONITOR shows a view of the aft section of the rig.  The drilling
derrick had collapsed across Cab Three, totaling it.  A girder is jammed
through its acrylic front dome.

                                ONE NIGHT
                Right through the brainpan.  Deader'n dogshit,
                boss.

                                BUD
                            (to Hippy)
                Where're you?

                                HIPPY
                Quarters.  Level two.

INT. TRIMODULE A/QUARTERS                                               A123

Little Geek rises up through the open central hatch, pivoting in a circle to
scan the flooded interior.

INT. SUB BAY/R.O.V. STATION                                             B123

TIGHT ON VIDEO SCREEN, LITTLE GEEK'S POV.  The interior of the structure is a
shambles.  The lights of the little robot fall upon a figure... Perry.
Lying on the deck, almost looking like he's asleep.

                                HIPPY
                That's Perry.

                                BUD
                    (lets his breath out slowly)
                That's it then.  Finler, McWhirter, Dietz, and
                Perry.  Jesus.

                                HIPPY
                       (gestured at the screen)
                Do we just leave him there?

                                BUD
                Yeah, for now.  Our first priority's to get
                something to breathe.

                                                                CUT TO:

EXT. DEEPCORE                                                           124

Catfish and Lindsey, in suits and helmets, drop down from the glare of the
moonpool onto the dark sea floor under the rig.  Walking, they pull their
umbilicals behind them and head out through the twisted wreckage.  Little
Geek follows along like a dog at their heels.  They settle beside a valve
assembly at the base of the wrecked module.

                                LINDSEY
                Cat, you tie onto this manifold.  There's some
                tanks on the other side; I'm gonna go check
                them out.

                                CATFISH
                You watch yourself.

He begins to attach one end of a coiled-up high-pressure hose to a manifold.
She takes the other end of the hose and moves off into the darkness.  Little
Geek goes with her faithfully.

INT. SUB BAY                                                            125

Cab One is hanging from the overhead crane while One Nigh works to repair it.
Bud is nearby, tending hose for the divers and handing her tools.  Talking
while they work.  Hippy is across the moonpool running Little Geek.

                                ONE NIGHT
                Gimme a three-eighths socket on a long extension.
                           (he hands it to her)
                So there you were--

                                BUD
                There we were, side by side, on the same ship,
                for two months.  I'm tool-pusher and we're
                testing this automated derrick of hers.  So, we
                get back on the beach and... we're living
                together.

                                ONE NIGHT
                Doesn't mean you had to marry her.

                                BUD
                We were due to go back out on the same ship.
                Six months of tests.  If you were married you
                got a state-room.  Otherwise it was bunks.

                                ONE NIGHT
                Okay, good reason.  Then what?

                                BUD
                It was alright for a while, you know.  But then
                she got promoted to project engineer on this
                thing, couple years ago.

                                ONE NIGHT
                She went front-office on you.  Tighten that for
                me, right there.  That's it.

                                BUD
                Well, you know Lindsey, too damn aggressive--
                Son of a--!!

He's jammed his fingers with a wrench torquing down a bolt.  Whips his hand
out.

                                BUD
                She didn't leave me... she just left me behind.

She puts her arm around his shoulders, somehow managing to be fraternal,
maternal and suggestive all at the same time.

                                ONE NIGHT
                Bud, let me tell you something.  She ain't half
                as smart as she thinks she is.

She smiles and pretends to kink Lindsey's air-hose.

ACROSS THE CHAMBER, Hippy scowls as Little Geek's screen starts to go haywire
with interference.

                                HIPPY
                Hey, Lindsey, you reading me?  Over.

OMITTED                                                                 126

EXT. DEEPCORE/TRIMODULE A                                               127

Catfish is working on one side of the wrecked module while Lindsey is on the
other, out of sight.  She is standing on the bottom at the base of the
wreckage, checking valves on a rack of oxygen bottles amongst the wreckage.
Right at the edge of the canyon wall.  Behind her is a sheer drop to
nothingness

                                LINDSEY
                Yeah, Hippy, I read you.  What's the matter?

The reply is GARBLED by a wash of static.  Then, for no apparent reason,
Lindsey's helmet light begins to dim out.  Little Geek's lights fade.  His
motors whine to a stop.

ON CATFISH, as his lights drop to candleglows.

INT. SUB BAY                                                            A127

The emergency lights are dimming, like a brownout.  Bud grabs the diver
intercom mike.

                                BUD
                Lins, how're you doing?  Lindsey?

EXT. TRIMODULE A                                                        128

ON LINDSEY, as she fiddles with her lights and transceiver pack.

                                LINDSEY
                Catfish... I got a problem here.  You there?
                Catfish?

Behind her, SOMETHING rises from the depths.

It is the little vehicle she almost collided with at the Montana wreck.

It comes right up behind her.  She doesn't know it's there.  It hovers
sideways like a hummingbird, as if curious, trying to get a better look.  She
becomes aware of the pulsing glow on the ground around her.  She turns
slowly.  We see her react as the glowing, pulsing apparition is reflected in
her faceplate.

A more powerful glow washes up onto her from below.

Her eyes go down.  She gasps, absolutely stunned...

Above the edge of the wall, AN ENORMOUS SHAPE RISES SILENTLY OUT OF THE
DEPTHS.  Over sixty feet across.  It looks like a blown glass manta ray, its
transparent outer hull housing interior structures of great delicacy and
complexity, pulsing with a blue-violet glow.

Lindsey stand before it, unable to move.  Absolutely rapt.

Captivated by its ethereal beauty.  It begins to turn, majestically, one
rounded wing passing only a few feet above her.  She reaches up.  Touches it
as it passes over her.

Lindsey is without fear, completely mesmerized.

The thing completes its turn and dives gracefully down along the wall.  She
is gently lifted by a backwash of turbulent water.

About that time, Lindsey remembers she has a still camera, a little Nikonos.

She fumbles to set focus and exposure with her bulky gloves as the beautiful
machine glides into the depths.  Gets all set for a shot and...

WOOSH!  The little 'scoutschip' whizzes past her from behind, startling her.
She completely misses the shot of the 'manta ship'.  She pivots, trying to
get a shot of the little one as it zig-zags down along the wall, fast as a
meteor.  CLICK.  She get a shot a second before it disappears.

From around the flank of the rig module, Catfish appears.  Their com-sets
come backs to life, along with their lights.

                                LINDSEY
                You better not say you missed that.

                                CATFISH
                Missed what?

                                                                CUT TO:

INT. DEEPCORE/MESS HALL                                                 129

TIGHT ON SLIDE STRIP.  Lindsey's fingertip in for scale.  The shot is black
with a little squiggle of light in the center.  Pathetic.

                                BUD
                Nice shot, Lins.

                                SONNY
                What is that?  You drop your dive light?

WIDER, SHOWING THE GROUP huddled around Lindsey who has her freshly-processed
slide roll laid out on the pinball machine, using it as a light table.

                                LINDSEY
                Come on, you guys... look, this is the little
                one right here.  You can see how it's kind of
                zigging around.

                                BUD
                If you say so.  It could be anything.

                                LINDSEY
                I'm telling you what is there.  You're just not
                hearing.  The impulses somehow aren't getting
                from you ears to your brainpan.  There's something
                down there.  Something not... us.

She looks around.  Sees a lot of skepticism in the eyes around her.

                                CATFISH
                Y'all could be more specific.

                                LINDSEY
                Not us.  Not human.  Get it?  Something non-
                human, but intelligent...

                                HIPPY
                You mean like Coffey?

Lindsey is reddening.  Despite her conviction, this is really hard.

                                LINDSEY
                A non-terrestrial intelligence.

                                HIPPY
                Non-Terrestrial Intelligence.  NTIs.  Yeah, I
                like that better then UFOs.  Although that
                works too... Underwater Flying Objects.

Hippy is not really mocking her.  He's actually into it.  But it has that
effect.  Catfish is eyeing Lindsey like he's never seen her before.

                                CATFISH
                Are we talkin' little space friend here?

                                HIPPY
                Right on!  Hot rods of the Gods.  Right, Lins?
                Hey, no really!  It could be NTIs.  The CIA has
                known about them for years.  They abduct people
                all the time.  There was this woman I knew in
                Albuquerque who--

                                LINDSEY
                Hippy, do me a favor... stay off my side.

Bud takes her firmly by the arm.  Heads her out into the corridor.

                                BUD
                Lindsey, will you step into my office for a
                minute...

INT. CORRIDOR/LADDER WELL                                               130

He propels her along the corridor, away from the mess hall doorway.  They
face each other in the narrow space.

                                BUD
                Jesus, Lindsey--

                                LINDSEY
                Bud, something really important is happening
                here.

                                BUD
                Look.  I'm just trying to hold this situation
                together.  I can't allow you to cause this kind
                of hysteria--

                                LINDSEY
                Who's hysterical?  Nobody's hysterical!

They're talking across each other, not connecting.  Bud weary and frustrated.
Lindsey is cranked up with the afterglow of her encounter.

                                BUD
                All I'm saying is when you're hanging on by your
                fingernails, you don't go waving you arms around.

                                LINDSEY
                I saw something!  I'm not going to go back there
                and say I didn't see it when I did.  I'm sorry.

                                BUD
                God, you are the most stubborn woman I ever knew.

                                LINDSEY
                I need you to believe me, Bud.  Look at me.  Do
                I seem stressed out?  Any of the symptoms of
                pressure sickness, any tremors, slurred speech?

                                BUD
                No.

                                LINDSEY
                Bud, this is me, Lindsey.  Okay?  You know me
                better than anybody in the world.  Now watch my
                lips... I saw these things.  I touched one of
                them.  And it wasn't some clunky steel can like
                we would build... it glided.  It was the most
                beautiful thing I've ever seen.

Bud is stilled by her intensity.  She moves close to him.  Eyes alive and
luminous.

                                LINDSEY
                It was a machine, but it seems almost alive.
                Like a... dance of light.  Bud, you have to
                trust me... please.  I don't think they mean us
                harm.  I don't know how I know that, it's just a
                feeling.

                                BUD
                How can I go on a feeling?  You think Coffey's
                going to go on you 'feeling'?

                                LINDSEY
                We all see what we want to see... Coffey looks
                and he sees Russians, he sees hate and fear.
                Bud, you have to look with better eyes than
                that.

Bud has been taking this all in.  His eyes tracking her face.  He closes his
eyes, taking a deep breath.  It's so hard for him to do this, but...

                                BUD
                I can't, Lindsey.  I'm sorry.  How can I?

                                                                CUT TO:

INT. MESS HALL -- LATER                                                 131

Coffey has Bud, Lindsey and several of the rig crew gathered for a little
summit.  Lindsey is withdrawn, sitting far from the others, a self-imposed
exile.  They're all wearing warm clothes and hugging themselves.  Their
breath shows in the air.

                                COFFEY
                I want 'round-the-clock manning of the sonar
                shack and the exterior cameras.  We need early
                warning if the Soviet craft try another incursion.

                                LINDSEY
                          (rolling her eyes)
                Gimme a break!  Coffey, these things live three
                and a half miles down on the bottom of an abyssal
                trench!  Trust me... they're not speaking
                Russian.

Coffey looks at her for a moment, then goes on as if she hadn't spoke.

                                COFFEY
                            (to One Night)
                Why haven't you finished repairs on the
                hydrophone transmitter yet?

                                ONE NIGHT
                I was having my nails done.

Coffey is sweating, despite the chill.  Keeps his hands clenched in fists so
they won't see how bad the tremors have gotten.

                                COFFEY
                Get something straight.  You people are under my
                authority--

                                CATFISH
                Look, podner... we don't work for you, we don't
                take orders from you, and we don't much like you.
                In addition to which your momma dresses you
                funny.

Coffey's eyes are straight razors.  He slashes them from face to face.  You
can see him tightening up like a clockspring, losing control of the situation
in front of his own men.  Bud defuses it.

                                BUD
                'Fish'?

                                CATFISH
                Yuh?

                                BUD
                Take the first watch in sonar.  Hippy, you
                handle the exterior surveillance.  One Night, see
                if you can get that transmitter working for me,
                okay?

                                ONE NIGHT
                Gimme a couple of hours.

HOLD ON COFFEY as everyone leaves.  Winding tighter.

                                                                CUT TO:

INT. MAINTENANCE ROOM B -- LATER                                        132

Coffey and Schoenick are bending over the warhead.  They have a small port
removed and are attaching waterproof leads from an ELECTRONIC DETONATOR.  The
black box Lindsey glimpsed earlier.  As the two SEALs work like surgeons, we
see past Coffey's shoulder to a hemispherical window behind him, which looks
out into the perpetual blackness.  Something appears... a goofy shark face.

Big Geek rises silently in front of the port.  It moves a little, trying to
get a peek over Coffey's shoulder.

INT. CONTROL MODULE/ROV SHACK                                           133

Hippy is twiddling his joysticks, watching the screen like a ferret.

                                HIPPY
                Come on... move to the left... just a little
                more... come on, A.J. Squared Away... that's
                it--

ON THE SCREEN, Geek's POV.  Coffey is blocking Hippy's view of whatever it is
they're working on.  Abruptly, be moves.  The warhead is lying there in plain
sight, detonator wires hooked up.  Hippy's eyes bug out.  He knows exactly
what it is.

                                HIPPY
                Pretty radical, guys.  Pretty radical.

He hurries to the VCR and puts it into RECORD.

INT. CONTROL MODULE/ROV SHACK -- MINUTES LATER                          134

Video image of the SEALs working.  It FREEZES on a clear view of the warhead.

                                HIPPY (V.O.)
                Say hello to MIRV.

Bud has his face right up to screen.  He frowns, skeptical.

                                HIPPY
                Come on, man.  What else could it be?

                                BUD
                Why bring it here?

                                HIPPY
                It's gotta be, like, an emergency plan to keep
                it away from the Russians... Hotwire one of the
                nukes with some kinda detonator, put it back in
                the sub, and fry the whole thing, slicker'n snot.
                Oh, uh... hi, Lins.

Bud whips around.  Lindsey, standing quietly in the doorway.  It's apparent
from expression she's been watching them for some time.  She looks ready to
kill somebody.  Then she's gone.

INT. CORRIDOR                                                           135

Bud catches up to her in the corridor, trying to put the brakes on her.

                                LINDSEY
                Look, goddamnit, if you won't do something about
                it, I will.

                                BUD
                Lindsey!  Wait a second--

She reaches the watertight door to Maintenance Room B.  It's locked.  Before
Bud can stop her she grabs a fire-extinguisher off the wall and pounds on
the steel door like a big gong.  BOOM!  BOOM!  BOOM!

Needless to say, it opens.  She pushes past Schoenick, see the bomb lying
there naked.

                                LINDSEY
                You've got some huevos bringing this...
                thing... into my rig!  With everything that's
                been going on up in the world, you bring a
                nuclear weapon in here?  Does this strike anyone
                as particularly psychotic, or is it just me?

                                COFFEY
                You don't need to know the details of this
                mission... you're better off if you don't.

                                LINDSEY
                You're right... I don't.  I just need to know
                that this thing is out of here!  You hear me,
                Roger Ramjet?

                                COFFEY
                Mrs. Brigman, you're becoming a serious impediment
                to this mission.  I believe the stress is
                affecting you.
                            (to Schoenick)
                Escort her to quarters and have Monk prepare a
                tranquilizer.

Schoenick takes her arm in a tight grip.

                                LINDSEY
                Bullshit, you can't do that.  Oww... goddamnit!

Lindsey goes bananas, trying to get Schoenick's big hands off her arms.  Bud
slams his hand down on the intercom button.

                                BUD
                Emergency!  Maintenance room B.  Emergency!

He pulls the fire alarm for good measure and spins on Coffey... warning him
with a look that is not to be messed with.  Coffey is braced back against the
worktable... an odd stance, with one arm behind his back.  Suddenly there's
a crowd outside the door as Catfish, Hippy, One Night, and Sonny come running
up.  Confrontation time.

Sirens going.  About a million volts of electricity in the air.  Bud braces
Schoenick.

                                BUD
                Let her go.  Do it... right now.

He does.  Lindsey jerks away.  Rubs her arms.

                                LINDSEY
                You dumb jarhead motherf--

                                BUD
                Chill out, Lindsey!!

                                CATFISH
                What's the problem?

Everyone is frozen in place.  Bud a Coffey... snake and mongoose, glaring.
Bud pulls Lindsey back into the corridor.

                                BUD
                Nothing.  We were just leaving.
                              (to her)
                Weren't we?

ANGLE FROM BEHIND COFFEY, as Bud's group moves out of sight up the corridor.
Hands behind his back.  In his hand, cocked, finger on the trigger, is the
.45.  He turns and sets it on the table, steadying himself as if in the wind.
he seems to sag.  When he looks at Schoenick, his eyes are wounds.  A hunted
animal.  Voice shaky.

                                COFFEY
                They can't be trusted.  They're turning against
                us.  We may have to take... steps.

INT. CORRIDOR                                                           136

Lindsey, Bud, Hippy.  Bud slows, letting them trail behind the others.

                                BUD
                Lins, stay away from that guy.  I mean it.

                                HIPPY
                Yeah.  The dude's in bad shape... you see his
                hands?

                                LINDSEY
                He's got the shakes?

                                BUD
                Look, the guy's operating on his own, cut off
                from chain of command.  He's exhibiting symptoms
                of pressure-induced psychosis.  And he's got a
                nuclear weapon.  So, as a personal favor to me...
                will you put your tongue in neutral for a while?

                                HIPPY
                Man, I give this a sphincter-factor of about
                nine point five.

INT. MAINTENANCE ROOM B                                                 137

Coffey goes to the dome port.  Looks past his shrunken and twisted reflection
into the void.  Eternal night.

ANGLE FROM OUTSIDE.  Coffey's face in the window.  Stuck to the acrylic
bubble beside him is one of those Garfields, suction cups on its paws.  Coffey
stares out.  Behind his eyes, his brain is like that cat, just hanging on,
spreadeagle and screaming.

                                                                CUT TO:

INT. SUB-BAY/DIVE-PREP AREA                                             138

Under a single worklight, a couple of conspirators.  Lindsey and Hippy hunch
over Big Geek.  The ROV grins maniacally with goofy shark teeth.

                                LINDSEY
                Look, you can just punch into his little chip
                where you want him to go, and he goes, right?

                                HIPPY
                Well, yeah, but the tether off it ain't gonna
                be fancy.  When he gets down there he'll just
                sit, like a dumb-shit.  Unless something wanders
                through view of the camera, you'll get nada.

                                LINDSEY
                Let's go for it.  We could get lucky.

INT. CONTROL MODULE                                                      139

ONE SURVEILLANCE MONITOR.  Lindsey and Hippy next to Big Geek.  Their voices
are tinny but intelligible.

                                HIPPY (V.O.)
                I don't know.  I really oughta talk to Bud about
                this.

E.C.U. COFFEY.  Watching them in the dark.  Alone.

                                LINDSEY (V.O.)
                No.  Just you and me.  We get some proof, then
                tell them.  Hippy, look... if was can prove to
                Coffey it's not Russians, maybe he'll ease off
                the button a little.

                                HIPPY (V.O.)
                I gotta tell you, that guy scares me a lot more
                than whatever's down there.  A.J. Squared Away
                goddamn jarhead robot.  Okay, gimme a couple
                hours on this.

Coffey watches, his jaw clenched.

INT. QUARTERS/MESS HALL                                                 140

The lights are down.  Those who can are grabbing some sleep.  Snoring comes
from one of the bunkrooms as Lindsey passes.  In the mess hall, Catfish and
Bud are crashed out on the tables, wrapped in blankets.  The cold has gotten
intense.  Water drips.  The walls sweat with condensation.  Lindsey can see
her breath as she makes coffee.  She carries a cup over to Monk, who is a
face in a pile of blankets.  A hand comes out, takes the coffee.

                                MONK
                Thanks.

Lindsey sips hers, staring.  Her thoughts are far away... in the bottomless
pit.  She is leaning up against the table where Bud is sleeping.  His soft
snoring downshifts into a loud rasp.  Lindsey touches him gently on the
shoulder.

                                LINDSEY
                Virgil, turn on your side.

Bud grunts and turns without waking, an automatic response.  The snoring
stops.  It is a quiet, intimate moment, a reminder of the mileage these two
have logged together.

                                                                CUT TO:

INT. SONAR SHACK                                                        141

Sonny has made himself comfortable in front of the screens.  Too comfortable.
He's asleep, chin on his chest.  On the main passive-sonar screen, an almost
imperceptibly faint trace appears.  A HUM, which is by now familiar, becomes
audible.  Sonny shifts in his seat.  Doesn't wake.

INT. SUB BAY                                                            142

Hippy puts his tools away, finished with the modifications to Big Geek.

                                HIPPY
                All set, big guy.  Hey, I told you to wipe that
                grin off your face.

He yawns as he shambles across the chamber to the corridor door.  Switches off
the lights.  Goes out.

Quiet lapping of water in the moonpool.  A beat.  Then...

A cold luminosity suffuses the water beneath the moonpool opening, sending
shadows shifting across the top of the chamber.  The surface begins to
pulsate.

Suddenly, the water itself rises, forming itself into a shifting, shimmering
pseudopod as big around as a man's body.  The transparent form pulses... an
amoebic mass shivering in the air.

It stretches, becoming a more refined form.  Like a blindly probing glass
python, it elongates and weaves across the room.  It extends and extends,
stretching out from the moonpool, a shimmering tentacle.  The 'head' or tip,
a featureless liquid bulb, seems somehow to be scanning as it moves forward,
as if it can see where it's going.

INT. CORRIDOR                                                           143

Hippy trudges along the dark corridor.  He reaches the men's head and goes in.
As the door closes, the tip of the liquid pseudopod extends into the corridor
B.G.  It 'looks' left and right.  Then extends the length of the corridor,
holding itself a couple feet off the floor like a weightless snake.

INT. TRIMODULE B/LADDERWELL/BUNKROOM/MESS HALL                          144

LOOKING DOWN three levels through the central ladderwell between the
cylinders.  The pseudopod enters and undulates upward.

FROM INSIDE THE MAKESHIFT BUNKROOM, we see its tip extend inside.

Sonny and One Night are snoring, oblivious.  Jammer is still unconscious.  The
pseudopod, taking its time, checks them out and then moves on.

IN THE MESS HALL, it's dark and quiet.  Lindsey has even fallen asleep in her
chair, her head buried in her arms on the table.  The shimmering tentacle
enters the room in total silence.  It sways gracefully in to air, searching.
It undulates across the room, hanging about five feet in the air, surveying
everything.  It moves past Lindsey.  Sensing something, she lifts her head,
turning... sees the apparition next to her.

Her eyes go wide.  Amazement, but not fear.  The tentacle is moving on, still
searching.  Lindsey shakes Bud awake, clapping her hand over his mouth.

Bud blinks twice, then freezes.  When she lowers her hand his mouth is hanging
open like a total goon.

Bud chucks his pillow are Catfish, on the next table.

Catfish cracks one eye open.  Turns away.  Turns right back... both eyes open
now.  Sensing movement, the thing turn back toward them.  It seems to
recognize Lindsey.  It doubles back on itself in a loop and comes right up to
her.  She holds her ground, fascinated.

The bulbous tip forms suddenly into a human face... her face.  It is water,
still clear and undulating... but definitely Lindsey.  She gasps in surprise.
The liquid-Lindsey gasps soundlessly... a perfect mimic of her expression.
Lindsey laughs involuntarily.  It laughs... without sound.  Lindsey makes a
face, sticking out her tongue... testing it.

The liquid-Lindsey does the same.  Bud has just had the rug jerked out from
under his sense of what is possible and what isn't, but he's taking it pretty
will, considering.

                                BUD
                            (whispering)
                I think it likes you.

                                LINDSEY
                It's trying to communicate.

Her liquid face suddenly transforms into a likeness of Bud's.

She reaches out her hand slowly.  Gingerly, her fingers touch the surface.
Ripples extend outward from the contact, across Bud's features.

Her fingertips break effortlessly through the surface, just like she's
dipping her hand into a bowl of water, except sideways.  She draws her wet
fingers out and studies them, amazed.  Touches one fingertip to her tongue.

                                LINDSEY
                Seawater.

The pseudopod pulls back from her.  It loops in the air dramatically, full
circle... and ties itself into a knot.  As the knot tightens down, it melts
back into the body.  The 'disappearing knot' trick.

Lindsey laughs, grinning with the open wonder and delight of a child at a
magic show.  She is transported.

                                LINDSEY
                Show off.

She looks at Bud.  He grins broadly.  He's with her now.

The stunned group watches as the thing moves on across the room.  Out to the
corridor

INT. SUB-BAY                                                            145

Coffey and Schoenick enter the back way, through the dive-prep area.  They see
the pseudopod arching from the moonpool big as a treetrunk.  Coffey's mind is
blown.  We can smell the insulation burning.  He just stares.

INT. CORRIDOR/MAINTENANCE ROOM B                                        146

The water tentacle enters and moves toward the hot-wired warhead.  It studies
the device for a few seconds.  Bud and Lindsey enter through a side door, in
time to see the tentacle divide into four tendrils which wrap around the
warhead.  They begin to lift it off its cart.

INT. SUB BAY                                                            147

Coffey finally jump-starts his brain.  In a flash of insight, he runs to the
big sliding door through which the pseudopod stretches into the corridor.  He
and Schoenick heave on the door.  Like a guillotine blade it slices
effortlessly through it.

VARIOUS ANGLES -- CORRIDORS, MESS HALL, LADDERWELL, MAINTENANCE... as the
body of the pseudopod collapses, splashing on the floor.  It reverts to
nothing more than a long puddle of simple seawater.  As the tendrils dissolve,
the warhead slams back down onto the cart, unharmed.  ON COFFEY'S SIDE ON THE
DOOR, however, the "stump" rears back like a cobra.  It withdraws rapidly into
the moonpool.  The glow fades away.

INT. SONAR SHACK                                                        148

Sonny wakes up with a start as the HUM revs up into a LOUD WHINE and then
fades away.  He scrambles to track it.  Too late.

INT. CORRIDOR                                                           149

Hippy emerges from the can and looks down, puzzled, at the puddle running the
length of the corridor.  He missed the whole thing.

INT. MESS HALL                                                          150

Light on.  Everybody there.  Lindsey is really strutting, high on life, now
that she's been proven right.

                                LINDSEY
                Okay, raise your hand if you think that was a
                Russian water-tentacle.  Lieutenant?  No?  Well,
                a breakthrough.

Coffey is looking out from under his eyebrows like Nicholson in "The Shining".
Bud give her a warning look.  Don't poke at the rattler.

                                BUD
                You done impressing yourself, ace?

                                ONE NIGHT
                No way that could just be seawater.

                                LINDSEY
                They must've learned how to control water... I
                mean at a molecular level.  They can plasticize
                it, polymerize it... whatever.  Put it under
                intelligent control.

                                BUD
                Maybe their whole technology is based on that.
                Controlling water.

Coffey is hunched over, elbows on his knees.  His hands are out of sight.  His
arm is moving in a slow rhythm.  We can't see what he's doing.

                                HIPPY
                That thing was probably their version of Big
                Geek... like an ROV.

                                CATFISH
                Just checking is out, huh?  How come?

ANGLE UNDER THE TABLE, showing what Coffey is doing.  He has his K-BAR KNIFE
gripped white-knuckle in one hand.  He is drawing it slowly and repeatedly
across the skin of the other forearm.  Neat chevrons of blood from wrist to
elbow.

C.U. COFFEY -- He doesn't flinch.  His eyes are hard and bright as diamond
drills.  No one notices.  He's keeping the edge.

                                LINDSEY
                They're curious, maybe.  We could be the first
                people they've seen up close.

                                SONNY
                Hope they don't judge the whole race offa us.

                                CATFISH
                Maybe I oughta shave.

Coffey stands abruptly, snags Schoenick with his eyes, and leaves, walking
through the group as if they were smoke.  This cold behavior brings the mood
down a notch.

INT. CORRIDOR/MAINTENANCE ROOM B                                        151

Outside the mess hall, Coffey pauses, listening to the conversation resume.
Bright speculation, a few jokes.  Coffey is visible shaking.  Breathing hard.
Pupils dilated.  Schoenick looks at him with concern.

                                COFFEY
                It went straight for the warhead.  And they
                think it's cute.

                                SCHOENICK
                You need to get some sleep.

Coffey walks away without hearing him.  Schoenick catches up.

INT. MAINTENANCE                                                        152

The door opens in the dark room.  Coffey enters, moving with purpose.  He
pulls his gear bag out from under the work table.  Unzips it.  Pulls out a
short-barreled CAR-15 assault rifle.

                                COFFEY
                We have no way of warning the surface.  Do you
                know what that means?

Schoenick doesn't know.  He hopes Coffey knows.  Because he's a fearless man
who's discovering what it is to be afraid.  Coffey inserts the magazine with
a CLACK!  Snaps the bolt.  Tosses the rifle to Schoenick.

                                COFFEY
                It means... whatever happens is up to us.

                                                                CUT TO:

INT. CORRIDOR/MAINTENANCE -- LATER                                      153

Hippy passes the maintenance room.  Looks in.  The warhead and its cart are
missing.  He looks around.  Heads toward the sub-bay.

INT. MESS HALL                                                          154

The discussion, still in progress.

                                ONE NIGHT
                You think they're from down there originally?
                Or from... you know.

She jerks her thumb toward the ceiling.

                                LINDSEY
                I think they're from 'you know'.  Some place
                that has similar conditions... cold, intense
                pressure.  No light.

                                CATFISH
                Happy as hogs in a waller down there, prob'ly.

INT. CORRIDOR/SUB BAY                                                   155

Hippy freezes in the corridor as he hears a loud ratcheting sound echoing from
the sub-bay.  He edges forward slowly, trying to keep his feet silent on the
steel floor.  Slides up along the wall next to the door.  Inches his eye
around the doorframe.  Across the room. Schoenick is working with a chainfall,
lowering Big Geek onto the MIRV warhead, which is still on its cart.  He
begins to attach them together with a sling of tie-down straps.

Hippy lets his breath out slowly.  His expression is Holy Shit.

He slides back along the corridor wall, silently.  Away from the door.  Then
turn turns quickly to go... WHAM!  Coffey slams him up against the wall!
.45 pressed to Hippy's temple.  Hippy gulping air as Coffey ears back the
hammer.

                                COFFEY
                Sniff something did you, rat boy?

INT. MESS HALL                                                          156

The meeting is breaking up as the door CLANGS open and Hippy is thrusted
inside.  His hands are taped behind his back and he stumbles onto his face.
Coffey steps through smoothly, straight-arming the .45.  Schoenick flanks him
with the assault rifle aimed at the group.

                                COFFEY
                FREEZE!  Don't move.  That's it.
                              (to Monk)
                Here, hold this a second.  We're going to phase
                three.

He hands his gun to Monk, with the assumption of absolute loyalty from a team
member.  Monk's eyes move between Coffey and the pistol.  We can't tell what
he's thinking.  Coffey grabs Hippy and shoves him onto a chair.

                                HIPPY
                They're using Big Geek to take the bomb to the
                NTIs!  We set it up to go right to them.

Lindsey looks stricken.  Her plan is betraying them all.

                                LINDSEY
                Oh my God...  Oh no...
                        (steps toward Coffey)
                Please, you can't.  Coffey, think about what
                you're doing... for God's sake--

Coffey lets her approach him, his eyes glittering.

Without warning he grabs her by the hair and hurls her against the Coke
machine, pinning her there with one hand.  Bud leaps forward.

                                SCHOENICK
                GET BACK!

Bud freezes.  The rifle's muzzle is aimed for a heart-shot.

Coffey moves up close to Lindsey.

                                COFFEY
                This is something I've wanted to do since I
                first met you.

His hand reaches down, OUT OF FRAME.  We hear something RIP.  His hand comes
back up... holding a piece of gaffer's tape.

He slaps it over her mouth.  Then pushes her down into a chair.

Hippy looks at Monk and Schoenick.

                                HIPPY
                You boss is having a full-on meltdown.  Guy's
                fixing to pull the pin on fifty kilotons and
                we're all ringside!

                                MONK
                What's the timer set for?

                                SCHOENICK
                Three hours.

                                COFFEY
                Shut up!  Don't talk!

                                MONK
                We can't get to minimum-safe-distance in three
                hours.  The shockwave will kill us.  It'll crush
                this rig like a semi driving over a beer can.

                                COFFEY
                Shut up!  SHUT UP!  What's the matter with you?!

Everybody is twitching a hyper.  Schoenick is white-knuckling his assault
rifle... looking from Monk to Coffey to the group.

                                COFFEY
                Just stay calm.  The situation is under control.

Coffey backs out quickly with Schoenick.

INT. CORRIDOR                                                           157

Coffey dogs down the watertight door and wedges a piece of steel pipe into
the mechanism so it can't be opened.

                                COFFEY
                Stay here.

Schoenick take a position in front of the door.  Coffey turns and runs through
the corridor like demons are chasing him.

INT. MESS HALL                                                          158

Their only hope is to sway Schoenick.  But the SEAL's fear is making him the
perfect machine, totally dependent on external orders.  And his orders are
clear.  They can see him through the tiny window in the door.  Lindsey rips
the tape painfully off her mouth.

                                LINDSEY
                Schoenick... your Lieutenant is about to make
                a real bad career move...

                                HIPPY
                That guy's crazier'n a shithouse rat!

                                BUD
                We have to stop him!  Schoenick!!

They pound on the door.  Schoenick turns and hangs his cap over the tiny
window.

INT. SUB BAY                                                            159

Using the chainfall, Coffey maneuvers the completed Geek/MIRV package over
the back of Flatbed, obviously preparing to use the submersible to take it
out and launch it.

INT. MESS HALL                                                          160

Lindsey is up next to the door, with Bud.

                                LINDSEY
              ... he's about to declare war on an alien species,
                Schoenick, just when they're trying to make
                contact with us.
                                (to Bud)
                I think I'm reaching him.

There is a CLUNK-CLATTER and the door unlatches.

                                LINDSEY
                See?

The door opens.  Jammer is standing there.  Schoenick is in a heap against
the far wall, moaning.  Jammer hands the rifle to Hippy as he walks in.  Hippy
turns to cover the other SEAL.  Monk puts his hands up, passively.

                                MONK
                I'm the least of your problems.

Bud appraises Jammer, who seems a little weak and dazed but basically okay.

                                BUD
                Thanks.  How you feeling, big guy?

                                JAMMER
                Figured I was dead, there, when I seen that
                angel comin' toward me.

They all look at him for a second.  What?

                                BUD
                Uh, okay, right.  You can tell us about it
                later.  Let's go.

                                                                CUT TO:

INT. TRIMODULE C/LADDERWELL                                             161

Bud drops down the ladder, INTO FRAME, followed by the others.  He tries the
door into the main corridor.  The wheel won't turn.  The others get on it.
Won't budge.

                                BUD
                He's jammed the mechanism.

                                LINDSEY
                Now what?

They're locked in trimodule-C.  No other doors give access to the sub-bay
corridor.  Bud's mind is racing.  He drops down the ladder to Level One, into
about two feet of water.  He reaches down and open the emergency lockout
hatch.  Takes off his boots.

                                BUD
                Okay, I'm gonna free-swim to hatch six... get
                inside, get the door open from the other side.

                                LINDSEY
                Bud, that water's only a couple degrees above
                freezing.

                                BUD
                Then I guess you better wish me luck, huh?

Catfish is pulling his boots off as well.

                                CATFISH
                Wish us luck.
                       (hands his wallet to Hippy)
                'Case I don't die.  Okay, Bud... let's go,
                podner, I ain't got all day.

Bud clasps him on the shoulder and starts hyperventilating.  He drops into
the water.

EXT. DEEPCORE/TRIMODULE C                                               162

Bed shoots down through the hatch.  The cold hits him list a fist, becoming
instantly paralyzing.  He starts kicking in powerful strokes through the dark
water, maneuvering around tangles of umbilical cable twisted tubular steel.
Catfish is behind him, swimming like hell.  They reach hatch six.  Together
they spin the wheel and heave upward, opening it.

INT.  TRIMODULE D/LEVEL ONE                                             163

Bud surges up into the lock.  Catfish jams into the tiny airspace with him.
They try the upper hatch.  Jammed.  They're both panting with the exertion
and intense cold.

                                BUD
                Hafta... go on to... the moonpool.  Only way.

                                CATFISH
                I can't... make it... podner.

Bud looks at Catfish, shivering and heaving, wide-eyed.

                                BUD
                Okay, Cat.  You head back.

Bud hyperventilates rapidly and pikes over diving back out through the hatch.

EXT. DEEPCORE                                                           164

Bud is stroking rapidly through the tangle of pipes and conduit.  He sees the
lit rectangle of the moonpool far ahead.

INT. SUB BAY                                                            165

In the moonpool, Bud surface with an explosive gasp beside the full of
Flatbed.  His wracked breathing is masked by the WHINE of HYDRAULICS as Coffey
uses the external controls to extend Flatbed's big hydraulic arm, locking
the Geek/MIRV in its gripper.

Bud strokes to a point where Coffey can't see him and heaves up out of the
water onto the deck of the pool.  He lies gasping behind Cab One's cradle.
His limbs are wooden and unresponsive from the cold.  His fingers are
completely numb.  He hugs himself, putting his hands under his armpits.
Scans the situation.  He can't get to the door, which is across the room,
without Coffey seeing him.

INT. CONTROL MODULE                                                     166

Lindsey watching the whole thing going down, ON THE SCREEN, a high angle of
the sub bay... Bud moving up on Coffey.

                                HIPPY
                He can't get to the door... I think he's going
                to try and take him himself.

                                LINDSEY
                He couldn't be that dumb.  The guy's a trained
                killer.  Bud's idea of a fight is arm-wrestling
                One Night over laundry duty.

ON THE SCREEN, Bud picks up a piece of pipe.  Hefts it.  Moves forward,
crouched... stalking.  Lindsey yells at the screen in frustration.

                                LINDSEY
                BUUUUUD!!

INT. SUB BAY                                                            167

Bud chucks a tool across the chamber, creating a clattering distraction, then
wades in with the pipe in a vicious swing to the back of Coffey's knees,
taking him down.  Coffey spins even as he falls, catching Bud in a scissor
kick that topples him.

Grappling, they fall together into the freezing water.

Coffey is momentarily stunned by the cold, giving Bud time to haul himself
out, hoping to make it to the door.

Coffey launches from the water and grabs him legs.

He pulls himself up as Bud kick out.  Claws his way viciously over Bud's
body until he has him pinned to the deck.  Then he pulls out the .45.

Put it unceremoniously to Bud's forehead.

INT. CONTROL MODULE                                                     168

                                LINDSEY
                NOOO!!

INT. SUB BAY                                                            169

Coffey pulls the trigger... CLICK.  Bud flinches, then opens his eyes,
staring cross-eyed at the muzzle of the .45.  Coffey cocks it and tries
again.  CLICK.  Nothing.  Really pissed off beyond description, Bud hurls
the commando off him with a powerful heave, sending him clattering against
a rack of equipment.  They face off, panting.

INT. CONTROL MODULE                                                     170

The rig crew turns from the screen at the sound of Monk's voice.

                                MONK
                I tool the liberty of removing this before I
                gave it back to him.

Monk pulls his hand out from under his blanket and holds up the magazine from
the .45.

INT. SUB WAY                                                            171

Even so Bud is getting his ass kicked.  Coffey's really trying to put him out
of business.  It's mostly duck and dodges on Bud's part.  Throw a few things.
When Coffey connects, Bud goes down hard.  Give him credit, though.  He
manages to scramble back up.

The fight wrecks the room, scattering tools and gear.

Compressed air cylinders roll dangerously around the floor.

Coffey slips on one and Buds get in a couple of good licks.

Slams the SEAL's head in an equipment locker door.

But the Navy man is just too massive.  Bud is hammered back into a wall.
Coffey has his fist cocked back for the coup de grace.  Spins around at the
sound of a VOICE.

                                CATFISH
                Hey!

Catfish is right behind him.  Dripping wet.  A trail of water goes back to
the moonpool a few feet away.

CRACK!  Catfish's 'Hammer' punch comes in so hard and so fast, Coffey is
knocked right on his ass.  He doesn't get up.  Just sort of flops around.

Catfish helps Bud to his feet.  They advance on Coffey, who crab-scuttles
sideways, his eyes rabid.

He picks up a helium tank and hurls it at them.  As they duck he sprints to
Flatbed and drops through the hatch and slams it down.

                                BUD
                           (to Catfish)
                Get the door!

Bud leaps across the water to land on Flatbed.  The hatch is already sealed.
He grapples with Geek/MIRV, trying to free it from the steel claw.

INT. FLATBED                                                            172

Coffey crawls along the access tunnel to the pilot's compartment.  He claws
his way into the control seat and starts rapidly flipping switches.

INT. CORRIDOR                                                           173

Catfish pounds down the corridor like he's never run before, his beer gut
doing a rumba.  He reaches the door, tears out the piece of pipe and spins
the wheel.  Hippy pushes it open so fast it hits Catfish in the stomach.
Hippy tears past him, running with the assault rifle.  John Wayne.

INT. SUB-BAY                                                            174

Flatbed is submerging, with only the hatch tower still above the water.  Bud
is being dragged down, still trying to free the ROV.  He gives up when he
sees Hippy run in, waving the assault rifle around like a 130-pound Rambo.

Bud climbs the hatch tower and leaps to the deck of the moonpool.

Hippy clumsily raises the unfamiliar rifle at Coffey, visible inside his
viewing bubble beneath the swirling water.  Coffey looks up, stares at the
gun... doesn't seem to care.

                                CATFISH
                SHOOT!

Hippy's squeezing the trigger and nothing's happening.  Flatbed's hatch tower
goes under.

                                CATFISH
                Safety's on!  On the side... the lever!  Up,
                push it up!

Hippy fumble with the selective-fire lever, BLAM-BLAM-BLAM!  He put three
quick rounds into the ceiling.

                                HIPPY
                SHIT!

                                CATFISH
                Give me that!!

He grabs it out of Hippy's hands and aims it at the sub.  He racks the water
with a long burst.  BENEATH THE SURFACE, the rounds nip nasty contrails
through the water.  They barely scar the front port.

                                LINDSEY
                Forget that... go for Big Geek!

Catfish rakes the descending sub with more bursts, trying to hit the
shimmering shape of the ROV on its back.  UNDERWATER we see the rounds
arcing wild, a few hitting the ROV but causing little damage.

Coffey complete his descent to just above the seafloor.  ABOVE, Catfish
empties the weapon.

                                BUD
                Gimme a hand!

They all turn.  Bud is fumbling into his wetsuit like a madman.  The others
rush over to help him.

                                BUD
                Get the rest of my gear.  Grab that hat there...
                let's go guys!  Come on, come on!

Catfish slams a backpack onto Bud's shoulders, grappling with the straps and
hose connections.  Hippy and Sonny (with one hand) are clipping, zipping and
buckling all over him.  This is a world-record suit-up time.  Bud pulls the
rubber neck-dam of the helmet's lower ring down over his face.

                                BUD
                Helmet... helmet!  Work fast.

EXT. DEEPCORE UNDERSTRUCTURE                                            175

Beneath the habitat, Coffey is maneuvering Flatbed through the twisted pipe
and debris left by Deepcore's slide to the edge.  Bloodied, his fatigues
ripped half-off, he looks like a feral animal.  His eyes burn with the
determination of his mission.

INT. SUB BAY                                                            176

Jammer expertly works the crane controls, moving Cab One out over the
moonpool from its drydock cradle.  Lindsey and One Night are scrambling like
monkeys over the port side crash bars of the swinging sub, clambering up to
the hatch tower.

                                ONE NIGHT
                I'll unhook.
                           (Lindsey hesitates)
                GO!  You're better in these than I am.

Lindsey recognizes this for what it is... a sign of respect, a
reconciliation.  She nods and drops through the hatch.

EXT. DEEPCORE                                                           177

Coffey passes under the twisted wreckage of the big automated derrick and makes
a tight turn beneath the drill-floor module.  Flatbed scrapes through between
twisted conduit, metal screeching on metal.

INT. SUB BAY                                                            178

Bud has his 'hat' locked down and his air cut on.  He take two quick strides
to the edge of the pool and just drops in.

EXT. DEEPCORE                                                           179

Bud rockets DOWN INTO FRAME in a column of bubbles.  He looks around.  Through
the lattice of conduit under the rig he can see Flatbed moving forward from
its exit point under the stern.  Bud see a shortcut under the platform.

He kicks along a lattice a pipes, heaving himself along in frantic hand-over-
hand stokes.  He reaches for Flatbed's stern as it passes.

Misses the last hand-hold... but just manages to seize a tie-down trailing
behind it.  He is jerked along behind the sub.

Bud holds on with both hands as he is buffeted in the wake of the powerful
thrusters.  Flatbed gathers speed, moving out toward the edge of the abyssal
wall.  The current slams him, spinning him like a fishing lure.  He pulls
himself forward slowly until he can grip the stern rail of Flatbed's platform.

LOW ANGLE, look up the wall.  Flatbed appears over the edge and stops.
Hovering.

ON THE BACK OF FLATBED.  Bud has the break he needs.  He scrambles up onto the
deck and opens and equipment locker.  Nothing in it but one of the yellow
nylon safety lines.  The big arm begins to unfold, lifting Geek/ROV.

INT./EXT. FLATBED                                                       180

Coffey works intently.  His eyes are the cool ice of lethal madness in a
face streaked with blood.  He brings the ROV into view with the boom arm.

GEEK/ROV had a passenger.  Brigman.  The diver is holding Geek's skid with
one hand, doing something with the other.  He turns to look at Coffey.

EXT. FLATBED/DEEPCORE                                                   181

Coffey releases the ROV with the gripper and makes a grab at Bud with the
steel claw.  Bud dives.  The gripper hits his helmet a glancing blow.  Bud
kicks away rapidly, letting nylon rope pay out.  We see he has managed to tie
one end to Geek's skids.  Coffey hits the button to activate the ROV, sending
an acoustic pulse to Geek's transponder.  The little robot, pregnant with its
load of death, turns nimbly around and dives out and down toward the void.

Coffey pivots his bid machine toward Bud.  Bud strokes rapidly to a large
jumble of wreckage.  He loops the rope around a twisted pipe.  Big Geek is
hauling ass away from him.  The line snap taut an instant later.  The ROV
strains, like a Rottweiler on a leash... trying to go.  The rope is slipping
as Bud fights to make a knot.

Flatbed slews around, thrusters whining.  As it banks, it hurls up clouds of
sediment from the escarpment face.

Through the front panel we see Coffey jerking on the controls.

The big arm extends menacingly.  The smaller from manipulators open.  An
enormous predatory instinct, its lights blaring.

The big machine roars forward.  Straight at Bud.

Bud gets his knot partly done.  See Flatbed looming.

Glare-lit in its lights, Bud grabs a handlehold and pulls himself downward as
Coffey closes the last few feet.

One manipulator slams into his backpack, tumbling him, and the sub's underside
rakes across his legs as it passes over.  Flatbed crushes into the tangle of
pipework.  K-CRUUUNCH!!

INT. FLATBED                                                            182

Coffey is slammed hard over the controls, up into the front dome port.  He
gets back in the seat.  Strains to free his machine.

EXT. DEEPCORE/BIG GEEK/FLATBED                                          183

Bud swims clear, diving down at an angle along the wall, hoping to stay in
Coffey's blind area.  Flatbed backs out of the wreckage in a cloud of debris.
It pivots toward Bud.  Moves after him.

Nearby, the ROV is whining mindlessly, trying to please.  Trying to GO.
DETAIL OF ROPE attached to wreckage, as Bud's knot begins to slip.  The nylon
line starts to play through the knot slowly.

BUD has gotten himself into a bad position.  Along the bare rock face of the
cliff wall he is naked, nailed in the spotlights like a rabbit in front of a
truck.  Coffey puts the hammer down, thrust levers all the way forward.
Flatbed surges forward, multi-limbed and demonic.  There's no cover, side to
side, up or down.

Coffey has him head in his lights.  Suddenly a bright glare blasts in,
blinding Coffey.  He looks up to see Cab One rushing down upon him, full
throttle.

At the last moment LIndsey slams the thrusters full-lock and the submersible
slews sideways, slamming its heavy skidplate into Flatbed's cab.  Coffey is
smashed sideways by the shock.  He fights to control his vehicle.  Lindsey
looks up to see Coffey's sub gun it up over the wall, out of sight.  She
cruises up over Bud.

                                LINDSEY (V.O.)
                Get in!

Bud gets the lockout hatch open and clambers up into Cab One's belly.

INT./EXT. CAB ONE                                                       184

Bud flops over the lip of the hatch and slams it shut.  He ditches his helmet.
Lindsey raises her vehicle warily above the wall.  Through the front port
there is not sign of Coffey.

                                LINDSEY
                You owe me one, Virgil.

                                BUD
                Can we negotiate later?  There's Big Geek.

He points.  Through the front port, they can see the ROV still straining at
its leash.  Lindsey dives toward it, simultaneously working the controls to
open her own small manipulator claws.

EXT. DEEPCORE/WALL, ETC.                                                185

The last few feet of the rope slip through the knot.

Big Geek happily surges forward.  It dives gracefully down into the void,
trailing the yellow rope like a kite tail.

ONE CAB ONE, Bud and Lindsey through the front port.

                                BUD
                Go after it!  We gotta catch it!

FLATBED DROPS INTO FRAME BEHIND THEM, dwarfing little Cab One.  They are
slammed viciously as Coffey's submersible hammers into them.  She hits full
throttle.  Coffey floors it after Lindsey, ramming her from behind with his
more powerful vehicle.  With difficulty Lindsey maintains trim.

She arcs back toward the rig.  Flatbed slams her again, for the side.  She
fights for control.

INT./EXT. CAB ONE                                                       186

Bud is tossed around, ricocheting off the walls.  Lindsey flies with her
jaw set.  Fighting hard for control.  The A-frame of the rig looms before her.
She shoots through at full throttle.

EXT. DEEPCORE AND OCEAN TERRAIN                                         187

Now the fight is really on.  The two subs are dodging between the cylindrical
modules at full throttle, slamming into each other and the steel pressure
hulls.

Coffey sideswipes the smaller sub, jamming it sideways.  It screeches along
the flank of one of the trimodules.

They head out over empty terrain in a flat-out speed run.

Lindsey is jinking and dodging as Flatbed, roars along behind her, tearing
up the bottom with its powerful backwash.  Lindsey carves hard around a rock
pinnacle, finding herself running parallel to the edge of the abyssal canyon.
Coffey is ramming, hammering from behind, then from side to side.

Lindsey snarls.  He's pissing her off.  He shouldn't do that.

Ahead, out of the blackness, another outcropping.

Lindsey rises, cuts right.

Smashes down into Coffey's craft.  Timing it just right.  He skids catch in
the rocks.

Flatbed slews violently, nosing down.  Crushing into the rocky bottom.
Pressing the advantage, Lindsey hammers into Flatbed from behind.

It smashes full force into a second spire, spinning out of control.

Tangles together, the subs slide down an embankment toward the edge of the
wall.  With her one remaining thruster she jerks clear of Flatbed and grounds
her crippled sub.  Flatbed tumbles over the edge.

ANGLE DOWN THE WALL as it falls, trailing a cloud of sediment like a comet's
tail, down into the unfathomable blackness below.

INT. FLATBED                                                            188

Inside the machine, Coffey is fighting for control.

He has no buoyancy or motors and the craft continues its mad plunge.  As the
pressure intensifies the hull begins to groan, and steel fitting scream with
the enormous load.

A tiny silver fracture shoots partway across the front bubble.  Grows.
Coffey gives up fighting.  Just stares, wide eyed, at his death.  A damned
soul dropping into the bottomless pit.

The fracture line arcs rapidly across the dome port.

Suddenly, a scythe-like curtain of seawater, under tons of pressure, slashes
into him.  A moment later the bubble implodes, and Coffey disappears in a
bloody froth of churning water, air and glass shards.

EXT. CANYON WALL                                                        189

Flatbed looks like a toy, tumbling away down the wall.

Soon its lights vanish.

INT. CAB ONE                                                            190

They're both going to have a lot of bruises...

Lindsey is surveying the damage.  Water is spraying down on them like a
shower, and lights are flickering.

                                LINDSEY
                You did okay, back there.  I was fairly
                impressed.

                                BUD
                Not good enough.  We still gotta catch Big Geek.

                                LINDSEY
                Not in this thing.

Lindsey is flipping switches.  Nothing works.

                                BUD
                You totaled it, huh?

                                LINDSEY
                Yeah.  So sue me.

Bud looks down.  There's already about a foot of water sloshing around the
floor at their feet.

                                BUD
                It's flooding like a son of the bitch.

                                LINDSEY
                You noticed.

She picks up and hand-mike of the underwater telephone.

                                LINDSEY
                Deepcore, Deepcore, this is Cab One, over.

She waits.  No response.

                                BUD
                Try again.

                                LINDSEY
                Deepcore, this is Cab One.  We need assistance,
                over.  Deepcore, this--

With a SEARING CRACKLE or arc-light, a power panel shorts out and everything
goes black.

                                LINDSEY
                Well, that's that.

                                BUD
                Wonderful.
                          (looking around)
                There's some light from somewhere...

A faint illumination, dimmer than moonlight, washes in through the front port.
Lindsey scrunches up against the acrylic and scans the darkness.

                                LINDSEY
                Over there.  It's the rig.

A glow, beyond a rock promontory... like the lights of a town just over the
hill in the desert.

                                BUD
                Good hundred yards, I'd say.

                                LINDSEY
                They'll come out after us.

                                BUD
                Yeah, but it's gonna take them a while to find
                us.  We better get this flooding stopped.

He picks up his helmet and clicks on the light.  Using the thing like a bulky
flashlight.  The water is really pouring in, spraying them like a shower...
almost two feet deep already.

                                LINDSEY
                You see where it's coming in?

                                BUD
                Somewhere behind this panel.  Hold this.

She takes the light and he tries to reach the burst weld, which is blocked by
a steel switch panel and a bunch of conduit.

                                BUD
                Can't get to it.  Have to pull this panel off.
                You go any tools?

                                LINDSEY
                I don't know, look around.

Bud scans the cramped interior, feels around under the water.  It's past his
knees.

                                BUD
                Nothing.  Son of a bitch.  All I need's a goddamn
                crescent wrench.

He grabs the panel in both hands and starts torquing on it, trying to wrench
it off the wall.  Heaves on it repeatedly.  Finally stops, panting.  He's
breathing hard now, and it's not just effort.

                                BUD
                Son of a bitch!

                                LINDSEY
                Calm down, Bud.

A nervous edge in her voice now.  Bud's turning all around, looking around
for anything, trying to think fast.  Water up to their waists.  The sea
closing in.

                                BUD
                Okay... okay.  We gotta get you out of here.

                                LINDSEY
                How?

                                BUD
                I don't know how!

                                LINDSEY
                We've only got one suit.

                                BUD
                I know!  I know!  But we better come up with
                something.

                                LINDSEY
                Aaargh!!  I'm freezing!

She climbs up on the pilots seat, scrunching right up against the ceiling,
keeping as much of herself as possible out of the frigid water.  She's
shaking all over with the cold, and getting drenched from above by water
pouring in.

                                LINDSEY
                Okay, look, you swim to the rig and come back
                with another suit.

                                BUD
                Seven, eight minute swim each way... not enough
                time.  Look at this...
                       (the rate of flooding)
                Time I get back you'll be--

That stops the conversation for a second.  About two feet of airspace left.
Bud can't believe what this is coming down to.  They both stare at each other
for a long moment.

He makes a decision.  Starts pulling off his backpack.

                                BUD
                Alright, put this on.

                                LINDSEY
                What, you growing gills all of a sudden?  You
                got it on, keep it on.

                                BUD
                Don't argue, goddamnit, just--

                                LINDSEY
                No way!  Forget it.  Not an option.

Bud has his pack off uncoupling it.  She keeps fighting his hands, stopping
him, hooking it back up.  The desperation of the situation fuel the struggle.

                                BUD
                Lindsey, just put the thing on and shut up--

                                LINDSEY
                NO!!  Now be logical, Bud, you're--

                                BUD
                FUCK LOGIC!!

They're both right up against the ceiling, water up to their chests.
Lindsey's lips are blue and trembling from the cold.

                                LINDSEY
                Listen... will you listen to me for a second!?
                You're for the suit on and you're a better
                swimmer than me.  Right?  So I got a plan...

                                BUD
                What's the plan?

                                LINDSEY
                I drown, you tow me back to the rig--

                                BUD
                WHAT KIND OF PLAN IS THAT!??

Lindsey's gut-scared... shaking violently, her eyes wide.  But she's keeping
it together.  Thinking it out.  Bud see the bottomless pit opening to take her
and he can barely think.

                                LINDSEY
                Look, this water is only a couple degrees above
                freezing.  I drown.  I go into deep hypothermia...
                my blood like icewater.  I can maybe be revived
                after ten, fifteen minutes.  You got all the
                stuff to do it on the rig.

Bud stops moving and looks into her face, inches from him.  The water is up
to their necks.  He knows that, as always, infuriatingly, Lindsey is right.

                                BUD
                It is insane.

                                LINDSEY
                It's the only way, Bud.  Now trust me.

She takes a deep breath.  Before her nerve fails she busies her hands on his
suit, rehooking everything.

                                BUD
                Jesus, I don't believe this is happening.

She raise his helmet.  Water up to their chins.  They lock eyes, inches
apart.  He can feel her breath on his face... maybe for the last time.

                                BUD
                Oh God, Lins... I--

                                LINDSEY
                Tell me later.

He grabs her head in both hands and pulls her mouth to his.  They lock
together in a fierce kiss, fueled by passion and terror... the naked
realization of love hanging over the abyss of death.

She breaks away at the last possible second and quickly pulls his helmet
over his head.  Seats is down over the neck ring.  Lock the bail-out handle,
sealing it.  Even with her head press up into the highest point of the
ceiling, Lindsey's mouth is barely above water.  She give a scared little
laugh.

                                LINDSEY
                This is maybe not such a great plan, is it?

She is half-paralyzed with the cold, shaking pathetically.  Puts her face to
the glass of his helmet.  Seconds to go.

                                LINDSEY
                Hold me.  Hold me, Bud... I'm so scared...

He can't hear her, but he read her lips.  They clutch each other desperately.
The embrace last while the water rises over her mouth and nose.  She starts
to choke.  Her hands grip his shoulders like claws.  She bucks and thrashes.
Bud holds her, and a scream tears loose from him, a pure agony of the soul.

                                BUD
                NOOOOO!!!

The freezing seawater races into her lungs.  Her finger go slack, and her
hands float lifelessly.

Bud stares, transfixed, as the last tiny bubble trickles out of Lindsey's open
mouth.  He kicks himself into gear, fingers frenzied as he spins the wheel of
the lockout hatch.

                                                                CUT TO:

INT. DEEPCORE/COMMAND MODULE                                            191

TIGHT ON VIDEO SCREEN, one of the outside cameras.  A ghostly figure swims out
of the darkness, towing something.

                                ONE NIGHT
                It's Bud.  Oh my God... that's Lindsey!

                                BUD (V.O./faint)
                Deepcore, Deepcore, do you read?

                                HIPPY
                Read you, Bud.  We're here.

EXT. DEEPCORE                                                           192

Bud swims with long, powerful kicks, towing Lindsey.  Her arms and legs float
as gracefully as seaweed waving in a gentle current.  Bud's voice comes in
short rasps, breathing hard, but icy with control.

                                BUD
                Go to the infirmary... get the cart .. oxygen...
                de-fib kit... adrenaline in a... ten cc
                syringe... and some... heating blankets.
                You got all that?

                                HIPPY (V.O.)
                Got it. Over.

                                BUD
                Meet me in the moonpool.  Move fast.

INT. INFIRMARY                                                          193

The door crashes open and Jammer thunders in.  He picks up the CPR cart, meant
to roll on wheels, and carries it out past Hippy, Catfish, and One Night, who
are crowding in to get the rest of the equipment.  They ransack the place in
about ten seconds, grabbing everything they might need and half of everything
else.

EXT. DEEPCORE/UNDER THE MOONPOOL                                        194

Bud moves up toward the rectangle of light, towing Lindsey to the diving
platform.  Through the surface we can see the others arrive at the edge,
looking down.

INT. SUB-BAY                                                            195

Hippy and Catfish are setting up the cart and the oxygen kit, dropping things,
making mistakes.  One Night is teaching herself how to fill a syringe from a
bottle of adrenaline.

                                SONNY
                Here he comes!

Jammer and Sonny leap into the freezing water, waist deep on the submerged
diving platform.  Bud bursts to the surface.  Together they haul Lindsey
across the platform, out of the water, and onto the deck.  Her skin is blue-
white, her chest still.

Bud rips his helmet off in a near-frenzy, like a man possessed, a man with a
mission.  The others are galvanized by his energy even though they all see
Lindsey as dead, a corpse... cold and inert.  Water flows from her mouth and
nose and her lips are blue, her limbs completely limp.  Hippy peels back one
eyelid, to find the pupil fixed and dilated.

But when Bud shouts for them to move, they move.

                                BUD
                Turn her over!

They flip his wife's body over.  He straddles her, pushing down with both
hands in the middle of her back.  Seawater gushes from her slack lips.  He
does it again until the flow stops, then flips her onto her back.

                                BUD
                Come on, hurry!  Gimme the de-fib...

One Night and Catfish are fumbling with the emergency cart equipment.  They've
all been trained in CPR and use of the gear but that was years ago, and is a
friend they're working on.  They're all thumbs.  Catfish drops the electrodes,
picks them up quickly, hands them to Bud...

                                CATFISH
                Here, here, here... no, you got to have bare
                skin, or it won't...

Bud rips into her clothing, opening her jumpsuit, literally tearing away her
T-shirt, revealing her bare chest... bony and still.

                                BUD
                Jesus.  Gimme those, come on.  Catfish, move it,
                man!  Come on... come on!

He slaps the things into Lindsey's bare skin, one on the sternum and one on
the side of the rib cage.

                                BUD
                Is that it?  Is this right?

                                HIPPY
                Yeah!  I mean, I don't know... it looks right.

                                BUD
                All right.  Do it!

One Night hits the switch and Lindsey's body convulses.  It is a pure muscle
reflex, and when it is over, there is not a hint of life.  Hippy pushes him
back and puts a black rubber oxygen mask over her mouth.  He opens the valve
on the cylinder and starts pumping the squeeze bag.  They start packing
electronic blankets around her to fight the intense hypothermia

                                BUD
                Do it again, One Night.  Zap her again!

The current hits Lindsey again and her back arches.  Bud doesn't wait for a
result... he's in his own reality now, driven.  He's doing it all at once,
somehow, in a senseless frenzy... pumping on her chest with his hands,
squeezing the oxygen bag, placing the electrodes.

                                BUD
                Aw.  Christ... come on, baby.  Again!  Do it
                again!

Lindsey's back arches.  Her body relaxes, inert.

                                BUD
                Come on, One Night... what are you waiting for?

A hush seems to have fallen over the group.  They know instinctively that it's
over.  But Bud can't accept it.  He looks at them, beseechingly, like they
are somehow intentionally holding out on him.  One Night starts to cry,
quietly.

                                CATFISH
                                (gently)
                Bud, it's over, man.  It's over.

There is a beat of silence.  Bud stares down into Lindsey's half-open,
motionless eyes.

TIGHT ON LINDSEY'S EYES, moving in until the pupil FILLS FRAME, a black void.

REVERSE, HER POV.  SILENCE.  A distant, distorted image, we see Bud, One
Night, Jammer, Hippy, Catfish, staring down.  It is like the circular top of
a dark well, their faces shimmering as if through the surface of water.  It is
as if we are in a well, descending, looking up at a circle of faces growing
smaller as we drop away... smaller and smaller, receding until it becomes
a point of light in the void, like the fading bright dot at the center of a
turned-off TV.

TIGHT ON BUD, rigid, staring.  Catfish puts his hand gently on Bud's shoulder.
Suddenly Bud tears Catfish's hand away and sets upon Lindsey like a madman,
renewing his efforts in spades... totally manic.

                                BUD
                No!  NO!  She's not... her heart is strong,
                she wants to live... can't you see that?  Come
                on, Lins.  Come on, baby!  Zap her again!  Do
                it... DO IT!

They do.  And Bud works, feverishly.  He lock his lips over hers and starts
mouth-to-mouth.  It is frantic, passionate... the kiss of life.

                                BUD
                Come on, breath!  Goddamn it, you bitch, you
                never backed down from anything in life... now
                fight!

He slaps her face, hard.  Her head lolls.  He smacks her the other way.

                                BUD
                Fight, Goddamnit!

LINDSEY's POV, from the bottom of the great well.  The circles of faces and
light rockets toward us in the blackness, as we soar upward from the pit.  We
see Bud yelling, but his voice is distant, windlike.

                                BUD
                FIGHT!!

TIGHT ON LINDSEY, still.  Then something incredible happens.  Something they
will never forget as long as they live.  Lindsey coughs once, weakly, and her
hands clench in a spasm.

Bud see it and his expression becomes beatific.

                                BUD
                Come on, Lins.  You can do it... fight your
                way back, baby...

The others look on in wonder as Bud wills this woman back.

She starts to cough, weakly at first... then more violently as she draws air
into her lungs.  Bud crouches over her, rubbing her limbs... trying to re-
establish circulation.  It is like a difficult birth.  Lindsey comes hacking
and howling back into the world, wet and naked and fighting for breath.

Bud puts the oxygen mask over her face and she draws breath after agonized
breath.  He pushes her wet hair back from her face with his trembling hands,
and watches her breathe.  Color is returning to her skin as she lies there,
gasping weakly.

ONE THE GROUP... Catfish, Hippy, One Night, Jammer, the others... they're
all grinning, crying, beaming... gazing at the miracle of her rebirth.

ON BUD... tears are streaming down his face.

                                BUD
                   (a whisper, fierce and harsh)
                You did it, ace.

                                                                DISSOLVE TO:

INT. DEEPCORE/QUARTERS -- LATER                                         196

TIGHT ON LINDSEY, sleeping peacefully.  WIDER shows Bud hovering over her,
attentive.  They are alone in Bud's tiny cubicle.  Perhaps twenty minutes
have passed.  She is completely swaddles in blankets, except for her face,
and looks like a waif.

Lindsey's eyes flutter and open.  The first thing she sees is Bud, bending
over her.  He can't help himself.  The tears break again and roll down his
cheeks.  She seems terribly fragile, but bright and aware.  She smiles,
faintly... touches his cheek.

                                LINDSEY
                Hey... big boys don't cry, remember?

                                BUD
                Hi, lady.

                                LINDSEY
                Hi, tough guy.  I guess it worked, huh?

                                BUD
                'Course is worked.  You're never wrong, are you?
                How d'you feel.

                                LINDSEY
                I've been better.  Next time it's your turn,
                okay?

Bud's expression turn inexplicably grim.

                                BUD
                Well, you got that right.

                                                                CUT TO:

INT. SUB-BAY                                                            197

TIGHT ON BUD'S EYES, as Monk's fingers insert acrylic scleral lenses under his
eyelids so he can see in the fluid helmet.

WIDER reveals Bud is wearing the SEALs' deep suit.  Everybody is grouped
around, buckling and zipping.  He is hyperventilating with an oxygen mask,
part of the procedure for transitioning from air to fluid breathing.  Monk,
on his stretcher, is presiding.  The resident expert.  Lindsey is wrapped in a
blanket, still looking wan and frail.  She doesn't have the strength to resist
Bud's will, but she's trying.

                                LINDSEY
                No, Bud, no... not you.

                                BUD
                Who then?

She looks around at the others.  Sees their eyes.  The fear.  Has her answer.
He lowers the helmet over his head.  Catfish clamps it down.  We see what's
driving him... his sense of responsibility for these people, for not being
able to prevent this situation.

He touches her cheek, one last time.  She sees his fingers are trembling.
Then he puts on the gloves.  Catifsh is strapping a KEYPAD UNIT onto Bud's
forearm.  Lindsey wants to scream... to stop this madness.

                                BUD (muffled)
                So I'll hear you, but I can't talk?

                                MONK
                The fluid prevents your larynx from making
                sound.  It'll feel a little strange.

                                BUD (muffled)
                Warning you now, folks, I'm a lousy typist.
                              (a beat)
                The moment of truth, huh?

His breathing is shallow and tense.  He looks at Lindsey.  The eyes of a
condemned man.  She squeezes his hand.  He takes a deep breath.

                                BUD
                Okay.  Let's rock and roll.

Monk gently cracks a valve on the suit's feed line.  The breathing fluid (3M
fluorocarbon emulsion FX-80) swirls into the helmet.  Bud reflexively raises
his chin.  The liquid fills toward his mouth.

                                MONK
                Relax now, Bud.  Just keep breathing as it
                fills... don't fight it.  Take it in.  Just let
                yourself take it in.

Suddenly, there's nothing in there to breathe but liquid.  His eyes go wide,
instant panic.  He starts to thrash.  Chest heaving.

                                MONK
                Hold him.  Hold him.  This is normal... it'll
                pass in a second.  You're gonna be okay.  We all
                breathe liquid for nine months, Bud.  Your body
                will remember.

Lindsey grabs Bud's shoulders, steadying him.  He finds her eyes, the look
calming him.  He's passed into a realm from which she has already returned.
His spasms subside.  He begins to "breathe" normally.  He gets a goofy look
of wonder on his face, not really believing what he's experiencing.  He is
alive, alert and quite completely drowned inside the FBS helmet.  He grins.
Gives a big thumbs up.  Lindsey picks up a microphone.

                                LINDSEY
                Can you hear me okay?
                          (another thumbs up)
                Try your keypad.

Bud taps out a brief message.  FEELS WEIRD - YOU SHOULD TRY THIS prints out
on their portable monitor.

                                LINDSEY
                I already have, moron.

They help Bud to the edge of the dive platform.  Jammer and Hippy lower Little
Geek into the water and Bud grabs onto it.  Hippy yells right up next to his
helmet.

                                HIPPY
                I redid Little Geek's chip the same as Big Geek!
                He should take you right to it.  All you gotta
                do is hang on!

Lindsey crouches at the edge to watch Bud submerge.

He looks up at her as he drops away.

In a few seconds, she can't see him.  Her chin quivers, minutely.

EXT. DEEPCORE/THE WALL                                                  198

FROM FAR BELOW, Deepcore is a faint tiara of lights, above in the blackness.
A single moving light appears above, at the edge of the cliff, and starts
down.  It grows large, resolving into Bud, free-falling down the wall.

He gathers speed as Little Geek's vertical thruster drives them down.

Bud looks down.  Between his feet he can see a short way down the wall in the
glow of his single light, and beyond that an unfathomable blackness.  The wall
unrolls upwards out of the darkness like a convoluted gray drapery.  He looks
up.  The lights of Deepcore are gone.  He feels  more alone than he has ever
felt.  He types out:  CANT SEE YOU

                                LINDSEY (V.O.)
                We're right here with you, Bud.  Your depth is
                3800 feet.  You're doing fine.

Bud comes upon the twisted wreckage of the crane, hanging against the wall
like a forty-ton yo-yo at the end of the umbilical.

INT. COMMAND MODULE                                                     199

Everyone is grouped around the monitor screen, watching Bud's telemetry.  Bud
types out: GOOD DEAL ON SLIGHTLY USED CRANE.  They watch the depth meter
counting down.

                                MONK
                4800 feet.  It's official.

                                LINDSEY
                Bud, according to Monk here, you just set a record
                for the deepest suit dive.  Bet you didn't think
                you'd be doing this when you got up this morning.

The screen print out:  CALL GUINESS.  They laugh.  So far so good.  Seconds
later...

                                HIPPY
                One mile down and still grinnin'.

EXT. THE WALL                                                           200

WIDE SHOT.  Bud is a tiny spider dropping down the wall in a pathetic little
pool of light.  The wall is sterile brown-gray, devoid of life at this depth.
LOOKING DOWN, as the light shrinks to a star and vanishes in the blackness
yawning below.

INT. COMMAND MODULE                                                     201

Lindsey has the microphone gripped tightly, and the lightness in her voice is
a bit brittle.

                                LINDSEY
                8500 feet, Bud.  Everything okay?

                                MONK
                Ask him a pressure effects.  Tremors, vision
                problems, euphoria.

                                LINDSEY
                Ensign Monk want to know how you feel.

ON THE SCREEN, printing out: COLD.

                                LINDSEY
                Big baby.

Then:  HANDS SHAKING.  HHARD TO TYPE.

                                MONK
                It's starting.  It hits the nervous system
                first.

                                ONE NIGHT
                Keep talking, Lindsey.  Just let him hear your
                voice.  It doesn't matter what about.

                                LINDSEY
                Don't forget Bud, you're being graded on spelling
                as well as sentence structure, so concentrate,
                okay?
                              (long pause)
                Bud, I... uh, there's some things I want to say.
                It's hard for me.  I'm not of those softy, gooey-
                center-type people.  It's not easy, you know,
                being a cast-iron bitch.  It takes discipline
                and years of training.  A lot of people don't
                appreciate that.

Lindsey has somehow tuned out the others in the room.  In her mind she is
with Bud, out in the darkness.

                                LINDSEY
                But is wasn't all bad.  I know that.  You
                remember that bike trip... we rode the Honda
                up through Oregon?  It took me a week to get my
                hair untangled, but I've never been happier.  It
                was the most... free... I've ever felt.  I'm
                sorry I can't tell you these things to your face.

EXT. THE WALL                                                           202

Bud is visibly trembling, gritting his teeth... holding on as the vise-grip
of pressure takes him.

                                LINDSEY (V.O./filtered)
                It's pitiful.  I have to wait until you're
                freezing in the dark and there's ten thousand
                feet of water between us.  I guess I'm babbling.
                I'm sorry.

Bud struggles with his keyboard.

INT. COMMAND MODULE                                                     203

ON THE SCREEN:  YOU ALWAYS DID TALK TOO MUCH

Somehow's she's smiling and on the verge of tears at the same time.

                                HIPPY
                Two miles down and still grinnin'  Comin' up on
                the big ten thou'.

                                ONE NIGHT
                Bottom's still a mile and a half down.

EXT. THE ABYSS                                                          204

BLAM!  Bud jerks as his dive light implodes.  He still has Geek's floodlights.
He falls on.

INT. CONTROL MODULE                                                     205

                                HIPPY
                12000 feet.  Jesus, I don't believe he's doing
                this.

                                LINDSEY
                Shut up, Hippy.  Bud, how you doing?

He types: SE LUMINUS THINNGS

Everyone snaps suddenly alert.

                                HIPPY
                Uh, oh...

                                LINDSEY
                What kind of luminous things, Bud?

                                CATFISH
                Maybe it's... you know... them.

The screen prints out:  ITS OK. SQUID. GLOWING SQUID.

EXT. THE ABYSS                                                          206

Bud is in an enormous school of bioluminescent squid, graceful, attenuated
creatures less than a foot long.  Thousands of then glide in ghostly arcs
around him, filling the black void as far as the eye can see.  He stares at
them in wonder.  Reaches out and touches one, catches it, lets it go.  Are
they really here?  He can no longer be sure of his own perceptions.

INT. CONTROL MODULE                                                     207

Another message from Bud:  THINK THEYR REAL.

                                MONK
                He's losing it.  Talk to him.  Keep him with us.

                                LINDSEY
                Bud, it's the pressure.  Try to concentrate.
                Concentrate on my voice.  Just listen to my voice.

EXT. THE ABYSS                                                          208

Bud emerges from the school of squid.  As he falls, they form a luminous plane
of swirling colors above him.  He stares upwards, transfixed.  BUD'S POV, the
ghostly blizzard of luminescence above him.  A spectral form takes shape in
the patternless glow... resolving into Lindsey's face, a hundred feet wide.
Gazing down at him, her expression sad.  Her image receded away from him into
the darkness above as he falls.

DOWN ANGLE ON BUD, reaching up in anguish.

INT. CONTROL MODULE                                                     209

Lindsey watches as Bud haltingly types out:  YOUR GOING AWAY

                                LINDSEY
                I'm not going away, Bud.  I'm right here, right
                here with you.  This is Lindsey, Bud.  I'm right
                here.

                                ONE NIGHT
                Signal's fading.

                                HIPPY
                We're losing juice... kill everything we don't
                need.  Catfish, knock out those lights.

Everyone hustles to comply.  The room is plunged into darkness, the faces of
the group lit only by the ghostly CRT screen.

                                ONE NIGHT
                Run it through the digital processor, cook it as
                much as you can.

                                CATFISH
                Seventeen thousand feet.  Good Christ Almighty,
                this is insane.

EXT. THE ABYSS                                                          210

Bud is shaking violently, as if with palsy.  His eyes keep rolling back, and
he's having a hard time staying conscious.  He tries to type a message and he
can't.  The tons of pressure per square inch are short-circuiting his nervous
system.  Suddenly K-BAM!  Little Geek's pressure hull implodes.  Its lights
go out.  BLACKNESS.

INT. CONTROL MODULE                                                     211

                                ONE NIGHT
                Little Geek just folded.

                                HIPPY
                Bye, little buddy.

                                MONK
                He can still make it.

                                LINDSEY
                I know how alone you feel... alone in all that
                cold blackness... but I'm there in the dark
                with you, Bud you're not alone...

Lindsey seems not to be in the room, but to be with him, seeing what he sees.
She is oblivious to the others.

EXT. THE ABYSS                                                          212

Blackness.  Then a bright light appears... he's lit a MAGNESIUM FLARE.

It's fierce, flickering glare lights his plunge.  Bud discards the stalwart
little ROV and free-falls like a skydiver without a chute.  Out of control, he
hits a ledge and rolls off.  Tumbles forward in a cloud of debris.  He hits
another outcropping, limp as a rag doll.  Rocks and sand rain down with him
as he continues his descent.

Bud us quivering, teeth locked in a titanic rigor.

He pulls his arms and legs slowly into a fetal position.

In the plunge toward death he has gone he has gone full circle, returned to
the womb in which we all breathe the water of life before we know the world of
air and light.  Still, there is Lindsey's voice, faintly in his helmet.

                                LINDSEY (V.O.)
                You remember that time, you were pretty drunk,
                you probably don't remember... the power went
                out at the old apartment, the one on Orange
                Street... and we were staring at that one little
                candle, and I said something really dumb like
                that candle is me, like every one of us is out
                there alone in the dark in this life...

INT. CONTROL MODULE                                                     213

TIGHT ON LINDSEY as she grips the microphone.  Her voice has become a hoarse
whisper.  Her eyes are intense, focused on a point far beyond the walls of the
room.

                                LINDSEY
              ... and you lit another candle and put it beside
                mine and said "that's me"... and we stared at
                the two candles, and then we... well, if you
                remember any of it, I'm sure you remember the
                next part.  Bud, there are two candles in the
                dark.  I'm with you.  I'll always be with you.

EXT. THE ABYSS                                                          214

A tiny flickering light moves down along a vast black wall.  Bud falls on in
dream-like solitude, a candle in the dark.

INT. CONTROL MODULE                                                     215

Catfish gently takes the microphone from Lindsey's hands and leans close.

                                CATFISH
                How you doin', podner?  Still with us, come-back?
                Talk to us, Buddy boy.

They watch the screen, expectantly.

Nothing.  Hippy and One Night start checking the equipment.  Lindsey tried
unsuccessfully to keep the terror our of here voice.

                                LINDSEY
                Bud?  You hangin' in there?  Talk to me, Bud.
                Are you okay?

There is an agonizing pause, then the letters appear slowly:  SHAKING STOPED.
FEEL BETER.  SOM LITE BELOW.

                                LINDSEY
                What kind of light?

LIGHT EVYWHER.  BEAWTIFULLL

                                MONK
                He's hallucinating badly.

EXT. THE ABYSS                                                          216

Bud is no longer in pain.  His expression is rapt.

LOOKING DOWN, past his to a ghostly landscape.  His last flare sputters out,
but there is light.  Bioluminescent algae carpet the walls of the canyon
below him.  And he's right... it is beautiful.

The water is so clear we can see down 500 feet past Bud's tiny, silhouetted
figure, to a vast landscape faintly revealed in spectral pastels.  Barren as
the moon but exquisite, serene.  Changeless.  A place unseen by human eyes.
Like a firefly below, the lights of Big Geek are visible.  Bud descends toward
the ROV, which has grounded on a narrow shelf.  Below the shelf, the wall
slopes out, suggesting we are near the bottom of the canyon but can't see it.

ONE BIG GEEK/MIRV, sitting there like a dumbshit.  Bud's feet thump into the
sediment next to it, stirring it luminous particles.  Touchdown... three and
half miles of water over his head.  Bud leans over the warhead in a swarm of
fireflies.

INT. CONTROL MODULE                                                     217

AT GEEK prints out.  Monk takes the headset gently from Lindsey.

                                MONK
                Okay, Bud, we'll go step by step.  Take the
                cover plate off the firing box.

A long pause.  Then... PLATE OFF

                                MONK
                All right, Bud, you have to cut the ground wire,
                not the lead wire...

EXT. ABYSSAL LEDGE                                                      218

Bud is peering into the detonator unit.  How bad is he?  We can't tell.

                                MONK (V.O.)
                It's the blue wire with the white stripe, not...
                I repeat... NOT the black wire with the yellow
                stripe.

Bud is staring.  Blinking.  The two wire look big as sewer pipes, and they're
miles away... way down there where his hands are.

The only light he has left is a CYALUME STICK.  He pulls out the little
plastic tube.  Breaks and shakes.  It starts to glow, a tiny wand of green
light.  He fumbles with his tool pouch, takes out a pair of side-cutters.
CUTING NNOW he types to them.  He reaches into the detonator.

DETAIL, THE WIRES... in the green Cyalume glow, the look identical.  The
cutters go over on wire.  A long beat.  They withdraw, then go over the other
wire...

He cuts--

INT. CONTROL MODULE                                                     219

Everyone is frozen.  Waiting.  It's very quiet.

                                LINDSEY
                Would we see the flash?

                                MONK
                Through three miles of water?   I don't know.

They're holding their breaths.  Then... STILL HERE

A cheer goes up.  Rebel yells.

                                CATFISH
                Quiet, quiet!  Save you air, goddamnit.

                                MONK
                Bud, give me a reading off you liquid oxygen
                gauge.

TEN MINUTES WORTH ID SAY.  Lindsey does white.

                                HIPPY
                It took him over an hour to get down there--

It's hopeless.  Lindsey grabs the headset from Monk.

                                LINDSEY
                Drop you weights and start back now!  The gauge
                could be wrong...

EXT. ABYSSAL LEDGE                                                      220

Bud is one his knees beside the dead warhead.  His expression is enigmatic.
He looks around slowly at the luminous canyon.  Starts to type.

INT. CONTROL MODULE                                                     221

The message comes in:  NO.  THINK ILL STAY A WHILE.  BEAUTIFUL HERE.  WORTH
ADMISSION

                                LINDSEY
                No!  You can make it!  You hear me?  Drop your
                weights... you... can breathe shallow... you...
                it could be wrong--

Lindsey's voice has twisted into a sob.  She begins to weep, quietly.

                                LINDSEY
                Oh God, Virgil, please...

DONT CRY BABY

A pause.  Then the words...

WE KNEW THIS WAS A ONE WAY TICKET WHEN I PUT THIS THING ON.  BUT YOU KNOW I
HAD TO COME.

Lindsey sobs at the mike.  The others look away.  The signal is weakening.
One Night boosts it and the screen clears briefly.

LOVE YOU WIFE.

She stares at the printout.

                                LINDSEY
                Love you.

There is no reply.

                                                                CUT TO:

EXT. THE ABYSS                                                          222

A tiny figure lies slumped beside the inert ROV, an Indian dying with his
horse in the desert.

Bud's eyelids close.  His chest barely moving.

A strange illumination bathes his face and his eyes open.  He blinks.  Weakly,
he raises his head, facing the source of the radiance.

BUD'S POV... A glowing figure hovers before him, like a vision.  It seems to
be an angel.  Seen closer, as it drifts toward him, we see that it is an
extraterrestrial being, bioluminescent like some deep-sea fish.  Its body
and limbs are transparent, and it resembles a figure made of blown glass.  A
delicate mantle or veil billows out around its like a corona, which pulsates
gently, propelling the being with the hypnotic grace of a Spanish dancer.  The
head is refined and strangely anthropomorphic, with large eyes that convey a
cold, dispassionate wisdom.

It is stunningly beautiful.

The creature settles toward him.  Unafraid, Bud extends his hand.

Its slender, blown-glass digits grasp his bulky glove.  It pulls him up from
the benthic ooze and they glide together down the slope, deeper into the
abyss.

At the limits of visibility we see faint, glowing forms moving below.  They
resolve into NTI ships.  Tiny ovoids, like the little scoutship that Lindsey
nearly collided with at the Montana wreck.  The larger manta-ships.  And
others, strangely configured, moving in the darkness below like luminous fish.

Suddenly the darkness explodes with light.  A vast, reticulated pattern of
brightly glowing lines, like some enormous circuit diagram, appears below
them, covering the floor of the abyssal trench.  It sweeps outward from the
center, as if the light were surging through channels.  The NTIs are revealing
their home to Bud.  The ships move among the spires like air traffic over a
major city.

EXT. N.T.I. STRUCTURE                                                   223

Bud and the creature descend until, between the lines of light, we see a dark
surface of inhuman design.  The shape extends beyond the limits of visibility.
Towers hundreds of feet high stretch upward from the curving surface.  It
dwarfs their figures as the descend toward it, approaching an opening that soon
yawns like a vast mouth.

They are picking up speed, swept along by a powerful current, into the mouth-
like opening.

INT. N.T.I. STRUCTURE                                                   224

Bud stares around in awe as smooth, pearlescent walls blur past him.  It is a
curving three-dimensional maze of tunnels, like a vast circulatory system,
where controlled currents of water become freeways in three-dimensional
space.  Tunnels divide, narrow, and reenter main-routes hundreds of feet
across, as the pair race through in a dizzying blur.

INT. FINAL CHAMBER                                                      225

Entering a smaller chamber they settle to the floor, and the NTI moves back a
few feet.

A shimmering plane or surface appears like a vertical curtain bisecting the
chamber.  The seawater divides, like the Red Sea, into two rippling walls.
They move apart.  Leaving Bud standing in a short, shimmering hallway.

Weakly, he uncouples his helmet and pulls it free.  Drops to his knees.
Doubles over as spasms wrack him.  Breathing fluid explodes from his lungs.
He lies gasping and coughing on the floor, dragging in deep breaths of what
he can only hope is air.  It is.

Bud slowly recovers, sitting up.  His head is clearing.  This really is
happening.  Beyond the shimmering, vertical surface of the water he sees the
NTI being joined by others, move or less identical, until a group of seven
is gathered watching him.

                                BUD
                Howdy, Uuuh... how you guys doin'?

His voice echoes metallically in the strange chamber.  Soft laps of water
from the 'walls'.

In the air a pattern of glowing lines appears, a series of what appears to be
circuit diagrams.  Bud staggers back from this strange 'screen' hanging in
mid-air.  The image is about twenty feet across.

There is a rolling jumble of static and interference which resolves into...
the face of Dan Rather, doing the evening news.  STATIC, then another
newscast.  And another.  Fragments of the same story.  The world on the brink
of war.

                                BUD
                You watch out TV?  That what you're trying to
                say?  That you know what's been going on up
                there?

The NTIs are impassive.  Static... then another newscast.

This time, we're allowed to focus on the story.  An on-the-scene interview
outside a high-tech seismology lab.  There is an air of hysteria about the
scene... technicians running across the background of the shot, people
shouting, the reporter jamming his mike at the harried-looking scientist.

                                REPORTER
              ... a Caltech scientist who is among those
                reporting an unprecedented disturbance in the
                world's oceans.  Dr. Breg, can you give us a
                clearer explanation then we're getting?

Berg is edgy and distracted.  People keeps handing him pieces of paper,
computer hardcopy.  The biggest thing in his life is happening...

                                BERG
                They're acoustic shockwaves, like tsunamis, but
                with no seismological source.  The waves are
                propagating toward the shorelines of every
                continent--

An assistant runs up, face shiny with fear, beckoning.  We see that Berg is
running scared.  The impossible bringing the greatest terror to the rational
mind.

                                BERG
                Yeah.  I'll be right there... I have to go.
                Look, we don't know what it is!  Okay?  Not the
                slightest goddamn idea!

The image dissolves into static, fades out.  Bud turns to the NTIs.

                                BUD
                You're doing it!  Right?  That's what you're
                telling me.  Yeah, you can control water...
                that's your technology.  But why?

Static again, then a brilliant flash.  Grainy stock film of a hydrogen bomb
test in the Pacific.

The film repeats, and then again, faster, and again until is merges into an
unbroken white glare.  Bud gets the message.

                                BUD
                Hey, you don't know they're really gonna do it.
                Where do you get off passing judgment on us,
                when you can't be sure?  How do you know?

The screen exploded into a staccato series of searing images, stark moments
from recent history...

US soldiers fighting in Vietnam, street warfare in Beirut, a car bomb in
Belfast, a suspect shot in the head in the streets of Saigon, burned and
bleeding children, grainy footage of corpses bulldozed into mass graves at
Auschwitz, Wermacht soldiers marching in goose-step review, a 13-year-old
contra with an AK-47...  Just glimpses, strobing... a few frames of each.
But enough.  The images continue.

HOLD ON BUD, as the lights flicker on his face, the ongoing indictment of
humanity.

                                                                CUT TO:

EXT. OCEAN FRONT WALK, SANTA MONICA, CALIFORNIA -- DAY                  226

A video news crew leaps from a Jet Ranger helicopter in a parking area and
runs to set up near the railing, facing the ocean.  Pandemonium reigns around
them, people running, driving, evacuating inland.

On the horizon, out to sea, a dark line has appeared.

It grows in height as it comes closer, a wall of water stretching across the
horizon, already hundreds of feet high and growing.

EXT. NEW YORK -- DAY                                                    227

LONG LENSE SHOT, looking seaward past the Statue of Liberty, out past the
Verazzano Narrows.  Stacked up by perspective, the distant wave is a wall of
water impossibly high, still miles out.

EXT. NAVAL BASE, KAMCHATKA PENINSULA, U.S.S.R. -- NIGHT                 228

The scene repeats on the eastern coast of the Kamchatka Penninsula in Russia,
where a full moon shimmers along the crest of a vast wave.

SIRENS wail as Russian sailors run from the docks of Petropavlovsk Naval Base.
Some stand rooted as the black glacier of water, a thousand feet high and
growing, thunders toward them in nightmarish slow motion.

EXT. OCEAN FRONT, SANTA MONICA -- DAY                                   229

The minicam crew reporter is speaking rapidly, faltering with emotion, his
voice cracking like the famous broadcast from the scene of the Hindenburg
disaster.

                                REPORTER
                The horizon has gone dark... the crowd is starting
                to run... some are just staring, unable to
                move... the wave... the wave is... it's...
                I don't know... maybe a thousand feet high
                already... getting bigger as I'm watching...
                still miles out... oh my God, Jesus... I can
                hear it...

A roar fills the air, a thunder which drowns out the people's screams, even
the rotors of the news chopper as the camera teams scrambles aboard.  They
leave the announcer standing transfixed, his face blank, eyes tracking upward
and upward as the ground begins to shake.

EXT. NEW YORK -- DAY                                                    230

The Statue of Liberty looks like a souvenir figurine at the afternoon sun is
blocked out by the cresting tsunami, an escarpment of water 2500 feet tall.

EXT. SAN FRANSISCO -- DAY                                               231

LONG LENS SHOT -- The Golden Gate Bridge and the hills of the city, the
buildings downtown.  Beyond, FILLING FRAME is the wall of sea green which
defies our comprehension.  The image shakes with the THUNDER.

EXT. MALIBU -- DAY                                                      232

A diehard surfer looks over his shoulder as the mountain of water which
transcends his worst nightmare.  He lies paralyzed on his board.

EXT. MIAMI -- DAY                                                       233

Downtown Miami crouches in terror at the feet of the shimmering monolith.

In a penthouse office suite, an executive watches the wave towering above him,
blocking out the sun, a line of raging foam appearing as it arches over,
about to break upon the teeming city.

And then...

The wave slows as it crests...

And stops.

IT SIMPLY STOPS.

2600 feet high and motionless except for a shimmering undulation of its
surface in the bright sun.  There is quiet, a faint wind and calling of
confused gulls.  Various reactions, as the thunder fades and people recover,
only to stand awed before the vast, inexplicable manifestation.  A news
helicopter passes in front of it like a dragonfly.

EXT. MALIBU                                                             234

The surfer just blinks, starting.

EXT. NEW YORK -- DAY                                                    235

On the East Coast it's the same, as the World Trade Centers are dwarfed by a
shimmering blue wall which stands... waiting.

EXT. PETROPAVLOVSK NAVAL BASE, U.S.S.R. -- NIGHT                        236

Russian seamen, lining the harbor breakwall at Petropavlovsk Naval Base on the
Kamchatka Peninsula, stare upward at the monolith of water, undulating in the
moonlight.  It seems poised to crash down, inflicting inconceivable
devastation... but it doesn't.

EXT. OCEAN FRONT WALK, SANTA MONICA                                     237

When all have seen...

The wave soundlessly subsides, slowly slipping back and down until the surface
of the sea is normal again.

VIDEO SHOT, HANDHELD, of a crowd of people watching the sea.  Moving from
face to face.  Various reactions as people respond to what they can only
understand as a miracle.  The faces... awed, stunned, tear-streaked...
laughing.  The cameraman is just walking.  Some people turn to him and smile,
or laugh, or whoop.

A woman is collapsed on a bench, crying.

A man is on his knees, shaking.

Total strangers hug each other.

A black guy, tears pouring down his face, turns to the camera with a beautific
grin.

                                GUY
                Somebody just laid it down to us, man.  Things
                ain't never gonna be the same!

PULL BACK to reveal that we are in the...

INT. FINAL CHAMBER                                                      238

Bud sits, shaken, watching the screen, as people react to their deliverance.
He turns to the NTIs.

                                BUD
                Why?  You could've done it.  Why didn't you?

The screen darkens.  Then letters appears on it, slowly printing out, as if
someone was clumsily typing them.

WE KNEW THIS WAS...

And we've seen this before so we know the rest...

WE KNEW THIS WAS A ONE WAY TICKET WHEN I PUT THIS THING ON.  BUT YOU KNOW I
HAD TO COME.

A pause, then:

LOVE YOU WIFE

The last message expands to fill the entire screen.

Bud stares at the screen, at his message of self-sacrifice, then at the
aliens.  They bow their heads, just for a moment.  A sign of respect.

CLOSE ON BUD as he begins to realize what has happened.

                                                                CUT TO:

INT. DEEPCORE/CONTROL MODULE                                            239

Lindsey is slumped in a chair, just staring.  Withdrawn.

The others are conserving oxygen and heat, huddling in the dark.

The air is looking pretty thick.  The speaker of the hydrophone transceiver
crackles to life.

                                MCBRIDE (V.O.)
                Deepcore, do you read?  This is Benthic Explorer,
                over.

                                CATFISH
                Hell yes, we read!  Good of you to join us.  How's
                that storm doin'?

                                MCBRIDE
                Well, it's strange... it just kind've blew
                itself out all of the sudden.  We're up here in
                a flat sea with no wind.  But then a lot of weird
                things've been happening.

                                CATFISH
                Well, hell, son.  You better get us a line down
                here, we're in moderately poor shape.

LATER, Hippy, Catfish, and Monk are conferring B.G. on how to get a new
umbilical hooked on.  One Night is talking to McBride on the hydrophone.

                                MCBRIDE
                They figure is was over a half mile high.

                                ONE NIGHT
                I wish I could have seen it--

She glances down at the telemetry screen, seeing movement.

                                ONE NIGHT
                Hey.  Hey!  HEY!!  Look... it's Bud.

                                MONK
                That's impossible.

Lindsey bolts to the screen.  Stares at the message printing out.

A huge grin wraps around her face.

                                LINDSEY
                No it's not.

                                MCBRIDE (V.O.)
                What's it say?

Lindsey take the mike and sits before the screen.  During the message, her
voice will go through an emotional spectrum from confusion to wonder, to a
childlike joy.

INTERCUT BETWEEN DEEPCORE AND EXPLORER BRIDGE DURING THE FOLLOWING:

                                LINDSEY
                It says...
                "VIRGIL BRIGMAN BACK ON THE AIR/HAVE SOME NEW
                FRIENDS DOWN HERE/I GUESS THEYVE BEEN HERE AWHILE/
                THEYVE LEFT US ALONE BUT IT BOTHERS THEM TO SEE
                US HURTING EACH OTHER/GETTING OUT OF HAND LATELY"

Lindsey grins as she reads the next part...

                                LINSEY
                "THEY SENT A MESSAGE/HOPE YOU GOT IT"

                                CATFISH
                I'd say that's a big 10-4, jack.

                                LINDSEY
                "THEY WANT US TO GROW UP A BIT AND PUT AWAY
                CHILDISH THINGS/OF COURSE ITS JUST A SUGGESTION."

INT. BENTHIC EXPLORER BRIDGE -- DAY                                     240

Beyond the windows the ocean is calm.  The sky steel-gray put placid.  McBride
turns to Commodore DeMarco and the Navy contingent, his eyebrows cocked.

                                MCBRIDE
                Looks like you boys might by out of business.

                                BENDIX
                Something's going on down there.  I'm getting
                some big readings....

Bendix is hunched over the sonar, and we can see the screens lit up like a
Wurlitzer.

INT. DEEPCORE                                                           241

In Deepcore the crew becomes aware of a strange subsonic rumbling.  The sonar
is going crazy.  One Night puts the headphones of her passive sonar rig up to
her ear, then jerks it away.

                                ONE NIGHT
                Whew!  Whatever this is, it's major.

The rumbling increases and a glow diffuses the water.

The glow intensifies until a blinding shaft of light blasts through the
viewport, bathing the whole interior in a cold white radiance.

A last message appears on the screen:

KEEP YOU PANTYHOSE ON/YOURE GONNA LOVE THIS

The radiance intensifies.  Everyone covers their eyes.  It flares to
WHITE-OUT.

                                                                CUT TO:

INT./EXT. EXPLORER BRIDGE -- DAY                                        242

Bendix and the bridge crew are going nuts.  All their instruments are pegged.

                                BENDIX
                Active is pinging back something big... it's
                enormous!  Coming up right under us.

                                DEMARCO
                Where?

                                BENDIX
                Where?  EVERYWHERE!!
                         (looks out the window)
                Over there!  Port bow.

EXT. BENTHIC EXPLORER AND OCEAN                                         243

A depression appears in the surface of the sea a hundred yards off, not
swirling down like a whirlpool, just dimpling down.

It gets wider.  Deeper.  Rapidly becomes a yawning pit.

The ocean is OPENING.

Now the surface is churned by turbulence.  Slow massive roils of tremendous
power boil up from the depths.

McBride leads a mass exodus onto the deck to see better.

The open becomes a roaring maw a hundred yards across.

The ships are like toys on the shimmering rim of the maelstrom.

SOMETHING RISES IN THE CENTER OF THE OPENING.  A massive spire.  Smoothly
curving and iridescent.  Off the starboard beam, a quarter mile away, another
spire rises.  Tons of seawater fall from its sides with a THUNDEROUS ROAR, the
energy of Niagara.

Off the port bow... another spire.

And another, beyond the destroyer Albany, dwarfing it.

Six towers... plus one larger, in the center.  Rising.

One the Explorer's deck, a shadow engulfs them as the nearest spire blocks out
the sun.  The air, the sea, the deck... all vibrate with the THUNDER OF
CREATION.

And now for the payoff shot:  WE'RE HIGH, LOOKING DOWN.  THE SPIRES FORM A
PERFECT RING A MILE ACROSS.  A VAST DARK FORM, LIKE A GREAT SHADOW, RISES FROM
THE DEPTHS BENEATH THE SHIPS.  THE SPIRES ARE CONNECTED.  IT IS ALL ONE.

THE NTI ARK.

It surfaces with slow majesty, gently beaching all the ships on its broad
back.  We recognize it as the structure into which Bud was led by the angelic
being, which we assumed was a city.  The Explorer rocks gently on its flat
hull, clunking massively to one side as it settles.

The bridge crew watch millions of tons of seawater streaming off the back of
the vast, slightly curved hull.  The missile cruiser rocks back and forth
nearby, high and dry... its prop whining futility.

ON EXPLORER'S DECK, McBride, Bendix, DeMarco, the rest of the Navy
contingent... they're all standing there open-mouthed, in a dream-like daze.
Touched by the hand of God.

                                BENDIX
                Look...

WHAT THEY SEE -- Fifty yards away, between them and the Albany, sits Deepcore
Two.  It looks like a particularly ugly and unwanted toy, sitting on the
glistening plain of the NTI Ark's hull.

CLOSER, ON TRIMODULE C, as the hatch at the bottom opens.

Catfish's feet appear, bicycling.  He swings down to the pearlescent 'deck'.
Stands there blinking in the sunlight, mole-like.  Jammer plonks down behind
him.  He turns, lifts Lindsey down.  Hippy, Sonny, and the rest, emerge into
the light of the sun.  A deliverance from the blackest night they will ever
know.

                                LINDSEY
                We should be dead.  We didn't decompress.

                                CATFISH
                Out blood oughta be fizzin' like a warm, shook-
                up Coke.

                                HIPPY
                They must've done something to us.

Lindsey has tears streaming down her cheeks... for the sun, for life, for
their deliverance and the larger one she knows has happened, an epiphany for
the whole human race.

                                LINDSEY
                Oh, yes.  I think you could say that.

She blinks.  Seeing something not far away.  She gives a little laugh, or
something between laughing and crying.

REVERSE, as Bud walks up the curving incline of one of the mouth-like
enterances to the NTI structure.  His suit is casually unzipped and the FBS
helmet dangles from one hand jauntily.

She starts toward him.  Breaks into a run.  Then stops a few feet from him.
Watching him come to her.

His smile, his eyes illuminating her.

He stops and she touches him, lightly.  Is this real?

The look at each other, wonderingly a moment.

Then laugh.  She sniffs loudly.

                                LINDSEY
                Hello, Brigman.

                                BUD
                Hello, Mrs. Brigman.

Their lips meet.

                                                                CUT TO BLACK


				The Fifth Element

				An original script
				by
				Luc Besson

				Revisions by
				Luc Besson
				and
				Robert Mark Kamen

				August 1995 Draft

				Gaumont and Les Films du Dauphin

FADE IN:

1	EXT.  DESERT  NILE RIVER  VALLEY - DAY

	Somewhere in the Nile at the edge of the desert.

	CREDITS  ROLL

	WRITTEN:	EGYPT 1913

	OMAR and his mule zigzag along the bottom of sun scorched dunes.

2	EXT.  TEMPLE  EXCAVATION - DAY

	The mule and the boy finally reach a camp.  A few tents dwarfed by a huge
temple door jutting out of the sand.  The camp is deserted except for
some kids by the temple entrance holding large mirrors, reflecting light
into the temple.
	Omar leaves his mule in the shade, seizes two goatskins and slips inside
the temple.

3	INT.  TEMPLE - DAY

	Omar makes his way uneasily down a pillared corridor that opens into a
vast room where an old scientist stands on a small wooden ladder in front of
the wall across the room.  PROFESSOR MASSIMO PACOLI. A young man is beside
him, BILLY MASTERSON, age 25, an American student. He has a large sketchpad in
his hands.  Behind them AZIZ, age 10, whose job is to hold the last
mirror which shines light into the expansive room.

						PROFESSOR
					(deciphering)
				"..when the three planets are in eclipse.."

	His fingers trace across the wall which is covered with symbols and
strange hieroglyphs as he deciphers.

						PROFESSOR
				"..the black hole like a door is open...
				Evil comes ... sowing terror and chaos..."
				See?  The snake, Billy.  The Ultimate Evil
				... make sure you get the snake!

	The Professor points emphatically to the snake, the symbol of Evil,
coming through the door between the three planets in eclipse.  C.U.
Billy's hand sketches the snake quickly.  He is a natural artist.

						BILLY
				And when is this door opening snake act
				supposed to occur?

	The Professor's fingers touch the signs.

						PROFESSOR
				..if this is the five..and this the thousand..

	He calculates.

						PROFESSOR
				Every five thousand years..

						BILLY
					(kidding)
				So I have some time..

	He reaches for the pad.

	ANGLE ON:  Omar.  Standing at the entrance to the chamber with the water
bag, entranced by the sight.  A skeletal hand falls on his shoulder.  Omar
turns to an ancient PRIEST in a rough milled black cannock.

						PRIEST
				I will take it to them my son.

	Startled but obedient, Omar gives the water bag to the Priest.

						PRIEST
				Go with God.. be safe from Evil..

	The Priest makes the sign of the Cross on the boy's forehead, dismissing
him.
	As soon as he is gone, the Priest turns a worried eye to the Professor.

	ANGLE ON:  The Professor is back to translating, Billy to sketching.

						PROFESSOR
				"..then arrange the elements of life against
				the Terror just so.."

	His fingers run on.

						PROFESSOR
				"..Water..fire..earth..air..four
				elements around the fifth.."

	His fingers fall on the one element that has a human shape, surrounded by
all the others.

	The Priest opens the water skin and begins to pour a vial of powder into
the skin.

	ANGLE ON:  Aziz falling asleep.  The mirror falls, the light fails.

						PROFESSOR
				Aziz!  Light!

	The boy struggles to stay awake.  The mirror comes up.

						PRIEST
				Lord forgive me.. they already know too,
				much..

						PROFESSOR
				"..in which all the history of the Universe resides
				..all the strength..all the hope..Protect us from
Evil.."

						PRIEST (V.O.)
				Amen..

	The Professor turns to the Priest who is pouring water into a tin cup
from the skin.

						PROFESSOR
				Father.. it in the most extraordinary thing..
				the greatest find in history..can you imagine
				the implications.

						PRIEST
				Only too well... here you must be
				parched..

	He hands the cup to the Professor.  The Professor takes it, has it almost
to his lips when..

						PROFESSOR
				I mean look.. it is like a battle plan..

	In his excitement he does not drink, much to the Priest's chagrin.

						PROFESSOR
				Here the Good.. Here the Evil..

	As the Priest looks up, Aziz the mirror  boy, tips his mouth under the
water skin, drinking the leakage.

						PROFESSOR
				Here..

	He points to the Five Elements.

						PROFESSOR
				A weapon against evil.  Amazing!  I am
				going to be famous.

						PRIEST
				Then let us toast to your fame!  Here Billy..

	The Priest hands Billy a cup.

						PRIEST
				Drink!

						PROFESSOR
				To fame.. salud..

	The Professor raises the cup to drink, and then...

						PROFESSOR
				We cannot toast with water.. Billy !
				In my sack.. the Grappa!

	The Priest watches, disconsolate, as the Professor tosses away his water.
Billy finishes his cup before running off into the tunnel.

4	EXT.  COLONNADE - DAY

	A muffled SOUND grows steadily louder. Outside, a monstrous linear shadow
disturbs the kid's game and gradually darkens the temple entrance.

5	INT.  TUNNEL - DAY

	Billy is looking for the grappa in the Professor's bag.  He comes upon a
machine pistol.  When the muffled SOUND suddenly grabs his attention.  He
leans toward the corridor and sees part of a spaceship appear.  Billy is
paralyzed.

6	INT.  TEMPLE  ROOM - DAY

	The Professor keeps reading over the inscription.

						PROFESSOR
				"..this perfect person.. this perfect
				being.." I do not understand this.. perfect?

						PROFESSOR
				Where is that boy? Billy!

7	INT.  TUNNEL - DAY

	Billy presses himself against the wall, in the shadows, terrified, but
sketching away like mad, as large shadowed figures lumber past him.  He
begins to blink, feeling the effects of the Priest's potion..

8	INT.  TEMPLE  ROOM - DAY

	The Professor reads the wall.

						PROFESSOR
				And this divine Light they talk
				about.. what is Divine light?

	At that moment, the reflection from Aziz's mirror drops again.  The light
fails.

						PROFESSOR
					(without turning)
				Aziz light!

	The room is flooded with light all of the sudden.

						PROFESSOR
				Better.. this is the most unbelievable thing
				I have ever seen..

	The Professor turns around, and is stunned speechless to find himself
face to face with two MONDOSHAWANS.  A dozen others fill the hall manning
the source of the light, large luminous globes.  Aziz is fast asleep.

						PROFESSOR
					(uncomprehending)
				...Uh, yes?

	The Professor is lifted up and carried off to the side by the aliens.
The KOMMANDER stops in front of the Priest who is still on his knees, face
to the ground.

						PRIEST
				Master... He was about to discover everything,
				but I had the situation under control.

	The two MONDOSHAWAN GUARDS hold the professor three feet off the ground.

						PROFESSOR
					(in a panic)
				Who are you?  Are you Germans?  Sprechen
				Sie Deutsch?

9	INT.  TUNNEL

	Billy staggers forward, a machine pistol in his hand.

10	INT.  TEMPLE  ROOM

	The KOMMANDER holds out his hand to the Priest.

						PRIEST
				What did I do wrong?

	The Priest jumps to his feet excitedly.

						KOMMANDER
				Servant, you and the thousand guards
				before you... You have done your work well,
				but we have to recover the elements. War will
				soon engulf your planet. We must keep them safe.

	The Kommander goes over to the wall and seems to be looking for a lock.
He finds it and slides in his metallic finger which is more intricate
than a key to a safe.  He turns his hand, activating a mechanism that opens
the wall.

						PROFESSOR
				Unbelievable!!!

	The Kommander turns around and crooks a finger.  One of the MONDOSHAWANS
	waves his hand, puts the professor to sleep and heads down the hallway
revealed by the opening.  He is followed by his men.  The Priest slips in
behind them.

11	INT.  ROOM 2  TEMPLE - DAY

	The Kommander steps into a vast room.  The ceiling is very high, pyramid-
shaped.  In each corner of the room, four vessels contain four
rectangular twelve-inch stones-, the four elements.  In the middle, an
opaque sarcophagus rests on an altar.  The Kommander stops and
contemplates it a moment.

						PRIEST
					(to himself)
				The Fifth Element...

						KOMMANDER
				Take them and put them in a safe place.

	His men carry out his order.

12	INT.  ROOM 1  TEMPLE - DAY

	Billy staggers across the floor, struggling to stay awake.

13	INT.  ROOM 2  TEMPLE - DAY

	The Kommander opens a case.  His men come and put the four, precious
stones in it, one by one.

						PRIEST
					(moved)
				Will the elements be gone now forever
				from this place?

						KOMMANDER
				When mankind comes to its senses.
				We will return.

						PRIEST
				Knowing mankind as I do, that could take
			centuries!

						KOMMANDER
				Time is of no importance, only life
				is important.

	The Priest nods and lowers his eyes.

	Angle on:  Billy staggering forward, raising his pistol, blinking his
eyes to focus..

	A MONDOSHAWAN puts the fourth element in the case The Kommander shuts the
	case and looks at the Priest.

						KOMMANDER
				When EVIL returns so shall we.

						PRIEST
					(head lowered)
				We will be ready, Lord.

	Billy suddenly staggers into the room, brandishing his gun.

						BILLY
				Stop.

	Billy trips, the gun goes off.  He empties the clip.  The Mondoshawan
carrying the case crumples to the ground.  The wall immediately begins to
close.  Billy fires wildly, unable to control the powerful kicking gun.

						PRIEST
				No!!!  Don't!!!

	The Priest rushes Billy.  The weapon has such a kick to it that Billy
starts shooting into the air, backs up, then stumbles and knocks himself
out.  The Priest is on the ground, seriously wounded.  So is the Kommander.
The WARRIORS are in a panic.

						CLERK
				Hurry, Kommander!  The wall's closing!!!

	The wall continues to close.  Sand pours in from everywhere.  The vast
room fills up like an hourglass.

						KOMMANDER
				A mission is a mission, Savoia.
				You'll learn that.

	The Kommander picks up the case and reaches the wall but can't get
through it.  His
	armor is too bulky, the opening too small.  He manages to get his arm and
the case through.

						KOMMANDER
				My apologies to General Kroi -- and my wife..

	The wall closes, crushing his arm.  The CLERK scoops up the case and runs
	through the huge piles of sand.

14	EXT.  COLONNADE - DAY

	The CLERK boards the ship carrying the case.  Omar hides in a corner,
frightened to death, hugging Billy's bag of drawings.

15	INT.  TEMPLE  ROOM - DAY

	The room fills with sand.  The Priest's body is soon buried.

16	EXT.  DESERT - DAY

	The huge ship's main hatch closes.

17	EXT.  TEMPLE - DAY

	The ship lifts off and speeds away. Omar emerges from the temple gaping
at the ship as it vanishes in the sky.

18	EXT.  PYRAMIDS

	A gigantic shooting star flashes above the pyramids.

19	EXT.  EARTH  ORBIT

	The ship passes in front of us and heads for the stars disappearing at
unbelievable speed.  The background is a star-spattered cosmos.

	WRITTEN:	500 YEARS LATER

	Another, more modern, spaceship, fills the screen.  A warship belonging
to the Federal Army.

20	INT.  SPACESHIP  CONTROL  ROOM

	CU of a digital control screen.  Three planets projecting three straight
lines that crisscross at one point.  Identical to the one observed by the
professor on the temple wall.  GENERAL STAEDERT looks out through the
ship's window at one of the three huge planets in eclipse.

						STAEDERT
				Don't you have anything?  Not even
				a temperature?

						CAPTAIN
				The thermo-analyzers have jammed.
				One of them reads over a million degrees,
				the other's at minus 5000...
				Never seen anything like it.

						TECHNICIAN
				It's taking shape.

21	EXT.  SPACE

	In the middle of the shadows, a door to the nightmare has just opened.
Evil is back.  A round, moving mass, continually changing color.

						CAPTAIN
					(in awe)
				What the hell can it be?

						TECHNICIAN
				Hook-up with the president in one
				minute, General.

	General Staedert remains calm.

						STAEDERT
				...Send out a probe.

22	INT.  PRESIDENT'S  OFFICE  MANHATTAN

	LINDBERG, 50, the president of the United Federations, his features lined
and worn by various delegations, mainly military, enters his office.
There's a crisis in the air.  The President's AIDE leans down to his ear.

						AIDE
				On air in 30 seconds.

	In the middle of the group is a Priest whose appearance reminds us of
Egypt.  A younger man DAVID, 18, shy, a priest-in-training attends the old
man.

23	INT.  CONTROL  ROOM / PRESIDENT'S  OFFICE

						CAPTAIN
				President on line sir..

	General Staedert leans over his screen and seems surprised to see the
room but not the president.

						PRESIDENT (O.S.)
				Staedert, do you read me?

						STAEDERT
				I can hear you, Mr. President, but I
				can't see you .

	The President grabs the mini-camera on his desk and yanks it around to
face him.
	His face fills the screen.

						PRESIDENT
					(exasperated)
				Is that better?

						STAEDERT
				Perfect, Mr. President.

						PRESIDENT
				I have to address the Supreme Council
				in 10 minutes.
				Just the facts, General.

						STAEDERT
				There are no results from the chemical
				and molecular analysis as of yet, all the
				calibers are overshot..we're hoping a
				thermo nucleatic imaging..

						PRESIDENT
				(exasperated)
				What you are saying is you don't know
				what this..thing..is.

	Consternation reigns in the President's office.

						STAEDERT
				Not yet Sir..The only thing we know is
				it just keeps getting bigger!

						PRESIDENT
				Options.

						STAEDERT
				Wait or act.

						PRESIDENT
				Recommendations.

						STAEDERT
				My philosophy Mr. President is shoot first
				ask questions later.
				I don't like uninvited guests.

						PRESIDENT
				Gentlemen?

						HEAD CHEMISTS
				I think it would be foolish to shoot at an
				organism that seems alive, without first
				taking the time to study it more!
				Besides, it has shown no signs of hostility.

						PRESIDENT
					(worried)
				No... it's just getting bigger.

						HEAD CHEMISTS
				So do people, but that's no reason to shoot
				them.

						PRESIDENT
					(exasperated)
				The security of the Federated Territories is
				and remains number one priority.
					(to the military)
				I suppose General Staedert's "philosophy" is
				acceptable to you?

	All the Generals nod "yes"

						PRESIDENT
				All right, then! Staedert?

						PRIEST (O.S.)
				Mr. President?

	The President scans the room. Staedert remote controls the camera toward
the room.

						PRESIDENT
				...Yes?

	The camera moves up the Priest and we finally discover his face.  He is
in his sixties, a shrewd look in his eyes.
	Around his neck hangs the Kommander's finger, the key to the temple.

						PRIEST
				Cornelius, Vito Cornelius. 50th level parish.
				I have a different theory to offer you,
				Mr. President.

						PRESIDENT
				I'm listening.

						CORNELIUS
				Imagine for a moment that this. thing is not
				anything that can be identified because it prefers
				not to be, because it is the antithesis of all we are.
				Because it is evil.. TOTAL EVIL.

						PRESIDENT
					(a little sarcastically)
				One more reason to shoot first eh?

	All the Generals nod in agreement.

						CORNELIUS
				Evil begets evil, Mr. President.
				Shooting would only make it stronger.

24	INT.  SPACESHIP

						TECHNICIAN
				The probe will attain its objective in
				five seconds.

	Staedert moves closer to the ship's window.

25	EXT.  SPACE.

	Evil swallows the probe and immediately bubbles over with activity like a
furious volcano.

26	INT.  PRESIDENT'S  OFFICE

						STAEDERT
				Mr. President, we're at crisis point.

	The President looks puzzled.

						PRESIDENT
				Your theory is interesting Father but
				I don't think we have time to go into it
				right now!

						CORNELIUS
				Time is of no importance, Mr. President.
				Only life is important.

						PRESIDENT
					(exasperated)
				That's exactly what we are going to try and do:
				Protect the lives of some 200 billion of our
				fellow citizens! General?
				You may fire when ready.

27	INT.  SPACESHIP

						STAEDERT
					(cold) (to the CAPTAIN)
				..Up front loading of a 120 ZZR missile.
				Marker lights on the objective.

28	EXT.  OUTSIDE  SPACESHIP

	All of a sudden, outside the ship, the strange planet's activity ceases.
A black crust immediately covers it.

29	INT.  PRESIDENT'S  OFFICE

						SCIENTIST
					(consulting new data)
				Its structure has just solidified on the surface,
				 as if the object felt something.  If that's the case,
				we are undoubtedly dealing with an intelligence.

						CORNELIUS
				The most terrible intelligence imaginable,
				Mr. President.

	The President hesitates.

						CAPTAIN
				...The ship is in combat formation.
				The missile is loaded, General.

						PRESIDENT
					(uneasy)
				Staedert?  Give me a minute...
				I have a doubt.

						STAEDERT
					(cold)
				I don't, Mr. President.

30	EXT.  OUTSIDE  SPACESHIP

	The missile explodes from the ship and penetrates its target.  The
explosion is swallowed like a fizzy pill in a small glass of water.
Nothing happens.  And then the mass grows larger.

31	INT.  CONTROL  ROOM / PRESIDENT'S  OFFICE

	Staedert looks worried.

						STAEDERT
				Load a series of 740 missiles. Maximum
				shield protection.

						CAPTAIN
				Yes, Sir.

	The President is growing ever more worried.

						PRESIDENT
				Staedert?  What's going on?  Did you
				destroy it?

						STAEDERT
				I'm about to, Mr. President.

32	EXT.  SPACESHIP

	A series of three missiles heads for the planet, which absorbs them all.
And literally doubles in size.

						SCIENTIST
				The planet's diameter has greatly
				increased and it's moving toward the ship.

						PRESIDENT
				Staedert?  Get out of there immediately!
				I don't want an incident, do you hear me,
				Staedert?

						STAEDERT
					(worried)
				...What do we have that's bigger than 240?

						CAPTAIN
				Nothing, General.

						PRESIDENT
				Staedert, get out of there!  That's an order!

	A bead of sweat pearls Staedert's forehead. He is about to give an order
when a gigantic flame emerges from the planet and literally swallows
Staedert's spaceship.

						STAEDERT
					(eyes wide)
				... Good God!

	The flame fills the screen with a horrendous NOISE that....

33	INT.  APARTMENT

	... wakes up a man trying to escape from a nightmare. KORBEN DALLAS rubs
his head.  Thirty five years old, short hair, powerfully built,
unquestionable charm, good looking in spite of the scars here and there.
The alarm clock is still ringing, it shows the date as March 18, 2359.  It
in two in the morning. Ha grabs a cigarette, and stops to look for a
light.  He shuts oft the alarm.  He hears a cat mewing in the hall.  But it
	still rings.  Korben takes a moment and then realizes it in the phone
that is ringing.

						KORBEN
					(to the cat)
				I'm coming.

	He grabs the phone and crosses his tiny apartment (27 feet long by 6 feet
wide) heading for the door, patting himself for a light.  Behind him, the
bed makes itself automatically.

						KORBEN
					(on the phone)
				Yeah?

						FINGER (V.O.)
				Hey bud! Finger here.

	He opens the door for the cat and starts to rummage through a drawer for
a match. Out come a handful of war decorations, a hero's collection.

						KORBEN

					(to the cat)
				Hi sweetie!

	...A Medal of Honor Certificate to Major Dallas

						FINGER (V.O.)
				I love you too Major, but you haven't called
				me that since basic training.

						KORBEN
				I was talking to the cat.

						FINGER (V.O.)
				Oh, yeah, I forgot.You still prefer
				your cat to the real thing.

	...A picture of Korben and his ex-wife on their wedding day.

						KORBEN
				At least, the cat comes back.

						FINGER (V.O.)
					(ironical)
				You still pining for that two timing bitch.
				Forget her.
				There are a million women out there.

						KORBEN
				I don't want a million - I just want
				one.  A perfect one.

						FINGER (V.O.)
				Don't exist bud.

	...A picture of Korben and Finger in uniform next to a space fighter.

						KORBEN
				I just found a picture of you.

						FINGER (V.O.)
				How do I look?

						KORBEN
				Like shit.

	Korben finds a box of matches with three matches.  He strikes one. It
does not light.  Korben opens the fridge, bare, except for an empty can of
GEMINI croquettes.
	On the packet is an ad:
	WIN A DREAM TRIP FOR 2 TO FHLOSTON PARADISE.

						FINGER (V.O.)
				 Must be an old picture.. Listen, you gotta bring
				me your hack for the 6 month overhaul.  A.S.A.P.

	Korben heats up some brackish water.

						KORBEN
					(sighs)
				I don't need one.

						FINGER (V.O.)
				You forgetting who sat next to you for
				a thousand missions.
				I know how you drive.

						KORBEN
				Finger!  I'm driving a cab now, not a
				space fighter!!

						FINGER (V.O.)
				How many points you got left on your
				license?

						KORBEN
					(lying)
				Uh... at least fifty.

						FINGER (V.O.)
				In your dreams! See you tonight!

	Finger has hang up.  Korben sighs and does the same.  He gets the heated
brackish water and sits down.  The cat pounces on the table and meows for
its food.  Korben pours half the coffee in the cat's cup.

	The cat meows.  Korben taps his cup to the cat's saucer.

						KORBEN
				Cheers!

34	INT.  HALL - DAY - OMIT

35	INT.  GARAGE - DAY - OMIT

36	INT.  PRESIDENT'S  OFFICE

	The office is emptied, only a few army officers remain.  An ancient
manuscript, Billy's drawings, sits in front of the President.  Cornelius
turns page after page, illustrating his
	point.

						CORNELIUS
					(to the President)
				We have forty-eight hours, the time it needs
				to adapt itself to our living conditions.

						PRESIDENT
					(worried)
				And then?

						CORNELIUS
				And then it will be too late. The goal of
				evil is to wipe out life! All forms of life.
				For all eternity...Life upsets it.

	The President appears upset himself by this image.

						PRESIDENT
				Is there anything that can stop it?

						CORNELIUS
					(knowing)
				Yes..thank God..

37	EXT.  SPACE

	The Mondoshawan spaceship bursts through a star cluster and fills the
screen.

38	INT.  COCKPIT - OMIT

39	INT.  PRESIDENT'S  OFFICE

	The manuscript is open on the President's desk.. CLOSE ON:
	Billy's rendering of the Mondoshawan.

						CORNELIUS
					(to the President)
				The Mondoshawans don't belong to the
				Federated Territories, but they are peaceful...
				in their possession are the four elements of life.
				These elements when they are gathered around a fifth:
				The Supreme Being, ultimate warrior, created to protect
				life......

	The SUPREME BEING is standing, as if frozen in armor.  All we see is the
bottom half of his body.  Big metallic gloves hold the case engraved with
the emblem of the three suns containing the four Sacred Stones.

						CORNELIUS
				..will produce what the ancients called the
				light of creation, the light of total goodness
				which is the only thing that can defeat EVIL.

	The President points to the spot occupied by the 5th element.

						PRESIDENT
				But what happens if instead of
				this... Ultimate Warrior... it is EVIL
				who stands here?

						CORNELIUS
				White turns to black.  Light to Dark.
				Life to Death.  For all eternity.

	The President's nerves quiver.

						CAPTAIN
				Sir, we have a Mondoshawan spaceship at
				the frontier requesting permission to enter
				 our territory.

						PRESIDENT
				I guess I should make a decision..

						CORNELIUS
				They are the only ones who can help..

						GENERAL
				Sir..the Mondoshawan do not belong to the
				federation. We do not know their intention..
				I must recommend a full trinuclear assault..

						PRESIDENT
					(yells)
				Did you see that..thing..swallow our battleship
				like a gum drop?  You can't even tell me what it is!
				I ask you for options you give me bullshit.
				Give them permission to enter our territories
				with my warmest regards.

						CORNELIUS
					(relieved)
				Thank you, Mr. President.

40	INT.  MONDOSHAWANS  SPACESHIP - OMIT

41	INT.  PRESIDENT'S  OFFICE - OMIT

42	EXT.  SPACE / INT.  MONDOSHAWAN  SHIP

	The MONDOSHAWAN spaceship zips across the Federated Galaxy.
	But it is not alone: Two black warships seem to be dogging it.

43	INT.  MONDOSHAWAN  COCKPIT

	The MONDOSHAWANS have spotted the spacecraft chasing them.

						FIRST OFFICER
				Two non-identified ships approaching.

						CAPTAIN
				Must be the welcoming committee.

44	INT.  WARSHIP  COCKPIT

	A MANGALORE sits at the controls of the warship. His terrifying features
tell us what sort of welcome they can expect.  The pilot fires without
warning.

45	EXT.  SPACE / INT.	MONDOSHAWAN  SHIP

	The huge ship is badly hit and immediately swerves oft course.
	Panic aboard the MONDOSHAWAN ship.

46	INT.  MONDOSHAWAN  SHIP

						CAPTAIN
				We've been hit! General alert!!!

	Blast after blast hits the defenseless ship.

						CAPTAIN
				We're losing control! We have to land fast!

	The huge ship veers oft course and heads for a small red planet, taking
hit after hit.

						CAPTAIN
				Send out a distress signal!!! Activate
				the emergency landing procedure!

	The huge ship approaches the planet at blinding speed.

						FIRST OFFICER
				Impact in less than ten seconds!

	The red planet looms ever closer.

						CAPTAIN
				Time is of no importance...

	The ship crashes in a gigantic explosion.

46A	INT.  KORBEN'S  APARTMENT - DAY

	A thermo nuclear explosion fills a T.V. screen..Which Korben's cat
watches with interest.

	Korben is about to exit the apartment.

						KORBEN
				Don't watch it all day, it'll rot your
				mind. Bye sweetie..

	In response, the cat meows.  Korben opens the door to..A huge
	gun, brandished by a nervous MUGGER, pointing right in his face.

						MUGGER
				The cash man!

						KORBEN
				Been here long?

						MUGGER
				Don't fuck with me man or I'll blow
				you into tomorrow!

	Unperterbed, Korben looks at the mugger's fearsome weapon.

						KORBEN
				Isn't that a Z140? Alleviated titanium.
				Neuro charged assault model?

						MUGGER
					(off balance)
				Uh..

						KORBEN
				You know you could hurt someone with
				this puppy..good thing it's not loaded..

	The mugger is lost.  He looks at his weapon.

						MUGGER
				It's not?

						KORBEN
				You gotta push the little yellow button...

	Korben points to the button on the side of the gun.  The mugger takes his
advice.

						MUGGER
				Thanks..

						KORBEN
				You're welcome..

	And with lightning speed, Korben blasts the mugger with a straight right
hand, sending him down for the count.  Korben retrieves the gun.

						KORBEN
				..you know these things are VERY illegal..
				you could get in a shit load of trouble..
				I better hang onto it for you..

	As the mugger clears his head, Korben opens a drawer next to him which is
full of similar guns! The mugger's eyes pop out of his head.  He scampers
to his feet and runs off.

	Korben shrugs, exits his apartment, and closes the door.  The cat watches
a nuclear holocaust on T.V.,  uninterrupted.

46B	INT.  KORBEN'S  GARAGE - DAY

	Korben enters his taxi.  A robotic voice greets him.

						VOICE
				Please enter your license..

	Korben complies, and starts to push a series of buttons on the dash.

						VOICE
				Welcome on board Mr. Dallas..

						KORBEN
				How you doing this morning?  Sleep OK?
				I didn't.

	Korben hits a button.  The garage door starts to open.

						VOICE
				Fuel level 6.03..Propulsion 2x4...

						KORBEN
				I had the worst goddamn nightmare.

						VOICE
				You have nine points left on your license..

						KORBEN
				Thanks for reminding me..

	As the garage door lifts, the Megalopolis that is New York City in the
23rd century comes into view.  Startling in it's height, and breath.

						VOICE
				Have a nice day..

	Korben lets the propulsion build.

						KORBEN
				Right..

	He lets the gear slip.  The taxi rockets off into the City.

47	EXT.  TAXI  STAND - NIGHT - OMIT

48	EXT.  RED  PLANET-OMIT

49	INT.  PRESIDENT'S  OFFICE

	Cornelius collapses in a chair.

						CORNELIUS
				We are lost!

						GENERAL MUNRO
				Mr. President, the attack was launched by two
				unregistered warships.

						PRESIDENT
				Close all borders and declare a state of
				general alert.

						GENERAL MUNRO
				Yes, sir.

						PRESIDENT
					(to another OFFICER)
				Try to contact these Mondoshawans.  We
				owe them an explanation.

						CORNELIUS
					(lost, to himself)
				What are we going to do?

						PRESIDENT
				This is government business now.
				You ought to go home and get some
				rest, Father.

	The President motions to his guards to come and get Cornelius.

						PRESIDENT
				I promise to keep you informed.

	A weary Cornelius leaves the room with David's help.

						PRESIDENT
					(to the CAPTAIN)
			...Has the rescue team found any survivors?

50	EXT.  RED  PLANET - OMIT

51	EXT.  RED  PLANET ORBIT - OMIT

52	INT.  LABORATORY  1ST DISTRICT  MANHATTAN - DAWN

	An arm, on a surgical cart, moves down the hall of the Nucleological
Center, the most sterile of environments.

	PROFESSOR MACTILBURGH, age 60, hurries alongside GENERAL MUNRO.

						MUNRO
				This is all that survived?

						MACTILBURGH
				Actually only one cell survived..

						MUNRO
				Have you identified it?

						MACTILBURGH
				It's not that easy..we've never encountered
				anything like it before..you see normal human
				beings have 40 DNA memo groums..which is
				more than enough for any species to perpetuate
				itself..This one has 200,000.

						MUNRO
				Talk English Doc.

						MACTILBURGH
				This cell is like a huge library. It has infinite
				genetic knowledge stored inside.
				Almost like it was...engineered.

						MUNRO
				Sounds like a freak of nature to me.

						MACTILBURGH
				Yes... I can't wait to meet him.

	They pass into the lab.

53	INT.  LABORATORY

	The two enter a cylindrical laboratory.  There is a huge glass turbine in
the middle with the metal glove inside.  A DNA chain scrolls on the computer
screen.

						MACTILBURGH
					(rather fascinated)
				The compositional elements of his DNA
				chain are the same as ours, there are simply
				more of them tightly packed.
				His knowledge is probably limitless..

						MUNRO
					(worried)
				Is there any danger? Some kind of virus?

						MACTILBURGH
				We put it through the cellular hygiene detector.
				The cell is for lack of a better word... perfect.

	Munro hesitates a moment.  Then he sighs and uses his personal key to
open the
	self-destruct box.

						MUNRO
				OK, go ahead! But Mr. Perfect better be polite...
				otherwise I turn him into cat food.

	Mactilburgh starts the operation rolling as Munro puts his hand on the
sell-destruct button, ready to use it.  Thousands of cells form in the
heart of the generator, an assemblage of DNA elements.  Then the cells move
down a tube, like a fluid, and gather in an imprint of a HUMAN body.  Step
by step bones are reconstructed, then the nervous and muscular systems.
Whole veins wrap around the muscles.  An entire body is reconstructing before
our very eyes.

						DOCTOR
				Three seconds to ultra-violet protection.

	A shield comes over the reconstructing body and makes it invisible.

						MACTILBURGH
					(to Munro)
				...This is the crucial phase, The reconstruction
				of pigment. Cells are bombarded with slightly
				greasy solar atoms which forces the body cells
				to react, to protect themselves.
				That means growing skin. Clever, eh?

						MUNRO
					(disgusted)
				Wonderful!

	The meter slows, drops to zero.

						ASSISTANT
				... End of reconstruction, beginning of
				reanimation .

	A whoosh of air in the glass chamber.  Captain Munro has his hand on the
self-destruct button, ready to destroy the being that has barely been
reborn.

						MACTILBURGH
					(pushing a button)
				Activate life support system.

	An electrical discharge fills the glass chamber causing the body inside
to jerk.
	After a few moments of silence, the SOUND of a heartbeat fills the room
over the loudspeaker.

						ASSISTANT
				Life support system activated.

	The Supreme Being is alive once again.

						MACTILBURGH
				Remove the shield.

	The ASSISTANT automatically removes the ultra-violet shield which slowly
reveals... a woman... nude... young... and very beautiful.  Munro stands there
gaping.  Not quite his vision of the Supreme Being.  Mactilburgh glances
at Munro and gently pushes his hand away from the self-destruct button.

						MACTILBURGH
					(with a smile)
				I told you ... perfect!

	Munro is hypnotized by the GIRL's beauty.

						MUNRO
				...I'd, uh , like to get a few pictures for the
archives
				before she wakes up.

	Mactilburgh looks at him with a grin.  A remote-control camera approaches
the girl's face, a flash goes off.  Blinded by the flash, the girl jumps and
screams.  She cowers in a corner, shaking from the cold, darting eyes
everywhere looking for the case she was holding.

						GIRL
					(very angry)
				Ouacra cocha o dayodomo binay ouacra
				mo cocha ferji akba ligounai makta keratapla.
				Tokemata tokemata!  Seno santonoi-aypa!
				Minoi ay Cheba!  Givomana seno!

						MUNRO
					(worried)
				What's she saying?

						MACTILBURGH
					(to his ASSISTANT)
				Activate the phonic detector.

	The girl kicks the window repeatedly.

						MACTILBURGH
				And give her a light sedative...
				and something to wear!

	The ASSISTANT hits a button.  A pile of clothes drops out of a trapdoor
in the ceiling.  She snatches up the clothes angrily and dresses quickly.
Munro draws closer to the glass window.  He watches her dress with
undisguised pleasure.

						MUNRO
					(to Mactilburgh)
				This thing solid?

						MACTILBURGH
					(smiling)
				An elephant couldn't crack it.

	The Girl finishes dressing.

						GIRL
					(angrily)
				Teno akta chataman assin-omekta!

	Munro smiles safely behind his plate glass window.

						MUNRO
					(with a smile)
				You're gonna have to learn to communicate
				better than that angel if you want out.

	Munro dangles the key on a chain that will let her out.  The girl rams
her fist right through the window.  She grabs the key and yanks it.  The
chain snaps tight and Munro slams into the window knocking himself out.  The
girl puts her hand through the window again, unlocks the chamber and steps
out.  She is still bit wobbly on her legs.  Two GUARDS try to grab her.
She sends them flying across the room. Mactilburgh is most impressed.  He
sets off a general alarm.

54	INT.  CORRIDOR  LABORATORY

	The girl runs through a maze of corridors looking for a way out.  A squad
of SECURITY GUARDS appear in front of her and open fire without warning. The
girl takes a leap, grabs an air vent, kicks it out and dives into the air
shaft.  The COPS try and jump up to the vent, but none can reach it.

						CHIEF
				Get me a chair or a stepladder The rest of you
				go through the main ventilation!

55	INT.  VENTILATION DUCT  LABORATORY

	The girl moves along unable to see what's ahead of her. She comes to a
dead-end, a grill that leads outside.  She pushes it out and exits onto
the ledge.

56	EXT.  LEDGE  LABORATORY - DAWN

	She has exited to a ledge on the 450th floor of a building, right in the
middle of Manhattan, which we discover for the first time.  The city has
become monstrous. Buildings rise 600 stories.  Cars fly.  Subways run
vertically...The girl edges along the narrow ledge, unfazed by the height.
The CHIEF leans out the vent, looking out into the void.

						CHIEF
					(to his men)
				Go on follow her!

	The COPS stare into the gaping void.

						COP
				...No way.

	The CHIEF angrily pulls out his gun and shoots at the girl who ducks
around the corner of the building.  Unfortunately the other side in full of
cops as well.  A flying police car zooms up in front of her, sirens
blaring.

						VOICE (O.S.)
				This in the police.  Your status is illegal.
				Please put up your hands and follow our
				instructions!

	The girl feels trapped.  She looks down into the endless 450 below and
all the cars flying underneath her.  Then she raises her arms... and dives
off.

57	INT.  POLICE  CAR - NIGHT

						COP
					(in the car.)
				Christ! She dove off!

	In a panic, the COP makes a wrong turn.  The girl falls for several
seconds.
	She lands on the roof of a flying cab.

58	INT.  CAB - NIGHT

	Korben tries to control his car, reeling from the impact.

						VOICE (O.S.)
				You have just had an accident.
				Seven points have been temporarily
				removed...

	Korben manages to stop his cab, pulls over to the side.

						VOICE / KORBEN
				You have one point left on your license.
				Have a good day.

	Korben sighs and looks in the back seat to see what the damages are.  The
girl, a bit dazed (who wouldn't be), emerges from the debris and sits up.
There's some blood on her face.  Korben is stunned. The girl's still alive
and... so beautiful.  His heart heads for a meltdown.

						GIRL
				Akina delutan, nou-shan.

						KORBEN
					(lost)
				...'Scuse me?

	A police car with wailing sirens halts in front of Korben.

						COP
					(over a loudspeaker)
				You have an unauthorized passenger in your
				vehicle.  We are going to arrest her.
				Please leave your hands on the wheel.
				Thank you for your cooperation.

						KORBEN
					(obeying)
				Sorry, Hon, but I only got one point left
				on my license and I gotta get to the garage!

	The police car presses up against the cab.  Doors slide open.  Huge guns
point at her.  Korben feels lousy.  The girl's helpless, there are tears in
her eyes, she looks exhausted.
	Korben glances at her in the rear view mirror. She's looking all around
to find something to help her communicate with him.

	Her POV: an ad on the back of the seat. An 800 number to help an
orphanage. A teary photo of a kid over the words Please Help.  She shoots
to Korben a look of pure distress.

						GIRL
					(irresistible)
				Please... HELP...

	Korben can't resist her plea.

						KORBEN
				Don't put me in this position...
				I can't... I'm late as it is...

	But he cannot say no to her eyes.

						KORBEN
				Finger's gonna kill me.

	Korben shuts oft the meter and floors it, sideswiping the police car as
he roars away.

						VOICE (O.S.)
				Your license has been revoked.
				Would you please....

	Korben whips out a gun and shatters the loudspeaker.

						KORBEN
				I hate when people cry...
				I got no defense...

	The police car takes out after him, sirens screeching.  An insane chase
ensues.

59	INT.  NEW YORK  STREETS - DAY

	Korben and his flying taxi are absolute masters of the air.  The cops
have trouble following him but then another cop car comes to join in the
fun.  Korben drives like a man possessed, nothing can stop him. Except the
dead-end he's just come up against.

						GIRL
				Daya deo dono Dato.  Dalutan!

						KORBEN
				It there's one thing I don't need advice on,
				it's how to drive.

	Korben turns his cab sideways and scrapes through a narrow passageway,
	ripping his taxi light from the roof.  The police car smashes into the
wall.  The other one brakes just in time.

						COP
				Shit! Attention all-patrol cars!

	The car makes a U-turn, looking for a wider passageway.

60	EXT.  NEW YORK  STREET

	The police car roars up, sirens screaming then slows down and checks out
a dead-end flanked by a large vertical neon billboard. The dead-end is empty .
Korben's cab is hidden vertically behind the billboard.  Seeing nothing, the
	police drive away.

						KORBEN
				We'll wait till things quiet down a bit.
				You mind?

	The girl grabs his shirt collar and pulls him close, whispers in his ear.

						GIRL
					(weak)
				...Priest...

						KORBEN
				You're not that bad... Come on we'll
				get you to a doctor.

	The girl hands him the handle of the case, struck with the three Egyptian
suns.

						GIRL
					(weak)
				Vito... Cor... Ni-lious... Priest...

						KORBEN
				Vito Cornelius?

	The girl nods, then faints.  Korben is somewhat lost faced with so much
mystery.

61	INT.  CORNELIUS'  APARTMENT - DAY

	The door opens. Korben is there with the unconscious girl in his arms.

						KORBEN
					(embarrassed)
				Excuse me, I'm looking for a priest.

						CORNELIUS
					(tired)
				Weddings are one floor down.
				Congratulations.

	Cornelius closes the door.  The doorbell RINGS again.

						KORBEN
				She's not my bride, she's my fare.
				She's looking for this Vito Cornelius.
				According to the phone guide he lives here.

						CORNELIUS
					(curious)
				That's me.  But I don't know who she is...
				where did you find her?

						KORBEN
				She dropped in on me... holding this.

	Korben hands him the metal handle with the three Egyptian suns, stamped
on it.

						CORNELIUS
					(staggered)
				The fifth element.

	He faints dead away.  Korben, with the girl still in his arms looks
around helpless.

						KORBEN
					(sighing)
				Finger's gonna kill me...

62	INT.  CORNELIUS'  APARTMENT - DAY

	In his armchair, Cornelius gets woken by a slap in the face.

						CORNELIUS
					(with a start)
				Who are you?

						KORBEN
				I brought the girl remember?

						CORNELIUS
				The girl?

	Cornalius gets up.  He looks at the handle.

						KORBEN
				Yeah! She dropped in on me. I mean
				on my taxi... talking... this... this bizarre
				language...

	And then it dawns on Cornelius who the girl is.

						CORNELIUS
					(eyes riveted on her)
				He's a she!

						KORBEN
					(bemused)
				You noticed...

						CORNELIUS
					(face shining)
				There's not a moment to lose! Wake her up,
				but be gentle about it!  This woman is mankind's
				most precious possession! She is... perfect!

						KORBEN
				So you do know her.

						CORNELIUS
				Uh yes, we're cousins..distant cousins..

	Cornelius runs into the next room.  Korben looks at the girl, goes to
slap her, then changes his mind.

	Her beauty troubles him.  He hesitates, then, gently caresses her cheek.
Her skin seems so soft, so fragile.

						KORBEN
				Perfect...

63	INT.  SMALL  ROOM

	David, is mending a cassock when Cornelius bursts into the room out of
breath.

						CORNELIUS
				It's a miracle!!!

						DAVID
					(worried)
				What is?

						CORNELIUS
					(babbling crazily)
				I can't wear these clothes! This calls
				for dignity!
				I have to dress the part!

	He opens a closet filled with identical robes and plunges in,
disappearing as David looks on, uncomprehending.

64	INT  LIVING ROOM.  CORNELIUS'  APARTMENT

	Korben gently kisses the girl's cheeks, but she doesn't respond.  He
looks around then kisses her on the lips.  The girl's eyes snap open.
When Korben straightens up he discovers his own gun jammed under his
chin.

						GIRL
					(angry)
				Eto Akta Gamat!

						KORBEN
					(embarrassed)
				I'm sorry, it's just that... I was
				told to wake you up gently, so I figured...

	The girl pauses a moment.  She stares at him, looks puzzled.

						KORBEN
				You're right, I was wrong! I shouldn't
				have kissed you... especially since we
				haven't been introduced and...
					(he pulls out a business card)
				Here, it's a bit late, but... my name is
				Korben, Korben Dallas.
				Keep it, you never know, maybe... you'll
				need a cab one day.  I'll be happy to open
				the door this time!.

	The girl hesitates, then snatches the card like a wild animal.

65	INT.  SMALL  ROOM

	Cornelius is lost in the closet.

						DAVID
				Father, will you please explain what's
				going on?

						CORNELIUS
				The Supreme Being, the fifth element is here,
				in our parish!!! It's a miracle!!!

66	INT.  LIVING ROOM

						KORBEN
				...What's your name?

						GIRL
					(after a moment)
				Leeloo Minai Lekarariba-Laminai-Tchai
				Ekbat De Sebat.

						KORBEN
					(polite)
				Hey,  that's... cute... Do you have a nickname,
				something a little... shorter?

						GIRL
				...Leeloo.

	Korben is falling in love.

						KORBEN
				That's... really cute...

	Cornelius bursts into the room.  She turns the gun on him.
	He bows before her.

						CORNELIUS
				Appipulai Leeloo Minai..

						LEELOO
				Corn-i-Lius?

						CORNELIUS
					(bowing)
				At your service.

	LEELOO lowers her guard starts to laugh.  An irresistible childish laugh.
	Korben smiles.

						DAVID
				Father.  You sure she's the Supreme Being?

						CORNELIUS
				Absolutely sure There's the triple suns on
				her gloves!

	David bows low, but his eyes glance up at Leeloo.  Cornelius begins to
lead Korben toward the door, hustling him out.

						KORBEN
				They all like this in your family, father?

						CORNELIUS
				She's an exception..

						CORNELIUS
				Thank you so much for your help Mr...?

						KORBEN
				Dallas. Korben Dallas.

	Cornelius takes his arm. Leeloo stops laughing when she sees Korben
leaving.

						CORNELIUS
				Yes. That's fine! Thank you very much.
				A thousand times over!

						KORBEN
				I might call to check up on her,
				you know... to see if she's better?

						CORNELIUS
				She's fine, really..don't you worry..
				just needs some rest..she's had a very long trip.

						KORBEN
				I know. I was there when she arrived.

	Cornelius is about to close the door.  Korben's hand blocks it.

						KORBEN
				Excuse me! Just one thing!  She said something
				to me a while ago and... I don't really get it...
				Akta Gamat?

						CORNELIUS
				It means, "Never without my permission".

						KORBEN
				That's what I thought.

	Cornelius slams the door in his face.

						KORBEN
				...Thanks.

66A	INT.  KORBEN'S  APARTMENT - DAY

	Korben beads down the hallway. He passes his NEIGHBOR.

						KORBEN
				Evening...

						NEIGHBOR
				Fuck you!

						KORBEN
				...Thanks... You, too.

	Korben enters his-apartment.

66B	INT.. KORBEN'S  APARTMENT - DAY

	The door slides back and the cat comes rubbing up against him, tail in
the air.

						KORBEN
				Oh god. I forgot your food ... I'm really sorry!
				How about a nice Thai nosh to apologize?
				How does that sound, huh?

	The cat meows, appeased, just an the phone rings.

						KORBEN
				Hello?

						FINGER (V.O.)
				Hey bud...I'm waiting all day here.

						KORBEN
				Finger..man..I'm sorry..listen..I was on the way
				over but I had a fare fall into my lap..
				y'know one of those big fares you just
				can't resist..

						FINGER (V.O.)
					(suspicious)
				So, just how big was this fare?

						KORBEN
				5'7", green eyes... long legs... great skin...
				perfect..

	Korben takes out a cigarette.

						FINGER (V.O.)
				Uh huh..and I don't suppose you got the
				name of this..perfect fare..

						KORBEN
					(dreamy)
				Leeloo..

67	INT.  GARAGE - DAY - OMIT

68	INT.  CORNELIUS'  APARTMENT - DAY

	Leeloo has a towel wrapped around her, it looks like she just took a
shower.  She sits  in front of a computer wolfing down some chicken.  Data
scrolls by on the screen.  David watches from the corner, in awe.

						DAVID
				What's she doing?

						CORNELIUS
				Learning our history!
				The last 5000 years that she missed!
				She's been out of circulation a while,
				you know.

	Leeloo breaks into her childish laughter.

						CORNELIUS
				What're you laughing about?

						LEELOO
					(pronouncing badly)
				Napoleon... small.

	She laughs again and tosses some capsules into the microwave.

						DAVID
					(hesitant)
				Uh father, I know she's been through a lot...
				but the sacred stones..we don't have much
				time..

						CORNELIUS
				Yes. Of course..

	Leeloo takes her plate out of the microwave.  A steaming plate heaped
with chicken and exotic vegetables.

						CORNELIUS
				Leeloo..I'm sorry to interrupt you but..

	She sits back down in front of the screen and chomps away heavily on her
second chicken.  Cornelius sits opposite her. and holds up the case
handle.

						CORNELIUS
					(serious)
				The case..with the stones...
				Where is it?

						LEELOO
				San Agamat chay bet... envolet!

						CORNELIUS
				The case was stolen?

	Leeloo nods her head, quite unperturbed and continues to devour the food
in front of her.

						CORNELIUS
					(shocked)
				Who in gods name would do such
				a thing?

69	INT.  CORRIDOR.  ZORG'S  WAREHOUSE - DAY

	CLOSE ON: A pair of feet limping heavily.  A MAN comes alongside them.

						RIGHT ARM
				Excuse me sir, the council is worried about
				the economy heating up.  They wondered if
				it would be possible to fire 500...

	They reach a door at the end of the corridor.  Zorg enters a code.

						ZORG
				Fire 1000.

						RIGHT ARM
				But... 500 is all they need, sir.

	ZORG turns slowly.  A small scar across run across his face, his eye
stutters.
	This is not a man to cross, or contradict.

						RIGHT ARM
				1000! Fine, sir!
				Sorry to have disturbed you.

	The door opens...

70	INT.  CORNELIUS'  APARTMENT - DAY

	... and David enters carrying a bundle of clothes.

						CORNELIUS
				There was this guy with a limp who
				came a month ago..said he was an art
				dealer ... Asking all these questions about
				the Sacred Stones..at the time I didn't think
				anything of it.. What was his name? I'm so
				bad with names...

						DAVID
					(to Leeloo, timid)
				I didn't know your size.

	Leeloo is happy. She pulls off the towel and stands there nude. Cornelius
and David turn away.

						DAVID
				They really made her...

						CORNELIUS
				Perfect.

	Leeloo finishes dressing. She is delighted.

						LEELOO
					(to David)
				Domo danko!

	David smiles, dumb with admiration.  Cornelius comes over.

						CORNELIUS
				Leeloo?  The Stones...
				We must get them back.

	Leeloo settles down, sits at the computer and turns it on.

						LEELOO
				Ikset-kiba.  Me imanetaba oum dalat!

						CORNELIUS
				You know exactly where they are!

71	INT.  WAREHOUSE - DAY

	A group of handsome WARRIORS approaches.  AKNOT, their leader has the
sacred case in his hands.  The metal handle is missing but the second
metal glove is still grasping the case.

						ZORG
					(pretending to be worried)
				Aknot?  Is that you?

	The LEADER nods. A disgusted look stamps Zorg's features.

						ZORG
				...What an ugly face! Doesn't suit you at all!
				Take it off...

	AKNOT's face burns away revealing the head of a monstrous MANGALORE.

						ZORG
				That's better! Never be ashamed of
				who you are...
				You're warriors... be proud...

	AKNOT says nothing, but if his eyes could talk!

						ZORG
				So what if the Federal Army crushed your
				entire race and scattered your people to the
				wind...
				Your time for revenge is at hand...
				Voila... the ZF1.

	He takes out a weapon from one a crate and goes into a sales pitch.

						ZORG
					(very fast)
				...It's light... the handle's adjustable for
				easy carrying... good for righties and lefties.

	Meanwhile, two MEN set up a mannequin rigged with various defense
mechanisms at the far end of the warehouse.

						ZORG
				... Breaks down into four parts, undetectable by
				X-rays.. It's the ideal weapon for quick, discreet
				interventions.  A word on fire power: Titanium
				recharger. 3000 round clip with bursts of 3 to 300.
				With the replay button, another Zorg innovation,
				it's even easier... one shot.

	He fires at the mannequin.

						ZORG
				... and replay sends every following shot
				to the same location...

	Zorg spins around, the rounds all hit the mannequin.

						ZORG
					(even faster)
				I recharge, but the enemy has launched a
				cowardly sneak attack from behind, the
				automirror takes care of that.  Gives me the
				time to turn around and finish the job.
				300 round bursts, then there are the Zorg oldies...

	He fires off each item he names.

						ZORG
				...Rocket launcher.  The always efficient
				flame thrower... My favorite.
				Our famous net launcher, the arrow launcher,
				with exploding or poisonous gas heads - very
				practical.
				And for the grand finale, the all-new ice-cube
				system!

	The mannequin has been blasted into a pile of ashes covered by a net,.
stuck with arrows, the whole mess frozen solid. He tosses the weapon into
AKNOT's hands.

						ZORG
				...Four full crates, delivered right on time!
				What about you, my dear Aknot, did
				you bring me what I asked you for?

	AKNOT sets the case on a crate.  Zorg gloats while stroking the case.

						ZORG
				...Magnificent.

	Zorg smiles, takes a deep breath, opens the case.  It's empty

72	INT.  CORNELIUS'  APARTMENT - DAY

	Leeloo breaks into her childish laughter once again.

						CORNELIUS
					(astonished)
				What do you mean empty?

73	INT.  ZORG'S  WAREHOUSE - DAY

	AKNOT looks into the case.  Things grow tense.

						ZORG
				Alright..I've got an open mind here..
				anyone care to explain?

74	INT.  CORNELIUS'  APARTMENT - DAY

	Leeloo explains what happened in her language.

						CORNELIUS
					(translating)
				She says that the Guardians never really had
				much faith in humans. They were afraid of
				being attacked. The stones were given to someone
				they could trust who took another route.
				She's supposed to contact this person in a little less
				than twelve hours from now in a hotel.
				She's looking for the address!

	A map of the stars flashes onto the screen, Leeloo points.

						LEELOO
				Dot!

	The little group comes over to look.

						DAVID
				Planet Fhloston, in the Angel constellation

	Cornelius plops down into his armchair.

						CORNELIUS
				...We're saved!

75	INT.  ZORG'S  WAREHOUSE - DAY

						ZORG
				I'm fucked!

	Zorg calmly closes the case and gives Aknot a blood-chilling stare.

						AKNOT
				You asked for a case.
				We brought you a case.

						ZORG
					(shouting)
				A case with four stones in it. Not one!
				Not two or three! But four!!! Four stones!!!
				What the fuck am I supposed to do with an
				EMPTY case?!!

AKNOT's men grow edgy.

						AKNOT
					(tense)
				...We are warriors, not merchants!

						ZORG
					(humored)
				But you can still count.  Look...
				my fingers.

	He holds up four fingers.

						ZORG
				...Four stones, four crates... Zero stones...
					(yelling)
				ZERO CRATES!!!
					(to his men)
				Put everything back, we're outta here.

	AKNOT's warriors turn their weapons on Zorg.

						AKNOT
					(icily)
				We risked our lives. I believe a
				little compensation is in order.

						ZORG
					(smiling)
				So, you are a merchant, after all.
					(to his men)
				Leave them one crate.  For the cause!

	Zorg's men leave a crate and exit with the other three.

76	EXT.  OUTSIDE  ZORG'S  WAREHOUSE - DAY

	Zorg walks along the street to his limo.  RIGHT ARM carries the empty
case.

						ZORG
				I don't like warriors!  They're too
				narrow-minded, no sublety.  Worse,
				they fight for hopeless causes..for honor!
				Honor has killed millions of people but
				hasn't saved a single one.
					(pause)
				You know what -- do I like though, I like killer.
				  A real dyed in the wool killer.  Cold-blooded.
				Clean.  Methodical.  Thorough.  A killer, when
				he picked up the ZF1, would've immediately
				asked about the little red button on the bottom of
				the gun.

77	INT.  HALLWAY  ZORG'S WAREHOUSE - DAY

	The warriors have all taken a weapon. One of them inspects his ZF1.  He
turns it over and notices the little red button. He presses it.

78	EXT.  OUTSIDE ZORG'S  WAREHOUSE - DAY

	Behind Zorg, an ear-shattering explosion levels the warehouse.

						ZORG
					(impassive)
				Bring the priest.

79	INT.  GARAGE - DAY - OMIT

79A	 INT.  KORBEN'S  APARTMENT - DAY

	Korben is finishing a Thai meal, cooked by a Thai on his mini restaurant
anchored at the window. The cat eats next to Korben, contented.

						KORBEN
				So you forgive me?

	The cat meows just as a red light blinks, announcing the arrival of a
message in a glass tube.  Korben ignores it.

						THAI
				Not going to open?

						KORBEN
				I've never gotten a message that wasn't
				bad news.

						THAI
				How someone strong like you scared from
				a message? Is good news I sure!

						KORBEN
				The last two messages I got?  The first one
				was from my wife telling me she was leaving!
				And the second was from my lawyer telling me
				he was leaving too... with my wife.

						THAI
				You right that is bad.. but mathematically
				luck must change!
				Grandfather say: "It never rain every day."
				This is good news guarantee.. I bet you lunch!

	Korben hesitates, then gives the envelope to the Thai, who opens it with
a big smile that fades as reads the contents aloud.

						THAI
				...You're fired. Oh!

	Korben smiles at him.

						KORBEN
				At least I won lunch.

						THAI
				Good philosophy..see good in bad..
				I like..I prepare number one dessert..
				special for you and pussy..

	The cat meows.

79B	INT.  CORNELIUS'  APARTMENT - DAY

	Leeloo is polishing of' an immense pile of dessert as David bangs away at
the computer.

						DAVID
				I got it!  Everything  here we need to
				know about Fhloston Paradise Hotel...
				and a detailed blueprint of the entire hotel!

						CORNELIUS
				Good work, my son.  Now all we need is
				a way to get there.

	The doorbell rings.

						CORNELIUS
				I'll get it.  Finish your work my son.

	Cornelius opens to Right Arm with armed escort.

						RIGHT ARM
				Father Cornelius?

						CORNELIUS
				My son?

						RIGHT ARM
				Mr. Zorg would like a word with you.

						CORNELIUS
				Mr. Who?

80	EXT.  MANHATTAN - OMIT

81	INT.  HALLWAY  CORNELIUS APARTMENT - OMIT

82	INT.  REFRIGERATION  ROOM - OMIT

83	INT.  ZORG'S  OFFICE

	Zorg turns to Cornelius.

						ZORG
				Zorg. Jean-Baptiste Emmanuel Zorg...
				nice to see you again

						CORNELIUS
				I remember you now..the so called
				art dealer.

						ZORG
				I'm glad you got your memory back, Father...
				Because you're going to need it...
				Where are the stones?

						CORNELIUS
				...Why on earth do the stones interest you?

						ZORG
				Personally, they are of no interest to me,
				I'd rather sell weapons..but I have a customer...
				so tell me...

						CORNELIUS
				Even it I did know where the stones were
				I would never tell somebody like you.

						ZORG
				Why?  What's wrong with me?

						CORNELIUS
				...I'm a priest! I'm here to serve life,
				All you want to do is destroy it.

						ZORG
				Ah, Father... You are so wrong.
				Let me explain...

	Zorg leads Cornelius into his inner office.

						ZORG
				...would you like a drink?

						CORNELIUS
				No thank you.

						ZORG
				Follow me.. Life, which you so nobly serve,
				comes from destruction. Look at this empty
				glass.

	Zorg pushes the glass with his finger.

						ZORG
				Here it is... peaceful... serene...
				but if it is...

	Zorg pushes the glass off the table.  It shatters on the floor.

						ZORG
				Destroyed...

	Small individual robots, both free-wheeling and integrated, come zipping
out to clean up the mess.

						ZORG
				...Look at all these little things...
				so busy all of a sudden.
				Notice how each one is useful.
				What a lovely ballet, so full of form
				and color.  So full of..life!

						CORNELIUS
				They are robots!

	A SERVANT comes in pours water in another glass.  Zorg tosses a cherry
into it.

						ZORG
				Yes but... by that simple gesture of destruction.
				I gave work to at least fifty people today. The
				engineers, the technicians, the mechanics. Fifty
				people who will be able to feed their children so
				they can grow up big and strong.  Children who
				will have children of their own, adding to the great
				cycle of life!

	Cornelius sits in silence.

						ZORG
				Father, by creating a little destruction,
				I am, in fact, encouraging life!  So, in
				reality, you and I are in the same business!

						CORNELIUS
				Destroying a glass is one thing..killing people
				with the weapons you produce is quite another.

						ZORG
				Let me reassure you Father..I will never kill
				more people in my entire life than religion has
				killed in the last 2000 years.

	Zorg smiles, holds up the glass and takes a drink.
	Unfortunately, he chokes on the cherry.  Unable to breathe, Zorg starts
to panic.

						CORNELIUS
					(mocking)
				Where's the robot to pat your back?

	Zorg falls, writhing, on his desk, inadvertently hitting buttons which
trigger a slew of little mechanisms.  They pop out all over the desk.
True chaos reigns.  Even a cage appears, holding a Souliman Aktapan, a fat
multicolored beastie, PICASSO, who seems surprised to be out in daylight.  He
licks his half-dead master in thanks.  Cornelius gets up and walks around
the desk.  Zorg motions for help.

						CORNELIUS
				Can I give you a hand?

	Cornelius whacks him on the back.  The cherry comes flying out.  Zorg
regains control of himself. GUARDS come running in.

						ZORG
				You saved my life... So, I'm going
				to spare yours.
					(to the GUARDS)
				Throw him out!

	The GUARDS throw Cornelius out.

						CORNELIUS
				You are a monster, Zorg!

						ZORG
					(complimented)
				I know...

	The GUARDS drag Cornelius out of the office.

						ZORG
				...Torture whoever you want, the
				president if you have to but I want
				those Stones. You have an hour.

	Right Arm salutes and hurries out of the office.

84	EXT.  MANHATTAN  STREET - OMIT

85	INT.  ZORG'S  OFFICE - OMIT

86	INT./EXT.  STREET / TAXI - OMIT

87	INT.  REFRIGERATION  ROOM - OMIT

88	INT.  ZORG'S  OFFICE - DAY - OMIT

89	INT.  HALLWAY - OMIT

90	INT.  REFRIGERATION  ROOM - OMIT

91	INT.  TAXI - OMIT

92	INT.  ROOM - DAY - OMIT

93	INT.  TAXI - OMIT

94	INT.  ROOM - DAY - OMIT

95	INT.  TAXI - OMIT

96	INT.  SHAFT - OMIT

97	INT.  GARAGE - OMIT

98	INT.  ZORG'S  OFFICE - OMIT

99	INT.  GARAGE - OMIT

100	INT.  LOCKER  ROOM  GARAGE - OMIT

101	INT.  GARAGE - OMIT

102	INT.  LOCKER  ROOM  GARAGE - OMIT

103	INT.  KORBEN'S  BUILDING - DAY - OMIT

104	INT.  KORBEN'S  APARTMENT - OMIT

105	EXT. / INT.  SPACE / SPACESHIP

	...The dark planet. Three warships are positioned in front of it.
	Communication satellites arrive from all over the place, drawn to it like
a magnet.

						CAPTAIN
					(observing)
				It's gobbling up all the communication
				satellites in the galaxy!

106	INT.  PRESIDENT'S  OFFICE

	President Lindberg appears even more crushed by recent events.

						PRESIDENT
				Why the hell is it eating up all those
				satellites like that?

						HEAD SCIENTIST
					(desperate)
				...We're working on it, Mr. President.
				We're working on it.

						PRESIDENT
				It should only choke on them.

	MUNRO enters the office just as a cockroach crawls onto the desk.
There's a small antenna on its back.

107	INT.  SMALL  ROOM

	Zorg's Right Arm wears earphones, monitoring the President's conversation
with the cockroach-spy.

108	INT.  PRESIDENT'S OFFICE / SMALL ROOM

						MUNRO
				I managed to contact the Mondoshawan.
				They deplore the incident, but accept our
				apologies.

						PRESIDENT
					(relieved)
				And the Stones?  Did you find them in the
				wreckage?

						MUNRO
				The-Stones weren't aboard the ship.

						PRESIDENT
					(surprised)
				...What do you mean?

	The President is all ears.

	So is Zorg's Right Arm.

						MUNRO
				The Mondoshawan never fully trusted the
				human race..they felt we're too unpredictable..
				so they gave up the Stones to somebody they
				do trust. Her name is Plavalaguna. She's a Diva
				and she's going to sing at the charity ball on
				Fhloston Paradise in a few hours.  She has the
				Stones with her.

	The President breathes easier.

	Zorg's Right Arm is delighted.

						PRESIDENT
					(taking off a shoe)
				Excellent!

	The President crushes the cockroach with his shoe.

	Right Arm's earphones fly off his head. Good-bye eardrums.

109	INT.  PRESIDENT'S  OFFICE

						PRESIDENT
				I want your best man on this!

						MUNRO
				Don't worry, Sir. I have the perfect one.

110	INT.  KORBEN'S  APARTMENT - DAY

	C.U. The most disgusting dessert ever made.  Korben looks at it shimmying
on a plate as the Thai serves it to him proudly.

						THAI
				Stewed jellyfish cake.. my speciality..

	Korben forces a weak, polite smile as the Thai looks on expectantly.  The
phone rings.

						KORBEN
				Saved by the bell.

	Korben rises to get his cigarettes, and answer the phone.

						KORBEN
				...Hello?

						MOTHER (V.O.)
				You're the nastiest dirtbag I know in
				this stinking City!

						KORBEN
					(resigned)
				Hi Ma...

						MOTHER (V.O.)
				I've been playing twice a week for 20 years,
				20 years I've been eating those shitty croquettes.

	Korben goes to light his cigarette.  There are only two matches left in
the match box.
	Korben strikes one and it fizzles.

						MOTHER (V.O.)
				You wouldn't even eat one to help your
				poor mother, and you win the big prize?
				Know something? The whole thing makes
				me sick!

	The Thai starts to clean up.  Just as Korben goes to strike the second
match..

						MOTHER (V.O.)
				Are you listening to me, you ingrate!

						KORBEN
					(resigned)
				Yes ma..

	Korben sighs and puts the match back in the box.

	Korben enters his code on the keypad the Thai is holding.

						KORBEN
					(to the Thai)
				Go on... This is gonna take a while!

The Thai casts oft.  Korben closes the window.

						KORBEN
				Other than that... You all right?

						MOTHER (V.O.)
				...And now you're making fun of me?
				I'm warning you! If you don't take me
				after all these years of sacrifice, I'll
				never forgive you!!

	The Thai flies off.  In the hall, the cat meows-for more food.

						KORBEN
					(to the cat)
				I'm coming!. Ma, what're you talking
				about?

						MOTHER (V.O.)
				I get it! You want to make me beg,
				is that it?

						KORBEN
				All I want is an explanation! I just got
				in, I lost my job. I smashed my cab.
				I got mugged, but other than that
				everything's peachy, Ma, thanks for asking!!
				Now settle down and explain to me calmly..

	A message drops in his tube.  The red light goes on.

						MOTHER (V.O.)
				You just won a trip, you dolt!
				Ten days in Fhloston Paradise for two!

						KORBEN
				Ma. If I'd won, I'd know about it.
				Someone would have notified me.

						MOTHER (V.O.)
				They've been blaring out your name on
				the radio for the last hour, blockhead!

	He eyeballs the message still in the tube.  The doorbell rings.-

						KORBEN
				Ma.. it's the door. I'll call you back.

	Korben hangs up before his mother can say anything and heads for the
door.  Before he gets there it opens, General Munro enters followed by a
Captain and a Major.
	MAJOR ICEBORG is a woman. All she needs to become a man is a mustache.
	Munro opens a file.

						MUNRO
					(clipped)
				Major Dallas, if our calculations are correct
				you still have 57 hours owed to the Federal
				Army on your enlistment which is more than
				you will need for a mission of the utmost
				importance.

						KORBEN
				What mission?

						MUNRO
				To save the world.

						KORBEN
				Where have I heard this song before?

						MUNRO
				You're to leave immediately for Fhloston
				Paradise. Retrieve four Stones from the
				Diva Plavalaguna. And bring them back with
				the utmost discretion as possible.
				Any questions'?

						KORBEN
					(a little bewildered)
				Just one... why me?

						MUNRO
				Three reasons... One: As part of The Elite
				Special Forces Unit of the Federated Army
				you are an expert in the use of all weapons
				and spacecraft needed for this mission.

	Munro pulls out a long list of documents.

						MUNRO
				Two: Of all the members of your unit
				you were the most highly decorated.

						KORBEN
				And the third one?

						MUNRO
				You're the only one left alive...

	Munro removes the message Korben hasn't bothered to look at.

						MUNRO
				Don't you open your messages?

						KORBEN
				I've had enough good news for today

						MUNRO
					(by rote)
				You have won the annual Gemini contest
				and a trip to Fhloston Paradise. For two.
				Congratulations.
				Here are your tickets.

	He hands Korben the tickets.  Korben gets it.

						KORBEN
				You rigged the contest?

	Munro nods.

						MUNRO
				Major Iceborg will accompany you...
				as your wife...

	The idea of taking a trip with Iceborg makes him sick.

						KORBEN
					(sarcastic)
				You couldn't come up with something
				a little more discreet?

						MUNRO
				Old tricks are the best tricks eh?

						KORBEN
				I'm not going.

						MUNRO
				Why not?

						KORBEN
				One reason... I want to stay the only
				one left alive.

110A	INT.  KORBEN'S  HALL

	Leeloo and Cornelius search for Korben's apartment. Leeloo carries the
card Korben gave her.  Cornelius finds the apartment, and yanks the.
number off the door.  He waves Leeloo over as his hand goes to the bell.

110B	INT.  KORBEN'S  APARTMENT

	The doorbell rings.

						KORBEN
				...Scuse me.

	Korben goes to the door and looks out the peephole: the beautiful Leeloo.
	Korben panics, overcome with happiness.

						KORBEN
				...Shit!

						MUNRO
					(worried)
				What is it?

	Korben has two seconds to make up something to get rid of Munro.

						KORBEN
				It's my wife.

						MUNRO
				I thought you were divorced.

						KORBEN
				I mean my future.. my ex.. My future ex..
				if she sees you here I'm finished.  She hates
				you guys. It's what killed us in the first place.
				Please...

	He puts them in the fridge, shoving the jellyfish cake in Iceborg's
hands.

						KORBEN
				...Sorry, General, but we've got no choice!
				It'll only take a minute! Let me set up
				another meeting and I'll be back.

						MUNRO
				Three of us will never fit in there!

						KORBEN
					(pushing him)
				Oh, yes you will...

	Korben slams the fridge door.  The doorbell RINGS again.

						KORBEN
				...Coming!

	He whips through his place in ten seconds, gathers up things laying
about,
	shuts drawers, rolls up his laundry in the folding bed. He brushes his
hair back
	and opens the door with a big smile only to discover a gun stuck between
his
	eyes held by Cornelius.

						LEELOO
				Apipoulai!

						KORBEN
				I suppose that means "Hi" ?

						CORNELIUS
				I'm sorry to have to resort to such
				methods, but we heard about your
				good luck on he radio and we need
				the tickets to Fhloston.

						KORBEN
				Is that the usual way priests go on
				vacation?

						CORNELIUS
				We're not going on vacation..we're
				on a mission..

						KORBEN
				What kind of mission?

						CORNELIUS
					(sincere)
				We have to save the world.

						KORBEN
					(skeptical)
				Good luck..

						CORNELIUS
				Of course.

						KORBEN
				Father, I was in the Army for awhile
				and every time they told us we were
				on a mission to save the world the
				only thing that changed was I lost a
				lot of friends. So thanks for the offer..
				but no thanks.

	Cornelius is disappointed.  Leeloo looks crestfallen.

						KORBEN
				I'm sorry..

						VOICE
				This is a police control action..

	Everyone freezes as the whole building resounds with the electronic
voice.

111	INT.  LANDING  KORBEN'S  BUILDING

	A group of POLICEMEN bursts into the hallway.  One of the cops enters a
code on the police wall box.  A device descends from the ceiling, a
flashing light-siren,
	a VOICE fills the air.

						VOICE
				This is not an exercise.
				This is a police control.

	Cornelius starts to panic.  Korben takes charge.

						CORNELIUS
				Oh my god oh my god..

	Korben pushes a button sending the fridge to the next floor.  A shower
takes it's place.

						KORBEN
				Leeloo, hide in here and don't move!

	Leeloo hops in.  Korben tosses Cornelius on the bed.

						CORNELIUS
				What are you doing?

						KORBEN
				Trying to save your ass so you can
				save the world.

	..and hits a button on the wall.  The bed disappears into the wall.

	Korben grabs his tickets and slides them in his belt.

112	INT.  LANDING  KORBEN'S  BUILDING - DAY

	Meanwhile, the automatic police voice continues.

						VOICE
				...Spread your legs and place your
				hands in the yellow circles, please.

	A COP slaps a viewer device on Korben's door which makes part of it
transparent.

						COP 1
				Put your hands in the yellow circles,
				please.

	Korben takes his time hiding his face. The Cop looks at his sheet. He's
looking for
	a... KORBEN DALLAS. He has his picture, but it is Korben with long hair
and beard.

						COP 1
					(to COP 2)
				Sir? Are you a human?

						KORBEN
				No, I'm a meat popsicle.

						COP 3
					(at the other end of the hall)
				I found him!

	C.U. Korben's calling card is clumsily stuck to the door of the
neighbor's apartment.  COP 3 slaps the viewer on the nasty neighbor's door.
The neighbor is at his sink shaving instead of against the wall, COP 1
arrives with Korben's picture.

						COP 1
				Sir, this is a control.  Please put your
				hands in the yellow circles.

	The neighbor steps right up to the viewer, shaving cream on his face.  He
could pass for Korben.

						NEIGHBOR
				Fuck you!!

113	INT.  KORBEN'S  APARTMENT

	Korben still has his hands to the wall.

						KORBEN
				Wrong answer.

	SHOT O.S. EXPLOSION.  Scuffle.

114	INT.  HALL

	The riot police hustle down the hall dragging the neighbor behind them in
a canvas bag.  A cop is on the wall phone.

						COP
				OK, we got the guy under wraps.

115	INT.  ZORG'S  OFFICE

	Right Arm is on the phone, facing Zorg.

						COP (O.S.)
				It was not easy, but we bagged him!.
				Thanks for the tip!

						RIGHT ARM
					(smiling)
				Glad to help.

	He hangs up.

						RIGHT ARM
				They just arrested the guy for Uranium
				smuggling. Everything's going as planned.

	He shows him a plane ticket, and a passport with his picture and Korben's
name.

						RIGHT ARM
				All I have to do now is to go to the
				airport and take his place.  I should be
				in Fhloston in less than four hours.

	Zorg sits there quietly for a moment.

						ZORG
				Don't come back without the Stones.

116	INT.  KORBEN'S  APARTMENT

	Korben opens the shower door.  Leeloo is soaking wet, her teeth
chattering from the cold.

						KORBEN
				I'm really sorry.. there wasn't time.

His eyes fall on an old blanket.

						KORBEN
				Here let me wrap you up.

	Korben wraps her in an blanket and vigoroualy rubs her back.  Leeloo
warms gradually and snuggles closer to that warm comfortable shoulder.
Korben's rubbing slows, looking more like caresses.

						KORBEN
			..It's funny.  I've met you twice today  and
			you've ended up in my arms both times.

	Leeloo suddenly realizes that she has maybe gone a bit too far.
	She recovers, looking embarrassed too.

						LEELOO
					(nicely)
				Valo massa... Chacha hamas.

						KORBEN
				Uh..you're welcome.

	The intimacy makes him nervous.  He looks for a diversion.

						KORBEN
				Coffee!  That's what you need!
				A nice, hot cup of coffee!

	He pushes a button on the coffee machine.

						KORBEN
				With some honey!  You'll see, honey's
				great!...

	Korben rummages through the drawer.  Leeloo, innocent, doesn't seem to
quite understand everything that is going on.

						KORBEN
				A hot cup of coffee... with honey...

	He rummages through the cupboard, exceedingly nervous.  Leeloo smiles and
begins to look around.  She opens a drawer and comes upon..

						KORBEN
					(nervously)
				I've got this great honey somewhere.
				You know about honey?  There used to be
				these little animals who made it with antenna...

	..pictures of Major Korben Dallas War Hero.

						KORBEN
				..and these other animals who ate it..
				one were bees the other were bears..

	She looks back to the man fumbling for honey.

						KORBEN
				I forget which ate it and which made it
				but..

	And she smiles.

						KORBEN
				Here it is!

	Korben holds up the jar of honey.

						KORBEN
				Taste this...

	Leeloo innocently sticks his finger in the jar then puts it in her mouth.

						KORBEN
				It... melts in your mouth, doesn't it?

	She savors the honey, slowly; sensually.  Her lips shine with honey.  Her
eyes narrow with pleasure.  Korben is hypnotized by her lips, like a moth
attracted to a flame.  He begins to lose control, which makes him nervous.

	An indistinct sound comes from the wall.  But Korben is so entranced with
the sight of Leeloo licking her honied fingers, he doesn't hear it until
it becomes quite a racket.

						KORBEN
				You hear that?

						LEELOO
					(licking)
				Cornelius..

						KORBEN
				Oh god!

	Korben pushes the button on the wall.  The bed pops out, fully made, with
Cornelius tucked in it, struggling to get out.

						KORBEN
				I'm really sorry.. let me help you..

Korben begins to pull at the covers when..

						LEELOO
				Achta ge lumitai de matala..

	Korben turns..

						KORBEN
				What?

	He turns to Leeloo struggling out of her wet clothes. His breath is taken
away by the sight of her perfect body.

	Cornelius whacks him heavily on the head with a lamp.  Korben drops to
the floor.

						LEELOO
					(displeased)
				Vano da, mechteba?!
				Soun domo kala chon hammas!

						CORNELIUS
				No, I'm not proud of myself...
				But we don't have the luxury of choice.

117	INT.  ENTRANCE  KORBEN'S  BUILDING - DAY

	The POLICE exit the elevator and head for the front door.  A cop suddenly
takes a hit from a silencer, then a second. Others are bashed on the head
by MANGALORE warriors.  One of them picks up the prisoner bag, takes it
into a small shed.

118	INT.  SHED

	Aknot, the Mangalore leader, is seriously wounded and can't walk.

						AKANIT
				Korben Dallas!  We got him.

						AKNOT
				Perfect... Take command, Akanit.
				Go to Fhloston and get the Stones...
				If Zorg really wants them... He'll have
				to negotiate.  Revenge is at hand.

119	INT.  KORBEN'S APARTMENT  KORBEN'S  BUILDING - DAY

	Korben gets unsteadily to his feet, some blood drips down his face. He
daubs at it.

						KORBEN
				Jesus!... Some priest!

	The phone rings, he manages to answer.

						KORBEN
				Yeah?

						MOTHER (V.O)
				Have you pulled yourself together?

						KORBEN
				...Not yet.

	He hangs up.

	Korben opens the fridge door.  The three officers are frozen solid.
Korben grabs some ice, presses it to his forehead.

						KORBEN
				I'll take the mission.

	He closes the door.

120	INT. AIRPORT  HALL - DAY

	Cornelius and Leeloo (still damp) arrive at the Manhattan Intergalactic
Airport.
	A huge hall three quarters filled with trash piled up to the ceiling.

	There are groups of extra-terrestrials on strike standing in trash
holding picket signs.  A SECURITY GUARD picks up a phone off the wall.

						SECURITY GUARD
				Illegal gathering in Zone 4.

	A hand taps Leeloo from behind.  She whips around catching David in the
face.

						CORNELIUS
				Leeloo, be careful.

	He turns to David who in holding his bloody nose.

						CORNELIUS
				Did you get them?

	David hands Cornelius two passports.

						CORNELIUS
				Excellent... Leeloo Dallas.

	He hands it to her.  The name makes her smile.

						CORNELIUS
				And Korben David Dallas.

	She frowns.

						LEELOO
				Akta dedero ansila do mektet.

						CORNELIUS
				I can't pretend to be your husband...
				David's in great shape.

	She looks at David holding his bloody nose.

						CORNELIUS
				He'll protect you. Go on... See the Diva...
				get the Stones... See you at the temple...
				God be with you.

	ANGLE ON: Korben comes rushing into the airport. Walking quickly, he
scopes the hall looking for Leeloo. A POLICE PATROL bearing down on the
STRIKERS jostles him. The cops open fire.  The strikers dive into the garbage
and disappear.

121	INT.  BOARDING  GATE

	David nervously puts tickets and IDs on the check-in counter.
	Leeloo tosses her suitcase on the conveyor belt.

						CHECK-IN ATTENDANT
				Congratulations on winning the contest.

	David gives her a bleak smile.  Leeloo rolls her eyes.

	Back a ways, Korben has spotted Leeloo and... David.  He heads right for
them.  Leeloo's seen him. She is both delighted and panicked.  David's
seen nothing.  Korben presses one of his fingers like a gun to David's back.

						KORBEN
					(friendly)
				Hey! I really thought I was going to
				miss my flight!
					(to David)
				Thanks, kid! You put the luggage on
				the conveyor belt?

						DAVID
					(freaking)
				Uh... yeah.

						KORBEN
					(smiling)
				Great! Now beat it!

	Paralyzed, David leaves.  Korben turns to the attendant.

						KORBEN
				Excuse me.  I was so afraid I'd miss the
				flight that I sent the kid here to pick up
				my boarding card.

	He looks at David's fake ID.

						KORBEN
				...My cousin David...

	Leeloo is unable to hold back a smile.

						CHECK-IN ATTENDANT
					(looking at Leeloo's ID)
				Your wife?

	Korben grabs the ID and reads it.

						KORBEN
				Uh, yes... Newlyweds.
					(aside)
				You know how it is... Love at first sight.
				You meet, something goes tilt,. you get
				married, you hardly know each other.
				Right, darling?

	Leeloo rips her boarding card out of the attendant's hand.

						LEELOO
					(sharply)
				Dinoine chagantakat!

						KORBEN
				Took the words right out of my mouth.
				Go on... I'll be right with you.
					(to Check-in Attendant)
				It's our honeymoon. We're going to use
				the trip to get to know each other better.

	He winks at the stewardess.

	ANGLE ON:

	The neighbor and a tawdry young girl cross the airport.  The couple in
almost knocked over by a police patrol holding a 500 pound PIG on a
stainless steel leash. The couple panics a moment, the realize the patrol
isn't for them. The pig heads for the pile where the strikers disappeared.

						COP
					(to pig)

				Come on, snyffer, go root!

	The pig piles into the garbage.  The Cop cuts it some slack.
	Cornelius sits at a bar.

						CORNELIUS
					(to the bartender)
				I feel so guilty sending her to do the dirty
				work. I know she was made to be strong
				but she's also so fragile... So human.
				You know what I mean?

	The bartender, a robot, nods his head as he pours Cornelius a drink.

	ANGLE ON:

	The nasty neighbor and his wife hand their tickets to the check-in
attendant.

						CHECK-IN ATTENDANT
					(surprised)
				Dallas... Korben...

						NEIGHBOR
					(in a different voice)
				Yes, that's me.

	The check-in attendant triggers a transparent blue light that shines on
their faces, revealing two other faces:

	Mangalores.

						CHECK-IN ATTENDANT
					(smiling)
				Just a minute, please.

	She hits a silent alarm, but the Mangalores feel something is wrong.

						NEIGHBOR
				We'll be right back ... we're gonna
				check out the duty free...

	They spin around and hurry away.

	ANGLE ON:

	Cornelius at the bar, half in the bag.

						ROBOT
				The same?

						CORNELIUS
				Yeah...

						DAVID (V.O.)
				Make that two...

	Cornelius turns to David.

						CORNELIUS
				Where's Leeloo?

						DAVID
				On the plane... with Mr. Dallas...
				the real one.

						CORNELIUS
				It's all my fault.  I'm the servant...
				It's my mission! Here!

	He hands David the Temple Key from around his neck.

						CORNELIUS
				Here's the key to the Temple..
				Prepare for our arrival!

	Cornelius tosses David's drink into his own, downs it all in one shot,
and takes off, passing the Mangalore couple headed for the exit.  They are
very nervous.
	A police patrol is coming.  This time, it seems to be for them.

						NEIGHBOR
					(to the tawdry girl)
				Tell Aknot plan A flopped.
				Tell him to go to plan B.

	The tawdry girl nods and peels off. The neighbor takes out a gun and
blasts away at the cops.  The cops fire back. A firefight rages in the
hall. The tawdry girl dives into a pile of garbage and disappears.

						COP
					(into walkie-talkie)
				...Send in a back-up unit, Zone 7!

	ANGLE ON:

	On one side of the hall, a trap door opens. Three pigs come running out,
grabbed by their police handler.

	Cornelius waits until everyone has left, gets down on all fours and
crawls through the trapdoor reserved for the pigs.

122	INT.  FIRST  CLASS  LOUNGE

	Leeloo stands at the buffet in the first class lounge eating everything
in sight.

123	INT.  HALL

	Korben is led down the hall by a STEWARDESS.

						STEWARDESS
				You are so lucky... Loc Rhod is the
				coolest DJ in the universe.

						KORBEN
				Listen... I don't want to be interviewed.
				I'd prefer to remain anonymous.

	The stewardess stops in the corridor.

						STEWARDESS
				Forget anonymous.  You'll be doing Loc
				Rhod's live show every day from 5 to 7!

						KORBEN
					(expression changes)
				You gotta be kidding!

	The stewardess smiles and shakes her head.  The door next to him suddenly
swings open and smashes him in the face.

	In walks LOC RHOD amidst a tornado of music and security guards.  He is
young, good-looking, eccentric, charming as an elf or sly as a fox.  A
bundle of energy.  He is the 24th century's most popular DJ.

						LOC RHOD
					(speedy, in rhythm)
				Korben Dallas! Here he is The most hated
				man in the universe. The one and only winner
				of the Gemini Croquette contest! Ladies, start
				melting 'cause the boy's hot! Hot! Hot! The boy
				is perfect..
					(he feels his muscles)
				...The right size, right build, right hair.  Right on!
				Say something-to those 50 billion pair of ears out
				there D-man!

	An ASSISTANT hands a totally lost Korben a mike.

						KORBEN
					(hesitant)
				...Hi.

						LOC RHOD
				Does it get any better or what!

	Loc Rhod grabs Korben's arm and leads him down the hallway, as fast as
the music.

						LOC RHOD
				...Quiver ladies, he's gonna set the world on
				fire right here from 5 to 7! You'll know
				everything there is to know about the D-man.
				His dreams, his desires, his most intimate of
				intimates.  And from what I'm looking at
				intimate is the stud muffin's middle name.
				So tell me my main man... you nervous in the
				service?

						KORBEN
				Uh... not really.

	Loc Rhod lets go of Korben's arm and grabs the Stewardess.

						LOC RHOD
				Freeze those knees, my chickadees, 'cause
				Korben is on the case with a major face...

	Loc Rhod rubs up against the stewardess.

						LOC RHOD
				...Start drooling, ladies! My man here is a
				sharp-tongued Sire who's gonna stroke your
				every desire.

	They come to an intersection.  The airline company has prepared drinks
for them.  Loc Rhod pushes on, grabs a glass of champagne, scribbles his
autograph.

						LOC RHOD
				Yesterday's unknown will be tomorrow's Prince
				of Fhloston Paradise, the hotel of a thousand and
				one follies, home of luxury and beauty.  A magic
				fountain flowing with non-stop wine, women and
				Bootchie Koochie Koo...

	He tosses away his champagne glass.

						LOC RHOD
				Beware out there puppy dogs my man is on
				the prowl. Owwww!

	Howling, Loc Rhod grabs another stewardess by the arm.

						LOC RHOD
				...And start licking your stamps little girls,
				this guy's gonna have you writing home to
				Momma! Tomorrow from 5 to 7, I'll be your
				voice, your tongue and I'll be hot on the tail
				of the sexiest man of the year... D-man...
				Your man... My man.

	The stewardess shivers.  A BEEP is heard.

						VOCODER (O.S.)
				End of transmission.

	The MUSIC suddenly stops.  Several assistants come and compliment Loc
Rhod who sighs, lights up a cigarette, and drops his pretense.

						LOC RHOD
				Korben sweetheart do me a favor I know this
				is probably the biggest thing that ever happened
				to you in your inconsequential life. But I've got
				a show to do here and it's got to pop. So tomorrow,
				when we're on air, give me a hand... Try to make
				believe you have more than a one word vocabulary.
				OK pal?

	That does it.  Korben grabs him by the collar and drags him into a
corner.
	Loc Rhod's feet don't touch the ground.

						KORBEN
					(pissed)
				I didn't come here to play Dumbo on the radio.
				So tomorrow between 5 and 7 give yourself a
				hand, that clear pal?

						LOC RHOD
					(petrified)
				Crystal.

124	INT.  AIRPORT

	The Check-in attendant has two more tickets in her hand.

						CHECK-IN ATTENDANT
					(alter a moment, reading)
				...Mr. Dallas... Korben Dallas?

	Zorg's Right Arm gives her a big smile.

						RIGHT ARM
				That's right.

	The attendant scans the ID with a yellow beam, it checks out, and the
blue light reveals no other face but his.

						CHECK-IN ATTENDANT
				The problem is I only have one Korben Dallas on
				my list... and he's already checked in.

	Right Arm's smile shatters.

						RIGHT ARM
				That's impossible!  He's in j... I mean, there
				must be some mistake. I have my ticket!
				I'm the real Korben Dallas!

	A shrill BELL rings out.

						CHECK-IN ATTENDANT
					(smiling)
				I'm sorry, sir, boarding is finished.

	The attendant hits a button.  A thick window slowly slides up between
them.
	Right Arm totally loses it.

						RIGHT ARM
				I want to see your boss!  Get rid of this
				fucking window! Somebody's made a
				mistake, goddamnit!

	He pounds on the counter with both fists. A steel curtain comes down.
Red sighting beams target spots on his body, ten gun barrels protrude from
the wall, all aimed at him.

						VOICE (O.S.)
				This is not an exercise.  This is a police
				control.
				Put your hands in the nearest yellow circles...

						RIGHT ARM
					(slowing down)
				Sorry, my fault... Just a little overexcited...
				that's all... I'm calm now.

125	INT.  SHUTTLE - DAY

	Korben makes his way in the plane  looking for his seat. No more seats in
modern planes, just individual travel boxes lined up like microwaves.  He
passes STEWARD holding his bloodied nose. He has found what he is looking
for. He enters to.... Leeloo quietly stretched out in front of a computer
screen.  Korben slips in beside her.  Leeloo in concentrating on the words
that scroll rapidly  past her on the screen.  He doesn't understand what she
is doing.

						LEELOO
				Apipoulai!

						KORBEN
				Not hard to find you...just follow the
				Chaos...

	Leeloo smiles, as if complimented.

						KORBEN
				Leeloo, listen to me... these tickets...
				they're not mine... I mean they are, but
				not for vacation like everyone thinks...
				I'm on an operation... and if I didn't come
				get you, you'd be in a shitload of trouble...
				I'd love to be on vacation with you...
				but now.... now I've got to work...
				And Leeloo... I would love to work in peace.

	Leeloo types in "LOVE" on the keyboard.

						LEELOO
				Love...

						KORBEN
				Yes! But "love" isn't the operative word
				here, PEACE is!

	Leeloo types in this new word.

						LEELOO
					(rather pleased)
				Peace... and love...

	She brings up a picture of a 60's style Hippie flashing a peace sign.
Korben sighs and switches off the screen.

						KORBEN
				Sometimes you can't learn everything
				from a screen..sometimes it's better to
				ask someone who has experience..

						LEELOO
					(quite happy)
				What is... Make Love?

	Korben just stares at her for a few minutes.

						KORBEN
				Know what? On that subject maybe you'd
				be better off asking the screen.

	He turns the computer back on.

	ANGLE ON:

	A STEWARDESS walks up the aisle of the shuttle pushing the red buttons on
top of each individual box.

						VOICE (O.S.)
				...to make your flight as short and agreeable
				as possible, our flight attendants are switching
				on the timing sleeper which will regulate your
				sleep during the trip...

	ANGLE ON:

						LEELOO
					(switching off the screen)
				OK! Finished!

						KORBEN
				Finished what?

						LEELOO
				Learning language.

						KORBEN
				Which one?

						LEELOO
				All 900.

	Korben doesn't know if he should laugh or not.

						KORBEN
				You learned 900 languages in five
				minutes?!

						LEELOO
					(pleased)
				Yes! Now it's your turn! I learned your
				language, you have to learn mine!

						KORBEN
				I know how to say "Hello". Teach me how
				to say "Good-bye", that's all I need.

						LEELOO
				Apipoussan!

						KORBEN
				Apipoussan?

						LEELOO
				Good! Do you know how we say "make love"?

						KORBEN
					(fumbling)
				Uh...

						LEELOO
				...Hoppi-hoppa.

	Korben literally melts.

						KORBEN
					(to himself)
				Help...

	Luckily, a stewardess smiles at him through the box window.

						STEWARDESS
				Sweet dreams, Mr. Dallas!

	The stewardess sets the timing sleeper.  Korben and Leeloo immediately
fall asleep.

	A STEWARDESS at the other end of the shuttle has a problem.

						STEWARDESS 2
				Mr. Loc Rhod you have to assume
				your individual position.

						LOC RHOD
					(hugging her)
				I don't want an individual position,
				I want all positions!

						STEWARDESS 2
					(resisting somewhat)
				We're going to take off soon, Mr. Rhod!

						LOC RHOD
				Now you're talking!

126	INT.  COCKPIT  FHLOSTON  SPACE  SHUTTLE

	Three CREW MEMBERS prepare for liftoff.

						COPILOT
					(on the radio)
				Molecular axis authorization. Vector 130.
				Destination Fhloston.

	Stewardess 1 enters the cockpit.

						STEWARDESS 1
				Zone 1. 217 locked. The sleep regulator is OK.

						PILOT
					(checking her out)
				Thanks, Miss.

	The Stewardess leaves with a smile.  A red light flashes on the vast
control panel.

						MECHANIC
				Tell the ground crew we've got parasites
				in the landing gear.

127	INT.  AIRPORT  LANDING  STRIP - DAY

	A GROUND CREW MEMBER goes over to the truck parked under one of the
plane's wings and bangs on the side of it with a shout.

						GROUND CREW MEMBER
				Disinfecting!

	Two DISINFECTORS in hermetically sealed suits exit the truck.  They go
over to the front landing gear and send up a whooshing beam.  The flame
burns everything it touches.  A pack of repugnant creatures falls squealing
from the landing gear.  A small trapdoor is opened under the shuttle and a
huge slightly phosphorescent tube falls out.

128	INT.  AIRPORT  HALL / ZORG'S  OFFICE

	Zorg's Right Arm is in a phone booth in the middle of the hall.

						RIGHT ARM
				Yeah, it's me... Put Zorg on.

	He is already sweating.

						ZORG
					(cold)
				I'm listening.

						RIGHT ARM
				The real Korben Dallas is on the plane!
				He took my place.

						ZORG
				This is a joke, right?

129	INT.  SHUTTLE

	Loc Rhod is wrapped around a stewardess like a snake.

						LOC RHOD
				No!! I swear to God! I've never been this
				sincere with a human before!

130 EXT.  LANDING  STRIP

	TWO GROUND CREW MEMBERS stick an enormous, highly phosphorescant tube
	into the opening.

						GROUND CREW MEMBER
				You're fueled and ready to go.
				Have a nice flight.

131	INT.  SHUTTLE

						PILOT
					(to copilot)
				Everything ready for liftoff?

132	INT.  CABIN

						STEWARDESS
					(weakly, to Loc Rhod)
				No, no... I'm not ready! I'd like to talk first...

133	INT.  ZORG'S  OFFICE / AIRPORT  HALL

						ZORG
				I cannot hear you. We have a bad
				connection here.  What's your number?

	Right Arm reads off the phone number.

						RIGHT ARM
				278-500-645-321

						ZORG
				I'll call you back.

134  EXT.  LANDING  STRIP

	The runway is now empty. A man slips out of the shadows. It's Cornelius.
He scurries over to the front landing gear. He pauses for an instant, the
climbs up the wheel well and disappears inside the shuttle.

135	INT.  SHUTTLE

	The pilots are going through the pre-flight check list.

						COPILOT
				Anti static pressure?

						MECHANIC
				Primed.

	The mechanic presses a series of buttons.

136	INT.  CABIN

	Loc Rhod undoes a series of buttons on the stewardess' blouse, behind a
curtain. He whispers a poem.  Impossible to resist him. Outside the
curtain the stewardess' legs rise slowly.

137	EXT.  LANDING  STRIP

	On the ground, protective fire curtains rise slowly to contain the engine
exhaust on liftoff.

138	INT.  ZORG'S  OFFICE

	A keyboard slowly appears in front of Zorg.

						ZORG
					(typing the number)
				278... 500...

139	SERIES OF QUICK CUTS:

	The pilot gradually turns the engines up.

						COPILOT
				10 seconds...

						PILOT
				Power increase.

	- The stewardess undergoes a power surge from Loc Rhod that's about to
lift her of.

	- Zorg finishes gleefully typing in the number.

						ZORG
				3... 2... 1...

	- The engines at full blast.

	- The stewardess in close to screaming.

						PILOT
				Liftoff.

	- The copilot pushes a button.

	- So does Zorg.

	- The engines release their full power.

	- The stewardess screams in ecstasy.

	- In the hall, Right Arm literally explodes along with the phone and
everything else   within 60 feet.

140	INT.  FHLOSTON  SPACE  SHUTTLE

	The stewardess' legs slowly descend and disappear behind the curtain.

141	INT.  COCKPIT

	In the cockpit, the atmosphere loosens up.

						COPILOT
					(relaxing)
				Landing gear secure.  Let's light one up.

142	INT.  CABIN

	Korben and Leeloo sleep soundly in their box.  Leeloo has a smile on her
face and her hand in Korben's.

143	EXT.  OUTERSPACE - NIGHT

	The spaceship rockets past us, then suddenly vanishes with amazing speed.
Space is now empty and calm.  Billions of stars glow in perfect silence.


144	EXT.  SPACE

	The nefarious planet in still there, immobile, even larger now, writhing
like a serpent.  Then, suddenly, for no apparent reason, all activity stops
and it becomes gray and cold.

145	INT.  SPACESHIP

	In the Admiral's starship, scientists watch the measuring device.  One of
the devices suddenly starts working.

						TECHNICIAN
				All right! We're finally getting something!

146	INT.  PRESIDENT'S  OFFICE

	The Head Scientist stands facing the President, who is looking more tired
than ever.

						HEAD SCIENTIST
				The thing is sending out radio wavelengths!

						PRESIDENT
				What the hell does it want with radio waves?

						HEAD SCIENTIST
				...Probably wants to make a call!

	The President and his Generals look at him in astonishment.

147	INT.  ZORG'S OFFICE

	Picasso purrs contentedly on Zorg's lap.  The phone rings.

						SECRETARY (O.S.)
				Mr. Shadow on the line.

	Zorg shoots to his feet.  Picasso tumbles to the floor.  Zorg picks up
the phone, both excited and uneasy. He stands there, almost coming to
attention.

						ZORG
				Yes... Zorg here.

	The voice is feeble.  It comes from the far reaches of time, from the
bowels of the universe.

						SHADOW
				Am I disturbing you?

						ZORG
				No... not at all.  Where are you?

	SHADOW'S breathing is awesome.

						SHADOW
				...Not far, now.

						ZORG
				Really? Maybe I can get you on my screen
				and see you at last!

	Zorg brings up a huge screen and pushes a few buttons.

	In the middle of an electronic snowstorm, a blackish, vaguely human,
quiverinq form appears. Two eyes, like lava, give an idea where the head is.
Zorg feels sick.

						SHADOW
				Do you have the picture now Mr. Zorg?

						ZORG
				Got it.

						SHADOW
				How's our deal coming along?

						ZORG
					(ill at ease)
				Fine, just fine!  I'll have the 4 pieces you
				asked for any time now.  But it wasn't easy.
				My costs have tripled.

	Shadow pauses an instant.  A black slimy liquid starts to ooze from the
top of the screen.  Zorg is feeling worse all the time.

						SHADOW
				Money is of no importance...
				I want the Stones!

	The black liquid oozes all over the screen which starts to melt.  Zorg
sweats profusely,  his legs tremble.

						ZORG
				The Stones will be here. I'll see to it
				personally!

						SHADOW
				...I can't wait to be among you.

	Zorg sighs and sits down totally freaked.

148	EXT. ORBIT  FHLOSTON  PARADISE

	The space shuttle fills the screen.  It banks left and begins its descent
toward Fhloston, the turquoise planet.  Crystal blue water, perfect white sand
beaches.  A true paradise.

149	INT.  SPACE SHUTTLE

	The stewardess picks up a microphone to make an announcement.

						STEWARDESS
				Ladies and gentlemen, we have begun our
				descent toward Fhloston Paradise...

	Stewardesses walk down the aisles waking the passengers one by one. They
press a button on the door of each box.

	In the corner, Loc Rhod and the stewardess awake with a start and
straighten their clothes quickly.  The stewardess is embarrassed.

						STEWARDESS
					(timidly)
				I wanted to tell you that...

	Loc Rhod puts on his sunglasses and presses a finger to her lips.  He
disappears behind the curtain leaving the sighing stewardess on her own.

150	EXT.  FHLOSTON  PARADISE

	The spaceship descends through some clouds and glides over a vast
turquoise sea.  Fhloston Paradise looms into view.  An enormous oceanliner
floating a dozen yards above the water.  On closer inspection it is more
modern than a traditional oceanliner.  The shuttle draws near, looking
ridiculously small next to the monster.  Like a sardine next to a whale.

151	INT.  COCKPIT

	A blinking light goes on.

						PILOT
				Shit! Parasites in Zone 1. Take a look.

	The 1st Mate heads off.

152	INT.  CABIN

	A stewardess opens Korben's box door.  He is still heavy with sleep. He
looks over at Leeloo.  She's not there.

153	EXT.  FHLOSTON

	The tiny space shuttle clings to the huge oceanliner.

154	INT.  COCKPIT

	The Pilot maneuvers the ship into it's docking area.

						PILOT
				Docking activated.
				You can let the passengers out.

155	INT.  REAR  OF  COCKPIT

	The 1st mate pries open the door to an overhead panel.  Cornelius falls
out, hanging in a jumble of wires.

156.	INT.  ENTRANCE  HALL  FHLOSTON PARADISE - DAY

	The enormous door opens and the passengers exit.  Leeloo is among them.
She appears quite impressed by the beauty and luxury of the 19th century
decoration.

157	INT.  CABIN

	Korben attempts to make his way up the shuttle's aisle.

						KORBEN
					(jostling everybody)
				Pardon me.  Excuse me. I'm trying to
				reach my wife.. Sorry!

158	INT.  ENTRANCE  HALL

	A dozen policemen wait patiently at the end of the hall.  Leeloo stops
and presses against the wall.  She spots Korben leaving the shuttle.  A
gorgeous HOSTESS comes up to him, drapes a lei around his neck and plants a
kiss on his lips in welcome.

						HOSTESS
					(smiling)
				Welcome to Paradise.

	Korben's face is covered in lipstick.  Leeloo sees he did nothing to stop
the girl and she doesn't like it.

	A HEFTY MAN wearing a sarong drapes some flowers around her neck.  Then,
	obviously relishing it, he leans down to kiss her.  Leeloo bashes him on
the forehead.  The hefty man straightens up.  He's still smiling, but his
nose is bleeding. He falls slowly to the floor.

	Korben pushes forward trying to spot Leeloo.  He also tries to wipe the
lipstick off.  Leeloo tries to escape through a door marked PERSONNEL ONLY,
but it's locked.  A HOST looks at her with a grin.

						HOST
					(playful)
				If you don't have the code you can't
				open it!

	Leeloo smiles and punches in an old code and twists the doorknob.  The
door opens with the sound of a braking lock.  Leeloo smiles sweetly and enters
as if nothing were amiss.

	A shriek of joy fills the room.  Korben turns around.  The HOSTESSES
cluster around Loc Rhod as he comes out of the plane.  Loc Rhod spots Korben
and latches onto his arm.  It's not going to be easy to remain discrete.

						LOC RHOD
					(relieved)
				My main man! Please don't leave me here
				alone. My head's killing me and my adoring
				fans are gonna tear me apart! Get me outta
				here!

						KORBEN
				I'll take you to the bar, after that,
				you're on your own.

						LOC RHOD
					(hanging on to Korben)
				Oh, yes! Do that! You treat me right,
				man. Tell me all about yourself, your
				roots, your personal life, your childhood
				dreams...

						KORBEN
				I don't think this is a good time...

						LOC RHOD
				...You got brothers and sisters? What
				about your dad? Tell me about your
				dad! What was he like? Physically?
				Big, I suppose?

						KORBEN
					(evasive)
				Yeah, very big, a giant.

						LOC RHOD
				I didn't have a dad... never saw him...
				never even heard him. 50 billion people
				listen to me every day... and he doesn't
				hear me...

159	INT.  SMALL  ROOM  FHLOSTON PARADISE - DAY

	Leeloo is in a small room, ear at the door, listening. Everything seems
normal. She turns and discovers the room for what it is:	a rest room
for... three cops who look up from their books and stare blankly at her.
Leeloo doesn't know what to do. So she smiles.

160	INT.  HALL - OMIT

161	INT.  MAIN HALL  FHLOSTON  PARADISE - OMIT

162	EXT.  ORBIT  FHLOSTON  PARADISE - DUSK - OMIT

163	INT.  THE CONTROL ROOM  FHLOSTON  PARADISE - DUSK - OMIT

164	INT.  KORBEN'S  STATEROOM

	The door opens.  The HOSTESS turns on the light and enters.  Korben
follows her, gaping at all the luxury.

	The BAGGAGE BOY enters bringing Leeloo's two suitcases.

	Korben grabs the notice announcing Diva Plavalaguna's concert at 5:30 in
that evening.  Dress: Formal attire.

						KORBEN
				For the concert it says formal attire...
				I didn't bring...

	The hostess pulls back the closet door.  Twenty tuxedos in a row.

						HOSTESS
					(looking him over)
				Here's some champagne. I'll drop by after
				the concert to open it.

	She gives him a blinding smile and closes the door.

	Korben pushes a button.  The curtains open to reveal a most spectacular
view of the turquoise planet.  Stars shoot out into infinity.
Breathtaking.  Korben stands gaping.  The phone rings, snapping him out of
his reverie.

						KORBEN
				Hello?

						MOTHER (O.S.)
				You little sleaze bag!

						KORBEN
				...Ma???

						MOTHER (O.S.)
				Don't you ever ask me for another thing
				in my life again, you've killed your
				poor mother with your own hands!

	Korben drops into an armchair and sighs. His eyes go to the ceiling.

						KORBEN
				...Ma!!!

165	INT.  CONTROL ROOM  FHLOSTON PARADISE - OMIT

166	INT.  FHLOSTON PARADISE  POLICE OFFICE - DAY

	The Chief of Police has Cornelius in front of him, handcuffed.

						FOG
				The Diva's ship is coming in.

						CHIEF OF POLICE
				I want maximum security.

						FOG
				Yes. Sir!

						CHIEF OF POLICE
					(to Cornelius)
				OK, let's hear it.

						CORNELIUS
				Where was I?

						CHIEF OF POLICE
					(bored)
				...You open the door. There's a cabby with
				a girl in his arms.

	FOG opens the door.  Two COPS come hobbling in all bloody and bandaged.
They hold up a THIRD COP.

						CHIEF OF POLICE
				What happened?
				A bomb go off in your face?

						BEAT-UP COP
				Yeah... A 5 foot 7 inch bomb...
				with green eyes.

	Cornelius perks up.

						CORNELIUS
				And the smile of an angel?

	They all turn to look at him.

						CORNELIUS
					(to Chief)
				May I speak to you alone.

167	INT.  CORRIDOR  FHLOSTON PARADISE - DAY

	Leeloo watches the Diva's arrival.  A door opens and two POLICEMAN clear
the way for DIVA PLAVALAGUNA, her MANAGER, her BODYGUARDS and a gaggle of
	PORTERS carrying trunks.

	Not wanting to draw attention to herself, Leeloo feigns interest in a
painting that is obviously upside down. A white chiffon veil covers the face
of the Diva, she stops in front of Leeloo.  The Diva reaches out and
strokes Leeloo's face, without touching her. The Diva removes her hand
making a sound of crackling electricity, then passes on.  Leeloo is groggy.
The Diva's ASSISTANT comes up to her.

						DIVA'S ASSISTANT
				Please forgive this little incident. She wants
				you to know that she senses great powers in
				you... in the service of a noble cause... She
				will give you what you have come to get, but
				she wants to sing first...
				One last time...

	The Diva's assistant turns the painting right side up.

						DIVA'S ASSISTANT
					(nodding)
				Miss.

	Leeloo looks at the painting, seems to understand it better.

168	EXT.  DIVA'S  SUITE

	Policemen stand at attention in front of the Diva's suite.

						FOG
				Hello, I'm head of security.
				Everything is in order. You can...

	The Diva enters her suite without letting him finish.

						FOG
				...make yourselves at home safely.
				If you need anything...give it a knock!

169	INT.  POLICE  OFFICE  HALLWAY - NIGHT

	A door opens near the police officer's main entrance. Cornelius looks
both ways. Then crosses the hall, dragging the Chief of Police by the feet.

170	INT.  KORBEN'S  STATEROOM

	Korben finishes putting on his tux, still on the phone.

						KORBEN
				Listen, Ma! I've only got a few days
				vacation and I'll be damned if I'm
				gonna spend them on the phone.

	The door RINGS.

						KORBEN
				...Hang on, it's the door. No!
				I told you I didn't bring anybody!
				I'm all alone... as usual!

	Korben opens the door.  It's not the champagne.  Even better. It's
Leeloo.

						KORBEN
					(to his mother)
				...I'll call you back.

	Leeloo heads right for her suitcase and starts to undress.  Korben has to
turn away once more.

						KORBEN
				Here we go again...

						LEELOO
					(by rote)
				You know women normally change five
				times more than men.

						KORBEN
				You get that off the screen?

						LEELOO
				Yes... you know there's a lot of
				differences between men women.

						KORBEN
				You noticed..

						LEELOO
				OK, you can turn around!

	Korben turns around.  Leeloo has put on a very simple dress which is sexy
to the max.  He is smitten.  So much so that Leeloo wonders if something
isn't quite right.

						KORBEN
				Where you going?

						LEELOO
				I'm going to see the Diva sing. What's
				the matter?... Do I look bad?

						KORBEN
				No, not at all!  I mean, just the opposite,
				you're... you're beautiful!

	Leeloo smiles at him, his compliment pleases her.  She turns, revealing
her unzippered back.  Korben cannot help but stare at her bare flesh.  Her
perfect bottom.

						LEELOO
				Do you know how this works?

	Korben's blood boils.  She wriggles, pressing her hands together close to
the zipper.

						KORBEN
				I have an idea.

	But instead of pulling on the zipper he slips a bracelet on her wrist.  A
flourescent beam bursts out of the bracelet and forms a vertical bar going
from the floor to the ceiling.
	Stunned, Leeloo is held captive.

						KORBEN
				I told you I need to work in peace.
				Remember? I need to concentrate.

						LEELOO
				And you can't concentrate with me
				around?.

						KORBEN
				It's difficult.

	She tries to breakout.

						KORBEN
				Army issue. I'm sorry.

	Leeloo tries desperately to get out of the handcuffs. Impossible.

	Korben sets the radio down in front of her and turns it on.
	Leeloo looks like she'd like to break his head.

						LEELOO
					(seething)
				You're nothing but a... a...

						KORBEN
				The words you're looking for weren't
				in the dictionary you studied. I won't
				be long.

	The door flies open.  Loc Rhod barges in.

						LOC RHOD
				Hey Stud we gotta...

	Then he sees the scene, Leeloo cuffed, in a low cut dress.  His mind goes
to the obvious.

						LOC RHOD
				Korben my man what's happening here?
				Who's the chick? What's the gig?
				We free forming here? Getting funky
				with the monkey? Can I get in on this?

	Korben grabs him by the collar..

						KORBEN
				No..to all of the above.

	And yanks Loc Rhod out of the room.  Leaving Leeloo looking extremely
unhappy.

171	INT.  RADIO - OMIT

172	INT.  LOC RHOD'S  STATEROOM  FHLOSTON  PARADISE - NIGHT - OMIT

173	INT.  HALL - OMIT

174	INT.  BATHROOM - OMIT

175	INT.  DIVA'S  SUITE  FHLOSTON PARADISE - NIGHT - OMIT

176	INT.  FHLOSTON  PARADISE  OPERA - NIGHT

	Loc Rhod and Korben enter what turns out to be a replica of the Garnier
Opera in Paris.  A hostess escorts them to their seats.

						LOC RHOD
					(broadcasting)
				We have just walked into what is probably
				the most beautiful concert hall in the universe.
				Totally awesome! Magnificent paintings on the
				ceiling. I don't know who painted them, but he
				must have busted his balls! I see a row of former
				ministers, more sinister than minister! A few generals
				practicing how to sleep. And there's Baby Ray, star
				of stage and screen, drowning in a sea of nymphets.
				He's not gonna get much out of this concert, he's
				stone-deaf!

	ANGLE ON:

	Baby Ray bending his ear to a girl asking for an autograph.

						BABY RAY
				...to who?

						LOC RHOD
					(moving down the aisle)
				...And over there is Roy Von Bacon, the king
				of laserball and the best paid player in the League.
					(shakes hands as he goes by)
				...And over there is the Emperor Kodar Japhet
				whose daughter Aachen is still at the bar.
				"I love to sing, too, but in the shower", she
				recently confessed to me. She will no doubt
				prove to be as generous tonight as she always is.

	A waiter gives them two glasses of champagne.  Track with the WAITER an
he leaves the hall with his empty tray.  He enters a small room reserved for
staff.

177	INT.  STAFF  ROOM  FHLOSTON  PARADISE - NIGHT

	The waiter joins some other WAITERS.  They are well armed.  He opens a
cupboard and pulls out a humongous weapon. Suddenly their faces burn off
revealing AKANIT, the young leader of the Mangalores, and his troops.

						AKANIT
				It's showtime!

178	INT.  CONCERT  HALL

	The lights dim slowly in the concert hall.

179	INT.  PRESIDENT'S  OFFICE

	President Lindbergh and his staff, including Munro, sit at the desk.
Speakers appear.

180	INT.  KORBEN'S  SUITE

	Leeloo, still a prisoner, listens to the concert.

181	INT.  CONCERT  HALL

	Korben is tense.  The curtain rises.  The Diva, in a stunning gown,
stands in the center of the stage, head bowed.  Behind her, a star filled
window.  The MUSIC begins.  The Diva looks up, a rare beauty, but an alien.
And then she begins to sing.  Her voice is divine, unmatched.  Korben is
swept up in the TEARS.

182	INT.  KORBEN'S  SUITE

	Leeloo has tears in her eyes

183	INT.  DIVA'S  SUITE

	The manager couldn't care less about the concert.  His main problem is
the bottle of scotch he can't seem to open.  The doorbell RINGS.

						MANAGER
					(ugly mood)
				Yeah!?

						VOICE (O.S.)
				Flowers for the Diva.

						MANAGER
				She's allergic to flowers!!!

						VOICE (O.S.)
				There's champagne as well...

	The manager takes one look at the stubborn bottle and opens the door. And
finds himself staring down the barrel of a gun. A dozen Mangalores rush
in. One of them, with a human face, closes the door and waits out in the hall.

	ANGLE ON:

	Cornelius watching from around the corner.

						CORNELIUS
				...My God!

184	INT.  CONTROL  ROOM  FHLOSTON  PARADISE

						CAPTAIN
				Commander, I have a ship with a main
				malfunction. He requests permission to
				dock for repairs.

						COMMANDER
				Did you check out his registration number?

						CAPTAIN
				Everything's in order.

						COMMANDER
				Put him in the docking garage and inform
				the police.

185	INT.  COCKPIT  ZFX200 - NIGHT

						CAPTAIN (V.O.)
				Permission granted. Dock 575.  You have
				an hour. Will that be enough time'?

	Zorg sits at the controls.

						ZORG
					(cold)
				More than enough.

186	EXT.  FHLOSTON  PARADISE - NIGHT

	The ZFX approaches Fhloston.

187	INT.  KORBEN'S  SUITE

	The ship comes close enough for Leeloo to see it out the window.

	FLASHBACK:

	The same ships with Mangalores at the controls attack the Mondoshawans at
the beginning of our story.

188	INT.  KORBEN'S  SUITE

	Leeloo is alarmed.  She has to act.  She seizes the flourescent bar beam
with great effort and rams it into the ceiling, marking a hole large enough
for her to escape.

189	INT.  CLOSET  FHLOSTON  PARADISE

	Cornelius bursts into the closet he left the Chief of Police tied and
gagged in.  He quickly unties him.

						CORNELIUS
					(in a panic)
				Mangalores! The Diva's suite! They want
				the Sacred Stones! They must be stopped.
				We must stop them!. I'm going to free you
				but you must promise to help me!

	The Chief of Police nods his agreement.

190	INT.  DIVA'S  SUITE

	The Mangalores have trashed the suite.  One of the Mangalores finally
finds a case engraved with the four elements.

						MANGALORE
				I have it.

	The Mangalore is about to open the case when... Leeloo descends quietly
and gracefully from the ceiling.  Time stands still.

						LEELOO
				(smiling)
			Apipoulai!

191	INT.  CONCERT  HALL

	The Diva switches from classical music to funk, picking up the tempo.

	INTERCUT':

192	INT.  DIVA'S  SUITE / CONCERT  HALL.

	A WARRIOR whips out the biggest knife ever made and rushes Leeloo.  She
disarms him gracefully.  A violent fight breaks out.  The Diva sings and
Leeloo dances.  The Mangalores pay a heavy price for the show.

193	INT.  CORRIDOR

	Hearing noise from inside the suite, the Mangalore by the door gets
nervous.  He runs for reinforcements.

194	INT.  POLICE  STATION

	Cornelius enters the police station wearing handcuffs.  The Chief of
Police is behind him holding a gun.

195	INT.  DIVA'S  SUITE / CONCERT  HALL

	Leeloo knocks out the last Mangalore just as the Diva finishes her song
to a burst of applause.  The Diva takes a bow.   So does Leeloo.

196	INT.  ROOM

	Akanit and his men listen to the concert. The Mangalore guard runs in.

						MANGALORE
				They were waiting for us! It was an
				ambush!

						AKANIT
				If it's war they want it's war they'll get!
				Enact the Final Plan!

	All the Mangalores cock their weapons.

197	INT.  DIVA'S  SUITE

	Leeloo is about to open the case when the door EXPLODES.  Zorg is there
holding a ZF1.

						ZORG
				My compliments, little lady!
				...And thanks for doing all the dirty work!
				I couldn't have done it any better myself!
					(sharply)
				...Now hand over the Stones!

	Leeloo smiles and hands him the case.  Zorg arms the ZF1 and gets ready
to kill her.

						ZORG
				Nice knowing you.

	Leeloo catches on quickly.  She kicks the scotch bottle on the floor into
the gun which throws Zorg's shot off.  She jumps to the ceiling and
disappears in an air vent.  Furious, Zorg fires at the ceiling.

198	INT.	AIRSHAFT

	Leeloo dodges the bullets as best as she can.

199	INT.  SUITE

	Zorg fires his 3000 round clip.  The ceiling looks like a piece of swiss
cheese.  Zorg sticks a small cylinder in the wall and flicks it on.  The
numbers flashing by tell us it's a bomb.  The timer reads: 19 minutes and 59
seconds.

						ZORG
					(with a crafty smile)
				You can run but you can't hide...

200	INT.  POLICE  OFFICE  FHLOSTON  PARADISE - NIGHT

	Cornelius is seated opposite the Chief of Police.  A MEDIC is bandaging
the chief's head.  The door explodes.  The cop outside in riddled with
bullets.  A dozen Mangalores attack the police office.  Akanit is at
their head.  The policemen are caught unaware.

						AKANIT
				Nobody move! We're taking over this
				ship!

	The Chief of Police is goggle-eyed.  Cornelius leans toward him.

						CORNELIUS
					(pleased with himself)
				I told you...

201	INT.  CORRIDOR

	Zorg has the case and exits the suite just as the general alarm goes off.
	He sighs in exasperation.

202	INT.  CONCERT  HALL

	Three Mangalores suddenly rush into the opera hall shooting.

						MANGALORE 1
				Everyone down!

	There is panic all around.

						LOC RHOD
					(broadcasting, panic stricken)
				Ladies and gentlemen, I think we're being...
				attacked.  The place is crawling with warriors.

203	INT.  PRESIDENT'S  OFFICE

	President Lindberg and his generals look very worried.

204	INT.  CONCERT HALL

	Some security guards open fire one of the Mangalores is hit.  The others
turn their guns on the cops.  People scream, diving for cover.  Korben bides
his time.

	More Mangalores rush in from all around shooting.  Two cops are killed.
	The Diva... takes a bullet.

	She falls from the stage into Korben's arms. He lowers her to the floor.
Korben ignores the panic all around and wraps her in his dinner jacket,
trying to stop the blue blood spurting from her wounds.

205	EXT./ INT.  SPACE  AROUND  FHLOSTON

	Zorg's ZFX200 speeds away from the boat.  Zorg is at the controls, a
devilish smile on his lips.

						ZORG
				You want something done, do it yourself!

206	INT.  CONCERT  HALL

	Fighting rages all around in the concert hall, but Korben is oblivious to
it.  He sets the Diva's head delicately on the floor.  Loc Rhod is hidden
nearby, still on the air.

						LOC RHOD
					(voice low, panicked)
				They're hideous. They've got a crest on
				the head, the eyes of a toad and fingers
				all over their hands. Totally hideous!

207	INT.  PRESIDENT'S  OFFICE.

						MUNRO
					(worried)
				...Mangalores!

						PRESIDENT
				Send a battalion out immediately!

208	INT.  CONCERT  HALL

						KORBEN
					(to the Diva)
				I was sent by the government to help you.

						DIVA
				Don't worry.  This is my fate...
				How was the concert?

	Korben is a little surprised, but... the Diva is an artist.

						KORBEN
				I've never heard anything so beautiful
				in my life.

	A Mangalore jumps on them from the stage.  Korben makes short work of him
and grabs his gun.

						DIVA
					(weak)
				You're a good man...
				She was right to have chosen you...

						KORBEN
				Who?

						DIVA
				The Fifth Element...
				The Supreme Being... Your wife...

	Korben is floored.

						KORBEN
				Leeloo... is... she's...

						DIVA
				Yes, and more than that... You must
				give her the Stones, she's the only one
				who knows how to use them.

						KORBEN
					(to himself, suddenly
					realizing)
				...So Cornelius was telling the truth!

209	INT.  POLICE  STATION

	The Mangalores tie up Cornelius and the Chief of Police together.

						CORNELIUS
					(to the Chief of Police)
				Of course I was telling you the truth!...
				If you had listened to me in the first place,
				we wouldn't be in this predicament now!

210	INT.  CONCERT  HALL

	Korben wastes two more Mangalores.

						DIVA
				She needs you. She needs your help and
				your love. She's more fragile than she seems...

	Korben looks around, ready for another attack.

						KORBEN
				...Yeah, so am I.

	The Diva takes his hand.

						DIVA
				She was taught to love the life of others...
				but not her own. You have to teach her
				to love if you want her to truly live!

						KORBEN
					(uncomfortable)
				I'll help her, I promise, but I think you
				should tell me where the Stones are!

						DIVA
				Do you love her?

						KORBEN
				I... I don't know! We hardly know
				each other... it takes time!

						DIVA
				I don't have time... I need to know.

						KORBEN
				Listen, the last time I admitted to a woman
				I loved her ... I never saw her again.

						DIVA
				I would like to have died in peace...

	The Diva's eyes close.

211	INT.  DIVA'S  SUITE

	The timer on Zorg's bomb clicks over to "15 minutes".

212	INT.  CONCERT  HALL

						KORBEN
				You tell me to save the world then
				you go off and leave me in the shit!

	He shakes her, gently slapping her cheeks.

						KORBEN
				Come on! You're not gonna die in peace!
				You're not going to die at all! You hear me?
				Where are the Stones?

213	INT.  SPACESHIP

	Zorg sets the Sacred Case on a table in the cockpit.  He opens it with a
complacent smile:		It's empty!

	He cannot believe his eyes.  He goes berserk, destroying everything in
sight.

214	INT.  CONCERT  HALL

	Korben slaps the Diva soundly.  She comes around somewhat.

						KORBEN
				I'm sorry, but... the Stones...

						DIVA
					(very weak)
				They are... with me...

	The Diva dies.  Blue blood streams from her mouth.  Korben frisks the
Diva but doesn't find anything.  The shooting slowly stops in the theatre.
The Mangalores are now in total control.

						MANGALORE 2
				Stay calm and nobody will get hurt!
				Hands on your head and into the hall!

	The guests comply

						KORBEN
					(to himself)
				...The Stones are with me?

	and then it occurs to him.

						KORBEN
				...In me?

	He touches the Diva's stomach and senses something hard.  Girding
himself, he sticks his hand in the wound and pulls out a Sacred Stone.
Then another.  And another.  Korben pulls out all four Stones, covered in blue
blood.  Everyone has left the theater.  The Mangalores check the aisles one
by one.

	Loc Rhod peeks out from under a seat.

						LOC RHOD
				Don't you think we'd better be going?

	A Mangalore spots Korben kneeling alongside the Diva.  He grabs Korben by
the shoulder and pokes him with his gun.

						MANGALORE
				Hey, you! With the others!

	Korben spins and, in one swift motion, breaks his arm.  Just for
starters.  Another WARRIOR rushes over.  Korben punches him into oblivion
and snatches the gun.

						KORBEN
				That's it... I've had... all day people
				have been sticking guns in my face...

	Korben wraps up the four Stones in his shirt.

						LOC RHOD
				Korben man... These dudes are going
				to waste us if we don't do what they say.

	Korben gives him the package and grabs his mike.

						KORBEN
				You don't do what I say... I'll waste
				you myself. Got it?

						LOC RHOD
				Got it...

215	INT.  PRESIDENT'S  OFFICE

	President Lindberg dabs his sweaty face with a towel.

216	INT.  POLICE  STATION

	Akanit is still in the police station facing control screens.  He barks
into a
	walkie-talkie.

						AKANIT
				What's the situation in the hall?

217	INT.  HALL

	Hostages are being gathered in the middle of the hall.  They are
surrounded by Mangalores who guard them.

						MUGGER
					(into walkie-talkie)
				There's no more resistance.
				Everything's under control.

	Three Mangalores are suddenly blasted through the glass door leading to
the theater.  Korben bursts into the hall, two huge guns in his hands.

						KORBEN
				Everybody down!

	Korben takes out two more WARRIORS coming towards him, rolls behind a
column.
	Laser bullets stinging all around his head.

						LOC RHOD
				This is amazing! Korben, Korben Dallas,
				the winner of the Gemini Croquette
				contest just killed three warriors like he was
				swatting flies...

	Panic everywhere!  Heavy firing fills the hall.

	ANGLE ON:

	Roy von Bacon, the laserball player, rises from the floor behind a
Mangalore, grabs him and smashes his head into a column, seizing the gun.

	ANGLE ON:

	Two Mangalores firing a huge machine gun at the column Korben is using
for cover.
	He dives for cover behind the bar.

	ANGLE ON:

	Two Mangalores watch awestruck.  Roy whistles behind them.  The two
Mangalores turn around.  Roy bonks their heads together.

						LOC RHOD
				It's Roy von Bacon, the Lions center
				forward joining in the battle...

	Someone taps Loc Rhod on the shoulder.  He jumps with fright.

						PRINCESS AACHEN
					(hot to trot)
				All this is terribly exciting, hmmm?

	Loc Rhod covers his mike.

						LOC RHOD
				GET OFF MY BACK!

	A Mangalore shoots in their direction.  Loc Rhod flattens himself on the
floor.  A vase falls on the Princess knocking her out.  A Mangalore loads
some missiles in his gun and destroys the bar piece by piece forcing Korben to
move forward.  Korben motions to Baby Ray hiding under the pool table.

						KORBEN
				Toss me the balls!

						BABY RAY
					(terrified, still deaf)
				What?

	Another piece of the bar explodes.

						KORBEN
				The balls for Christ's sake!

	Korben apes playing pool, but Baby Ray really is stone-deaf.

						EMPEROR JAPHET
				He wants the balls! You deaf or something?

	The EMPEROR rolls the balls over to Korben.  The Mangalore loads more
missiles and shatters another part of the bar.  Korben hides behind the last
bit left.

						KORBEN
				How far is he from here?

	The EMPEROR glances at the Mangalore, who in reloading.

						EMPEROR
				I'd say about thirty yards to the left.

	Korben hefts the ball, jumps up and hurls it with blinding  speed.  The
Mangalore catches it right in the head.  He drops, firing in the air.  The
missile strikes the ceiling which collapses on him.  The emperor gives Korben
a thumb's up.

						LOC RHOD
				...And our man Korben has literally
				knocked out the opposition with an
				amazing 90 foot pitch.

	The COPS on the floor rise, scoop up weapons from dead Mangalores and lay
down a line of fire at the last of the fleeing rebels . Roy whirls his arm
in victory.

						FOG
				Thanks for your help.

						KORBEN
				Forget it.

	Korben grabs Loc Rhod and takes him with him.

218	INT.  KORBEN'S  SUITE

	Korben bursts into the room. He stares at the luminous bar still struck
to the ground and sees the hole Leeloo escaped through.

						KORBEN
				Leeloo???

219	INT.  DIVA'S  SUITE - CEILING

	Leeloo in bleeding all over.  She can barely move.

						LEELOO
					(feeble)
				Kor... ban...

220	EXT.  NEAR FHLOSTON

	The ZFX 200 speeds back toward Fhloston Paradise.

221	INT.  DIVA'S  SUITE

	The bomb timer now reads 10 minutes.

222	INT.  POLICE  STATION  HALLWAY - FHLOSTON  PARADISE

	The last of the Mangalores have barricaded themselves in the back of the
station and shoot at anything that tries to enter.  Korben joins the
policemen already there.

						COP 1
				Hey, who are you?

						KORBEN
				The winner of the Gemini Croquette contest.

	Korben goes to the door and peeks around the corner.  Loc Rhod arrives.

						KORBEN
				Seven to the left. Five to the right.

						COP
				What's he doing?

	Korben leans around the corner and fires rapidly.

						KORBEN
				Six to the left. One to the right.

						LOC RHOD
				He's on vacation.

						KORBEN
					(reloading)
				We got to find the leader. Mangalores
				don't fight without a leader.

223	INT.  POLICE  STATION

	Akanit gets up, grabs Cornelius by the throat and put a gun to his head.

						AKANIT
				One more shot and we start killing
				hostages, got that?

224	INT.  POLICE  STATION  HALLWAY

						KORBEN
				Found him...

						AKANIT
					(tense)
				Send someone to negotiate!

						KORBEN
				Mind if I go? I'm an excellent
				negotiator.

						COP 1
				Uh... Sure, go ahead.

	Korben gets ready.

						COP 1
				We're sending someone in who's
				authorized to negotiate.

225	INT.  POLICE  STATION

	Korben walks quickly into the room, heads straight for Akanit, raises his
gun and puts a bullet through his head.

						KORBEN
				Anyone else want to negotiate?

						COP 2
					(to another Cop)
				Where'd he learn to negotiate like that?

226	INT.  PRESIDENT'S  OFFICE

						MUNRO
				From us!

	The President gives Munro a hard look.

227	INT.  CONTROL  ROOM

	The police round up the remaining Mangalores.  Korben is at the control
center screens trying to find Leeloo.  Cornelius comes over to him,
embarrassed.

						CORNELIUS
				You're probably very angry with me and
				I quite understand. But I want you to
				know I'm fighting for a noble cause.

						KORBEN
				Yeah, I know... to save the world... but
				right now all I want to do is save Leeloo.

						CORNELIUS
				Leeloo's in trouble?

						KORBEN
				When is she not in trouble?

						CORNELIUS
				Uh.. Have you tried the Diva's suite?

	Korben realizes that Cornelius in probably right.

228	INT.  FHLOSTON  PARADISE  LANDING  DOCK  AND  GARAGE

	The ZFX200 settles in the landing dock garage.  SECURITY POLICE approach
the ship just as Zorg in getting out holding the ZF1.

						POLICEMAN
				More trouble?

						ZORG
				Nothing I can't fix myself.

	He brings up the ZF1 and wipes out the garage.

229	INT.  DIVA'S  SUITE

	Korben enters the Diva's suite which is in shambles.  He looks
everywhere, but finds nothing.

230	INT.  AIRSHAFT

	Leeloo lies in a pool of blood.  She hears something below her.

231	INT.  DIVA'S SUITE

	Exhausted, Loc Rhod wipes his forehead and finds himself face to face
with the bomb stuck on the wall.

	Korben in busy looking for Leeloo.

						KORBEN
					(loudly)
				Leeloo?

	Up in the airshaft, Leeloo has heard him.

						LEELOO
				Korben...

	Her voice is too weak, Korben can't hear her.

						LOC RHOD
				Korben man... what the hell is this?

	Korben gives the bomb a prefunctory glance.

						KORBEN
				A molecular bomb.

	Three minutes left on the timer.

						LOC RHOD
					(increasingly worried)
				And, uh, what're these numbers clicking
				by?

						CORNELIUS
				Probably the time remaining before it
				explodes.

	Cornelius smiles and continues his search.

						LOC RHOD
					(weak smile)
				You're just saying that to scare me! Right?
				If it was a bomb, an alarm would've gone off.
				There's bomb detectors in all these hotels!

	A general alarm goes off.  Loc Rhod is crushed.

232	INT.  MAIN  HALL

	The lights flicker.

						VOICE (O.S.)
				This is a Type A alert. For security reasons
				the hotel must be evacuated. Please proceed
				calmly to the lifeboats located in the main
				hallways.

	A wave of panic engulfs the hall.  The cops are unable to hold back the
crowd as it stampedes to the exits.

233	INT.  CORRIDOR

	Zorg marches down the corridor shooting everyone in his path.

234	INT.  DIVA'S SUITE

	Loc Rhod stands paralyzed in front of the flashing timer.  Less than two
minutes left.

						LOC RHOD
				Maybe we oughta be going,
				what do you think?

						KORBEN
				Not without Leeloo.

	Loc Rhod cannot take his eyes off the bomb.

						LOC RHOD
				Like D-Man, I hate to bother you but uh,
				like, we're down to 2 minutes here...

	Korben breathes out, bothered.  He turns his attention to the bomb.

						KORBEN
				It's the latest model.. I've never seen one
				before... it works off a magnetic coded
				card... Let's see if I can rig it up.

235	INT.  AIRSHAFT

	Leeloo sticks her fingers out one of the bullet holes and lets some of
her blood drip down.

	The blood splats on Korben's hand.  He snaps his head up and knows
immediately who is up there.  He forgets about the bomb.

						LOC RHOD
				Hey! What are you doing? The bomb!

	Korben drags the desk over, jumps on it and pokes his head in the torn up
airshaft He spots Leeloo who gives him a weak smile.

						KORBEN
				Don't worry, I'm here now!

	He pulls her toward him, helps her out of the shaft and stretches her out
on the desk.

						KORBEN
				Just relax. I've got the Stones.
				Everything's going to be fine.

	30 seconds left on the timer.

						LOC RHOD
					(falling to pieces)
				Like Korben, can I have 30 seconds of
				your time here?

						KORBEN
					(to Leeloo)
				I'll be right back.

	Korben dashes over to the bomb.  He is stopped by the barrel of the ZF1.
Zorg, in person, holding a magnetic card.

						ZORG
					(smiling)
				Allow me...

	Zorg slips a small magnetic card in the bomb, it starts to count down
from 5 minutes.

						ZORG
				Just for the fun of it.

	Loc Rhod faints.

						ZORG
				Well, what do we have here? Is this
				Korben Dallas? The famous winner of
				the Gemini Croquette contest?
				Or is this Korben Dallas from Special
				Section sent by old Lindberg himself.

	Korben doesn't reply.

						ZORG
				...In any event, whoever you are,
				I was glad to meet you.

	Zorg fires at Korben who figures he is dead.  Nothing.  Zorg tries again.
Nada.  The clip is empty.  Zorg starts to panic.

						ZORG
				...A 3000 round clip! I didn't fire off
				3000 rounds... did I?

						KORBEN
				Don't you know how to count.
				It's not all that hard. Watch!

	Korben punches him square in the face, shows him his index.

						KORBEN
				One! That's for trying to kill me!

	Second Punch.

						KORBEN
				Two! That's for firing me! Three!
				That's for pushing around a priest!
				And the rest is for what you did to
				my wife!

	Korben pummels him mercilessly.

236	INT.  PRESIDENT'S  OFFICE

	President Lindberg prefers closing his eyes.  Munro's shoulders move as
if he were beating on Zorg.

237	INT.  DIVA'S  SUITE

	Zorg falls to the floor, beaten to a pulp.  The timer clicks over to 3
minutes.

						KORBEN
				We're outta here!

	He picks Leeloo up in his arms.

	Cornelius grabs Loc Rhod and gives him a resounding slap.

						LOC RHOD
				Are you nuts, Father? That hurts! I
				can't feel my teeth.

						CORNELIUS
				Doesn't matter all you need are your
				legs.

238	EXT.  FHLOSTON  PARADISE - NIGHT

	The lifeboats launch from the hotel and fly out into space.

239	INT.  FHLOSTON  PARADISE  LANDING  DOCK  GARAGE

	Korben, carrying Leeloo, Cornelius and Loc Rhod are in the garage.

						VOICE (O.S.)
				Two minutes to complete evacuation...

	Korben bursts the lock on the first ship he finds and enters followed by
Cornelius and Loc Rhod.  The ZFX200.

240	INT.  DIVA'S  SUITE

	Zorg starts to come around.

241	INT.  ZFX200

	Korben sets Leeloo down.

242	INT.  DIVA'S SUITE

	Zorg picks up his ZF1, unaware of the bomb and the countdown.

						ZORG
				I didn't fire three thousand rounds...

243	INT.  ZFX2O0  COCKPIT

						VOICE (O.S.)
				One minute to total evacuation...

						LOC RHOD
				You know how to fly this thing?

						KORBEN
					(concentrating)
				It's like a cab isn't it?

						VOICE
				30 seconds...

						KORBEN
				Anyone know how to release the lines
				on this crate?

244	INT.  DIVA'S SUITE

	Zorg is busy with the ZF1 when the bomb starts to BEEP signaling the last
ten seconds.  Zorg is terror stricken.  He pushes a button and holds the
ZF1 over his head.

						ZORG
					(loudly)
				Maximum Protection.

	A mauve-colored magnetic shield closes around Zorg like an indestructible
	sarcophagus.

245	INT.  ZFX200  COCKPIT

	Cornelius and Loc Rhod are bent over the buttons looking for a way to
release the lines.

						VOICE (O.S.)
				6... 5...

						KORBEN
				Found it?

	Loc Rhod searches frantically.

						LOC RHOD
				I don't even know what I'm looking for!

						KORBEN
				Fuck it! Hold tight!

	Korben slams the throttle into full forward.  The ship roars away ripping
the lines to shreds.

	Loc Rhod is thrown to the rear of the ship.

	CUT TO:

	The counter goes 1... 0

	-The suite disintegrates - The corridor is consumed.

	-The main hall is no more.

246	EXT.  FHLOSTON  PARADISE

	The ZFX200 jets away as the enormous oceanliner explodes behind it.

247	INT.  ZFX200

	The ship stops shaking.  That was a close one.  Everyone's relieved.

						KORBEN
				Solid little jobs, aren't they?

						LOC RHOD
					(broadcasting, exhausted)
				Dear listeners, your favorite DJ is alive and
				kicking. It's seven o'clock and time for the
				news. Tune in tomorrow for another adventure.

						VOCODER (O.S.)
				Beep. End of transmission.

	Loc Rhod lets out a huge sigh.

						LOC RHOD
					(to the others)
				The best show I ever did!

248	EXT.  PLANET  FHLOSTON

	A magnetic sarcophagus crosses the Fhloston sky and crashes into a
glacier.

249	EXT.  FHLOSTON

	Zorg appears in the middle of the ice.  He takes a portable phone out of
the ZF1.

						ZORG
				How's that? Can you hear me better
				now?

						SECRETARY (O.S.)
				Yes, Mr. Zorg, I hear you perfectly!
				So, how was the concert?

						ZORG
				Who gives a shit! I didn't come here to
				listen to music! Listen up instead of
				running off at the mouth!
				The batteries on my phone are almost gone.

						SECRETARY (O.S.)
				Yes, Sir!

						ZORG
				Dispatch me another ZFX200 immediately.
				Someone stole mine.

						SECRETARY (O.S.)
				Right away, Sir. I'll send you a new one to
				the hotel.

						ZORG
				I'm not at the hotel!

						ZORG
				Hello?...

						BEEPER (O.S.)
				Battery dead.

	Zorg is all alone, lost, in the middle of the glacier.

						ZORG
					(to himself)
				Stay calm.... stay calm...

250	INT.  PRESIDENT'S  OFFICE

	General Munro enters the office with a smile.

						MUNRO
				Major Dallas has the Five Elements on
				board. The priest is guiding them directly
				to the temple.

	President Lindberg closes his eyes in relief.

						PRESIDENT
				Thank God! We've been saved!

	A SCIENTIST rushes in.

						SCIENTIST
				Mr. President.

						PRESIDENT
				Yes? Now, what?

251	EXT.  SPACE

	A ball of fire, all-powerful Evil, speeds across the screen with three
Federal Army warships following along behind it as best they can.

252	INT.  PRESIDENT'S  OFFICE

						PRESIDENT
				What do you mean, "its advancing"?!

253	INT.  COCKPIT  FEDERATED  WARSHIP

						COMMANDER
				It's not only advancing, but it's moving at
				incredible speed! We're having trouble
				following it.

254	INT.  PRESIDENT'S  OFFICE

						PRESIDENT
					(to Scientist)
				...And... Do you have any idea where it's
				heading?

	The scientist is hard to put to answer, he shakes his head.

255	INT.  ZFX200  COCKPIT - NIGHT

	Korben gently wipes Leeloo's forehead with a cloth.  She opens her eyes a
little.

						KORBEN
					(gentle, loving)
				Apipoulai..

	Leeloo smiles, weakly, feverish.

						LEELOO
				I'm so very sad.

						KORBEN
				Why? We did pretty well, wouldn't
				you say?

						LEELOO
				Five hundred wars... Arms... Drugs...
				Money...
				Everything you create is used to destroy...

						KORBEN
				I told you not to read all that crap!

						LEELOO
				Protect life... Until death.

	Her eyes close and she falls back asleep.  Korben is worried.  She seems
so depressed.  Cornelius enters.

						CORNELIUS
				There's a General on the phone...
				His name's Mambo, I think.

256	INT.  PRESIDENT'S  OFFICE

						MUNRO
				Munro here. President Lindberg wants
				to talk to you.  Hold the line.

	The President clears his throat and takes the phone.

						PRESIDENT
				Major, first off, I want to thank you,
				in my name and in the name of the
				Federation...

257	INT.  ZFX200 / PRESIDENT'S  OFFICE

						PRESIDENT (O.S.)
				For the praiseworthy courage you have
				shown us! I'd like to congratulate General
				Munro for his choice. He found the ideal
				man for such a...

						KORBEN
					(to the point)
				So now what's the problem?

	The President drops into his armchair and sighs.

						PRESIDENT
				There's a ball of fire 1,200 miles in diameter
				heading straight for the earth. And we have
				no idea how to stop it! ...That's the problem.

	Korben thinks fast.  The Priest is with him.  The Five Elements are on
board.

						KORBEN
				How much time before the collision?

	The President queries the scientist with a nod of the head.

						SCIENTIST
				If its speed remains constant... in an
				hour and 57 minutes.

						KORBEN (O.S.)
				I'll call you back in two hours.

	Korben hangs up.  The President looks stunned.

258	EXT.  SPACE

	The ZFX200 shifts to the speed of light and vanishes in the star-studded
cosmos.

259	INT.  CHAPEL

	David is asleep.  He is woken by the sound of...

260	EXT.  DESERT - DAWN

	The ZFX200 is parked in the middle of the desert.

	Korben walks ahead carrying Leeloo.  Cornelius has the four Stones with
him.
	Barely awake, Loc Rhod stumbles along.  David appears at the door of the
chapel.

						DAVID
				You're all safe. Thanks be to God!

						CORNELIUS
				Later, David! Later!
				There's not a minute to lose!

	The small group enters the chapel.

261	INT.  CHAPEL

	Cornelius pushes the group onto the altar which is surrounded by a wooden
barrier.  Cornelius stands in front of the cross.

						KORBEN
				Excuse me, Father, but... could we pray
				later?

	Cornelius bends the cross and pushes it down.  A mechanism is set off
lowering the altar like a service elevator.

	The altar descends amid rocky walls.

262	INT.  PRESIDENT'S  OFFICE

						MUNRO
				They just landed in the desert.

						PRESIDENT
					(sweating)
				How much time is left?

263	EXT.  SPACE

	Earth is in view.  The Dark Planet fills the screen and heads for the
blue planet.

264	INT.  PRESIDENT'S  OFFICE

						SCIENTIST
				About nine minutes.

	President Lindberg has trouble breathing.

265	INT.  TEMPLE

	Lit by torches, Korben sets Leeloo delicately on the altar in the exact
center of the four elements.  Cornelius looks over the four Stones every
which way.

						CORNELIUS
					(panic-stricken)
				Uh, this one... must be water!

	It's obvious he doesn't know where to put it.

						KORBEN
				Don't tell me you don't know how all
				this works?

						CORNELIUS
				Theoretically, yes! The four Stones form
				the beam and the Fifth Element is supposed
				to stand in the middle there, but...
				I don't have the reference book.
				I've never seen the Stones work!

	Korben can't believe his ears.  He tears the Stone out of Cornelius' hand
and studies the inscriptions.  He goes over to one of the four bases the
stones rest on and tries to figure it out.  The symbol of air is on the Stone,
the same as on the base.

						KORBEN
				Match the symbols!

	Korben places the first Stone and picks up another one.  Cornelius has
found the symbol for water.  Loc Rhod sits down.  He is very tired.

						LOC RHOD
				What is this some kinda game? Like
				chess?

	Korben pulls him to his feet and sticks a Stone in his hands.

						KORBEN
				No. It's much simpler. If we don't figure
				out where these Stones go in five minutes,
				we're all dead! Think you got it?

	Loc Rhod's got it and runs over to put in his Stone.  The four Stones are
all in place but nothing happens.

						KORBEN
				There's no light! You told me there were
				supposed to be four beams of light.

						CORNELIUS
					(lost)
				Yes, of course, but... The Stones are shut!
				They have to be open for it to work.

						KORBEN
				And you don't know how they open,
				is that what you are saying?

						CORNELIUS
				That's what I'm saying.

266	EXT.  SPACE

	The Dark Planet closes in on Earth rapidly.

267	INT.  CHAPEL

	Korben leans over Leeloo.

						KORBEN
				Leeloo? The Stones! We have to open
				them! How does it work?

						LEELOO
					(feeble)
				The wind blows... the fire burns...

						KORBEN
				I know all that, Leeloo! I'm talking
				about the Stones.

						LEELOO
				...The rain falls...

	Korben is desperate.  Leeloo's too weak, he won't get anything more out
of her.
	He darts over to a Stone and turns it over and over.

						KORBEN
				The rain falls... the wind blows?

	Loc Rhod stands in front of his Stone looking at Korben.

						KORBEN
				Try and figure out how this fucking thing
				opens, instead of staring at me like that!

	Loc Rhod starts feeling the Stone all around.

						LOC RHOD
					(afraid)
				I'm looking, I'm looking.

268	INT.  PRESIDENT'S  OFFICE

	The tension is palpable in the President's office.

						SCIENTIST
				...Three minutes.

						MUNRO
				We've lost contact with them.

269	INT.  CHAPEL

	Korben and Cornelius turn the Stones every which way.  All to no avai1.
Loc Rhod is discouraged.

						LOC RHOD
				...we'll never make it.

	He sighs.  Three hooks pop off the Stone.  Loc Rhod can't believe his
eyes.

						LOC RHOD
				It... it moved! Korben! Korben!

	Korben rushes over, looks at the Stone.  Hooks are undone.

						KORBEN
				What did you say? What did you do?

						LOC RHOD
				Nothing! Swear to God, I didn't do
				nothing!

						KORBEN
				Look, you did something that set it off.
				Try to remember. Concentrate. Tell me
				exactly what you did!!

	Loc Rhod tries to duplicate the same movement.

						LOC RHOD
				I was like this... With my hands here and...
				I said, "We'll never make it!" That's all!

	Nothing happens.

						KORBEN
				Is that all?

						LOC RHOD
				Yeah... then I sighed... like this.

	Loc Rhod sighs, really depressed this time.  The Stone opens even more.
	Korben's got it.

						KORBEN
				The wind! The wind blows...

	Korben blows on the Stone which immediately opens revealing a patch of
blue sky with some miniature clouds floating around inside.  A yellow beam
pops up like a ray of sunlight, like Korben's smile.

						KORBEN
				Quickly, everyone on a Stone!
				Water for water!  Fire for fire!
				Earth for earth!

	The two men move fast.  Korben on the 4th Stone: Earth.  He grabs a
fistful of earth  and throws it on the Stone.  A miniature patch of green
appears and immediately forms a green beam.  Cornelius wipes his forehead
with a scarf and wrings it out over the Stone.  It opens revealing a patch of
miniature raging sea.  A blue beam appears.

	Loc Rhod has a problem.

						LOC RHOD
					(shaking)
				I don't have a light.  I stopped smoking
				last week! If we'd come a bit sooner...

	Korben pats his pockets, he comes up with a box of matches.  There's only
one left.

						KORBEN
				Don't breathe.

	Loc Rhod and Cornelius hold their breath.  Korben strikes the match.  A
small flame appears on the tip.  A breeze goes through the room.  Korben
feels like he's got TNT in his hands.  He approaches the flame to the Stone.
The flame twists, dims, flickers ...but holds on.  The Stone opens.  A patch
of miniature fire appears. Korben sighs, snuffs out the match.  The fourth
beam, a red one, immediately forms.

270	EXT.  SPACE

	A mass of fire fills the screen.  The Earth is only a thousand miles
away.

271	INT.  PRESIDENT'S  OFFICE

						SCIENTIST
					Two more minutes.

	The President shuts his eyes.  His lids move in prayer.

272	INT.  CHAPEL

	Korben helps Leeloo onto her feet where the four beams and four colors
crisscross.

						KORBEN
				It's up to you now, Angel!

						LEELOO
				I'm so tired...

						KORBEN
				You can sleep tomorrow... come on...

						LEELOO
				I want to sleep... forever...

						KORBEN
				Leeloo! Listen to me! I'll take you on
				a vacation afterwards! A real vacation,
				this time, for as long as you want.
				Come on! You can do it!

	Korben slowly releases Leeloo and steps back from the altar.
	Leeloo can barely stand in the center of the four beams.
	An indistinct white beam begins to form around her, starts to rise.

						CORNELIUS
				Come on Leeloo! Come on!

	The beam loses its intensity.  Leeloo crumples to the floor.

273	EXT.  SPACE

	The Dark Planet hurtles toward Earth.  A hundred miles before impact.
The African continent is visible.  No doubt about it:	The fireball is
heading right for Egypt.

274	INT.  PRESIDENT'S  OFFICE

	Seconds tick away relentlessly on the scientist's stopwatch.

						SCIENTIST
				It'll be entering the atmosphere in one
				minute.

275	INT.  CHAPEL

	The heat in the temple is unbearable.  All the walls start to ooze the
same horrible black slimy liquid seen at Zorg's.  A drop of liquid falls to
the temple floor and begins to smoke, eating away at it like acid.  Loc
Rhod has to dodge another drop of the stuff.  Korben quickly straightens
Leeloo up and puts her back in the center of the beams.

						KORBEN
				Leeloo! If you don't get on with the
				program we're all gonna die! And that's
				not on my agenda for today.

	Leeloo wraps her arms around Korben's neck.

						LEELOO
					(weak)
				What's the use of saving lives...
				when you see what you do with them!

						KORBEN
				You're right but there are lots of good
				things... beautiful things...

						LEELOO
				...Like love...

						KORBEN
				Exactly.

						LEELOO
				But I don't know love... I'm like a machine
				programmed to save other people's lives but
				never to have one of my own.

276	INT.  PRESIDENT'S  OFFICE

	The Scientist's stopwatch goes from 30 to 29 seconds.

277	INT.  CHAPEL

						LEELOO
				I have thousands of memories but none
				of them are mine... There is no need for
				me other than this. I'm immortal but I have
				no life.

						KORBEN
				Yes, you do! I need you. More than you
				can imagine! Stand up straight!

						LEELOO
				Why?... Why would you need me?

						KORBEN
				Because...

						CORNELIUS
					(to himself)
				Tell her, for God's sake!

	A bit of the black acid falls on Loc Rhod's shirt setting it on fire.  He
rips if off.

	CUT TO:

278	INT.  CHAPEL

						KORBEN
				Because...

	Leeloo has tears in her eyes.  The heat is overpowering.  Black acid is
everywhere.

						LEELOO
				Tell me...

						KORBEN
				I love you...

	Despite her fatigue, Leeloo smiles broadly.

	CUT TO:

278b	INT.  PRESIDENT'S  OFFICE

	The stopwatch goes from 3 to 2.

279 INT.  CHAPEL

						LEELOO
				Now you're allowed to kiss me.

	- Korben wraps his arms around her and kisses her like he's never kissed
anybody before.  - The white beam, the Divine Light, immediately forms
around Leeloo and Korben. - The stopwatch hits zero.  - The Absolute Beam
explodes from the top of the pyramid and heads straight into the sky zapping
the fireball smack in the middle, slowing it down.  - Korben and Leeloo kiss
like there was no tomorrow.

	- The beam hardens and slowly solidifies the Evil Planet.  Inaudible
screeches escape from the dying planet.  Screeches of terrifying pain as if a
million souls were dying.

	- Streams of black acid spurt from the pyramid and solidify like
brilliant stalactites.

280	EXT.  SPACE

	The pure beam, the Light of Life, has finished its work.  The Dark Planet
nothing more than a dead planet.
	Strangely enough, it looks like the moon.  Everything is calm around it.

281	INT.  PRESIDENT'S OFFICE

	President Lindberg opens his eyes and realizes he's not dead-

						SCIENTIST
				The planet seems to have stopped at...
				62 miles from impact.

282	INT.  CHAPEL

	In the temple, the beam loses its intensity.  But Leeloo and Korben
remain stuck together, lost in their kiss.  Cornelius has dropped to his
knees, clutching his hands.

	Loc Rhod slips along the wall with a sigh.  He gives Cornelius a knowing
smile.

						LOC RHOD
				This guy is a killer with the babes.
				I knew it from the moment I laid eyes
				on him.

	Cornelius and Loc Rhod burst out laughing.  Korben and Leeloo keep on
kissing.

283	INT.  LABORATORY

	We are in the Nucleological Laboratory that gave birth to Leeloo in the
beginning of our story.  The President enters the lab followed by a group
of officials in ceremonial dress.

						MUNRO
				Mr. President, let me introduce you to
				Professor Mactilburgh, who runs the center.

						MACTILBURGH
				It's an honor to receive you. Mr. President.

						PRESIDENT
					(beaming)
				Yes.. Well? Where are our two heroes?

						MACTILBURGH
				They were so tired from their ordeal that
				we put them in the reactor this morning..

						PRESIDENT
				I have 19 more meetings after this one
				Professor..

						PROFESSOR
				Of course.. Let me see if they're revived.

						AIDE
				We go live in one minute, Mr. President.

	Mactilburgh goes to the reactor and opens a small slot which allows him
to see what is going on under the blue shield.

	Leeloo and Korben are naked, arms wrapped around each other, kissing and
probably engaged in hoppi hoppa.
	Mactilburgh looks troubled.

						MACTILBURGH
				I.. uh.. they need five more minutes,
				Mr. President.

	The President, pressed for time, looks over to his aide who in struggling
with a phone call.

						AIDE
				No ma'am... I tried... No ma'am...

						PRESIDENT
				Who is it?

						AIDE
				Some woman... claims she's Korben's
				mother...

						PRESIDENT
				Give it here...

	The President takes the phone and goes to the window.

						PRESIDENT
				Mrs. Dallas, this in the President.
				On behalf of the entire Federation,
				I would like to thank...

						MOTHER (V.O.)
				Don't pull that crap with me, Finger...
				I'd recognize that trash can voice of
				yours in a dark alley during a rain storm.
				You tell that worthless no account son
				of mine he should plotz for the way he's
				ignored his mother... when I think of all I
				sacrificed for him...

284	EXT.  NEW YORK

	Outside the lab we see the President through the window, holding the
phone away from his ear.

	PAN slowly across Manhattan.
	Credits Roll as TWO full rising silver moons ascend in the dark blue sky.

THE END