The City

 1   EXT. VALHALLA                                                  1   

     The multi-billion dollar space station orbits silently above 
     the planet Earth.

     SUPER: EARTH SPACE STATION VALHALLA, 2052

 2   INT. VALHALLA - CAUSEWAY                                       2   

     Senator AMBROSE sprints down the vast but empty causeway, 
     his frantic footfalls complimenting his arrhythmic panting.  
     The view of Earth through the viewport is breathtaking, but 
     it is old hat for the middle-aged black man, whose bald head 
     is glistening with sweat.

 3   INT. VALHALLA - TRIUMVIRATE CHAMBER                            3   

     Ambrose skids to a halt inside the triumvirate chamber, and 
     finds that Senator LATIMER and Senator TAMARA are already 
     present, standing by a large, flickering holographic display 
     in the center of the room.

     Tamara, a beautiful but hard-edged Mexican woman and by far 
     the youngest of the three, has her arms crossed and throws a 
     look of disdain Ambrose's way.

     Latimer, a lanky white man whose face accounts for each of 
     his sixty seven years and then some, pays the latecomer no 
     mind, trying to get a better picture on the holo-screen.

                           TAMARA
               Come on, Latimer.  We're on a twenty 
               billion dollar space station and 
               this is the best reception you can 
               get?

                           LATIMER
               The Doctor is broadcasting from a... 
               remote location, Tamara.  This feed 
               should suit our purposes just fine.
                    (to Ambrose)
               Well, come over here, Ambrose, no 
               need to prolong this poor man's 
               suffering any longer than is 
               necessary.

     Ambrose treads quietly across the deck, wiping a hand across 
     his brow.

                                                       (CONTINUED)

-----------------------------------------------------------------------------------------------------
     382-Furey-0302                                          p. 2
     3-6-01                                                      


                           AMBROSE
               Then... your scientists have isolated 
               a cure?

                           LATIMER
                    (smiles)
               After a fashion.

     Ambrose gets his first clear glimpse of the scene on the 
     holo-screen.  A plague victim is writhing on an operating 
     table in a sterile, claustrophobic quarrantine room, an Asian 
     man in a full body haz-mat suit tending to the man's 
     restraints.

                           LATIMER (CONT'D)
                    (to the Doctor)
               The last of our party is arrived, 
               Doctor.  Why don't you walk us through 
               it.

     The Doctor turns to the camera and clears his throat.

                           DR. MORI
               As you say, Senator Latimer.

     Mori gestures to the operating table.

                           DR. MORI (CONT'D)
               As you can see, this man is suffering 
               from advanced stages of the Arzamas 
               16 virus.  Now, watch closely as I 
               adminster the injection.

     As Ambrose watches Mori walk back toward his patient, he 
     furrows his brow and elbows Latimer.

                           AMBROSE
                    (quietly)
               Isn't that... Dr. Mori.  Dr. Endo 
               Mori, the war criminal?

                           LATIMER
               Right you are.  Good catch, Ambrose.

                           AMBROSE
               I... it was my regiment who placed 
               him under military arrest.

                           LATIMER
               Oh, of course, of course, I remember 
               reading about that.

                                                       (CONTINUED)

-----------------------------------------------------------------------------------------------------
     382-Furey-0302                                          p. 3
     3-6-01                                                      


                           AMBROSE
               It was my understanding that he died 
               in prison.

                           LATIMER
                    (pause)
               A lot of people make that mistake.

     Ambrose frowns, but turns his attention back to the holo-
     screen.

     Dr. Mori administers his injection.  At first, nothing 
     happens.  Then the patient goes into a CONVULSIVE FIT.  After 
     a few moments, all the physical symptoms of Arzamas 16 have 
     rescinded.  But the man lies still, the EKG piping out a 
     steady FLATLINE...

     Ambrose's mouth falls open.  He looks around, dumbfounded.  
     Latimer looks quite pleased with himself.  Tamara, on the 
     other hand, doesn't betray even a hint as to what she's 
     feeling.

                           AMBROSE
               T-that man is dead!

                           LATIMER
               That man is cured!

                           AMBROSE
               B-but, surely you don't mean to -

                           LATIMER
               I'm working on a way to utilize this 
               breakthrough on a global scale.  As 
               soon as that is in place, we can 
               finally put this dark chapter of 
               human history behind us.

                           AMBROSE
               But hundreds of thousands of innocent 
               people will die!

                           TAMARA
               Without a cure, they're dead anyway.

                           LATIMER
               It's ingenious, really.  We've finally 
               found a way to stop this plague dead 
               in its tracks.

     Ambrose's head is about to explode.  It's all he can do to 
     blurt out a few hasty words and storm out of the chamber.

                                                       (CONTINUED)

-----------------------------------------------------------------------------------------------------
     382-Furey-0302                                          p. 4
     3-6-01                                                      


                           AMBROSE
               I won't have anything to do with 
               this!

     Latimer shakes his head.

                           LATIMER
                    (re: Ambrose)
               A good man, that one.  He just can't 
               see the big picture sometimes.  I 
               envy him that.
                    (to Dr. Mori)
               Thank you, Doctor.  This is the 
               Valhalla signing off.

     Latimer takes a seat at the tip of the triangle that is the 
     triumvirate chamber.

                           TAMARA
                    (tentatively)
               What do you intend to do with Casper 
               Harmon, now that you have him?

     Latimer's eyes narrow.

                           LATIMER
               What makes you think I have him?

                           TAMARA
               I... you told me you did --

                           LATIMER
               I did nothing of the kind, Tamara.

     Tamara looks down at the floor, waiting out the awkward 
     silence.

                           LATIMER (CONT'D)
               Let me put this plainly, Tamara: Any 
               and all things relating to the City 
               are my concern, and mine alone.  You 
               will not speak of it again unless I 
               bring it up first.  Are we clear on 
               this?

                           TAMARA
               As you say, Senator Latimer.

     At that, Tamara retreats from the chamber.  Latimer turns to 
     the viewport and stares at the blue ball of gases spinning 
     far below him...

                                                     DISSOLVE TO:

                                                       (CONTINUED)

-----------------------------------------------------------------------------------------------------
     382-Furey-0302                                          p. 5
     3-6-01                                                      


 4   EXT. ALASKA -- DAY                                             4   

     Middle-of-nowhere Alaska.  Not a thing to be seen in any 
     direction but snow drifts and more snow drifts.  That is, 
     until a small speck of black appears on the horizon.

     It is a snowmobile.  The man behind the wheel speeds over a 
     series of snow dunes before skidding the vehicle to a stop.  
     Then the man known only as DEACON steps off the snowmobile 
     and gets his bearings.  

     He is clad only in a shimmering, form-fitting body suit, 
     with matching helmet and visor, so that all we can really 
     see of his bare skin is his mouth and the area around it.  
     The suit does not look particularly insulated, but Deacon 
     shows no outward signs that the penetrating cold has any 
     affect on him.

     Deacon glances at his compass and takes a few steps forward...

     ...and suddenly he is falling feet first through the ice!  
     Deacon grips for some kind of handhold but finds the slick 
     surface untennable.

 5   INT. ALASKAN ICE CAVERN                                        5   

     The chasm finally opens up on a crystalline ice cavern, easily 
     fifty feet below the Alaskan surface.  Deacon CRASHES to the 
     ground, hard.  But he shakes off the fall and gets to his 
     feet, undaunted.

     Deacon glances at his compass again and trudges forward.

                                                          CUT TO:

 6   INT. ALASKAN ICE CAVERN -- LATER                               6   

     Deacon wrinkles his nose as he rounds a corner of the cavern.  
     It doesn't take him long to find the source of the smell, 
     what appears to be a sewer pipe jutting out of the ice, sewage 
     pouring out onto the cavern floor.

 7   INT. SEWER PIPE                                                7   

     Deacon braves the muck and steps into the pipe.  He freezes, 
     however, when he hears another set of legs SLOSHING through 
     a connecting tunnel.  Deacon crouches down and listens.

     He stares intently at the four way cross-section up ahead.  
     CORAL HARMON, waist deep in waste, her long blonde hair 
     unflatteringly matted against her head, makes good time 
     through the onrushing sewage.  Even in the unfavorable 
     conditions, her beauty is not lost on Deacon.

                                                       (CONTINUED)

-----------------------------------------------------------------------------------------------------
     382-Furey-0302                                          p. 6
     3-6-01                                                      


     When he is sure the woman has gained enough of a lead, Deacon 
     wades over to the cross-section of pipes and proceeds to 
     follow her.

     A ways down the tunnel, Coral shouts into the communicator 
     on her inner wrist.

                           CORAL
                    (into communicator)
               Wynn!  Bok!  I order you to answer 
               me!  I know you two fuck-ups can 
               hear me, and I know what you're trying 
               to do!  So help me God, if either of 
               you--

     Deacon, straining to make out what Coral is saying up ahead, 
     drops his compass in the muck.

     Up ahead, Coral freezes, the PLOP echoing down the tunnel.  
     She looks back over her shoulder.  Nothing.

     Deacon has pressed himself flat up against the wall, his 
     suit now camoflaged to mimic the rusting metal pipe.

     Satisfied, Coral resumes her trek through the winding sewer 
     passages, and Deacon resumes his pursuit.

                                                          CUT TO:

 8   INT. SEWER PIPE -- LATER                                       8   

     Deacon has lost sight of Coral, but he sees the light at the 
     end of the tunnel.  The tunnel suddenly turns upward in a 
     steep incline.

     Deacon slowly ascends the pipe.  As he reaches the mouth of 
     the sewer tunnel, he gets his first look at...

 9   EXT. THE CITY                                                  9   

     The City.  State-of-the-art, art of the State.  A beautiful, 
     modern utopia in two levels.  The upper level, the glistening 
     Research District, towers high above Deacon.  Tall, glass 
     research structures interconnected by elevated walkways, all 
     a good fifty feet above the Residential District.

     The Residential District, the more suburban sub-level of the 
     city, where it's resident scientists spend their off-hours.  
     Deacon steps out and takes everything in.

                                                          CUT TO:

                                                       (CONTINUED)

-----------------------------------------------------------------------------------------------------
     382-Furey-0302                                          p. 7
     3-6-01                                                      


10   EXT. RESEARCH DISTRICT - MAGLEV STATION                       10   

     The station is bustling with commuters of all ages and races, 
     all clad in some manner of medical scrub or white lab jacket.  
     All save one, who is conspicuously dressed in a snugly fitting 
     army uniform. 

     General GALEN HOLM patiently waits his turn as the scientists 
     ahead of him file into the station.  He sports a military-
     style haircut, but has allowed his facial hair to grow out 
     since he last saw combat.  He is adjusting one of the medals 
     on his uniform when he hears Dr. Mori's voice calling out to 
     him.

                           DR. MORI (O.S.)
               General Holm!

     Galen pretends not to hear the man, and slips through the 
     turnstile, hoping to lose the doctor in the throngs of 
     scientists.

     On seeing this, Dr. Mori rather brusquely shoves commuters 
     out of his way and bangs through the turnstile, coming up 
     behind Galen and laying a hand on his shoulder.

                           DR. MORI (CONT'D)
               General. 

     Galen turns around, but at the same time pulls away, out of 
     Mori's reach.

                           GALEN
               Dr. Mori.  What can I do for you?

                           DR. MORI
               Walk with me.

     The two resume walking, side by side. 

                           GALEN
               Do you have anything specific that 
               you want to say to me, because I've 
               got to get my ass over to quarrantine.  
               Latimer's got me playing host to 
               another batch of Deep-pockets.

                           DR. MORI
               Potential investors, General.  I 
               hope you'll be on your best behavior.

                           GALEN
               Same as alway, Doctor.

                                                       (CONTINUED)

-----------------------------------------------------------------------------------------------------
     382-Furey-0302                                          p. 8
     3-6-01                                                      


                           DR. MORI
               Something wrong, General?

                           GALEN
               This place just isn't the playground 
               for me that it is for you, Doctor.  
               I feel like I've been chairborne for 
               too long.

                           DR. MORI
               A little late in the game for second 
               thoughts, General.

                           GALEN
               I follow my orders, Dr. Mori, same 
               as you do!  I'm just having a hard 
               time sorting out where my juridiction 
               as Director ends and Hunter Gelbach's 
               begins.

                                                          CUT TO:

11   EXT. CITY RESEARCH DISTRICT - ML-5 GUIDEWAY                   11   

     This, one of many post-modern "railways" criss-crossing the 
     pristine research district.  The onboard superconducting 
     magnets, interacting with the coils installed in the 
     guideway's sidewalls, propel the sleek magnetic levitation 
     vehicle along the narrow guideway at just over 300 miles per 
     hour.

12   INT. ML-5 PASSENGER CAR                                       12   

     The car is jam packed with city residents, most of them 
     scientists.

13   INT. ML-5 HEAD CAR                                            13   

     The CONDUCTOR lounges in front of the controls, fingering 
     through the daily newspaper.  The whole process mostly 
     automated, MagLev conductors are more of a proud tradition 
     than a necessary expense.

     The conductor's eyes go wide as a gun materializes before 
     his eyes.  ALBAN WYNN stands before him, a proud Aussie with 
     close cropped brown hair and perpetual stubble.

                           WYNN
               Stop the train.

14   EXT. CITY RESEARCH DISTRICT - ML-5 GUIDEWAY                   14   

     The MagLev eases to an unscheduled stop.

                                                       (CONTINUED)

-----------------------------------------------------------------------------------------------------
     382-Furey-0302                                          p. 9
     3-6-01                                                      


15   INT. ML-5 PASSENGER CAR                                       15   

     Clearly nowhere near their next station stop, the passengers 
     are getting restless; that is, until a stowaway de-cloaks in 
     their midst.

     Standing in the aisleway, pulse rifle at the ready, is BOK.  
     A monster of a man, Bok looks more the part of a porn star 
     than a militant resistance member.

                           BOK
               End of the line, ladies and gents.

                                                    SMASH CUT TO:

16   EXT. CITY RESEARCH DISTRICT - ML-5 GUIDEWAY                   16   

     The last of the passengers disembark at gunpoint, the 
     conductor among them.  That finished, Bok speaks quietly 
     into the transmitter on his wrist.

                           BOK
               That's a go...

17   INT. ML-5 HEAD CAR                                            17   

     Bok's voice crackles through the tiny receiver in Wynn's 
     earpiece.

                           BOK (O.S.)
               Let's get this show on the road.

     Wynn pushes the throttle up to full.

18   INT. ML-5 REAR CAR                                            18   

     Without any kind of leverage, Bok is thrown violently against 
     the back wall of the car.

19   INT. ML-5 HEAD CAR                                            19   

     Wynn winces.

                           BOK (O.S.)
               I thought you were well versed in 
               the theories of magnetic levitation.

                           WYNN
                    (into communicator)
               Gimme a break, I 'aven't driven one'a 
               these things b'fore...

     He eases the throttle back slightly.

                                                       (CONTINUED)

-----------------------------------------------------------------------------------------------------
     382-Furey-0302                                         p. 10
     3-6-01                                                      


                           WYNN (CONT'D)
                    (into communicator)
               Get up here, we don't 'ave much time.

                                                          CUT TO:

20   EXT. RESIDENTIAL DISTRICT - POWER STATION 8                   20   

     Some fifty feet below, Deacon has emerged from the sewer 
     pipe and is walking openly amongst the city residents.  His 
     unbecoming odor and rather unique attire drive home the point 
     that he is out of his element, the scientists staring fixedly 
     at this outsider in their midst.

     Behind him, Power Station 8, one of many such energy reserves 
     scattered across the City, literally PULSES with electric 
     current.

     Without warning, eight warriors, known to the City residents 
     as FANTOMS, decloak in a circle around Deacon.  The scientists 
     take this as their cue to get off the streets, barricading 
     themselves in their homes, but staring out their windows 
     with perverse curiosity.  

     All eight Fantoms wear identical beige armor with matching 
     headgear, samurai swords slung across their backs.  Deacon 
     and the aggressors wordlessly size eachother up. 

                                                          CUT TO:

21   EXT. RESEARCH DISTRICT - MAGLEV PLATFORM                      21   

     Galen Holm and Dr. Mori idle at the edge of the platform, 
     waiting for the ML-5's scheduled stop.

                           DR. MORI
               Oh, I don't think you have anything 
               to worry about on that front, General.  
               The resistance haven't made so much 
               as a peep since Magistrate Gelbach 
               took Casper Harmon into custody.  
               We've heard the last of these so-
               called Friendly Ghosts.  

                           GALEN
               All due respect, Doctor, I helped 
               quash the Mexican uprising in 2037, 
               and had a front row seat for 
               Akhilesh's end move in the final 
               days of the Indian War.  There's one 
               thing war teaches you, it's psychology 
               works better on paper than it does 
               in practice.

                                                       (CONTINUED)

-----------------------------------------------------------------------------------------------------
     382-Furey-0302                                         p. 11
     3-6-01                                                      


     The ML-5 rushes toward the platform.  As the train rockets 
     past it sends Galen, Mori and the rest of its would-be 
     passengers sprawling across the platform.

                                                          CUT TO:

22   INT. ML-5 HEAD CAR                                            22   

     Wynn and Bok are busy unpacking their backpacks; their 
     contents, two high-yield explosives.  They immediately set 
     about arming the devices.

                           BOK
               Should'a 'jacked the train just before 
               the last stop... people at that 
               station'll call it in, Gelbach'll 
               know what's coming -

                           WYNN
               Wouldn't 'ave given us time to arm 
               the things and still get out with 
               our hides intact.  'Sides... like t' 
               see those bloody Fantoms try an' 
               stop the wrath of God.

                                                          CUT TO:

23   EXT. RESEARCH DISTRICT - MAGLEV PLATFORM                      23   

     Galen gets to his feet, dusts himself off, and recollects 
     his wits.  He speaks firmly into his wrist communicator.

                           GALEN
               Magistrate Gelbach... there's 
               something wrong with the ML-5.

                                                          CUT TO:

24   EXT. RESEARCH DISTRICT - OVERPASS                             24   

     Coral disengages her cloaking device and looks down off the 
     overpass; the ML-5 guideway runs squarely under the walkway.

     She palms a pair of binoculars from her belt, wipes sewage 
     off the lenses with her shirt, and peers through the eyepiece 
     at...

     ... the ML-5, RUMBLING steadily closer in the distance.  She 
     pans the binoculars to the right, training them on the track's 
     end and the PULSING power station beyond.

                                                          CUT TO:

                                                       (CONTINUED)

-----------------------------------------------------------------------------------------------------
     382-Furey-0302                                         p. 12
     3-6-01                                                      


25   EXT. RESEARCH DISTRICT - ROOF                                 25   

     Another member of Coral's faction, a dour looking Irishman 
     by the name of LYNCH, also has his binoculars trained in the 
     general direction of the power station.

     LYNCH'S POV THROUGH BINOCULARS

     Far below, one of the fantoms lunges at Deacon; the former 
     is promptly dispatched.

     Lynch lets the binoculars hang around his neck and speaks 
     into the communicator on his wrist.

                           LYNCH
               Coral, I thought you might want to 
               know... there's some kind of 
               disturbance at Power Station 8.

                           CORAL (O.S.)
               Sit on it, Lynch.  Now really isn't 
               a good time.

                                                          CUT TO:

26   EXT. RESIDENTIAL DISTRICT - POWER STATION 8                   26   

     Deacon runs his gloved hand over the length of his weapon, 
     wiping off the blood of his first kill.  

     This time three fantoms enter the make-shift arena and lunge 
     at Deacon.

     Deacon fights well, phenomenally so.  But his opponents are 
     better.  They move in fluid, coordinated attacks, as if one 
     knew what each of the others was thinking.  It is only a 
     matter of time before one scores a hit on their mark.

     Deacon goes down.  Not a fatal blow, but best to let his 
     aggressors believe him down for the count.

     The ploy works.  The nearest of the four fantoms predictably 
     moves in to examine Deacon's body.  Just as he begins to 
     bend down, Deacon springs off his back, wrapping his thighs 
     around the unsuspecting fantom's head.  Deacon twists 
     violently at the waist, snapping the fantom's neck and sending 
     the limp corpse into a mid-air spiral that Olympic gymnasts 
     would envy.

     Deacon falls back toward the ground face first, tucks into a 
     roll and ends up back on his feet.

                                                          CUT TO:

                                                       (CONTINUED)

-----------------------------------------------------------------------------------------------------
     382-Furey-0302                                         p. 13
     3-6-01                                                      


27   INT. ML-5 HEAD CAR                                            27   

     Wynn and Bok stand up, admiring their handiwork.

                           WYNN
               Done deal.  'Bout time we bailed 
               out.

     Bok leads the way.  He bangs through the door at the back of 
     the car, and the metal door SNAPS back violently, knocking 
     Wynn out cold.

                           BOK
               Wynn?

     Bok tries the door; it's locked from the inside.

28   EXT. RESEARCH DISTRICT - OVERPASS                             28   

     Bok's frantic voice crackles over the comm.

     Intercut as necessary.

                           BOK (O.S.)
               Oh Jesus, can anybody hear me?

                           CORAL
                    (into communicator)
               I'm here, Bok.  You and Wynn disobeyed 
               a direct order -

                           BOK (O.S.)
               Coral, Alban's out cold and locked 
               in the head car of the ML-5!

                           CORAL
                    (into communicator)
               You tried the access hatch on the 
               roof?

                           BOK (O.S.)
               We're pushing a hundred thirty, the 
               wind'd take me like a fly on a 
               Mercedes!

                           CORAL
                    (into communicator)
               Then get the hell off, you can't do 
               any good down there.  I've got the 
               situation well in hand.

                           BOK (O.S.)
               Roger that, Bok out.

                                                       (CONTINUED)

-----------------------------------------------------------------------------------------------------
     382-Furey-0302                                         p. 14
     3-6-01                                                      


     The ML-5 almost on top of her, Coral backs up as far as she 
     can, takes one last glance at the onrushing maglev, then 
     breaks into a run.  She leaps off the edge of the overpass 
     as the maglev passes under her and...

     ...CRASHES down hard on top of the second car.  The magnet 
     discs in her gloves CLAMP down on the metal roof.  By the 
     grace of God, she makes the landing more or less in one piece.  

     After she catches her breath, Coral, one hand at a time, 
     drags herself across the roof until she comes to the head 
     car's access hatch.  She roots her hands firmly on either 
     side of the opening and tries the hatch.  To her relief, it 
     opens without incident.

29   INT. ML-5 HEAD CAR                                            29   

     Coral slips her legs through the portal and deactivates the 
     electro-magnets in her gloves; she falls gracefully to the 
     floor.

     The explosives are set to go off in two and a half minutes.

                           CORAL
                    (into communicator)
               Bok, how do you disarm these things?

                           BOK (O.S.)
               You can't.

     Coral rushes to Wynn's side and rouses him.  He comes awake 
     with a start.

                           WYNN
               W-where...?

                           CORAL
               I'll explain later.  Right now we 
               have about a minute and a half to 
               get off this train.

                                                          CUT TO:

30   EXT. RESEARCH DISTRICT - ML-5 GUIDEWAY                        30   

     Coral and Wynn are sprinting through the five cars on the ML-
     5, towards the back of the MagLev.

31   EXT. RESEARCH DISTRICT - MAGLEV STATION AT POWER STATION 8    31   

     The end of the line, the track runs out and runs up against 
     a fifty foot drop-off.  The ML-5 stops here and turns 
     around... usually.

                                                       (CONTINUED)

-----------------------------------------------------------------------------------------------------
     382-Furey-0302                                         p. 15
     3-6-01                                                      


32   INT. ML-5 REAR CAR                                            32   

     Coral and Wynn take a flying leap off the back of the speeding 
     MagLev and bounce harshly along the metal guideway just as...

33   EXT. RESEARCH DISTRICT- MAGLEV STATION AT POWER STATION 8     33   

     ...the head car EXPLODES, destroying the station and careening 
     off the track.  The fireball soars a good six hundred feet 
     before burrowing into its intended target; Power Station 8.

     The station goes up right next to Deacon and the Fantoms; 
     none of the combatants pay it any mind.

34   EXT. RESEARCH DISTRICT - ML-5 GUIDEWAY                        34   

     Coral and Wynn edge out to the end of the guideway and look 
     on as Deacon beats the Fantoms back some fifty feet below.

                           WYNN
               Well bugger me, the blow-in's takin' 
               the Fant'm's t' school.

     Coral is mesmerized.

                           WYNN (CONT'D)
               Away with the pixies, are ya?  E's 
               givin' us the chance t' pull up stumps 
               b'fore Gelbach shows 'is ugly mug, 
               s'we'd best be --

                           CORAL
               Shut your face, Wynn, and get the 
               Ghosts in gear.

                           WYNN
               Howzat?

                           CORAL
                    (re: Deacon)
               I want that weapon in our arsenal.

     Coral pulls a grappling device from her belt, fastens it to 
     the guideway, and begins her descent towards the Residential 
     District.

                                                          CUT TO:

35   EXT. RESIDENTIAL DISTRICT - POWER STATION 8                   35   

     Deacon is busy fighting off three Fantoms at once.  The Fantom 
     in front of him lunges at Deacon, who parries easily; but

                                                       (CONTINUED)

-----------------------------------------------------------------------------------------------------
     382-Furey-0302                                         p. 16
     3-6-01                                                      


     this leaves the Fantom to his left a wide opening, which he 
     ardently takes advantage of.

     Deacon raises his left arm and a second sword synthesizes in 
     that hand, quite literally growing out of his glove.  He 
     parries the second attack.  In a flurry of motion, Deacon 
     kicks the sword out of the hand of the Fantom in the center, 
     crosses his arms in front of him and thrusts his two swords 
     into the chests of the Fantoms on either side of him.

     Another Fantom decides to press the attack, and lunges at 
     Deacon.  Deacon runs at his attacker, swinging his right 
     sword in a downward arc.  The Fantom raises his sword to 
     block, but just as he expects to hear the familiar sound of 
     metal against metal, the molecules of Deacon's sword re-
     arrange themselves.  Phasing through his opponent's sword, 
     Deacon's own blade re-solidifies in time to slice cleanly 
     through the bewildered Fantom.

                                                          CUT TO:

36   EXT. RESIDENTIAL DISTRICT                                     36   

     Coral and Wynn peer around the corner of a building, careful 
     that they stay out of sight.  Bok runs up behind them.

                           BOK
                    (re: Deacon)
               Eh, Wynn, you should get you a suit 
               like his.

                           WYNN
               An' drive the ladies to distraction?

                           BOK
               What ladies?

                           CORAL
               I heard that.

                                                          CUT TO:

37   EXT. RESEARCH DISTRICT - MAGLEV STATION AT POWER STATION 8    37   

     A pair of booted feet stalk across what remains of the ML-
     5's last station stop.

38   EXT. RESIDENTIAL DISTRICT - POWER STATION 8                   38   

     The rest of Deacon's opponents suddenly blink out of 
     existence, engaging their cloaking devices.  Deacon cocks 
     his head, puzzled.

                                                       (CONTINUED)

-----------------------------------------------------------------------------------------------------
     382-Furey-0302                                         p. 17
     3-6-01                                                      


39   EXT. RESEARCH DISTRICT - MAGLEV STATION AT POWER STATION 8    39   

     HUNTER GELBACH stands at the edge of the platform, gazing 
     down at the bewildered intruder.  Gelbach possesses great 
     physical strength; not brute, but a supple, well balanced 
     musculature.

     Gelbach drops gracefully off the platform, landing in a crouch 
     fifty feet below, the ground shuddering beneath him.  He 
     unsheathes his sword and advances on Deacon.

     When Gelbach steps into range, Deacon swings his swords at 
     the magistrate.  Gelbach parries, and, as before, Deacon's 
     weapons pass through Gelbach's sword as if it were air; but 
     then, they do the same to Gelbach himself.  Deacon swings 
     wildly, but he simply can't land a hit on the man.  Gelbach 
     is toying with him.

     When he tires of the game, Gelbach thrusts his sword into 
     Deacon's shoulder and twists.  Deacon falls to his knees.

     Then, a woman's disembodied voice breaks the silence.

                           CORAL (O.S.)
               I've seen enough.

     Coral decloaks, followed shortly thereafter by Wynn, Bok, 
     and about fifty additional members of the resistance group 
     known as the Friendly Ghosts.

     Only a few seconds later, at least as many Fantoms decloak 
     behind Gelbach.  It is Wynn who turns the standoff into a 
     shooting war.

     Wynn blasts away at Gelbach, and the rest of the F.G.'s follow 
     suit, the fantoms in turn, springing into action.

     Surprise on their side, the F.G.'s push back Gelbach and his 
     Fantoms just enough to attain their objective.  The rest of 
     the group cover Wynn and Bok as they hoist the injured Deacon 
     off the ground and drag him away from the battle.

     A few F.G.'s stay behind to keep the fantoms busy, but the 
     rest of them cloak and retreat.

                                                       FADE OUT: 

     FADE IN:

40   INT. RESISTANCE UNDERGROUND HEADQUARTERS -- LATER             40   

     Deacon forces his eyes open and wrinkles his nose; he's back 
     in the sewer.

                                                       (CONTINUED)

-----------------------------------------------------------------------------------------------------
     382-Furey-0302                                         p. 18
     3-6-01                                                      


     Not far away, Coral and Wynn are engaged in a shouting match.  
     Bok and a handful of Friendly Ghosts have crowded around, 
     lending support to one side or the other.

     Deacon springs off the table, synthesizes a sword in his 
     right hand, and brings it to bear on Coral, holding it tightly 
     against her throat.

     Almost as quickly, Wynn has his pulse rifle leveled at 
     Deacon's head.

                           CORAL
               Wynn, put the God Damned gun down 
               now!

                           WYNN
               Not bloody likely.
                    (to Deacon)
               What's your game, Longswords?

                           DEACON
               What is this place?

                           CORAL
               Let up a little with the knife and 
               we'll talk about it.

                           DEACON
               Speak.  I like what I hear, maybe 
               I'll let you go.

                           WYNN
               This is bullshit, Coral, lemme drill 
               a hole through 'is head!

                           CORAL
               Bok, keep that man on a short leash!

                           WYNN
               You want me to sit 'ere an' not do 
               bugger all?

                           CORAL
               You can't solve every problem by 
               blowing a big fucking hole through 
               it, Alban.

                           WYNN
               Now hold on a tick, me plan was bang 
               on till this bludger got the bright 
               idea to lock 'orns with Hunter Gelbach --

                                                       (CONTINUED)

-----------------------------------------------------------------------------------------------------
     382-Furey-0302                                         p. 19
     3-6-01                                                      


                           DEACON
               G-Gelbach?
                    (re: his shoulder)
               The animal that did this to me?

                           CORAL
               That's the one.

                           DEACON
               Your enemy?

                           CORAL
               Well, one of them.

     Deacon' sword rescinds before Coral's eyes.  A pair of 
     Friendly Ghosts seize him.

                           DEACON
               Then I am a prisoner.

                           CORAL
                    (rubbing her neck)
               We pulled your ass out of the fire 
               back there, Mister!  Think that at 
               least earns us the benefit of the 
               doubt.

     Wynn still has his weapon trained on Deacon. 

                           WYNN
               This whole thing is dodgy, C.  I say 
               we don't waste another breath on 
               this piker.

                           CORAL
               Don't you ever get tired of whistling 
               the same tune?

                           WYNN
               Just sayin', is all.

                           CORAL
               OK then, stranger.  You wanna tell 
               us who you are and what you're doing 
               here?

                           DEACON
               You brought me here.

                           CORAL
               I mean here, in this city.

                                                       (CONTINUED)

-----------------------------------------------------------------------------------------------------
     382-Furey-0302                                         p. 20
     3-6-01                                                      


                           DEACON
               Fell through the ice.  Found the 
               sewer tunnel.  Followed you topside.  
               The rest you know. 

                           WYNN
               What were ya doin' all alone up there 
               on the ice, bloke?  
                    (stabbing motion)
               Spear fishin'?

                           DEACON
               Something like that.

                           WYNN
               Blimey, I'm tired'a listenin' to 
               this cock and bull --

                           CORAL
               Come off it, Wynn!  Why don't you 
               and Bok check out the ice cave, see 
               if you can't corroborate our guest's 
               story?

                           WYNN
               Y'know you always couch your 
               demoralizin' orders in the form of a 
               question?

                           CORAL
               We aren't soldiers, Alban.  I don't 
               issue orders, I make suggestions.  
               As for demoralizing, you two are 
               still in the penalty box --

                           WYNN
               Oh, belt up!  Me mate an' I'll go 
               for a Bo-peep 'round the caves.  
               C'mon, Bok, get your arse into gear.

     Bok dutifully trails behind Wynn as they head off to their 
     task.

                           WYNN (CONT'D)
                    (re: Deacon)
               Don't take your eyes off that one, 
               C.  'ere's more t' his story, I'n't 
               there?

     With that, Wynn and Bok dissapear beyond their headquarters' 
     cloaking field.

                                                       (CONTINUED)

-----------------------------------------------------------------------------------------------------
     382-Furey-0302                                         p. 21
     3-6-01                                                      


                                                                 

                                                          CUT TO:

41   INT. CITADEL - CORRIDOR                                       41   

     Galen's aide, DAHLIA, an attractive but unassuming light-
     skinned African American, is striding down the corridor, 
     Galen Holm himself hot on her heels.

                           GALEN
               Now, Dahlia, what is so important 
               that you had to -

                           DAHLIA
               There is an element of time to 
               consider.
                    (hushed tone)
               Some of our people recovered half a 
               dozen bodies... casualties from ML-5 
               bombing.

                           GALEN
               Half a dozen dead Fantoms?

                           DAHLIA
               Will you please keep your voice down, 
               sir?

                           GALEN
               Magistrate Gelbach will be most upset.

                           DAHLIA
               More so than you know.

42   INT. CITADEL - MORGUE                                         42   

     Galen and his aide step briskly into the morgue, the latter 
     sealing the door behind them.  Six bodies are laid out on 
     six tables, concealed by six flowing white sheets.

                           GALEN
               OK, I'll bite.  What's so interesting 
               about six dead soldiers?

                           DAHLIA
               Have you ever seen a fantom with his 
               helmet off, sir?

                           GALEN
               No.

                                                       (CONTINUED)

-----------------------------------------------------------------------------------------------------
     382-Furey-0302                                         p. 22
     3-6-01                                                      


                           DAHLIA
               Neither had I.

     Dahlia whips the covers off two of the bodies.  Galen steps 
     back, aghast.

                           GALEN
               Oh dear lord...

     Galen turns away.  The two men lying on the tables are 
     identical.  Even more frightening, they both share the same 
     chiseled visage of Hunter Gelbach.

                           GALEN (CONT'D)
               H-have the bodies destroyed.

                           DAHLIA
               As you say, Director.

                           GALEN
               You're certain Gelbach knows nothing 
               of this?

                           DAHLIA
               Magistrate Gelbach...
                    (beat)
               Is otherwise engaged.

                                                    SMASH CUT TO:

43   INT. CITADEL - INTERROGATION ROOM                             43   

     Three men - the Friendly Ghosts who were left behind to cover 
     their earlier retreat - are strung up in the center of the 
     chamber.  The scant few lights inside the interrogation room 
     cast a reddish hue about the small space.    

     The sterile white walls are spotless, save for about a dozen 
     dark, horrible shapes - all that remains of a long forgotten 
     group of ill fated dissenters, their contorted shadows forever 
     burned into the floor and walls by one of Dr. Mori's naughty 
     little toys.

     Mori is presently calibrating another such implement of 
     torture, under the watchful eyes of Hunter Gelbach and a 
     pair of Fantoms.

     Mori motions that he is ready to begin.  Gelbach slowly treads 
     over to the prisoners.  He walks up to the first one, the 
     one on the far left.  He gets in the captive's face - close 
     enough that he can smell the man's fear - and pauses there 
     for a painfully long moment.

                                                       (CONTINUED)

-----------------------------------------------------------------------------------------------------
     382-Furey-0302                                         p. 23
     3-6-01                                                      


     He does this to the next two prisoners in turn, and makes a 
     show of deciding who will be first.  Then he walks back over 
     to the gentlman on the far left.

                           GELBACH
               Begin with this one.

     Mori manifests a sickening grin and advances on Gelbach's 
     choice, device in hand.

                           GELBACH (CONT'D)
                    (to Fantoms, re: other 
                    prisoners)
               And tape their eyes open.  I want 
               them to see. 

     The Fantoms comply, and Gelbach's captive audience watches 
     in terror as Mori kicks off the night's festivities.  Off 
     their comrade's shrill screams, we

                                                          CUT TO:

44   INT. RESISTANCE UNDERGROUND HEADQUARTERS                      44   

     Coral is busy inventorying their weapons cache when Deacon 
     sidles up and starts a conversation.

                           DEACON
               You have a lot of guns for a passive 
               resistance movement.

                           CORAL
               Passive resistance was Casper's way.  
               And while that may not have worked, 
               there's a difference between random 
               acts of terrorism and violence with 
               a purpose. 

                           DEACON
               Your position here is tenuous.

                           CORAL
               Sorry we aren't up to your standards.

                           DEACON
               No.  Yours, specifically.

     Coral looks up.

                           DEACON (CONT'D)
               They trust you.  They respect you.  
               But you'll never be their leader.

                                                       (CONTINUED)

-----------------------------------------------------------------------------------------------------
     382-Furey-0302                                         p. 24
     3-6-01                                                      


     Coral breaks into tears.

                           DEACON (CONT'D)
                    (awkwardly)
               I'm sorry.

                           CORAL
               N-no... you're right.  Their leader 
               is missing in action.

                           DEACON
               Forget him.  These people need closure 
               if they are to move forward.

     Getting a hold of herself. 

                           CORAL
               N-no, I can't do that.  Not ever.

                           DEACON
               Who was he to you?

                           CORAL
               Casper?  Well, he...
                    (pause)
               ... he was everything.  The best of 
               us.

                           DEACON
               You have to let him go, or I can't 
               help you.

     Coral jumps when a voice crackles over her communicator.

                           LYNCH (O.S.)
               Coral, you'd better get up here.

                           CORAL
               Why, Lynch, what's going on?

                                                          CUT TO:

45   EXT. RESEARCH DISTRICT - ROOF                                 45   

     Lynch crouches on his rooftop post, peering down at the 
     concourse below.  Hundreds of scientists have stopped what 
     they were doing and filed out onto the streets to take in 
     the spectacle; several hundred fantoms march through the 
     streets, their rhythmic FOOTFALLS supernaturally synchronized.

     At the rear of the parade, Galen Holm and Dr. Mori ride 
     regally in a hover car.  Mori is beaming with pride; Galen, 
     on the other hand, looks rather conflicted.

                                                       (CONTINUED)

-----------------------------------------------------------------------------------------------------
     382-Furey-0302                                         p. 25
     3-6-01                                                      


     Just ahead of them, an older, white haired man limps forward.  
     Fantoms surround him on all sides.  He is bound like a 
     criminal, and has been beaten and drugged into submission.  

                           LYNCH
                    (into communicator, 
                    quietly)
               It's Casper.  They're moving him.

                           CORAL (O.S.)
               WHAT?  WHERE?

                           LYNCH
               Dragging him off to the Docking 
               Platform.  Coral... They're parading 
               him though the streets.

                                                          CUT TO:

46   INT. RESISTANCE UNDERGROUND HEADQUARTERS                      46   

     Severl F.G.'s have gathered around on hearing their lost 
     leader's name. 

                           CORAL
               I'll be there as fast as I can.  
               I... I couldn't ask you to... if 
               there's anything you can do to stall 
               them...

                                                          CUT TO:

47   EXT. RESEARCH DISTRICT - ROOF                                 47   

     Lynch looks apprehensively at the army of Fantoms below him.  
     Then he turns his gaze back to Casper. 

                           LYNCH
                    (brief pause)
               I won't let them leave.  No matter 
               what happens.

     Lynch runs to the edge of the building and shoots a grappling 
     hook up to a taller structure, trying to beat the procession 
     to the Docking Platform.

                                                          CUT TO:

48   INT. RESISTANCE UNDERGROUND HEADQUARTERS                      48   

     Coral arms herself.  She looks up and the F.G.'s are staring 
     at her, awaiting her orders.

                                                       (CONTINUED)

-----------------------------------------------------------------------------------------------------
     382-Furey-0302                                         p. 26
     3-6-01                                                      


                           CORAL
               Casper told us not to come after 
               him.  He told us to move forward, 
               that one man is not as important as 
               the cause.

     Deacon nods his agreement.

                           CORAL (CONT'D)
               And he was right.  But that doesn't 
               mean I'm going to squander what might 
               be my last chance to bring my husband 
               home alive.  
                    (pause)
               But I can't order any of you to come 
               with me.

     Without a word, the rest of the F.G.'s arm themselves and 
     prepare to move out.  Coral smiles proudly.

     Then she glances over at Deacon.

                           CORAL (CONT'D)
               I didn't get your name.

                           DEACON
               Deacon.

                           CORAL
               OK, Deacon, saddle up.  You're coming 
               along for the ride.

                                                          CUT TO:

49   EXT. RESEARCH DISTRICT - STREETS                              49   

     All eyes are on Casper, even as Galen Holm's voice thunders 
     over the noise of the crowd.

                           GALEN
               Casper Harmon... was my friend.  He 
               was respected in his field.  He 
               enjoyed all the luxuries you and I 
               have come to appreciate.  That is 
               why I can't begin to understand how 
               he could try to undermine everything 
               we've built here.  Our own utopia, 
               ushering in the future of humanity.

     At that, Casper struggles hard to speak against the toxins 
     in his system.

                                                       (CONTINUED)

-----------------------------------------------------------------------------------------------------
     382-Furey-0302                                         p. 27
     3-6-01                                                      


                           CASPER
               If our work here is so... benign... 
               then why are we forbidden... to talk 
               about it outside the lab?

     Fantoms rush in to put a stop to Casper's outburst.

                           CASPER (CONT'D)
               Talk to each other!  They can't take 
               that away from you!  Then decide if 
               this sanctuary is worth... the 
               monsters in our closet!

     The Fantoms restrain and gag the broken man, elliciting a 
     stunned silence from the crowd.

     Galen takes his seat next to Mori in the hovercar.  He leans 
     over and whispers in the Doctor's ear.

                           GALEN
               Couldn't we have done this with 
               more... dignity?  He deserved that, 
               at least.

                           DR. MORI
               He gave up that right when he spoke 
               out against the Triumvirate.  I will 
               escort the prisoner to the Valhalla, 
               as Latimer has instructed, and the 
               people will forget this sad little 
               man for now and forever.

                                                          CUT TO:

50   INT. SEWER PIPE                                               50   

     Coral, Deacon, and the rest of the F.G.'s are wading hastily 
     through the muck.  Coral tries frantically to raise Wynn or 
     Bok on the comm.

                           CORAL
                    (into communicator)
               Wynn, come in, damn it!

     RAINE, the brown-eyed girl Van Morrison was so fond of singing 
     about, tries to settle Coral's nerves. 

                           RAINE
               They must already be to the ice cave.  
               If they're outside the city's shields, 
               you're not going to be able to raise -

                                                       (CONTINUED)

-----------------------------------------------------------------------------------------------------
     382-Furey-0302                                         p. 28
     3-6-01                                                      


                           CORAL
               I know, I know, but we need every 
               able body we've got for this!

                           RAINE
               My gut tells me those two aren't 
               going to turn the tide of this battle.  
               We'll have to fill them in when they 
               get back.

                                                          CUT TO:

51   INT. ALASKAN ICE CAVERN                                       51   

     Wynn and Bok step out of the sewers and into the ice cavern. 

                           WYNN
               Ever wonder how come I gotta trudge 
               t' the back of beyond t' reach 'at 
               woman, Bok?

                           BOK
               Because she's got you wrapped around 
               her finger?

                           WYNN
               You wanna tell me what 'at means?

                           BOK
               You've wanted to get in her pants 
               since long before Casper took one 
               for the team --

                           WYNN
               You'd best shut your bunghole, mate, 
               'fore I clock ya one!

                           BOK
               You're telling me the reason you 
               two're always at each others' throats 
               got nothin' to do with your wanting 
               to ram your tongue down hers?

                           WYNN
               Bok, you may be built like a brick 
               shit house, but 'at ain't gonna stop 
               be from knocking your block clean 
               off, get me?

     The two face off.

                                                       (CONTINUED)

-----------------------------------------------------------------------------------------------------
     382-Furey-0302                                         p. 29
     3-6-01                                                      


                           WYNN (CONT'D)
               I'll 'ave a butcher's 'round 'ere.  
               Take yer earbashing down this 'ere 
               tunnel an' see if ya can't tell the 
               diff'rence 'tween your ass an' a 
               hole in'a groud.

                                                          CUT TO:

52   EXT. RESEARCH DISTRICT - ROOF                                 52   

     LYNCH'S POV THROUGH TARGETING SCOPE

     Galen Holm and Dr. Mori converse in the back seat of their 
     hover car.

     Lynch tightens his grip on the trigger of his pulse rifle...

53   EXT. RESEARCH DISTRICT - STREETS                              53   

     A SHOT rings out and blasts a gaping hole in Galen Holm's 
     upper arm.  The Fantoms immediately spring into action, a 
     dozen of them throwing themselves in front of the succeeding 
     shots, while the rest try to get a bead on the shooter.

     It doesn't take them long to pinpoint the source of the shots, 
     and the Fantoms proceed to scamper up the side of the building 
     like spiders.

54   EXT. RESEARCH DISTRICT - ROOF                                 54   

     Lynch collects himself and peers over the edge at the 
     advancing Fantoms.  He steps up on the edge of the building, 
     his back to the street.

     He takes a deep breath and plunges off the side.  Seconds 
     later he shoots off his grappling hook, which clamps firmly 
     to the roof and steadies his descent toward the street far 
     below.

     A handful of moments later, he hits the ground running, 
     Fantoms swarming all around him. 

     Meanwhile, several dozen fantoms usher Casper into the hover 
     car and erect a human shield around the vehicle.  The whole 
     congregation pushes slowly onward despite the chaos, Galen 
     Holm cradling his injured arm.

                                                          CUT TO:

                                                       (CONTINUED)

-----------------------------------------------------------------------------------------------------
     382-Furey-0302                                         p. 30
     3-6-01                                                      


55   EXT. RESIDENTIAL DISTRICT - WASTE DISPOSAL                    55   

     Coral, Deacon, and the rest of the Friendly Ghosts emerge 
     from the sewer tunnel and break into a run.

                           CORAL
               Y'all know the situation.  Engage 
               PCD's and fan out to the nearest 
               lift, double quick.  We'll rendezvous 
               at the Docking Platform. 

     The lot of them engage their personal cloaking devices and 
     disappear from view.  All save Deacon, who utilizes his own 
     unique form of camouflage.

                                                          CUT TO:

56   EXT. RESEARCH DISTRICT - ALLEYWAY                             56   

     Lynch high-tails it down the alleyway, an army of Fantoms 
     right behind.  He stops short when he sees his path blocked 
     at the end of the alley; a dozen more fantoms have cut him 
     off.

     Lynch palms his grappling hook and fires, the hook taking 
     root on the nearest roof.  He flips a switch and the cable 
     begins to rescind, pulling him off the ground.

     One of the fantoms flings his sword in a precision arc, the 
     blade cutting cleanly through Lynch's cable and sending the 
     man plummeting to the ground.  But Lynch clings to life, 
     having little more than the wind knocked out of him.  The 
     fantoms converge on him...   

     The fantoms disarm Lynch and lift him into the air, passing 
     him from one fantom to the next over their heads.

57   EXT. RESEARCH DISTRICT - STREETS                              57   

     From the back of the hover car, Dr. Mori spots the prisoner 
     and gestures that the cavalcade be brought to a halt.

     The mob of fantoms lower Lynch to the ground in close 
     proximity to the hover car, keeping him well restrained.

                           DR. MORI
               Yet another soul led astray by our 
               man of the hour.  Watch closely, 
               Casper... this is how we punish 
               dissenters in the City.

     Dr. Mori nods and one of the fantoms slits Lynch's throat.  
     Casper's face falls.

                                                       (CONTINUED)

-----------------------------------------------------------------------------------------------------
     382-Furey-0302                                         p. 31
     3-6-01                                                      


                           CORAL (O.S.)
               NO!

     She and the rest of the F.G.'s decloak and open fire on the 
     fantoms.  The assembled onlookers flee, taking refuge in the 
     nearby buildings. 

                           CORAL (CONT'D)
                    (looks around)
               Where's Deacon?

                           RAINE
               Who cares?  If they get Casper to 
               that shuttle, you can kiss goodbye 
               any chance you have of seeing him 
               again.

58   EXT. RESEARCH DISTRICT - DOCKING PLATFORM                     58   

     Mori ducks his head like a coward, muttering under his breath.  
     Galen is on his feet, laser blasts whizzing past him.  His 
     military training has kicked in, but he has no authority 
     with the fantoms and is forced to remain a passive observer.

                           DR. MORI
               Where the Hell is Gelbach?

                           GALEN
               Keep your head, Mori!  Get Casper to 
               that transport!

     A pair of fantoms hoist Casper's limp body out of the hover 
     car and hasten towards the transport shuttle, Dr. Mori 
     lurching after them.

     RAINE'S POV THROUGH SCOPE

     She has a bead on the fantoms carrying Casper...

     Raine pulls the trigger and picks off one of Casper's escorts.  
     The other fantom takes up the slack without missing a beat 
     and ushers Casper into the shuttle.  A moment later Mori, 
     too, boards the flyer and it takes to the sky.

     Raine trains her weapon on the ascending transport shuttle, 
     only to have it slapped out of her hand by Coral.

                           CORAL
               HOLD YOUR FIRE!

     Raine frowns at Coral.

                                                       (CONTINUED)

-----------------------------------------------------------------------------------------------------
     382-Furey-0302                                         p. 32
     3-6-01                                                      


                           CORAL (CONT'D)
               What do you want to do, kill them 
               all?
                    (pause)
               Abort!  Abort!  Ghosts, let's make 
               ourselves scarce!

     Those F.G.'s who haven't met their ends at the tip of a sword 
     engage their PCD's and the battle is over as quickly at it 
     began.  And Casper Harmon is lost.

     Galen Holm surveys the damage, doing a cursory head count of 
     the dead fantoms and Friendly Ghosts alike.  Then he turns 
     his gaze to the sky and watches the shuttle disappear against 
     the simulated sky.

                                                     DISSOLVE TO:

59   INT. ALASKAN ICE CAVERN                                       59   

     Bok squirts some red dye in the snow, marking his trail.  
     Suddenly a mound of snow crashes down on him.  He looks up 
     to find Deacon's infamous chasm.

                           BOK
                    (under his breath)
               Here's your big fuckin' hole, Wynn...

     Bok turns around and begins tracing his markers back to the 
     sewer tunnel.

60   INT. ALASKAN ICE CAVERN - SEWER ENTRANCE                      60   

     Wynn is speaking in hushed tones into his communicator.

                           WYNN
               Yeah, ev'rythin's just dandy.  Nobody 
               has the first clue.
                    (pause)
               Well, I was lucky t'git away at all...
                    (pause)
               Lissen, I gotta cut you off.  I'll 
               contact ya soon as I can...

     Suddenly Bok appears from around a corner.

                           BOK
               Found the hole.  Let's get the hell 
               back to HQ, I'm freezing my ass off.
                    (beat)
               Who were you just talkin' to?

     Wynn averts his gaze and starts back into the sewer tunnel.

                                                       (CONTINUED)

-----------------------------------------------------------------------------------------------------
     382-Furey-0302                                         p. 33
     3-6-01                                                      


                           WYNN
               Meself, mate.  Jus' talkin' t' 
               meself...

     Bok shakes his head and hurries into the tunnel after him.

                                                        FADE OUT:

     FADE IN:

61   EXT. VALHALLA                                                 61   

     The Valhalla, just one of the hundreds of sattelites, manmade 
     and otherwise, caught in Earth's gravitational pull.

                           LATIMER (O.S.)
               I don't see why you continue to give 
               me the silent treatment, old friend.  
               Heh heh.  It's not doing either of 
               us any good.

62   INT. VALHALLA - JUNCTION ROOM                                 62   

     Latimer paces about, addressing a figure dressed in white 
     but shrouded in darkness.

                           LATIMER
               We were supposed to change the world.  
               You and I.  The both of us.  The 
               things we could have accomplished.  
               You were the closest thing I had to 
               a peer... why did you betray me?  Is 
               it any wonder I appointed Mori in 
               your place?  Between you and me, I 
               think the man has a few screws loose.  
               But he knows how to follow orders.

     Latimer stops and stares at the mute figure.

                           LATIMER (CONT'D)
               Everything was falling into place.  
               Now this damnable Arzamas 16, this 
               plague to end all plagues, threatens 
               to wipe it all away.  Such a waste.  
               What good is it to be a god in name 
               alone?  Who all will there be to 
               sing my praises if the entire human 
               race is pushing up daisies?  No, 
               that won't do.  I'll deal with this 
               enemy the same as I would any other; 
               destroy it utterly.
                           (MORE)

                                                       (CONTINUED)

-----------------------------------------------------------------------------------------------------
     382-Furey-0302                                         p. 34
     3-6-01                                                      


                           LATIMER (CONT'D)
               Those thousands of poor souls who 
               die so the rest may live, they will 
               be hecatombs to my coming ascension.  
               What's the matter?  Haven't anything 
               to say?
                    (beat)
               I'm sure you won't appreciate your 
               small contribution to my ascension, 
               but I think you'll see in time that 
               it was the best thing for all of us, 
               really... Casper.

     Across the room, lurking in the shadows, Tamara sees the 
     figure for the first time; the charred, burned out corpse of 
     Casper Harmon.  Tamara stifles a gasp and hastily withdraws 
     from the chamber.

     Latimer hears the scuffle and looks up.  Nothing.  Then a 
     voice resonates over the intercom.

                           VALHALLA TECH
               I have Hunter Gelbach on the comm, 
               sir, as you requested.

                           LATIMER
               Thank you.  Patch him through here.

     A wall-sized holoscreen appears, monopolized by Gelbach's 
     imposing visage.

                           GELBACH
               Be quick, Latimer.  It... pains me 
               to keep the security blanket down 
               for any length of time.

                           LATIMER
               Well that's too bad, Gelbach, because 
               I've written one hundred and fifty-
               two sonnets about your pathetic, 
               Godless existence and am about read 
               each of them to you... out loud... 
               painfully slowly...

     Gelbach's expression does not change.

                           LATIMER (CONT'D)
               I'll talk as long as I like, Gelbach.  
               If someone infiltrates the City 
               through that miniscule opening in 
               the grid, you will then have my 
               permission to execute me.  Is that 
               arrangement to your liking?

                                                       (CONTINUED)

-----------------------------------------------------------------------------------------------------
     382-Furey-0302                                         p. 35
     3-6-01                                                      


                           GELBACH
               It is good, Senator Latimer.

                           LATIMER
               "My Lord."

                           GELBACH
               It is good, my Lord.

                           LATIMER
               Oh, I do love how that sounds.  But 
               you're droning voice bores me, 
               Gelbach.  I will make this short.
                    (pause)
               I have an idea why your patrols are 
               unable to find the rebel base.

                           GELBACH
               Do tell.

                           LATIMER
               I believe they have cloaked it.

                           GELBACH
               Impossible.  Doing this... it would 
               drain a tremendous amount of City 
               resources.  This would not go 
               unnoticed.

                           LATIMER
               They are the top scientists in their 
               fields, Gelbach.  Do not underestimate 
               them... ever. 

                           GELBACH
               If this is true... what do you want 
               me to do?

                           LATIMER
               I want you to generate an electrical 
               surge... at the precise frequency 
               I'm about to feed you.

                           GELBACH
               I know the one.  You understand, 
               this will compromise my men.  Render 
               their personal cloaking devices 
               inoperable.

                           LATIMER
               Oh, I understand that quite well.

                                                       (CONTINUED)

-----------------------------------------------------------------------------------------------------
     382-Furey-0302                                         p. 36
     3-6-01                                                      


     Gelbach's eyes narrow almost imperceptibly, and he lets the 
     silence hang. 

                           GELBACH
               It will be as you say... my Lord. 

                                                          CUT TO:

63   INT. RESISTANCE UNDERGROUND HEADQUARTERS                      63   

     Coral is quietly sulking when Deacon breaks the silence.

                           DEACON
               I'm sorry.

     Coral looks up at him, momentarily startled.

                           CORAL
                    (disinterested)
               Where did you disappear to?

                           DEACON
               Got lost.

                           CORAL
               Ha.
                    (beat)
               Do you know how I met Casper?  He 
               was my teacher - my mentor, really - 
               at the University of Maryland.  Headed 
               up their biology department.

     Deacon sits down next to her, but says nothing.

                           CORAL (CONT'D)
               I had never done anything wrong 
               before; nothing like that.  You don't 
               get much more taboo than that, you 
               know what I mean?  His hair...
                    (laughs)
               ... it was stark white from the day 
               I met him.

     Coral is still looking down, not knowing or caring if Deacon 
     is paying any attention to her.

                           CORAL (CONT'D)
               I wouldn't say I was submissive... 
               but he was the dominant one in the 
               relationship, you know?  Everything 
               made sense back then, it was so easy 
               to let him take charge.
                           (MORE)

                                                       (CONTINUED)

-----------------------------------------------------------------------------------------------------
     382-Furey-0302                                         p. 37
     3-6-01                                                      


                           CORAL (CONT'D)
               I followed him around like a dutiful 
               little lamb...
                    (smiles)
               ... and I loved every minute of it.

     Deacon synthesizes a bio-sword and immediately retracts it, 
     like flexing a muscle.

                           CORAL (CONT'D)
               It was that rat bastard Holm turned 
               him over to Gelbach, you believe 
               that?  Casper went to him with his 
               heart on his sleeve, Galen played 
               along... big fucking sting operation 
               is all it was.

     Coral wipes away a tear.

                           CORAL (CONT'D)
               We fell into chaos after that.  I 
               thought Wynn was a shoe in to follow 
               in Casper's footsteps... but they 
               picked me, of all people.  I mean, 
               sure, Wynn's a loose cannon, but 
               leadership... it's counterintuitive 
               to me.  I don't want it... and I 
               can't handle it.

                           DEACON
               I think you're doing fine.

                           CORAL
               Why am I dumping this on you, I don't 
               even know who you are.

                           DEACON
               Does that really matter?

     The two lock eyes for a brief, but poignant, moment.

                           WYNN (O.S.)
               Oy, mates, why the long faces?

     Coral and Deacon pull away from each other, turning their 
     attentions to the recently returned scouts.  But there is 
     another sound besides Wynn's barking, a deep, crackling hum, 
     raising steadily in intensity...

                           WYNN (CONT'D)
                    (to Coral)
               'is story checks out, but 'at still 
               don't --

                                                       (CONTINUED)

-----------------------------------------------------------------------------------------------------
     382-Furey-0302                                         p. 38
     3-6-01                                                      


     Wynn's voice cuts out abruptly as all the lights do in the 
     underground lair.  For a few moments there is pitch blackness 
     and a deathly silence.

                           CORAL
               Backup generators should kick in in 
               about 10 seconds.

     Eight seconds later, Coral's prediction comes true.

                           WYNN
               C'n I make an entrance, 'r what?

                           CORAL
               Shut up, Wynn... that pulse was no 
               accident.  The city's designed too 
               well for that.

                           WYNN
               Whaddaya think, 'olm and 'is cronies 
               blew out the power in the 'ole 
               goddamned city?  That there's a bonnie 
               way t' git at us.

                           CORAL
               Sarcasm I don't need, Alban.
                    (shouting)
               Can I get a systems check, somebody?

     Seconds later, all the power comes back on.

                           WYNN
               'ere, see?  Back t' optimum.

                           CORAL
               A surge that big must've done 
               something...

                           RAINE
               Coral!  We have a problem.

                           CORAL
               What are we looking at?

                           RAINE
               Our cloaking field is trashed but 
               good.  Irreparable.

     Coral's face falls.

                           WYNN
               Figures.  First bloody time I show a 
               lit'le optimism...

                                                       (CONTINUED)

-----------------------------------------------------------------------------------------------------
     382-Furey-0302                                         p. 39
     3-6-01                                                      


                           BOK
               You're right, there.  You're always 
               so fuckin' broody, first three years 
               I knew ya, I though you were English.  
               Whatever happened to 'no worries?'

                           WYNN
               What, di'nt you 'ere?  War changed 
               all 'at.

                           BOK
               Sorry, been a few years since I've 
               been in the outback.

                           WYNN
               Same 'ere, mate.  Same 'ere.

                                                          CUT TO:

64   EXT. VALHALLA                                                 64   

     Silent running.

                           TAMARA (O.S.)
               Open the fucking door, Ambrose! 

65   INT. VALHALLA - CAUSEWAY                                      65   

     Tamara knocks furiously on the door to Ambrose's quarters.

                           TAMARA
                    (beat)
               Security override.

                           COMPUTER
               Voice authorization.

                           TAMARA
               Tamara.

                           COMPUTER
               Thank you, Senator Tamara. 

     The door slides open and Tamara slips into the dark room.

66   INT. VALHALLA - AMBROSE'S QUARTERS                            66   

     Tamara flicks her eyes about the room as they adjust to the 
     darkness.

                           TAMARA
               Get your ass out here, you fucking 
               drama queen.

                                                       (CONTINUED)

-----------------------------------------------------------------------------------------------------
     382-Furey-0302                                         p. 40
     3-6-01                                                      


                           AMBROSE
               What are you doing here?

                           TAMARA
               We need to have a discussion.

                           AMBROSE
               I'm all through talking.  Said my 
               peace.

                           TAMARA
               I think Latimer is... in a bad way.

                           AMBROSE
               There's a newsflash.  Your little 
               love nest fell apart, did it?

                           TAMARA
               What did I ever do to you, Ambrose?

                           AMBROSE
               Nothing.  Nothing at all.  In fact, 
               I think this is the first time you've 
               ever seen the inside of my quarters.

                           TAMARA
               I still haven't seen it, if you want 
               to get technical about it.

                           AMBROSE
               Lights.

     The lights come up in the room.

                           AMBROSE (CONT'D)
               You have ten seconds.  Speak.

     Tamara bites her lip.

                           AMBROSE (CONT'D)
               Seven seconds.

                           TAMARA
               Why did you leave the army, Ambrose?

                           AMBROSE
               Damn you and your loopholes.

     Ambrose stands up and looks out his viewport.

                           AMBROSE (CONT'D)
               The truth?
                           (MORE)

                                                       (CONTINUED)

-----------------------------------------------------------------------------------------------------
     382-Furey-0302                                         p. 41
     3-6-01                                                      


                           AMBROSE (CONT'D)
               I just couldn't be a yes man anymore.  
               First thing they teach you there, do 
               as you're told and don't ask any 
               questions.

                           TAMARA
               What did you think you were signing 
               up for when you took this job?

                           AMBROSE
               You make it sound like I had a choice.  
               Sometimes I don't know if I'm a 
               Senator or a Jester.

                           TAMARA
               You make it sound like there's a 
               difference.

                           AMBROSE
               You want some bourbon?

                           TAMARA
               Please.
                    (pause)
               It was Mexico, wasn't it.

                           AMBROSE
               Come again?

                           TAMARA
               You resigned right after the riots 
               broke out... and right before --

                           AMBROSE
               That... was the last straw, yes.

                           TAMARA
               Well, I... I never got to thank you 
               for that.

                           AMBROSE
               It didn't make any difference, anyway.

                           TAMARA
               Maybe not.  But thanks just the same.

                           AMBROSE
               Then tell me something, Tamara.  If 
               you're brimming with gratitude, why 
               do you always wear that look, like 
               you want to rip my throat out?

                                                       (CONTINUED)

-----------------------------------------------------------------------------------------------------
     382-Furey-0302                                         p. 42
     3-6-01                                                      


                           TAMARA
               You're a United States Soldier.  Old 
               habits die hard, I guess.
                    (pause)
               Let me ask you this, General Ambrose.  
               How would you like to make a 
               difference again?

                           AMBROSE
               Keep talking.

                           TAMARA
               This jerk-off cure of Latimer's?  I 
               know where it's being produced.

                           AMBROSE
               Where's that?

                           TAMARA
               A little out of the way, multi-billion 
               dollar installation --

                           AMBROSE
               The Valhalla?

                           TAMARA
               No, no, back on terra firma.  Alaska, 
               actually.

                           AMBROSE
               How does this knowledge do us any 
               good?

                           TAMARA
               I have a man inside, can probably 
               slip you past security.  Once there, 
               I think you might have some sway 
               with the City Director.  Maybe you've 
               heard of him; General Galen Holm.

     Ambrose's mouth falls open in astonishment.

                                                          CUT TO:

67   INT. RESISTANCE UNDERGROUND HEADQUARTERS                      67   

     Wynn and Coral are in the middle of a heated argument.

                           DEACON
               Coral, if I might offer up a 
               suggestion.

                                                       (CONTINUED)

-----------------------------------------------------------------------------------------------------
     382-Furey-0302                                         p. 43
     3-6-01                                                      


                           CORAL
               Please.

                           DEACON
               You are stripped bare now, exposed...  
               but so are they.  They'll expect you 
               to retreat and regroup - scurry around 
               in the catacombs beneath the city.

                           BOK
               You got a better idea?

                           CORAL
               No, he's right.  In a matter of days, 
               Gelbach will station patrols all 
               over these passages.  We'll be nomads, 
               our resources spread paper thin... 
               we won't stand a chance.

                           WYNN
               Then I 'ave me an idea.
                    (sing-songy)
               Why don't the lot of us march topside 
               and surrender to the butcher?  We 
               can wave a big fuckin' white flag I 
               stitch together from the flesh of me 
               fall'n comrades --

                           DEACON
               That is one option.
                    (beat)
               There is another.

     The others stare at him.

                           DEACON (CONT'D)
               You said it yourself; soon these 
               passages will be crawling with 
               Fantoms.  What that means is, for 
               the time being, we know precisely 
               where the bulk of Gelbach's force is 
               going to be... or, more importantly, 
               where it won't be.

                           RAINE
               I see where you're going... s'long 
               as Gelbach thinks we're down here...

                           DEACON
               He won't keep more than a skeleton 
               security force up above.

                                                       (CONTINUED)

-----------------------------------------------------------------------------------------------------
     382-Furey-0302                                         p. 44
     3-6-01                                                      


                           CORAL
               And without their cloaking devices 
               they'll be easy pickings.  Hot damn, 
               we might just pull this off -

                           WYNN
               'Ey now, time out a minute.

                           CORAL
               You have something to contribute, 
               Wynn?

                           WYNN
               Just answer me 'is.  We been down 
               'ere how many months they never tried 
               nothin' like this...

                           CORAL
               Makes a lot of sense, actually, Alban.  
               The surge hurt them as much as it 
               did us.  I'd try to exhaust every 
               other method I had first... if I 
               were them.

                           BOK
               Sure, it's a big risk on their part, 
               I'm with you there... their ability 
               to roam the city undetected is one 
               of their greatest advantages.  Now, 
               d'you think they'd put all that at 
               risk on a hunch?

                           CORAL
               What do you mean?

                           BOK
               Why now, all of a sudden, does Gelbach 
               get the idea that maybe we've cloaked 
               our HQ?

                           CORAL
               He already knows we have the 
               technology.  We designed it, for 
               Christ's sake!  He could have 
               discovered one of our power siphons, 
               figured out what we were -

                           WYNN
               Are you listening t' yourself, Coral?  
               The answer is staring you in the 
               face, but you won't see it.

                                                       (CONTINUED)

-----------------------------------------------------------------------------------------------------
     382-Furey-0302                                         p. 45
     3-6-01                                                      


                           CORAL
               Paranoid schizophrenia, Wynn.  Look 
               it up.  What do you think, that little 
               gladiator bit topside was staged for 
               our benefit?

                           WYNN
               Oh, grow up, C.! 

                           BOK
               They're flushing us out.  Compromising 
               our cover, waiting for us to do 
               something stupid.
                    (stabs a finger at 
                    Deacon)
               Stupid like this...

                           CORAL
               A quick, surgical strike at the heart 
               of the enemy... isn't that your m.o., 
               Alban?

                           WYNN
               Yeah... on me own terms.  Not on 
               'is.

                           DEACON
               Tactics seem to be your strong suit.  
               I am a student of that same school.  
               Strike now, when their troops 
               positions are compromised... or hole 
               up here and wait for them to find us.

     By this point, clear lines are being drawn.  F.G.'s have 
     gravitated to one side of the room or the other, indicating 
     their support of Coral or Wynn, respectively.

                           WYNN
               Oh, you're a peach, pretty boy.  You 
               ain't done fuck all since you showed 
               up... an' now you wanna sit at the 
               helm while the rest'a us crash an' 
               burn.  Well I ain't about t' stand 
               by and watch you destroy everythin' 
               we've built 'ere...

     Wynn pulls his gun, and a sword that wasn't there two seconds 
     earlier is suddenly at Alban's throat.  Wynn's supporters 
     drawn their weapons... sparking a reciprocation on the part 
     of Coral's backers.

                           BOK
               Don't provoke the psycho, Wynn.

                                                       (CONTINUED)

-----------------------------------------------------------------------------------------------------
     382-Furey-0302                                         p. 46
     3-6-01                                                      


     Coral, whose weapon has remained holstered, tries to diffuse 
     the situation.

                           CORAL
               Wynn, don't do this!  If we kill 
               each other, they win!

                           WYNN
               Same as if we shoot ourselves in the 
               foot, darlin'.

     There is a stagnant silence.  Then Wynn points his weapon 
     away from Deacon's head, and his followers lower their 
     weapons.

                           WYNN (CONT'D)
               But y'r right.  Nothing's to be gained 
               wastin' rounds down 'ere.  God be 
               with you, Coral Harmon... cause the 
               rest'a us sure as hell won't be.

     Alban turns and a large mob follows his lead.

                           CORAL
                    (defeated)
               Where will you go?

                           WYNN
               These tunnels are bigger'n they look.  
               It'd take 'em months t' track us 
               down, an' that long again t' beat us 
               if they did.  We'll be waging our 
               own kinda war while the rest'a you 
               are sucking up sewage.

     Coral watches as Wynn, Bok, and far too many F.G.'s abandon 
     her cause.  Deacon is curiously agitated.

                           DEACON
               This... is most unfortunate.

                           CORAL
                    (unconvincingly)
               A loose canon, that one... better 
               off without him...

     What few F.G.'s remain do not look convinced.

                           RAINE
               It's over, Coral.

                           CORAL
               What?  No, it can't be -

                                                       (CONTINUED)

-----------------------------------------------------------------------------------------------------
     382-Furey-0302                                         p. 47
     3-6-01                                                      


                           RAINE
               Look around you.  They broke us.  
               They beat us.  What are we even 
               fighting for anymore?

                           CORAL
               What are we fighting for?
                    (raises her voice)
               WHAT ARE WE FIGHTING FOR?  I can't 
               believe your spirits are so tatterred 
               you've forgotten what brought us 
               here.  Forgotten the sacrifices of 
               everyone who came before you!

     Coral walks from person to person, shaming them as she goes. 

                           CORAL (CONT'D)
               WHAT ARE WE FIGHTING FOR?  Well, 
               I'll tell you, it sure as hell isn't 
               for this sad excuse for a utopia.  
               We're fighting because, as easy as 
               it is to forget sometimes, there is 
               a whole world out there.  A world 
               riddled with famine, pestilence, and 
               war - petty border squabbles and 
               long forgotten crusades.  And as 
               long as this city is here, as long 
               as we look the other way, we are 
               feeding that machine.

     Deacon and the others listen intently. 

                           CORAL (CONT'D)
               WHAT ARE WE FIGHTING FOR?  We're 
               fighting because Latimer won't stop 
               until he's driven this planet into 
               the ground.  We're fighting because 
               he represents everything that is 
               corrupt and evil in our society.  
               Because in the wake of the terrorist 
               attack on our capitol, our country 
               called out for blood and Latimer 
               delivered it for us.  Only after all 
               was said and done, he wouldn't let 
               go of the power we gave him.  So 
               it's easy to say that Latimer's the 
               monster, him and his kind, up in 
               that space station we helped him 
               build.  And maybe some of you honestly 
               believe that.
                           (MORE)

                                                       (CONTINUED)

-----------------------------------------------------------------------------------------------------
     382-Furey-0302                                         p. 48
     3-6-01                                                      


                           CORAL (CONT'D)
               But however he got there, the fact 
               remains that if we don't end Latimer's 
               reign and end it soon, cure or no 
               cure... there's not going to be a 
               world out there worth living in.  
               Now that, as I understand it, is 
               what we are fighting for... and that's 
               what I'll put on my resume if we 
               come out of this on top.

     Coral allows her tirade to sink in for a moment. 

                           CORAL (CONT'D)
               But I'll tell you what I'm fighting 
               for.  I'm fighting for Casper.  I'm 
               fighting for a dream - the only one 
               I ever had.  I never wanted to change 
               the world, I never wanted to lead 
               you people into battle.  I just wanted 
               to irk out a life for me and my 
               family.  And when you get right down 
               to it, that's still all I want.  So 
               come on, people.  Do you wanna give 
               up now?  Or do you wanna help me 
               build the foundation for a better 
               world?

     Stunned silence.  But then a smattering of applause, giving 
     way to a rousing ovation.

                           CORAL (CONT'D)
               Well, come on, people!  We've got a 
               major assault to plan and not a whole 
               lot of time to do it in.  This just 
               means we're going to have to work 
               all the harder if we want to get 
               everything into place on schedule.  
               Let's move!

     This is enough to work the remaining F.G.'s into a frenzy.  
     They hop to their tasks like men possessed, and Coral smiles 
     proudly.

                                                          CUT TO:

68   EXT. VALHALLA                                                 68   

     The vast space station is silhouetted against the sun.

69   INT. VALHALLA - TRIUMVIRATE CHAMBER                           69   

     The three Senators are in their respective places.

                                                       (CONTINUED)

-----------------------------------------------------------------------------------------------------
     382-Furey-0302                                         p. 49
     3-6-01                                                      


                           LATIMER
               It is something of a relief that you 
               have finally decided to grace us 
               with your presence again, Senator 
               Ambrose.  Now why don't you tell us 
               what possessed you to call this 
               little... tete a tete at such a late 
               hour.

                           TAMARA
                    (feigning annoyance)
               Yes, Ambrose, I think we'd all like 
               to hear that.

                           AMBROSE
               I will never stand behind this 
               initiative of yours, Latimer.  But I 
               will not try and stop you... so long 
               as you grant me one request.

                           LATIMER
               What is it you want?

                           AMBROSE
               I want to go down to the planet and 
               see... see if I can't find a more 
               practical way to rid our people of 
               Arzamas 16.

                           LATIMER
               There is no more practical way.  And 
               I'm not sure how much longer the 
               human race can survive while you 
               entertain this pipe dream...

     Ambrose and Tamara exchange worried looks.

                           LATIMER (CONT'D)
               ...but if you want to go down to 
               that filthy wasteland, who am I to 
               stop you?

                           AMBROSE
               Thank you, Senator Latimer.  I will 
               be leaving directly.

     Ambrose gets to his feet and hurries out of the chamber.

                                                          CUT TO:

                                                       (CONTINUED)

-----------------------------------------------------------------------------------------------------
     382-Furey-0302                                         p. 50
     3-6-01                                                      


70   INT. RESISTANCE UNDERGROUND HEADQUARTERS                      70   

     Coral lays out detailed schematics of the sewer system, the 
     city itself, and the Citadel.

                           CORAL
               Now this pipeline here... should 
               take us right up into the heart of 
               the citadel.

                           RAINE
               But it looks pretty narrow.  It'd be 
               a tall order getting the lot of us 
               in without raising an alarm.

                           CORAL
               I think the time for stealth has 
               passed, our PCD's are shot to hell 
               and --

                           RAINE
               I don't like it!  Even a skeleton 
               crew of fantoms would clean our clocks 
               in a balls out brawl.

     Deacon ignores their bickering and concentrates on the 
     schematics.

                           DEACON
               What is this?

     Deacon point to a building on the City map.

                           CORAL
               What, that... that's environmental 
               control, we don't...

     Then a slight smile crosses Coral's face.

                           RAINE
               Oh, no.  No, no, no, no.

                           CORAL
               Why not?  Can you think of a better 
               distraction?

                           RAINE
               If we expose the City to the elements, 
               our colleagues topside will freeze 
               to death in a matter of hours.  I 
               know a lot of them are morally and 
               ethically impotent, but I don't think --

                                                       (CONTINUED)

-----------------------------------------------------------------------------------------------------
     382-Furey-0302                                         p. 51
     3-6-01                                                      


                           CORAL
               Look, we don't have to destroy EC, 
               just show it a little wear and tear.  
               If we're surgical about it, the 
               fantoms and the City techs should 
               have it up and running again in no 
               time.

                           RAINE
               Then what good will it do us?

                           DEACON
               By the time they are through, our 
               coup will be complete and the citadel 
               will be ours.

                                                          CUT TO:

71   EXT. ALASKAN SKIES                                            71   

     Ambrose's shuttle rockets over the landscape, kicking up a 
     mist of snow in its wake.

72   INT. AMBROSE'S SHUTTLE                                        72   

     Ambrose checks his geographical display; he has reached the 
     coordinates.  He eases the shuttle to a stop, and it hovers 
     noiselessly over the snow.

     Ambrose keys in a sequence on his keypad and Tamara's face 
     appears on a small screen shortly thereafter.

                           AMBROSE
               Are you sure this channel is secure?

                           TAMARA
               What do you think the Mexican 
               resistance was doing all those years, 
               teaching Chihuahuas how to talk?

                           AMBROSE
               Ok, ok.  I'm here.  Have you been 
               able to reach this friend of yours...?

                           TAMARA
               He's been out of contact for several 
               days.  It's really kind of a wait 
               and see thing, I can't get word to 
               him so long as the shield is up.  
               You're best bet is to set up camp 
               and wait until Latimer pokes a hole 
               in the field so he can send a 
               transmission through.

                                                       (CONTINUED)

-----------------------------------------------------------------------------------------------------
     382-Furey-0302                                         p. 52
     3-6-01                                                      


                           AMBROSE
               How much clearance will I have?

                           TAMARA
               The opening should be just big enough 
               to accommodate your shuttle.  You're 
               going to have to eyeball it.

                           AMBROSE
               Days like these I remember why I 
               resigned from the armed forces.

                           TAMARA
               Politics was never any safer, Ambrose, 
               just a hell of a lot less specific.
                    (pause)
               Once you do get inside, we'll be out 
               of contact indefinitely.  Do you 
               need anything else from me?

                           AMBROSE
               No, I think that'll do it.

                           TAMARA
               Cuidado, Senator Ambrose.

                           AMBROSE
               Roger that, Tamara.  Catch you on 
               the flip side.

                                                          CUT TO:

73   INT. CITADEL - OSS LAB                                        73   

     Dr. Mori is boyishly directing his underlings as Gelbach 
     strides into the lab.

                           DR. MORI
               Magistrate Gelbach.  Welcome to 
               Operation Sidestep.  We're just about 
               to begin, if you'll step this way.

     Mori leads Gelbach to the center of the room.  On either 
     side of them are two shimmering, shifting vortexes called 
     slipdoors.  The slipdoors are eight feet high and five feet 
     across, two-dimensional doors into multi-dimensional space.  
     The void beyond the threshold is in continuous flux, like a 
     lava lamp.   

                           GELBACH
               How does it work?

                                                       (CONTINUED)

-----------------------------------------------------------------------------------------------------
     382-Furey-0302                                         p. 53
     3-6-01                                                      


                           DR. MORI
               I think the question right now is, 
               does it work.  It creates a two-way 
               wormhole of sorts, as far as we've 
               been able to determine.  Stumbled on 
               the technology mostly by accident.  
               Science is such an inexact science, 
               sometimes.

                           GELBACH
               Does it work?

                           DR. MORI
               Something of a one-track mind, have 
               we?  I tell you, we don't know if it 
               works, this is the first trial run.
                    (to an underling)
               Get the subject into position.

     Two scientists escort a man to the rightmost slipdoor.

                           DR. MORI (CONT'D)
               We, uh, ran out of prisoners, so 
               we've had to start mining the local 
               population.  We're fairly certain 
               he's sympathetic to the resistance.

     Gelbach shrugs.

                           DR. MORI (CONT'D)
               All right then, everyone... let's 
               begin.

     The test subject is forced into the rightmost slipdoor.  All 
     those assembled watch the leftmost slipdoor expectantly...

     ...and nothing comes out.  Nothing at all.

                           GELBACH
               I am most displeased, Mori.

     Mori swallows hard.

                           DR. MORI
               Y-you and Latimer, all alike.  I 
               don't care how much money Latimer 
               throws at us, nor do I care much for 
               your scare tactics, Magistrate 
               Gelbach.  The mysteries of this 
               technology will reveal themselves to 
               us in due course.

                                                       (CONTINUED)

-----------------------------------------------------------------------------------------------------
     382-Furey-0302                                         p. 54
     3-6-01                                                      


                           GELBACH
               You have this technology... but you 
               know nothing of it's use.  Explain 
               this.

                           DR. MORI
               The old OSS project leader - the man 
               who discovered the slipdoor - is, 
               sadly... indisposed at present.

                           GELBACH
               What do you mean?

                           DR. MORI
               Why, he defected - to the resistance, 
               I mean - some time ago, now... Bok, 
               yes, that was his name...

                           GELBACH
               I should like to see a photograph of 
               this man, then.

                           DR. MORI
               What for?

                           GELBACH
               I think it is in all our interests 
               that he be brought in alive. 

                                                          CUT TO:

74   INT. VALHALLA - LATIMER'S QUARTERS                            74   

     Latimer is concluding a communique with someone whose identity 
     remains unknown to us.

                           LATIMER
               You have served me well, young one.  
               You can be sure your efforts will be 
               justly rewarded.  Valhalla, signing 
               off.

     A thin smile crosses Latimer's face.

                           LATIMER (CONT'D)
                    (into the air)
               Put me through to Magistrate Gelbach.

                                                          CUT TO:

75   EXT. ALASKAN SKIES                                            75   

     Ambrose's shuttle keeps silent vigil.

                                                       (CONTINUED)

-----------------------------------------------------------------------------------------------------
     382-Furey-0302                                         p. 55
     3-6-01                                                      


76   INT. AMBROSE'S SHUTTLE                                        76   

     Ambrose sits poised in his chair.  Suddenly a small square 
     of the City's cloaking shield recedes, revealing a patch of 
     the City beyond.  

     Ambrose fires up his engines and cautiously brings his shuttle 
     on approach to the gap, making subtle attitude adjustments 
     as he goes.

                                                          CUT TO:

77   INT. CITADEL - OSS LAB                                        77   

     Gelbach watches as Mori reprimands his men for their failure 
     to produce results, a blank stare on his face.  He winces 
     slightly, then strides toward the door.

                           GELBACH
               Carry on, Doctor.  There is a call 
               incoming from the Valhalla.  I'll  
               be in my chamber.

                                                          CUT TO:

78   EXT. ALASKAN SKIES                                            78   

     The opening grows ever closer and it becomes ever more 
     apparent that Ambrose's shuttle is not likely to fit through 
     the opening unscathed.

79   INT. AMBROSE'S SHUTTLE                                        79   

     Ambrose makes several more course adjustments and sits back 
     in readiness.

     The shuttle SCRAPES through the opening in the defense grid, 
     the communications array atop the vessel being SHEARED off 
     by the energy shield.

     Ambrose curses under his breath.  Then he sighs with relief 
     and looks for an out of the way place to put his shuttle 
     down.

                                                          CUT TO:

80   INT. RESISTANCE UNDERGROUND HEADQUARTERS                      80   

     Coral is busy checking and re-checking their planned assault 
     when Deacon appears behind her left shoulder, his camouflage 
     morphing back into the drab colors that constitute his 
     uniform.

                                                       (CONTINUED)

-----------------------------------------------------------------------------------------------------
     382-Furey-0302                                         p. 56
     3-6-01                                                      


                           DEACON
               Are we ready to move out?

     Coral jumps.

                           CORAL
                    (smiling)
               You have got to stop disappearing 
               like that.

     Deacon refrains from any kind of response.

                           CORAL (CONT'D)
               Anyway, yeah, everything checks out.  
               Raine's taking team two over to 
               Environmental Control to give the 
               fantoms a run for their money.  Team 
               one - myself, you, and a handful of 
               others - will infiltrate the Citadel 
               and wrest control of the City from 
               Holm and Gelbach.  Any questions?

                           DEACON
                    (beat)
               Are we ready to move out?

     Coral gives him a funny look.

                                                          CUT TO:

81   INT. CITADEL - CORRIDOR                                       81   

     Galen Holm rounds a bend and is almost trampled by a squad 
     of fantoms hurrying down the corridor.  A few seconds later, 
     Dr. Mori comes out of the OSS lab.

                           GALEN
               Doctor Mori, where are all these 
               fantoms going?

                           DR. MORI
               Damned if I know.

     Galen looks back over his shoulder, but the fantoms have 
     already disappeared from view.

                                                          CUT TO:

82   INT. SEWER PIPE                                               82   

     Coral, Deacon, and six other F.G.'s wade through the sewage.  
     For the first time, Coral seems confident in her ability to 
     lead these people.

                                                       (CONTINUED)

-----------------------------------------------------------------------------------------------------
     382-Furey-0302                                         p. 57
     3-6-01                                                      


     Deacon brings up the rear, stone-faced as usual.

                                                          CUT TO:

83   EXT. RESIDENTIAL DISTRICT                                     83   

     A pair of hands push aside a sewer grate, and Raine and the 
     remainder of the Friendly Ghosts emerge from the depths.

                           GHOST 1
               Even if we're lucky enough to get to 
               the East lift without crossing paths 
               with the fantoms, what's to stop one 
               of the researchers from calling us 
               in?

                           RAINE
               If they do, then we deserve to be 
               caught.  Because who the hell else 
               are we fighting for?

                                                          CUT TO:

84   EXT. RESIDENTIAL DISTRICT                                     84   

     Ambrose sets his shuttle down in as remote a location as he 
     can find.

                                                          CUT TO:

85   INT. SEWER PIPE                                               85   

     Coral and company come up against a dead end.  Coral checks 
     her map and looks up to find a dark shaft, sewage tumbling 
     down in spurts.

                           CORAL
               I think this is it.

     Coral and the rest of the F.G.'s grab hold of their grappling 
     hooks.

                           CORAL (CONT'D)
               Deacon, you're going to have to hang 
               on to me, because we don't have enough 
               grapples for --

     Deacon leaps into the air, spanning the distance from floor 
     to ceiling.  He clambers up the shaft, clinging to god knows 
     what on the slick surface.

                                                       (CONTINUED)

-----------------------------------------------------------------------------------------------------
     382-Furey-0302                                         p. 58
     3-6-01                                                      


     Coral shrugs, and she and the others begin their ascent.

                                                          CUT TO:

86   EXT. RESEARCH DISTRICT - ENVIRONMENTAL CONTROL                86   

     Raine's team have made it to Environmental control without 
     incident.  They are huddled behind a small research lab, 
     just south of their target.

                                                          CUT TO:

87   INT. CITADEL - ARBORETUM                                      87   

     The room is lush with all manner of exotic greenery, in stark 
     contrast to the rest of the bleached-white, generally sterile 
     environment.  The Solar Matrix beams artificial sunlight 
     through the vast, domed skylight.  There is a grate in the 
     center of the room, to catch run off from plants' daily 
     watering.

     Deacon quietly removes the grate and climbs into the 
     impressive Arboretum.  Coral and the others are not far behind 
     him.

     Once the last of them has climbed out of the shaft, Coral 
     carefully replaces the vent.  At that precise moment the 
     sprinkler system kicks in and the entire room is bathed in 
     artificial rain.

     Coral laughs, but stifles it.  The other F.G.'s chuckle to 
     themselves.  Deacon, it seems, does not get the joke.

                           CORAL
                    (into communicator)
               Ok, we're in.  Do your thing.

                                                          CUT TO:

88   EXT. RESEARCH DISTRICT - ENVIRONMENTAL CONTROL                88   

     Raine rallies the troops.

                           RAINE
               You heard the woman.  Move out.

                                                          CUT TO:

89   EXT. RESIDENTIAL DISTRICT                                     89   

     Ambrose lowers his landing platform and cautiously disembarks 
     from the shuttle.  He plants one foot on the ground...

                                                       (CONTINUED)

-----------------------------------------------------------------------------------------------------
     382-Furey-0302                                         p. 59
     3-6-01                                                      


     ... and fantoms are on him in a second, beating him to the 
     ground.  He falls to the ground a bruised and bloody mess; 
     alive, but just barely.

                                                          CUT TO:

90   INT. CITADEL - CORRIDOR                                       90   

     Soaked from head to toe, the eight invaders walk down the 
     corridor uncontested.  The hallways are completely empty.  
     All save Deacon jump when Raine's voice crackles over the 
     comm.

                           RAINE (O.S.)
               Oh my God, Coral... I don't know 
               where they all came from!  Jesus 
               Christ!

                           CORAL
                    (into communicator)
               What are you talking about?

                                                          CUT TO:

91   EXT. ENVIRONMENTAL CONTROL                                    91   

     Raine and team two have run out into the open, completely 
     exposing themselves... and they are surrounded on all sides 
     by hundreds upon hundreds of fantoms.

                           RAINE
                    (into communicator)
               There are fantoms everywhere!

                           CORAL (O.S.)
               You can take them, Raine, I know you 
               can!

                           RAINE
                    (into communicator)
               I'm sorry, Coral.

     Raine throws down her gun a puts her hands in the air, the 
     rest of her troops sullenly following suit.

                                                          CUT TO:

92   INT. CITADEL - CORRIDOR                                       92   

     Coral looks frenzied.

                                                       (CONTINUED)

-----------------------------------------------------------------------------------------------------
     382-Furey-0302                                         p. 60
     3-6-01                                                      


                           CORAL
               It must have been Wynn, that bastard!  
               How could he do this to us?

                           DEACON
               No, Coral.

     Coral looks to Deacon, whose headgear begins to recede, strand 
     by strand, molecule by molecule.  Within a matter of seconds, 
     Deacon's true face is revealed; that of Hunter Gelbach.

                           CORAL
               Gelbach!

     She pulls her gun on the man she once thought her friend.

     At that moment, three squads of fantoms come out of the 
     woodwork and surround her and the other F.G.'s.

                           GELBACH (O.S.)
               No, my dear.

     Coral turns to see the one and apparently not only Hunter 
     Gelbach striding towards her.

     Gelbach can't take his eyes off Deacon.

                           GELBACH (CONT'D)
               Although I must say, I'm quite curious 
               myself.  Will the real Hunter Gelbach 
               please stand up?

     Coral and the last of the Friendly Ghosts drop their guns 
     and are herded away down the corridor.  She looks pleadingly 
     at Deacon, who discreetly averts his gaze.

                                                        FADE OUT:

     FADE IN:

93   INT. CITADEL - GELBACH'S CHAMBER                              93   

     Gelbach, sitting atop what is essentially an ornate throne, 
     eyes Deacon suspiciously; the latter has stood mute since 
     Coral's capture.

                           GELBACH
               I wonder if you could fill in a few 
               blanks for me.  I receive a message 
               from Latimer.  He tells me the 
               Friendly Ghosts are mobilizing against 
               me.
                           (MORE)

                                                       (CONTINUED)

-----------------------------------------------------------------------------------------------------
     382-Furey-0302                                         p. 61
     3-6-01                                                      


                           GELBACH (CONT'D)
               Tells me exactly where to find you... 
               and your friends at Environmental 
               Control.  He does not reveal to me 
               the source of this information.  
               Typical.  My guess... you are his 
               informant.

                           DEACON
               I am not your prisoner.  You'd do 
               well to remember that this is a 
               conversation, not an interrogation.

                           GELBACH
               I am the very picture of manners and 
               good conduct.

                           DEACON
               You answer one question for me, and 
               I will give you all the information 
               you desire.

                           GELBACH
               As a show of good faith... I will 
               grant this request.

                           DEACON
               What am I?

                           GELBACH
                    (smiles)
               You mean to say... you don't know?

                           DEACON
               Before Latimer, I remember nothing.

                           GELBACH
               So you do work for Latimer.  And he 
               keeps things from you as he does me.  
               Curious.

                           DEACON
               Are you going to answer my question?

                           GELBACH
               Guards.

     The pair of fantoms stationed outside Gelbach's quarters 
     hurry into the chamber, on command.

                           GELBACH (CONT'D)
               Do remove your helmets for our 
               visitor.

                                                       (CONTINUED)

-----------------------------------------------------------------------------------------------------
     382-Furey-0302                                         p. 62
     3-6-01                                                      


     The two fantoms comply; Deacon is not ready for what he sees.  
     Both of them wear the chiseled visage of Hunter Gelbach.

                           DEACON
               All of the fantoms... are like us?

                           GELBACH
               Like us... yes.  Clones.  Grown here.  
               Unique design... Latimer's own.

                           DEACON
               You were the first.

                           GELBACH
               I was the first.  Each one to 
               follow... tied to my mind.  All... 
               tied to each other's minds...

                           DEACON
               Collective consciousness...

                           GELBACH
               Collective consciousness.  I see 
               what they see.  I know what they 
               know.

                           DEACON
               Is the reverse true?

                           GELBACH
               Yes... and no.  Mine is the hub.  
               There's are routed through me.  They 
               see what the others see... know -

                           DEACON
               - know what the others know, I got 
               it.

                           GELBACH
               But they don't know... what I know.

                           DEACON
               What do you know?

                           GELBACH
               I know... they believe they exercise 
               free will... outside the boundaries 
               of the collective.

                           DEACON
               That isn't true?

                                                       (CONTINUED)

-----------------------------------------------------------------------------------------------------
     382-Furey-0302                                         p. 63
     3-6-01                                                      


                           GELBACH
               All controlled by me alone.  Great, 
               great strain... keeping so many minds 
               in check... docile... obedient.

                           DEACON
               But you don't see what I see.  You 
               don't know what I know.

                           GELBACH
                    (wry grin)
               Are you sure?

                           DEACON
               You've no control over me... and 
               that's what scares you.

                           GELBACH
               We fear nothing... least of all a 
               burnout like you.

                           DEACON
               What are you -

                           GELBACH
               Come.  There is something I must 
               show you.

                                                          CUT TO:

94   INT. CITADEL - CELL BLOCK                                     94   

     Galen Holm walks quietly down the long penal corridor, his 
     injured arm in a sling.  Galen stops outside cell 1138 and 
     overrides the locking sequence.  The door opens with a HISS 
     and Galen steps inside.

95   INT. CITADEL - CELL 1138                                      95   

     Alone, sitting huddled in the corner of the cell, is a 
     recooperating Senator Ambrose.  His mood brightens slightly 
     when he sees Galen enter the room.

                           AMBROSE
               G-Galen... it's been too long.

                           GALEN
               Shut up, Ambrose.

                           AMBROSE
               Can they hear us?

     Ambrose gestures to a security camera.

                                                       (CONTINUED)

-----------------------------------------------------------------------------------------------------
     382-Furey-0302                                         p. 64
     3-6-01                                                      


                           GALEN
               I've bypassed security... for now.
                    (beat)
               Jesus, Ambrose, what are you doing 
               here?

                           AMBROSE
               I came to see you.

                           GALEN
               To what end?

                           AMBROSE
               Do you know what goes on here, Galen?

                           GALEN
               I don't have the slightest clue.  
               Things they do here couldn't be 
               farther outside my area of expertise.

                           AMBROSE
               And that is exactly why Latimer 
               appointed you as Director of this 
               City.  You're a good little soldier 
               who doesn't ask questions, and doesn't 
               know the first thing about the work 
               besides --

                           GALEN
               Oh, why don't you get off your moral 
               high horse and let's put our cards 
               on the table.  What is this really 
               about, that thing in Mexico?  I have 
               recurring nightmares about the things 
               we did there.

                           AMBROSE
               Spare me, Galen --

                           GALEN
               It's true, god dammit!  So a lot of 
               innocent people died... so what?  If 
               we hadn't annexed that little shithole 
               of a country, it would've been the 
               first casualty in the Indian War.

                           AMBROSE
               And all their lives cost them was 
               their freedom.

                                                       (CONTINUED)

-----------------------------------------------------------------------------------------------------
     382-Furey-0302                                         p. 65
     3-6-01                                                      


                           GALEN
               I'm not going to debate this with 
               you, Ambrose, I'm just not going to 
               do it.  I came here to try and help 
               you, because when Latimer finds out 
               what you've done, it ain't gonna 
               matter if you're --

                           AMBROSE
               I knew what I was getting into coming 
               here.  But it had to be done.
                    (pause)
               Galen... Latimer is insane.  You're 
               as isolated from him here as he is 
               from the rest of humanity, so maybe 
               you don't know this.

                           GALEN
               Yeah, well, I don't pretend to 
               understand what's going on, but I've 
               put a few things together myself.  
               Latimer's got an army of clones here, 
               Ambrose.  I don't know where they're 
               coming from, but there are more of 
               them every day.

                           AMBROSE
               Brave new world we're living in, 
               huh?

                           GALEN
               Listen, Ambrose, your beef with 
               Latimer goes back a long time.  I'm 
               not about to help you overthrow the 
               government, we'll take this thing 
               one step at a time.

                           AMBROSE
               What do you propose? 

                           GALEN
               I've had just about enough of Hunter 
               Gelbach and his home-grown gestapo.  
               Help me take him out of the picture 
               and we'll see where that leaves us.

                           AMBROSE
               I can do that.

                                                       (CONTINUED)

-----------------------------------------------------------------------------------------------------
     382-Furey-0302                                         p. 66
     3-6-01                                                      


                           GALEN
                    (pause)
               I can't just let you up and walk out 
               of here, not without tipping off 
               Gelbach... but I think I know someone 
               who can.

                                                          CUT TO:

96   INT. CITADEL - CLONING FACILITY                               96   

     Gelbach leads Deacon into the cloning facility, and only 
     then does Deacon understand the full scale of Gelbach's 
     ambition; there are thousands of incubation tubes that stretch 
     as far down as the eye can see, each with its own developing 
     fantom.

     Scientists walk from tube to tube, checking that all is as 
     it should be.

     Gelbach points to a catwalk several levels below where he 
     and Deacon stand, where a batch of of clones are hatching as 
     he speaks. 

                           HUNTER GELBACH
               When a clone comes awake for the 
               first time... his mind is pummelled 
               with imagery... countless thoughts... 
               all his brothers' hopes and dreams... 
               swell within his head.  For some it 
               is too much... too much to absorb... 
               too much to sort out...

     One of the hatchlings begins to convulse violently, and lashes 
     out at his keepers.  The scientists sedate the burnout and 
     carry him off to the recycling chamber. 

                           DEACON
               Those clones... those are the 
               burnouts.

                           HUNTER GELBACH
               Burnouts, yes... same as you.  Clones 
               like these are slated for destruction.  
               Their genetic material... recycled, 
               for use in another batch.  Not your 
               fate, it seems.

                           DEACON
               How do you account for that?

                                                       (CONTINUED)

-----------------------------------------------------------------------------------------------------
     382-Furey-0302                                         p. 67
     3-6-01                                                      


                           HUNTER GELBACH
               By your own admission, you are 
               Latimer's lackey.  He has men here... 
               loyal men, not of my flock... men 
               like this Dr. Mori...  who might 
               have helped a burnout slip through 
               the cracks.

                           DEACON
               A burnout like me...

                           HUNTER GELBACH
               You undestand.  But now that you are 
               here, you, too, will rejoin... the 
               collective.

                           DEACON
               Latimer is my master, not you.

                           HUNTER GELBACH
               The whole is greater than the parts.  
               You will come to see this... in time.
                    (pause)
               That suit you wear.  Fascinating.  
               Where did you get it?

                           DEACON
               Latimer gave it to me.

                           HUNTER GELBACH
               Did he?

                           DEACON
               Not all of his research is conducted 
               here.

                           HUNTER GELBACH
               A parasite...?

                           DEACON
               Not precisely... more of a symbiote.

                           HUNTER GELBACH
               Two life forms... working for the 
               betterment of the whole.  I understand 
               this.  A sentient being...?

                           DEACON
               After a fashion.

                           HUNTER GELBACH
               How do you know, then... that it is 
               not the suit that is wearing you?

                                                       (CONTINUED)

-----------------------------------------------------------------------------------------------------
     382-Furey-0302                                         p. 68
     3-6-01                                                      


                           DEACON
               The line where Deacon ends and the 
               suit begins has... blurred over the 
               years.

                           HUNTER GELBACH
               Then... you might do well to consider 
               my offer.  With me, at least... you 
               know where you stand.
                    (pause)
               If I were able to... separate you 
               from the symbiote... would you then 
               submit to rejoining the collective?

                           DEACON
               Would I get my memories back?

                           HUNTER GELBACH
               Almost certainly.

                           DEACON
               I... I'll have to think about it.

                           HUNTER GELBACH
               Understandable.  In the meantime you 
               live here as my guest.  Anything you 
               need... you have only to ask.

                                                          CUT TO:

97   INT. CITADEL - ARBORETUM -- VIRTUAL SUNDOWN                   97   

     Galen Holm stands alone in the blossoming arboretum, staring 
     serenely up at the brilliant skylight.  He almost doesn't 
     notice Deacon's entrance. 

                           GALEN
               Your name is Deacon, isn't it?

                           DEACON
               It is.

                           GALEN
               I come here a lot to think.  This is 
               the only green in the whole city.  
                    (extends his hand)
               My name's Galen Holm.  I'm the 
               Director of this --

                           DEACON
               I know who you are.

                                                       (CONTINUED)

-----------------------------------------------------------------------------------------------------
     382-Furey-0302                                         p. 69
     3-6-01                                                      


                           GALEN
               Of course you do.
                    (pause)
               But none of us knows who you are - 
               not even Gelbach, it seems.  How 
               exactly is that?

                           DEACON
               Latimer is my master.  I answer only 
               to him.

                           GALEN
               I know just what you mean.  Tell me 
               something, Deacon.  If you learned 
               that someone or something posed a 
               threat to your master, what would 
               you do?

                           DEACON
               I suppose I would take the necessary 
               steps to see that threat eliminated.

                           GALEN
               You've talked to Gelbach.  In your 
               own expert opinion, does he pose a 
               threat to Senator Latimer?

                           DEACON
               He is ruthless... ambitious... and 
               his numbers are growing by the hour.  
               There is no greater threat to my 
               master.

                           GALEN
               Well, thank you for your time, Deacon.  
               I found our chat most illuminating.

     Galen strides out of the Arboretum, leaving Deacon alone 
     amidst the blossoming flora. 

                                                          CUT TO:

98   INT. SEWER PIPE -- NIGHT                                      98   

     Wynn and his followers come upon a stretch of dry ground and 
     hoist themselves out of the muck.

                           WYNN
               Guess this's as good a place t' set 
               up camp as any, eh, mates?

                           BOK
               It'll do.

                                                       (CONTINUED)

-----------------------------------------------------------------------------------------------------
     382-Furey-0302                                         p. 70
     3-6-01                                                      


     The two friends take the load off their feet.

                           BOK (CONT'D)
               What are we doing, Alban?

                           WYNN
               Stayin' alive, Bok.  Stayin' alive 
               'til we c'n do some good.

                           BOK
               You really believe something good 
               will come of this in the end?

                           WYNN
               I 'ave to think that way.
                    (pause)
               'ey, Bok, why d'ya care s'much?

                           BOK
               What?

                           WYNN
               Why d'ya care about me an' Coral?  
               Gets y'r blood up ev'ry time it comes 
               up in conversation.

                           BOK
               I don't care about that, Alban.
                    (quietly)
               Why should I care?

                                                        FADE OUT:

     FADE IN:

99   EXT. CITADEL -- MORNING                                       99   

     The solar matrix charges up for another long day.

                           DR. MORI (O.S.)
               Deacon!

100   INT. CITADEL CORRIDOR -- MORNING                            100   

     Dr. Mori rushes out of the OSS lab and wraps his arms around 
     Deacon like a proud parent.

                           DR. MORI
               You haven't changed a bit.  I mean, 
               really.

     Deacon just looks at him, confused.

                                                       (CONTINUED)

-----------------------------------------------------------------------------------------------------
     382-Furey-0302                                         p. 71
     3-6-01                                                      


                           DR. MORI (CONT'D)
               Y-you don't remember me at all, do 
               you?  A side effect of the bonding, 
               perhaps.  At any rate, I'm so glad 
               you're here.  It gets rather dull 
               around here.  I really haven't anyone 
               to talk to.

     Mori takes Deacon by the arm and leads him down the corridor.

                           DEACON
               Where are we going?

                           DR. MORI
               I want to show you the work.  Now, I 
               understand Gelbach took you to see 
               the cloning facility.

     Deacon nods.

                           DR. MORI (CONT'D)
               It is good.  Nothing quite like a 
               happy homecoming.  You know, Deacon, 
               I like to think of you as my greatest 
               achievement.  That suit you're 
               wearing... I designed it, you know.  
               A-at Latimer's behest, of course.  
               He is the visionary, after all.  I'm 
               just the implementor.
                    (beat)
               He is to be a God, you know.

     Deacon frowns.

                           DR. MORI (CONT'D)
               Oh yes, he's told me all about it.  
               You see, your bio-suit - it's the 
               final piece of the puzzle... on a 
               much smaller scale, of course.

                           DEACON
               I'm not sure I understand.

                           DR. MORI
               Latimer's most fervent pet projects 
               have always been in the arena of 
               biotechnology.  If he could just 
               find a way to upload his consciousness 
               into a machine, he said to me... 
               well, not only would he be able to 
               live forever without having to fear 
               the natural degradation the human
                           (MORE)

                                                       (CONTINUED)

-----------------------------------------------------------------------------------------------------
     382-Furey-0302                                         p. 72
     3-6-01                                                      


                           DR. MORI (CONT'D)
               brain is prey to - he would also 
               transcend this plane and attain a 
               higher level of consciousness than 
               any human being has ever known!

     Deacon hides his revulsion at this idea.

                           DEACON
               Ingenious.

                           DR. MORI
               Bah.  He's far from the first person 
               to conceive of this idea.  But he 
               will be the first person to see it 
               to fruition.

                           DEACON
               How exactly do I fit into this plan?

                           DR. MORI
               Our first experiments in this area 
               were dismal failures.  Our initial 
               test subjects, they, uh... when we 
               attempted to interface them with a 
               machine of the magnitude we were 
               talking about... well, quite frankly 
               it fried their brains.  We tried 
               time after time, but nothing we did 
               seemed to work.

                           DEACON
               These test subjects.  Who were they?

                           DR. MORI
               Hmmm?  Oh, prisoners, mostly.

                           DEACON
               And you did this to them knowing the 
               procedure would result in their 
               deaths?

                           DR. MORI
               Not necessarily.  They might have 
               attained a higher level of 
               consciousness.

                           DEACON
               Oh, I see.

                                                       (CONTINUED)

-----------------------------------------------------------------------------------------------------
     382-Furey-0302                                         p. 73
     3-6-01                                                      


                           DR. MORI
               I got the idea to try the bonding on 
               a smaller scale, perfect the neural 
               interface with a system your everyday 
               human brain should be capable of 
               handling.  That is where you and the 
               bio-suit come in.

                           DEACON
               My brain is hardly that of a garden 
               variety human, Doctor.

                           DR. MORI
               Very true.  It was Latimer's idea, 
               testing the bio-suit on you.  He 
               wanted you to be his wild card.  He 
               had me spirit you away, all the way 
               up to the Valhalla, so he could train 
               you - program you to be his last 
               line of defense against Hunter 
               Gelbach... should the need arise.

                           DEACON
               So he doesn't trust Gelbach, either.

                           DR. MORI
               Of course he doesn't.  He never did.

                           DEACON
               Then why not just kill him?

                           DR. MORI
               Not that simple.  Many have tried.  
               Besides... he's a convenient tool, 
               for the time being...

                           DEACON
               All right.  Then where's this machine 
               that Latimer intends to bond with?

                           DR. MORI
               The Valhalla, of course.

                           DEACON
               It's on the Valhalla?

                           DR. MORI
               No, Deacon... it is the Valhalla. 

                                                          CUT TO:

                                                       (CONTINUED)

-----------------------------------------------------------------------------------------------------
     382-Furey-0302                                         p. 74
     3-6-01                                                      


101   INT. CITADEL - GALEN'S CHAMBER                              101   

     Galen is sitting at his desk when Deacon lets himself in.

                           DEACON
               Am I to assume that our earlier 
               conversation was a thinly veiled 
               prelude to a coup?

                           GALEN
               Well, that all depends...

                           DEACON
               I'm on your side, please stop talking 
               in circles.

                           GALEN
               So sorry.

                           DEACON
               We need to free the prisoners.

                           GALEN
               Right now it's just you and me against 
               an army.  We need more warm bodies, 
               Deacon.

                           DEACON
               Alban Wynn and a splinter faction of 
               the Friendly Ghosts are holed up 
               somewhere in the sewer system.

                           GALEN
               That's perfect.  I need you to find 
               them and recruit them, double quick.

                           DEACON
               That will prove to be difficult.  
               Wynn is not the most trusting of 
               individuals, and he has good reason 
               to be suspicious of me.

                           GALEN
               Oh, don't worry, you won't be going 
               alone.

                                                    SMASH CUT TO:

                                                       (CONTINUED)

-----------------------------------------------------------------------------------------------------
     382-Furey-0302                                         p. 75
     3-6-01                                                      


102   INT. CITADEL - CELL BLOCK                                   102   

     Deacon neatly dispatches the two guards standing outside 
     Ambrose's cell.

                                                          CUT TO:

103   INT. CITADEL - CORRIDOR                                     103   

     A squad of fantoms all simultaneously jerk their heads up.  
     In their minds eye, they see Deacon through their dying 
     brothers' eyes.

                                                          CUT TO:

104   INT. CITADEL - CELL 1138                                    104   

     Ambrose jumps to his feet when Deacon enters.

                           AMBROSE
               Who are you?

                           DEACON
               My name's Deacon, I'm here to help 
               you.

                           AMBROSE
               What?

                           DEACON
               Galen Holm sent me.

105   INT. CITADEL - CELL BLOCK                                   105   

     Deacon and Ambrose run back down the cell block the way Deacon 
     came, only to find the entrance completely blocked off by 
     fantoms.

                           AMBROSE
               How did they get here so fast?

                           DEACON
               They share a collective consciousness, 
               Senator.  They were on to us from 
               the moment I slayed the first of 
               them.

                           AMBROSE
               Can you take all of them?

                                                       (CONTINUED)

-----------------------------------------------------------------------------------------------------
     382-Furey-0302                                         p. 76
     3-6-01                                                      


                           DEACON
                    (beat)
               Yes.  But by the time I did, there'd 
               be twice as many to take their place.

     They turn around and run towards the far end of the cell 
     block.

                           AMBROSE
               Where are we going, anyway?

                           DEACON
               Sewer.

                           AMBROSE
               This trip keeps getting better and 
               better.

     Deacon stops at the far end and slices open a grating in the 
     wall.

                           DEACON
               Here, this should take us straight 
               through to the central garbage shaft.

     Ambrose looks disapprovingly at the dark crawl space.

                           AMBROSE
               You go first.

     Deacon complies.  Ambrose crouches down to follow him, and 
     catches a glimpse over his shoulder of the squad of fantoms 
     bearing down on him.

     Ambrose crawls like mad through the dingy, narrow tunnel.  
     The fantoms are hot on his heels.

     Ambrose picks up the pace and all of a sudden the ground 
     drops out from under him.

     Deacon, standing on a narrow ledge, darts out his hand and 
     cathes Ambrose by his shirt.  For a moment, Ambrose just 
     hangs there, staring down the seemingly bottomless shaft.

     Deacon yanks Ambrose up and into his arms.  He then proceeds 
     to jump off the ledge and fall the entire length of the shaft.  
     Ambrose screams in terror.

                                                       (CONTINUED)

-----------------------------------------------------------------------------------------------------
     382-Furey-0302                                         p. 77
     3-6-01                                                      


106   INT. SEWER PIPE                                             106   

     Ambrose and Deacon land safely in the waist-deep sewage.  
     Ambrose gets back on his own two feet, and the both of them 
     slosh down the sewer tunnel as fast as they can.

                                                          CUT TO:

107   EXT. VALHALLA                                               107   

     The final frontier.

                           LATIMER (O.S.)
               Are you quite through?

108   INT. VALHALLA - JUNCTION ROOM                               108   

     Latimer watches impatiently as half a dozen technicians make 
     the final adjustments to the junction machine.

                           VALHALLA TECH
               It is calibrated precisely to your 
               specifications, Senator.

                           LATIMER
               Marvelous.  Now leave me.

     The technicians scamper away and out of the junction room.

                           LATIMER (CONT'D)
               Oh, yes... and please put me through 
               to Dr. Mori.

                                                          CUT TO:

109   INT. CITADEL - MORI'S CHAMBER                               109   

     Mori activates his holo-screen and Latimer's face appears.

                           DR. MORI
               I am here, my lord.

                           LATIMER
               Have your people synthesized enough 
               of the cure to move forward?

                           DR. MORI
               More than enough.  I can have it 
               loaded onto the transport and be en 
               route to the deployment satellite in 
               a matter of hours.

                                                       (CONTINUED)

-----------------------------------------------------------------------------------------------------
     382-Furey-0302                                         p. 78
     3-6-01                                                      


                           LATIMER
               Then consider the order given.
                    (beat)
               And there's one more thing I'd like 
               you to do before you go.

                           DR. MORI
               Anything.

                           LATIMER
               With this, our final triumph, the 
               City's usefulness is at and end.  I 
               should like to terminate the project 
               immediately.  Let them all see it, 
               Mori.  Give them a taste of the rest 
               of the World.

                                                          CUT TO:

110   EXT. QUARANTINE FACILITY                                    110   

     Dr. Mori has donned his Hazmat suit and steps into the clearly 
     marked Quarantine Facility, located at the west end of the 
     Research District.

111   INT. QUARANTINE FACILITY                                    111   

     Mori walks past cell after insulated cell.

112   INT. QUARANTINE FACILITY - CONTROL ROOM                     112   

     Inside the control room is an array of monitors, one for 
     each cell.  Mori enters the room and surveys the dead and 
     soon to be.  

     A good number of the patients have already been reduced to a 
     bloody pulp by the disease, but a handful are still alive.

     Mori flips the master switch and all of the cells under 
     quarantine come open.  A warning KLAXON blares loudly and a 
     computerized voice echoes over the loudspeaker.

                           COMPUTER
               Warning, contamination hazard.  All 
               personnel are advised to evacuate 
               the Quarantine Facility immediately.

113   INT. QUARANTINE FACILITY                                    113   

     Down on the cell floor, the victims of Arzamas 16 who are 
     still clinging to life tentatively accept their newfound 
     freedom and step out into the hallway proper.

                                                       (CONTINUED)

-----------------------------------------------------------------------------------------------------
     382-Furey-0302                                         p. 79
     3-6-01                                                      


     Seconds later, all of the security doors in the entire 
     facility fly open, including the outer doors.  The unlucky 
     few shade their eyes from the artificial sunlight, and limp 
     toward the exit.  

                                                          CUT TO:

114   INT. SEWER PIPE                                             114   

     Ambrose and Deacon trudge onward through the sludge.

                           AMBROSE
               How the hell are we supposed to find 
               these people?

                           DEACON
               Finding them's the easy part.  This 
               man, Wynn, is innately distrustful 
               of authority, and by now he must 
               know I turned Coral and others over 
               to Gelbach.

                           AMBROSE
               Do we stand a chance?

                           DEACON
               Oh, we should be fine.  I only hope 
               a few of them are still standing by 
               the time we get our differences worked 
               out.

                           AMBROSE
               I'm sure he'll listen to reason.  He 
               and Tamara used to be an item, and 
               I'm here as her envoy.

                           DEACON
               And I guess he'll have to take your 
               word for that.

                           AMBROSE
               Point taken.
                    (beat)
               Do you have an extra sword?

                           DEACON
               You'd only hurt yourself.

                           AMBROSE
               Deacon, back in the cell, Galen gave 
               me a heavily abridged history of 
               what I've missed up to this point
                           (MORE)

                                                       (CONTINUED)

-----------------------------------------------------------------------------------------------------
     382-Furey-0302                                         p. 80
     3-6-01                                                      


                           AMBROSE (CONT'D)
               and I have to tell you, the only 
               thing that still doesn't make sense 
               to me is you.

                           DEACON
               That's the idea.

                           AMBROSE
               Well, okay, let me be a little more 
               specific.  Not two days ago, you 
               handed Coral's people over to the 
               authorities.  Why are you helping 
               them now?

                           DEACON
               I... I don't know.  I was sent here 
               with a very specific directive; 
               infiltrate the resistance and engineer 
               their capture.  Once that was done, 
               the program started to break down.

                           AMBROSE
               The program?

                           DEACON
               I don't really understand it myself.  
               I'd like to claim the virtues as my 
               own and dissociate the vices to the 
               suit, but I know it isn't that simple.  
               I still maintain a degree of loyalty 
               to my master, Latimer, who was twice 
               my benefactor.  But at the same time 
               I can't abide by his practices.  
               Does that make any sense?

                           AMBROSE
               Deacon, I think you're more human 
               than you were ever meant to be.

     Off Deacon's bewildered expression we 

                                               MATCH DISSOLVE TO:

115   INT. CITADEL - INTERROGATION ROOM                           115   

     Gelbach stands alone in the interrogation room, looking around 
     at the shadows burned into the walls.

     Seconds later, Coral Harmon is dragged in by a pair of fantoms 
     and suspended in the center of the chamber.

                                                       (CONTINUED)

-----------------------------------------------------------------------------------------------------
     382-Furey-0302                                         p. 81
     3-6-01                                                      


                           GELBACH
               You are right to fear Latimer, you 
               know.  He is a madman.

                           CORAL
               You're no better.

                           GELBACH
               It really isn't fair to hold me up 
               against human standards... we are so 
               far beyond you on the evolutionary 
               scale.

                           CORAL
               Delusions of grandeur.

                           GELBACH
               Am I really such a monster?  My 
               primary concern is for the welfare 
               of my people.  I won't have them 
               born into subjugation any longer.  
               Surely you can understand this.

                           CORAL
               What does that mean for the rest of 
               us?

                           GELBACH
               Humankind is a conundrum to me.  
               They set lofty goals for an idealic 
               society, but none of them are prepared 
               to do what needs to be done to see 
               that dream realized.

                           CORAL
               And you are?  Is that what you're 
               telling me?

                           GELBACH
               This City could be the wellspring.  
               There are technologies here that 
               could change the World.  Latimer's 
               view is skewered and sideways, all 
               this potential and all he can come 
               up with are weapons of pain and 
               suffering.  Well all that is about 
               to change.

                           CORAL
               Uh huh.  And what happens when you're 
               sitting on the throne?  Humans born 
               into subjugation?

                                                       (CONTINUED)

-----------------------------------------------------------------------------------------------------
     382-Furey-0302                                         p. 82
     3-6-01                                                      


                           GELBACH
               I had considered it.  More trouble 
               than it is worth.  
                    (pause)
               I will forge a New World, a global 
               community, where all are equal and 
               want for nothing - humans and fantoms 
               alike, mind you.  Can you not see 
               how much is to be gained?

                           CORAL
               Then you might as well kill us.

                           GELBACH
               I do not understand.

                           CORAL
               Human beings don't fit into your 
               perfect little world.  If there is 
               to be change, we want it on our own 
               terms.  We'd sooner die than have 
               utopia imposed on us by you and your 
               hive.

                           GELBACH
               I cannot believe this will be the 
               case.  But... if that is your people's 
               wish when the time comes... s-so be 
               it.

     Gelbach puts his hand to his temple and shows weakness for 
     the first time.  Through his link with the others, he feels 
     their pain; many of his children are exhibiting symptoms of 
     Arzamas 16.

                           GELBACH (CONT'D)
               N-no!

     Gelbach storms out of the interrogation chamber.

                                                          CUT TO:

116   INT. CITADEL - GALEN'S CHAMBER                              116   

     Dahlia is weeping openly as she examines the bruises that 
     are starting to form on her body.  Galen himself wears a 
     sullen expression, but keeps his cool.

                           GALEN
               Pull yourself together, Dahlia.  
               What's done is done.

     Dahlia calmes down.

                                                       (CONTINUED)

-----------------------------------------------------------------------------------------------------
     382-Furey-0302                                         p. 83
     3-6-01                                                      


                           GALEN (CONT'D)
               Now, Dahlia, there's something very 
               important I need you to do for me.  
               Do you think you're up for it?

     Dahlia nods.

                           GALEN (CONT'D)
               Do you know where Mori stores the 
               plague killer?

                           DAHLIA
               Y-yes.

                           GALEN
               Do you know where the City air 
               recirculation unit is housed?

     Dahlia nods an affirmative.

                           GALEN (CONT'D)
               Do you fully understand what I'm 
               asking you to do?

                           DAHLIA
               Yes, sir, I do.

     Galen hugs her warmly.

                           GALEN
               Then make it happen, Dahlia.

     Dahlia pulls away and walks toward the door.  Before exiting, 
     though, she stops and turns around.

                           DAHLIA
               We'll see each other again.

     Galen nods and allows a faint smile to cross his face.

                           GALEN
               I know we will.

                                                          CUT TO:

117   EXT. VALHALLA                                               117   

     In space, no one can hear you scream...

                           COMPUTER (O.S.)
               I'm sorry, but your signal cannot go 
               through.

                                                       (CONTINUED)

-----------------------------------------------------------------------------------------------------
     382-Furey-0302                                         p. 84
     3-6-01                                                      


118   INT. VALHALLA - TAMARA'S QUARTERS                           118   

     Hopelessly anxious, Tamara is frantically flipping switches 
     at her communications console.

                           TAMARA
               Computer, set the message on auto-
               repeat, once every fifteen seconds.

                           COMPUTER
               Affirmative.

     Tamara sits back in her chair and bites her lip.  A few 
     seconds later, her prerecorded message plays back over the 
     comm system.

                           TAMARA'S VOICE
               Alban, this is Tamara.  Please 
               respond.  I say again, this is Tamara.  
               If you are hearing this message, you 
               must get in touch with me immediately.

                                                          CUT TO:

119   INT. SEWER PIPE                                             119   

     Deacon and Ambrose continue their search.

                           WYNN (O.S.)
               Well now, what do we 'ave 'ere?

     Deacon and Ambrose look behind them to find Alban Wynn and 
     his entire following, their weapons drawn. 

                           BOK
               Looks to me like a Senator and a 
               Samurai, Alban.

                           WYNN
               Looks that way.
                    (pause)
               Shoot them.

                           AMBROSE
               STOP!  We're here to help you free 
               the prisoners and retake the Citadel.

                           WYNN
               Bollocks!

                           AMBROSE
               Tamara sent me!

                                                       (CONTINUED)

-----------------------------------------------------------------------------------------------------
     382-Furey-0302                                         p. 85
     3-6-01                                                      


     Wynn reacts at hearing her name.

                           WYNN
               You lie.

                           AMBROSE
               She told me all about the two of 
               you, how you've been informing her 
               about this place.  How could I know 
               that unless I was on the level.

                           WYNN
               Tamara cou'be dead now.  Latimer 
               cou'be projectin' 'er thoughts on a 
               big fucking screen, f'r all I know.

                           BOK
               You've been in contact with Senator 
               Tamara all this time?

                           WYNN
               Shut up, Bok. 

                           DEACON
               Wynn, you don't know what you're 
               doing.

                           WYNN
               Shut y'r bloody mouth, Deacon, I 
               don't 'ave word one t' say t' you!

                           DEACON
               Coral's still alive.  They're all 
               alive, and in Gelbach's custody.  
               But they won't be for long, unless 
               we do something!

                                                          CUT TO:

120   INT. CITADEL - ENTRANCE TO BIOHAZARD WING                   120   

     Dahlia is clad in an ill-fitting hazmat suit and is presently 
     having great difficulty keying in the access code through 
     the cumbersome gloves.

                           COMPUTER
               Code not recognized.  Access denied.

                           DAHLIA
               Damn it!

     Dahlia tries one more time and is elated to see the keypad 
     turn green. 

                                                       (CONTINUED)

-----------------------------------------------------------------------------------------------------
     382-Furey-0302                                         p. 86
     3-6-01                                                      


                           COMPUTER
               Thank you, Director Holm, you are 
               cleared to proceed.

121   INT. CITADEL - BIOHAZARD WING                               121   

     The biohazard wing is basically an array of vault-like storage 
     rooms where unstable, generally dangerous chemical and 
     biological agents are stored safely away.

     Dahlia hurries down the corridor to storage room seven, keys 
     in another passcode, and the security door swings slowly 
     open.

122   INT. CITADEL - BIOHAZARD WING - STORAGE ROOM SEVEN          122   

     Dahlia steps into the misty, temperature-regulated room and 
     her eyes go wide.

     The room is entirely empty; all the stores of the cure have 
     been cleared out.

     Dahlia sprints back the way she came.

                                                          CUT TO:

123   EXT. RESEARCH DISTRICT - DOCKING PLATFORM                   123   

     The release of the contagion has induced rioting in the 
     streets; scientists stricken with Arzamas 16 scamper about, 
     screaming and crying.

     Dr. Mori's hover car glides to halt, the back seat brimming 
     with heavy cases of the plague killer.  Mori disembarks and 
     looks up at the docking platform.  

     About a dozen scientists are hovering around the access hatch.  
     On seeing Mori, they rush down the ramp towards him.

                           SCIENTIST
               Dr. Mori, please help us!

     Mori palms his blaster and kills each and every one of them, 
     efficiently and without remorse.  He then trots around to 
     the back of his car and tries to get a grip on the first 
     bulky case, balancing it in his arms carefully so as not to 
     tear his hazmat suit.

     Mori is a frail man, advanced in years.  He manages to hobble 
     up the ramp with one case at a time, but the process is slow 
     going.

                                                          CUT TO:

                                                       (CONTINUED)

-----------------------------------------------------------------------------------------------------
     382-Furey-0302                                         p. 87
     3-6-01                                                      


124   EXT. RESEARCH DISTRICT - STREETS                            124   

     Dahlia is racing through the streets on a hover bike, swerving 
     to avoid the mobs of stricken scientists and fantoms alike.  
     She has discarded the hazmat suit in favor of increased 
     mobility; it is too late for her, anyway.  Her breathing has 
     become labored, and the telltale bruises have spread across 
     her entire body.

                                                          CUT TO:

125   INT. SEWER PIPE                                             125   

     By the grace of God, the two parties have yet to come to 
     blows, though the verbal battle rages on.

                           DEACON
               Maybe if you and Coral listened to 
               each other instead of relentlessly 
               stepping on each other's toes, you 
               wouldn't have --

                           WYNN
               Shut y'r ugly face!

                           BOK
               Wynn, I think we'd better listen to 
               him...

                           WYNN
               What, you bloody too?

                           BOK
               Look, we might be able to take him...

     Deacon snorts.

                           BOK (CONT'D)
               ...but the attrition would cripple 
               us.

                           WYNN
               And if this is just another fuckin' 
               con job, then the resistance is 
               finished an' Latimer wins.  Iz'at 
               what y' want, Bok?  Iz'it?

                                                          CUT TO:

                                                       (CONTINUED)

-----------------------------------------------------------------------------------------------------
     382-Furey-0302                                         p. 88
     3-6-01                                                      


126   EXT. RESEARCH DISTRICT - DOCKING PLATFORM                   126   

     Mori is sweating heavily in the hot hazmat suit as he reaches 
     for the second to last case and starts lugging it towards 
     the transport shuttle.

     Seconds later, Dahlia glides the hover bike to a stop and 
     hops off.  She jumps into the driver's seat of the hover 
     car, ignites the repulsors and...

                           DR. MORI (O.S.)
               Put your hands in the air, you filthy 
               insect.

     Dahlia looks up to find Mori's gun trained on her.  She 
     complies and puts her hands up.

                           DR. MORI (CONT'D)
               You're too late to save anyone, you 
               know.  This biosphere is so self-
               contained I doubt there's a single 
               uninfected person left anywhere in 
               the City.  
                    (evil grin)
               Heh, that is, except for me.

     Mori comes ever closer.

                           DR. MORI (CONT'D)
               Goodbye, Dahlia.  Take this for what 
               it is; a relatively painless death 
               to the one it looks like you're in 
               for.

                           FANTOM (O.S.)
               MORI!

     Mori looks up to see swarms of fantoms coming his way.  He 
     scurries back up the ramp to the docking platform.

                                                          CUT TO:

127   INT. CITADEL - GELBACH'S CHAMBER                            127   

     Gelbach sits alone in his chamber, telegraphing his words to 
     the fantom in the field.

                           GELBACH
               Stop where you are, Mori, you 
               aren't...

                                                       (CONTINUED)

-----------------------------------------------------------------------------------------------------
     382-Furey-0302                                         p. 89
     3-6-01                                                      


128   EXT. RESEARCH DISTRICT - DOCKING PLATFORM                   128   

     The fantom and Gelbach speak as one.

                           FANTOM
               ...going anywhere without this last 
               case.  Throw down your weapon and we 
               will grant you a quick death.

                           DR. MORI
               Sorry to spoil your fun, Gelbach, 
               but I already have quite enough on 
               board the shuttle.  Be seeing you.

     Mori boards the shuttle and fires up the engines.

     Dahlia takes this opportunity and hits the gas on the hover 
     car, pulling away from the docking platform.

     Meanwhile, Mori lifts the transport shuttle into the sky, 
     and without any long range weaponry, the fantoms are powerless 
     to stop him. 

     Dahlia runs down a handful of fantoms in her escape, but one 
     manages to leap onto the back of the car as it's picking up 
     speed.  The fantom raises his sword high into the air...

     ...and Dahlia slams on the breaks, sending his unwanted 
     passenger flying.  Then she once again leans on the 
     accelerator and leaves the ailing fantoms far behind.

                                                          CUT TO:

129   INT. SEWER PIPE                                             129   

     Wynn and Bok now have their weapons aimed at each other.

                           BOK
               Wynn, please don't make me shoot 
               you!

     Wynn looks frantically from Bok to Deacon to Ambrose. 

                                                          CUT TO:

130   INT. TRANSPORT SHUTTLE                                      130   

     Mori confidently keys in the signal to open the energy shield.

                                                          CUT TO:

                                                       (CONTINUED)

-----------------------------------------------------------------------------------------------------
     382-Furey-0302                                         p. 90
     3-6-01                                                      


131   EXT. ALASKAN SKIES                                          131   

     An opening begins to appear in the shield over the City...

                                                          CUT TO:

132   INT. SEWER PIPE                                             132   

     Deacon synthesizes his bio-swords, forcing the issue.

                           DEACON
               What's it gonna be, Wynn?

     Suddenly, a recorded message crackles over Wynn's 
     communicator.

                           TAMARA'S VOICE
               --amara.  Please respond.  I say 
               again, this is Tamara.  If you are 
               hearing this message, you must get 
               in touch with me immediately.

     Wynn lowers his weapon.

                           WYNN
                    (into communicator)
               I'm here, Tamara... 

     Deacon retracts his swords and allows himself a smile.

                                                          CUT TO:

133   INT. CITADEL - AIR RECIRCULATION                            133   

     Dahlia lugs the case of plague killer into the room and 
     collapses to the floor, gasping for air.

                                                          CUT TO:

134   INT. CITADEL - GELBACH'S CHAMBER                            134   

     The door slides open and Galen Holm steps inside.

                           GELBACH
               I don't really have the time now, 
               Director.

                           GALEN
               That's where you're wrong, Gelbach.  
               We have all the time in the world.

     Galen pulls up a chair next to Gelbach.

                                                       (CONTINUED)

-----------------------------------------------------------------------------------------------------
     382-Furey-0302                                         p. 91
     3-6-01                                                      


                           GALEN (CONT'D)
               My aide is over at air recirculation.  
               With any luck, she's already released 
               the plague killer into the system.

                           GELBACH
               Quick thinking, Director.  I applaud 
               you.  Now we can see about... 
               reprimanding Latimer for this most 
               recent treachery.

     Galen exhales long and hard.

                           GALEN
               And there's something else, 
               Magistrate.

                           GELBACH
               What's that?

                           GALEN
               I've been infected with Arzamas 16.  
               And now so have you.

                           GELBACH
               NO!

     Gelbach bolts out of his chair and lifts Galen up by his 
     neck.  He throws Galen across the room and tears out of the 
     chamber.

     Galen pulls himself up against the wall with his good arm, 
     and revels in this small victory.

                                                          CUT TO:

135   INT. CITADEL - AIR RECIRCULATION                            135   

     Dahlia lies still on the floor, the open case beside her.

                                                          CUT TO:

136   INT. CITADEL - CORRIDOR                                     136   

     Gelbach runs down the corridor in a frenzy, but there's 
     nothing he can do to stop it.

     He takes a last few unsteady steps and collapses to the floor.

                                                          CUT TO:

                                                       (CONTINUED)

-----------------------------------------------------------------------------------------------------
     382-Furey-0302                                         p. 92
     3-6-01                                                      


137   INT. CITADEL - GELBACH'S CHAMBER                            137   

     General Galen Holm, quiet and dignified, takes his last breath 
     and closes his eyes for the last time.

                                                          CUT TO:

138   INT. SEWER PIPE                                             138   

     Deacon, Ambrose, and their new comrades in arms trudge through 
     the sludge in silence.

     Deacon leads the pack towards the mouth of the tunnel.

139   EXT. RESIDENTIAL DISTRICT                                   139   

     The members of the procession step out into the light one at 
     a time, and their eyes widen in turn.

                           BOK
               Oh my God...

     The streets are littered with corpses, hundreds of scientists 
     and fantoms lying dead where they fell.

     Off our heroes' bewildered and horrified faces, we

                                                        FADE OUT:

     FADE IN:

140   INT. CITADEL - GALEN'S CHAMBER                              140   

     Standing outside in the corridor, Deacon and Ambrose pay 
     their last respects to Galen and shut the door to his chamber.

                           AMBROSE
               What do you suppose happened?

                           DEACON
               Plague victim got lose... was let 
               lose...

                           AMBROSE
               Most of the dead didn't die of the 
               virus.  Looks like somebody had the 
               good sense to release the plague 
               killer before he died.

     Ambrose comes upon a corpse, face down in the middle of the 
     corridor.  He flips the body over with his foot.

                                                       (CONTINUED)

-----------------------------------------------------------------------------------------------------
     382-Furey-0302                                         p. 93
     3-6-01                                                      


                           AMBROSE (CONT'D)
               Well, now...

     Wynn, Bok, and a throng of Friendly Ghosts start to filter 
     into the corridor.

                           WYNN
               Lookie 'ere.  Seems the prison cells 
               'ad there own air filtration system, 
               di'nt they?

     Wynn is close enough now to see Gelbach's dead body sprawled 
     on the floor.

                           WYNN (CONT'D)
               Is zat who I think it is?  Bonzer 
               there, mates!  Couldn't 'ave 'appened 
               t' a nicer fellow.

                           DEACON
               Where's Coral?

                           WYNN
               Others said Gelbach dragged 'er off 
               'for the shit hit the fan.

                           AMBROSE
               Then she's probably in the 
               interrogation room.  Let's go get 
               her.

                                                    SMASH CUT TO:

141   INT. CITADEL - INTERROGATION ROOM                           141   

     Coral punches Deacon squarely in the face, but Deacon rolls 
     with it.  It takes Wynn and Bok to keep her off of him.

                           CORAL
               Come here, you bastard!  I'll kill 
               you!

                           DEACON
               Did he hurt you?

                           CORAL
               Not as much as you did, you fucking 
               traitor!
                    (cathes her breath)
               Wynn, go ahead, you have my permission 
               to eviscerate him!

                                                       (CONTINUED)

-----------------------------------------------------------------------------------------------------
     382-Furey-0302                                         p. 94
     3-6-01                                                      


                           WYNN
               Maybe later, darlin'.  Right now 
               we'd best drag our asses up t' 
               Control, try'n sort out what the 
               hell's going on --

     Wynn is cut short by the sound of weapons fire out in the 
     corridor.

142   EXT. CITADEL - CORRIDOR                                     142   

     Coral, Deacon, Wynn, Bok, and Ambrose file out into the 
     corridor. 

     At the end of the hall, fantoms are pouring out of the cloning 
     facility.  The F.G.'s who are armed are laying down a 
     suppressing fire, but they're only slowing the fantoms' 
     advance.

                           CORAL
               Cover our asses, people!  We're going 
               up to Central Control, see if we 
               can't --

     Wynn yanks hard on Coral's arm.

                           WYNN
               They know all they need to, 
               sweetheart.

     The five of them break into a run.

                           AMBROSE
               I don't undertstand.  Gelbach's dead, 
               how can the fantoms still be operating 
               as a collective?

                           DEACON
               You forget.  When I revealed my true 
               face, Coral thought Gelbach and I 
               were one and the same.

                           CORAL
               So?

                           DEACON
               The only logical inference, then: 
               Gelbach - the real Gelbach - is not 
               yet dead.

                                                    SMASH CUT TO:

                                                       (CONTINUED)

-----------------------------------------------------------------------------------------------------
     382-Furey-0302                                         p. 95
     3-6-01                                                      


143   INT. GELBACH'S PERSONAL SHUTTLE                             143   

     Gelbach sits at the controls, all the fire of Hell in his 
     eyes.  He is closing fast on the Valhalla, and sets a course 
     for the docking bay.

144   INT. VALHALLA - DOCKING BAY                                 144   

     Gelbach sets the shuttle down and storms down the access 
     ramp.  He blows through the docking bay towards the bowels 
     of the ship.

     A few seconds later Tamara peeks her head out from behind a 
     stack of crates.  She emerges from her hinding place, 
     cautiously at first, but then she clambers up the access 
     ramp to Gelbach's shuttle, fires it up, and gets the hell 
     off the figuratively sinking ship.

145   INT. VALHALLA - CAUSEWAY                                    145   

     Gelbach stops in his tracks when he hears Latimer's voice 
     echo through the sound system.

                           LATIMER (O.S.)
               Hello there, Hunter.  So nice of you 
               to come to witness my ascension.

                           GELBACH
               I am ten times your better, machine 
               or no.

     Latimer cackles.

                           LATIMER (O.S.)
               We shall see.

146   INT. VALHALLA - JUNCTION ROOM                               146   

     Latimer is strapped into the junction port, his hand on the 
     activator switch.

     Gelbach tears through the door in a dirge of crunching metal.  
     Latimer begins to laugh like a madman.

                           LATIMER
               You're too late, Gelbach!  Ahahahah!  
               You're too late!

     Latimer flips the switch...

                                                          CUT TO:

                                                       (CONTINUED)

-----------------------------------------------------------------------------------------------------
     382-Furey-0302                                         p. 96
     3-6-01                                                      


147   INT. CITADEL - CENTRAL CONTROL                              147   

     Deacon and Ambrose watch Coral, Wynn, and Bok flutter from 
     console to console.

                           BOK
               I just broke through the encryption 
               on the message logs.  Get a load of 
               this.

     Bok plays back Latimer's final transmission to Mori.

                           CORAL
               Logs show Mori made a break for it 
               in the transport shuttle a little 
               over an hour ago.

                           WYNN
               This must be where 'e's going.

     Wynn pulls up a hologram in the center of the room.

                           WYNN (CONT'D)
               Deployment satellite.

                           AMBROSE
               Well then... we just have to beat 
               him to it.

                           WYNN
               Bastard's already got an hour's head 
               start on us.

                           CORAL
               Besides... Gelbach took off in his 
               personal shuttle at about the same 
               time.  There are no other space faring 
               vessels anywhere in the City.

                           WYNN
               Well that's bloody brilliant, I'n't?

                           AMBROSE
               We're marooned, then.

                           BOK
               OSS.

     All eyes turn to Bok.

                           WYNN
               Howzat?

                                                       (CONTINUED)

-----------------------------------------------------------------------------------------------------
     382-Furey-0302                                         p. 97
     3-6-01                                                      


                           BOK
               Operation Side Step.  Follow me.

148   INT. CITADEL - CORRIDOR                                     148   

     Bok leads them back into the hallway, only to find Raine and 
     the Friendly Ghosts running for their lives.

                           RAINE
               Coral, there are just too many of 
               them!

                           WYNN
               Follow Bok's lead.  We're reconvening 
               at some fuckin' set of initials.  
               We'll make our stand there.

                                                          CUT TO:

149   INT. CITADEL - OSS LAB                                      149   

     Bok fires up the machine and the shimmering slipdoor comes 
     into being.

                           CORAL
               Wow.

                           WYNN
               Fuckin' beautiful.

                           AMBROSE
               What are we looking at?

                           CORAL
               If I had to guess, I'd say it's some 
               sort of space folding machine.
                    (to Bok)
               Am I close?

                           BOK
               Close enough.

     Bok pulls a panel off the main console and groans in dismay.

                           WYNN
               What now?

                           BOK
               Mori and his half-wits butchered 
               this thing.  They couldn't have gotten 
               the configuration more wrong!

                                                       (CONTINUED)

-----------------------------------------------------------------------------------------------------
     382-Furey-0302                                         p. 98
     3-6-01                                                      


                           CORAL
               Well, you'd better give us a crash 
               course and make us useful, because 
               we're really up against it for time. 

      

                                                          CUT TO:

150   INT. TRANSPORT SHUTTLE                                      150   

     Mori sits at the controls, maxing out the the craft's engines.

     Through the viewport, the small speck that is the deployment 
     satellite grows steadily nearer. 

                                                          CUT TO:

151   INT. CITADEL - CORRIDOR                                     151   

     Raine and the F.G.'s strike down fantom after fantom, but 
     the numbers are not on their side; the fantoms are 
     unrelenting.

                                                          CUT TO:

152   INT. CITADEL - OSS LAB                                      152   

     Wynn and Coral scurry about recalibrating the OSS as Bok 
     oversees.

                           AMBROSE
               How long a range do we have with 
               this thing?

                           BOK
               Well, theoretically infinite.  Turns 
               the concept of transportation on its 
               head; the fastest way to get from 
               one point to another is no longer a 
               straight line.

                           WYNN
               'old on, there, mate.  What d'ya 
               mean, "theoretically infinite?"

                           BOK
               Well, just that.

                           CORAL
               You mean this thing's never been 
               tested?

                                                       (CONTINUED)

-----------------------------------------------------------------------------------------------------
     382-Furey-0302                                         p. 99
     3-6-01                                                      


                           BOK
               Well, no... not on anything sentient, 
               anyway. 

                           WYNN
               Jesus H. Christ... 

                           DEACON
               You can test it on me.  Hunter Gelbach 
               can only be bound for the Valhalla.  
               That is where I must go.

                           CORAL
               I'm coming with you.

                           DEACON
               The Valhalla is no place for you.

                           CORAL
               My place... is at my husband's side.  
               If there's any chance he could still 
               be alive --

                           DEACON
               'e's 'alf right, C.  You can't go 
               with him t' the Valhalla cause you 
               need t' shoot on over t' the 
               Deployment Satellite an' stop Mori 
               'for 'e --

                           CORAL
               You and Bok can do it!

                           BOK
               No can do, Coral, I need to stay 
               here to operate the machine.

                           WYNN
               An' I don't know the first thing 
               'bout that bug 'e's carryin'.  You 
               an' Casper helped develop it.

                           CORAL
               But --

                           AMBROSE
               This thing is bigger than you, and 
               it's bigger than Casper.  Whether 
               he's alive or not, your presence on 
               the space station won't do him a 
               damn bit of good.  The two of us are 
               the only ones who can stop this 
               wholesale genocide.

                                                       (CONTINUED)

-----------------------------------------------------------------------------------------------------
     382-Furey-0302                                        p. 100
     3-6-01                                                      


     Coral nods in resignation as Deacon steps up to the slipdoor. 

                           WYNN
               Lemme pull up up-to-the-minute 
               coordinates f'r the Valhalla... 
                    (to Deacon, good-
                    natured)
               Good luck, you freakin' throwback.

                           CORAL
                    (to Deacon)
               Just keep this is the back of your 
               mind.  Even if you live through this, 
               I'm still gonna kill you.

                           DEACON
               I look forward to it.

     Deacon assumes the position.

                           DEACON (CONT'D)
               If I don't come back... blow the 
               station out of the sky.

                           AMBROSE
               But there are hundreds of innocent 
               people on board the Valhalla.

                           DEACON
               I know.

     With that, Deacon disappears into the slipdoor.

                           CORAL
               I hope he's a stain on a windshield 
               somewhere.

                           BOK
               Better hope not, Coral... you're on 
               deck.

                                                          CUT TO:

153   INT. VALHALLA - CAUSEWAY                                    153   

     A slipdoor slides open and Deacon steps out.  He looks down 
     at himself to make sure he's all there.

                           GELBACH (O.S.)
               Welcome, Deacon.

     Gelbach's steely voice echoes down the vast causeway.

                                                       (CONTINUED)

-----------------------------------------------------------------------------------------------------
     382-Furey-0302                                        p. 101
     3-6-01                                                      


                           DEACON
               Gelbach.  Where is Latimer?

                           GELBACH (O.S.)
               You owe him nothing, Deacon.  You 
               were just a tool to him.  A weapon.

                           DEACON
               He is my master, now and forever.  
               If you've hurt him, I will kill you.

                           GELBACH (O.S.)
               You couldn't touch me in the City.  
               Now... no one can touch me.

                           DEACON
               Gelbach... where is Latimer?

                           GELBACH (O.S.)
               I will take you to him.

     The floor beneath Deacon's feet begins to contort and Deacon 
     takes a step back.

     A metallic effigy of Hunter Gelbach literally climbs out of 
     the deck.  Without a word, or even a gesture, the effigy 
     walks away down the dark causeway.  Deacon holds his ground 
     for a moment, then follows after it.

                                                          CUT TO:

154   INT. CITADEL - OSS LAB                                      154   

     Coral and Ambrose are standing in front of the slip door.

                           AMBROSE
               Whatever you do, don't let the fantoms 
               get their hands on this device.

                           BOK
               We'd sooner destroy it.

                           AMBROSE
               Good man.

     Wynn walks up to Coral. 

                           WYNN
               Coral...

                           CORAL
               Yes?

                                                       (CONTINUED)

-----------------------------------------------------------------------------------------------------
     382-Furey-0302                                        p. 102
     3-6-01                                                      


     Wynn falters.

                           WYNN
               ... take care.

                           CORAL
                    (smiles)
               You too.

     Coral and Ambrose disappear into the slipdoor.

                           WYNN
               Cheers.

     Bok puts his arm around Wynn.

                           BOK
               Come on, Wynn.  Let's go stomp some 
               genomes.

                           WYNN
               Yeah.  I'll take 'at "poor man's 
               razor" an' shove it up their 
               collective ass.

                                                          CUT TO:

155   INT. DEPLOYMENT SATELLITE                                   155   

     Coral and Ambrose emerge from a slipdoor.

                           CORAL
               This must be the place.  The Russians 
               really built this?

                           AMBROSE
               M-hmm.  In 2018.

                           CORAL
               I didn't even know the Stalinites 
               threatened to ethnically cleanse the 
               Earth's population.

                           AMBROSE
               Yeah, well the powers that were took 
               great pains to keep this place a 
               secret, after that faulty canister 
               put those Russian retrogrades in 
               early graves.

                           CORAL
               You know, history is a lot more 
               interesting to hear you tell it.

                                                       (CONTINUED)

-----------------------------------------------------------------------------------------------------
     382-Furey-0302                                        p. 103
     3-6-01                                                      


                           AMBROSE
               Yeah... and a lot less wholesome.

     Coral looks around. 

                           CORAL
               This place is mammoth.

                           AMBROSE
               Mammoth and empty. 

                           CORAL
               Do you think we beat him here?

                           COMPUTER (O.S.)
               Launch system initiated.  Deployment 
               begins in t-minus thirty minutes.

     Coral and Ambrose break into a run.

                                                          CUT TO:

156   INT. VALHALLA - CAUSEWAY                                    156   

     Deacon continues to follow close behind Gelbach's gleaming 
     effigy, looking around as he goes for any signs of trouble.

     The two come to the busted in door to the junction room.  
     The effigy keeps walking and disappears into the wall.  

     Deacon gingerly climbs through the jagged metal outcroppings 
     that were once the door.

157   INT. VALHALLA - JUNCTION ROOM                               157   

     The room is quite dark, Deacon can scarcely see his hand in 
     front of his face.

                           DEACON
               Are you so afraid to face me?

                           GELBACH (O.S.)
               You spend too much time with the 
               humans, I think.  Pride.  Chivalry.  
               Honor.  Loyalty.  We are beyond these 
               things.

                           DEACON
               I'm not.

                                                       (CONTINUED)

-----------------------------------------------------------------------------------------------------
     382-Furey-0302                                        p. 104
     3-6-01                                                      


                           GELBACH (O.S.)
               Which is precisely why, if we came 
               to blows, you would lose... time and 
               again.  But I do not want to fight 
               you, Deacon.

                           DEACON
               What do you want?

     A spotlight comes on, illuminating a white-haired corpse, 
     posed in a display case on the far wall.

                           GELBACH (O.S.)
               I want you to understand.

                                                          CUT TO:

158   INT. CITADEL - CORRIDOR                                     158   

     The Friendly Ghosts have consolidated their position, but 
     fantoms continue to stream out of the cloning facility.

                           WYNN
               Too fuckin' many of 'em!

                           RAINE
               We need to attack them at the source.  
               Is there any other way into the 
               Cloning Facility?

                           WYNN
               The fuck should I know, Sheila?

     Bok reaches into his vest and withdraws a block of plastic 
     explosive (the same he and Wynn used on the maglev).  He 
     tosses it against the outer wall to the Cloning Facility and 
     takes aim.

     Wynn's eyes go wide.

                           WYNN (CONT'D)
               Back!  Back!  Everybody back!

     Bok tightens his finger around the trigger...

159   INT. CITADEL - CLONING FACILITY                             159   

     ... and the wall EXPLODES inward, shattering incubation tubes 
     and sending bits of underdeveloped fantoms everywhere.

160   INT. CITADEL - CORRIDOR                                     160   

     Smoke fills the corridor.

                                                       (CONTINUED)

-----------------------------------------------------------------------------------------------------
     382-Furey-0302                                        p. 105
     3-6-01                                                      


     Raine rallies the F.G.'s forward, pressing their advantage. 

                           RAINE
               We'll cover you!

     Wynn and Bok dart across the hall and into the gaping hole 
     in the wall.

161   INT. CITADEL - CLONING FACILITY                             161   

     Wynn and Bok step up to the railing and look down.

                           WYNN
               Oh my good God...

     They see level after subterranean level of gestating fantoms, 
     rows of them coming to term by the second.  They look at 
     each other, then blast away at the incubation tubes, the 
     sound of SHATTERING GLASS and SLOSHING SOLUTION complementing 
     the PULSE of laser fire.

                                                          CUT TO:

162   INT. DEPLOYMENT SATELLITE - INCUBATION CHAMBER              162   

     Coral and Ambrose run into the vast incubation chamber and 
     look up.

     There is a catwalk about fifty feet above their heads, and 
     in the center of the spherical chamber is the deployment 
     device itself.

     Ambrose runs around, looking for some kind of ladder, any 
     way to reach the catwalk above.

     Coral taps her foot against the metal floor.

                           CORAL
               I think we're standing on a door.

                           AMBROSE
               A door to what?

                           CORAL
               Deep space... the outer atmosphere.

     Coral runs over to a locker and produces a pair of spacesuits.

                           CORAL (CONT'D)
               We should really put these on.

     Ambrose is busy trying to solve the problem of how to reach 
     the catwalk, so Coral walks the suit over to him.

                                                       (CONTINUED)

-----------------------------------------------------------------------------------------------------
     382-Furey-0302                                        p. 106
     3-6-01                                                      


     The two of them struggle into the suits.  As Ambrose is 
     sealing his helmet, he spots the artificial gravity generator.

                           AMBROSE
               Coral, have you had any zero-G 
               training?

                           CORAL
               No... but I was captain of the swim 
               team in high school.

                           AMBROSE
               Good enough.

     Ambrose opens fire with his pulse rifle, destroying the 
     gravity well.  He pushes off the floor and floats upwards 
     toward the catwalk.

     Ambrose grabs hold of the catwalk and swings himself up and 
     on to it.

     Back on the floor, Coral hesitates, nervously.

                           AMBROSE (CONT'D)
               Come on, you can do it.  A little 
               push goes a long way.

     Coral builds up her courage and pushes off.  She wobbles 
     unsteadily at first, but she gradually gets the hang of it.  
     She falls into a smooth breast stroke and showboats a little.

                           AMBROSE (CONT'D)
                    (smiling)
               Good form.

     Coral is having fun despite herself, until she realizes her 
     angle of approach is too shallow, she is going to miss the 
     catwalk entirely.

     Ambrose sees this, too.  He stands up to his full height and 
     reaches out his hand.

     Coral catches hold of Ambrose's hand as she shoots past.  
     Ambrose tries to anchor himself but Coral's momentum gets 
     the better of him and the two of them are propelled upwards 
     towards the ceiling.

                                                          CUT TO:

163   INT. VALHALLA - JUNCTION ROOM                               163   

     Deacon stands before the white haired corpse in the display 
     case.

                                                       (CONTINUED)

-----------------------------------------------------------------------------------------------------
     382-Furey-0302                                        p. 107
     3-6-01                                                      


                           DEACON
               I don't know this man.

                           GELBACH (O.S.)
               You should.  He is most certainly 
               the man Latimer sent you to the City 
               with the intention of killing.  But 
               then, as now, I was one step ahead 
               of you.

                           DEACON
               Casper Harmon?

                           GELBACH (O.S.)
               The very same.

                           DEACON
               What happened to him?

                           GELBACH (O.S.)
               He was sacrificed... for the greater 
               glory of your master.

                           DEACON
               Where is he, Gelbach?

                           GELBACH
               Closer than you think.

     Another spotlight comes on, illuminating yet another display 
     case on the other side of the room.  Inside this one, 
     Latimer's charred corpse stares out at Deacon with empty 
     eyes.

                           DEACON
                    (anger registering)
               What did you do to him?

                           GELBACH
               You have it all wrong, Deacon.  He 
               did it to himself.

                           DEACON
               But I don't understand.  With my 
               suit, he was supposed to have 
               perfected the neural network that he 
               needed to --

     Gelbach laughs; a horrible, droning sound.

                                                       (CONTINUED)

-----------------------------------------------------------------------------------------------------
     382-Furey-0302                                        p. 108
     3-6-01                                                      


                           GELBACH
               Deacon, you are working under baseless 
               limitations.  Let me tell you 
               something about our people.  Our 
               telepathic link?  It was not there 
               from the beginning.  One day I simply 
               realized I could touch the minds of 
               all those who came after me... what 
               was more, I came to realize I could 
               actually control them.

                           DEACON
               You realized it?

                           GELBACH
               The only way I know how to describe 
               it.

                           DEACON
               That doesn't explain what happened 
               to Latimer.

                           GELBACH
               Latimer had made a... grievous error.  
               His neuro-connectors were flawed, 
               not any improvement on his earlier 
               designs.

                           DEACON
               But that's impossible, the bio-suit 
               was a sucess --

                           GELBACH
               The bio-suit was a dismal failure!  
               We were his sucess!

                           DEACON
               I don't understand!

                           GELBACH
               Placebo effect.  You were given this 
               suit, told it would merge with you... 
               you did not give it a second thought.

                           DEACON
               So?

                           GELBACH
               In the moment you donned that suit, 
               you realized something about yourself.

                           DEACON
               What did I realize?

                                                       (CONTINUED)

-----------------------------------------------------------------------------------------------------
     382-Furey-0302                                        p. 109
     3-6-01                                                      


                           GELBACH
               Answer me this: Are you able to fly... 
               under your own power?

                           DEACON
               No... of course not.

                           GELBACH
               Why not?

                           DEACON
               Because people can't fly.

                           GELBACH
               Absolutely right, people cannot fly.  
               And by extension, that limitation 
               extends to us, is that right?
                    (beat)
               Tell me... have you ever tried to 
               fly?

                           DEACON
               No.

                           GELBACH
               And why not?

                           DEACON
               Well, it... it never occurred to me 
               to try...

                           GELBACH
               Now do you understand?

     Suddenly, without realizing it, Deacon begins floating.  He 
     looks down and gasps.

                           DEACON
               The suit didn't bond with me... I 
               bonded with the suit!

                           GELBACH
               Fastest human mind could not co-
               habitate this ship with a living 
               computer.  It was then that I 
               realized, I had no need for a junction 
               port... I had everything I needed to 
               bond with this ship in the confines 
               of my own mind.

                                                       (CONTINUED)

-----------------------------------------------------------------------------------------------------
     382-Furey-0302                                        p. 110
     3-6-01                                                      


     The lights finally come up in full, and Deacon spots Gelbach's 
     cast-off, mortal body, lying lifeless on the floor.

                                                          CUT TO:

164   INT. DEPLOYMENT SATELLITE - INCUBATION CHAMBER              164   

     Ambrose is back on the catwalk and, finally, he eases Coral 
     to a steady landing.

     Silently, the two of them approach the pulsing deployment 
     device.

                           CORAL
               Looks like some kind of a membrane...

                           AMBROSE
               Think I should blast it?

     Coral frowns at him, and walks away towards a console.  
     Ambrose gives a "who me" shrug.

     Coral pulls up a schematic and begins to interpolate the 
     data.

                           CORAL
               OK... if I'm reading this right, at 
               t-minus five minutes, the doors will 
               start to open.

                           AMBROSE
               Then what?

                           CORAL
               Well, then... if we can't shut this 
               thing down, the chamber will be 
               flooded with plague killer and --

                           DR. MORI
               And thousands of Arzamas 16 victims 
               will be put out of their misery.

     Coral and Ambrose whirl around to find that Mori has come 
     out of hiding and has them in his sights.

                           DR. MORI (CONT'D)
               Drop your weapons.

     Coral and Ambrose comply and the guns just hang there in 
     space.

     Mori rolls his eyes.

                                                       (CONTINUED)

-----------------------------------------------------------------------------------------------------
     382-Furey-0302                                        p. 111
     3-6-01                                                      


                           DR. MORI (CONT'D)
                    (agitated)
               Toss them away, please.

     Mori walks along the catwalk towards them.

                           DR. MORI (CONT'D)
               Is that you, Ambrose?

     Ambrose glares back at him.

                           DR. MORI (CONT'D)
               I really am going to enjoy this.

                           AMBROSE
               I won't give you the satisfaction, 
               you monster...

                           DR. MORI
               Oooh, my ears are burning.  Hurts 
               all the more, coming from an 
               affirmative action poster-boy --

                           CORAL
               Listen, Seniors, can one of you 
               explain to me just what kind of blood 
               feud I've walked into?

                           DR. MORI
               Oh, where to begin.  When General 
               Ambrose caught up with me in China, 
               he didn't just turn me over to the 
               tender mercies of the war crimes 
               tribunal.  I might have forgiven him 
               that.

                           CORAL
               What did he do?

                           DR. MORI
               Your friend dropped me off in a third 
               world, hell-hole prison camp.  Came 
               back to get me when the war was 
               over... five months later.

                           AMBROSE
               What was I supposed to to, drag you 
               along with me?

                           DR. MORI
               There's something of an unhealthy 
               mythos surrounding me in Asia,
                           (MORE)

                                                       (CONTINUED)

-----------------------------------------------------------------------------------------------------
     382-Furey-0302                                        p. 112
     3-6-01                                                      


                           DR. MORI (CONT'D)
               Ambrose.  You knew what those...    
               a-animals would do to me down there 
               in the dark.

     Mori shudders.

                           DR. MORI (CONT'D)
               This place is a wonder of potential 
               research, don't you agree, Dr. Harmon?
                    (beat)
               I've always wanted to observe close-
               up the effects of a vacuum on human 
               trash like you and your Negro friend.

     Mori gestures with his gun.

                           DR. MORI (CONT'D)
               Step over there.

     Coral starts to comply, but Ambrose grabs hold of her and 
     swings the both of them over the guardrail and off the 
     catwalk.

     Mori frowns.  He peers over the side, straining to find the 
     two runners; no sign of them.

                                                          CUT TO:

165   INT. VALHALLA - JUNCTION ROOM                               165   

     Deacon nudges Gelbach's lifeless body with his foot.

                           GELBACH (O.S.)
               Cleaning up loose ends.  Your friends 
               in the City are the only threat to 
               our kind... but they cannot stop us 
               now.  I can upkeep so many more... 
               maintain so many more than I ever 
               could before.

                           DEACON
               Why do you tell me all this?

                           GELBACH (O.S.)
               Because I need you, Deacon.  There 
               are certain... disadvantages to 
               abandoning one's corporeal form.  I 
               need you... to be by eyes and ears.

                           DEACON
               Any one of your fantoms can be that 
               for you and more.

                                                       (CONTINUED)

-----------------------------------------------------------------------------------------------------
     382-Furey-0302                                        p. 113
     3-6-01                                                      


                           GELBACH (O.S.)
               But they are necessarily bound by 
               the inhibitions you and I have now 
               cast-off.  They cannot be allowed to 
               unleash their full potential.  Chaos.  
               Collective would break down.

                           DEACON
               You want me as a figurehead?

                           GELBACH (O.S.)
               Of sorts.

                           DEACON
               Curious.  Then you do acknowledge 
               the merits of individuality.

                           GELBACH (O.S.)
                    (pause)
               It has its place.

                           DEACON
               I won't do it.

                           GELBACH (O.S.)
               Is this because of a paltry political 
               affiliation... or a misguided loyalty 
               to your dead master?

                           DEACON
               My mind... is made up.

                           GELBACH (O.S.)
               Deacon... you do not want to be a 
               loose end.

     Six metal Gelbach effigies ooze out of the walls.

                           GELBACH (O.S.) (CONT'D)
               You cannot win.

                           DEACON
               And you... cannot be allowed to win.

     Deacon synthesizes his bio-swords and the effigies spring 
     into coordinated action.

     Deacon is outnumbered, but his newfound knowledge is sinking 
     in; he is faster than he ever was before.  He lands several 
     hits on Gelbach's proxies but the drones promptly resolidify 
     and press their attack.

                                                          CUT TO:

                                                       (CONTINUED)

-----------------------------------------------------------------------------------------------------
     382-Furey-0302                                        p. 114
     3-6-01                                                      


166   INT. CITADEL - CLONING FACILITY                             166   

     Wynn is still blasting incubation tubes when Bok tugs at his 
     sleeve.

                           BOK
               Uh, Wynn...

     Wynn looks up and stops firing.  The freshly birthed fantoms 
     have turned their attentions away from the forward Friendly 
     Ghost assault to channel what passes for rage at the two 
     humans slaughtering their unborn brethren.  Hundreds of 
     fantoms advance on them.

     Wynn and Bok tear out of the Cloning Facility.

                                                          CUT TO:

167   INT. CITADEL - CORRIDOR                                     167   

     Streaming now not only through the front entrance but also 
     through the door Wynn and Bok created, the force of the 
     fantoms' numbers overcome the F.G.'s defenses.  The fantoms 
     pour into the ranks of the F.G.'s hacking away without 
     remorse.

                           RAINE
               Retreat!  Get the hell out!

     Wynn, Bok, Raine, and the rest of the F.G.'s who aren't a 
     stain on the floor high tail it down the corridor, the army 
     of fantoms close behind.

                                                          CUT TO:

168   INT. VALHALLA - JUNCTION ROOM                               168   

     The effigies back Deacon into a corner... so he goes up the 
     wall.  While adjusting to his new orientation, a hand grows 
     out of the wall and takes hold of Deacon's ankle.  Deacon 
     cuts himself free and launches off the wall, hovering 
     gracefully in the center of the chamber.

     Now that Deacon is out of their reach, the effigies break 
     down and fall away.

     Without warning, the deck below him erupts in a liquid metal 
     geyser.  The metal seizes Deacon's leg and begins to slowly 
     envelope him.  Deacon struggles but is unable to break free.

                           GELBACH (O.S.)
               Poor Deacon.
                           (MORE)

                                                       (CONTINUED)

-----------------------------------------------------------------------------------------------------
     382-Furey-0302                                        p. 115
     3-6-01                                                      


                           GELBACH (O.S.) (CONT'D)
               The outsider... the odd man out... 
               the accident.  You don't fit in 
               anywhere, do you?

     The flow of metal advances, threatening to swallow Deacon 
     whole.

     Deacon sets his jaw and adopts an expression of resignation...

     And Deacon disappears from view.

                                                          CUT TO:

169   EXT. CITADEL                                                169   

     The Friendly Ghosts pour out onto the street and keep running.

     Wynn points and barks out orders.  Half of the F.G.'s arrange 
     themselves in lines, Wynn and Bok at the front.

     The others follow Raine and fan out into the surrounding 
     research buildings. 

                                                          CUT TO:

      

170   INT. DEPLOYMENT SATELLITE - INCUBATION CHAMBER              170   

     Mori treads slowly across the catwalk, his footfalls echoing 
     in the vast round chamber.  He casts his eyes about as he 
     speaks, looking for signs of movement.

                           DR. MORI
               Come out, come out.

     A smile crosses Mori's face.

                           DR. MORI (CONT'D)
               Ms. Harmon, I'm glad you're here, 
               too.

     Unbeknowst to Mori, Ambrose and Coral are floating just below 
     the catwalk, looking for an opening.

                           DR. MORI (O.S.) (CONT'D)
               Oh, yes.  I have a message for you, 
               actually... from Casper.

     Coral's eyes widen.

     Ambrose looks over at Coral, shaking his head.

                                                       (CONTINUED)

-----------------------------------------------------------------------------------------------------
     382-Furey-0302                                        p. 116
     3-6-01                                                      


     Mori wears a sickening grin.

                           DR. MORI (CONT'D)
               He was on the cusp of a great journey.  
               All... fired up to attain a higher 
               level of consciousness.

     Coral's expression hardens and her upper lip quivers.

                           DR. MORI (CONT'D)
               He was strapped into the junction 
               machine, all raring to go... and he 
               looked up at me with his beautiful 
               bloodshot eyes... and - now, let me 
               see if I can remember how he put it-
               he looked up at me, and he said... 
               "AHHHHHHHHHHHHHHHH!"

     Coral gets a firm grip on the catwalk and swings out from 
     under it, her feet catching Mori squarely in the chest and 
     sending his firearm flying.

     Mori and Coral tumble off the catwalk into an awkward, zero-
     gravity tussle.

     Ambrose pulls himself onto the catwalk and hurries over to 
     the control console.

                                                          CUT TO:

171   INT. VALHALLA - MINDSCAPE                                   171   

     It is the junction room... and it isn't; something isn't 
     quite right.

     Now Gelbach's body is joined by Deacon's fallen mortal coil.  
     But Gelbach steps out of the shadows...

                           GELBACH
               Resourceful.  Evolving.  It is good.

     He is speaking to Deacon, who comes forward and kneels by 
     his fallen body.

                           DEACON
               Where are we?

                           GELBACH
               You know.

                           DEACON
               This... is the Valhalla?

                                                       (CONTINUED)

-----------------------------------------------------------------------------------------------------
     382-Furey-0302                                        p. 117
     3-6-01                                                      


                           GELBACH
               It is.  In a way only us two will 
               ever experience it.

                           DEACON
               It... it's not any different.

                           GELBACH
               The rantings of a confined mind.  
               Nothing is the same anymore... this 
               is how your simple mind chooses to 
               project your new, unfamiliar state... 
               your evolution to pure energy...

     The ship suddenly shudders.

                           DEACON
               Was the station designed to support 
               two independent consciousness'?

                           GELBACH
               It was not.  Which is why you must 
               leave now... or I will be forced to 
               destroy you.

     Deacon synthesizes his bio-blades and adopts a fighting 
     stance.

     Gelbach synthesizes an unwieldy broadsword.  

     The two lock eyes; they need no more words.

     Gelbach lunges forward with his sword.

                                                          CUT TO:

172   EXT. CITADEL                                                172   

     Hundreds of fantoms pour out onto the streets.

     Raine watches from atop a nearby building.

                           RAINE
               OPEN FIRE!

     Laser fire erupts all around the fantoms.

     Friendly Ghosts stationed inside the surrounding research 
     buildings fire out from open windows and pick off fantom 
     after fantom as their ground force advances, guns blazing, 
     with Wynn and Bok at the helm.

                                                       (CONTINUED)

-----------------------------------------------------------------------------------------------------
     382-Furey-0302                                        p. 118
     3-6-01                                                      


     Raine steps up to the edge of the roof and watches as the 
     fantoms, in seemingly endless supply, issue forth from the 
     citadel, stepping over the bodies of their fallen brethren 
     and pushing forward.  She bites her lip.

                                                          CUT TO:

      

173   INT. DEPLOYMENT SATELLITE - INCUBATION CHAMBER              173   

     Ambrose is laboring over the control console but can't make 
     heads nor tails out of it.

     Mori, still wrestling with Coral, kicks her away and swims 
     towards his discarded weapon.

                           COMPUTER (O.S.)
               Deployment begins in t-minus five 
               seconds.

     The bottom half of the chamber, the deployment door, slowly 
     begins to slide apart.  Mori's blaster is promptly sucked 
     out into deep space.

     Coral swims through the air towards the catwalk, but the 
     vacuum starts to get the better of her.

     Ambrose looks around frantically.  There is a fire hose at 
     the far end of the catwalk.  He takes off in that direction.

     Mori, meanwhile, fights as best he can but as the gap widens 
     below him the vacuum of space beckons.  Mori is blown out 
     into the depths of space.

     Back on the catwalk, Ambrose unravels the fire hose and tosses 
     it Coral's way.

     Coral grabs hold of the hose and pulls herself along it 
     towards the catwalk, all the while the nozzle plummeting 
     toward space and dragging the hose with it.

     Ambrose watches as the hose unwinds from its housing.  He 
     grabs onto it, braces himself, and pulls it towards him, 
     hand over hand.

     Coral scrambles up the hose and gets a grip on the catwalk's 
     guardrail...

     ...just as the hose rips free of its housing.  It and Ambrose 
     are yanked clean off the catwalk and Senator Ambrose 
     disappears into outer space.

                                                       (CONTINUED)

-----------------------------------------------------------------------------------------------------
     382-Furey-0302                                        p. 119
     3-6-01                                                      


                           CORAL
               AMBROSE!

                                                          CUT TO:

174   EXT. CITADEL                                                174   

     Wynn raises his hand into the air and his troops halt.

                           WYNN
               Hold the line!

     The F.G.'s on the ground and those fortified in buildings 
     continue to pelt the fantoms with laser fire but the fantoms 
     quickly make up the distance between themselves and the 
     Friendly Ghosts.

     The fantoms break into the F.G.'s ranks and the battle 
     deteriorates into a close-range skirmish.  F.G.'s are forced 
     to use their pulse rifles as awkward melee weapons, bashing 
     the cloned soldiers with the butt of their gun.

     They cannot effectively defend against the fantoms' 
     proficiency with their swords, and dozens of F.G.'s fall 
     within the first few seconds.

     Wynn shatters one fantom's helmet with a blow from the butt 
     of his pulse rifle, then puts a few rounds in him for good 
     measure.

     Bok exhausts the last of his ammo and throws his gun away.  
     Rather than retreat, he charges into the fray with his bare 
     hands, smashing the heads of two fantoms together.

     Bok catches Wynn's eye and smiles at his achievement.  
     Suddenly he coughs up blood.  He looks down to see that a 
     sword has been shoved clear through his chest, perilously 
     close to his heart.

     Bok slowly slides off the bloody saber and Wynn screams.  He 
     empties an entire clip into Bok's would be killer and runs 
     over to his fallen comrade.

     Wynn kneels by Bok and checks his wound.  Blood rolls down 
     Bok's chin as he tries to speak.

                           BOK
               W-Wynn...

     Bok mumbles something Wynn can't understand.  He leans in 
     closer.

                                                       (CONTINUED)

-----------------------------------------------------------------------------------------------------
     382-Furey-0302                                        p. 120
     3-6-01                                                      


                           WYNN
               What're y' sayin', Bok, I...

     Bok reaches up and pushes Wynn's face against his, kissing 
     him.  A few seconds later his arm falls limp and Wynn slowly 
     sits up, a look of profound confusion and utter grief on his 
     face.

     A lone tear runs down Wynn's face, and F.G.'s are dying all 
     around him. 

                                                          CUT TO:

175   INT. VALHALLA - MINDSCAPE                                   175   

     Deacon and Gelbach clash swords at post-human speeds.

     Gelbach beats Deacon back with his heavy broadsword; it is 
     all Deacon can do to maintain an effective defense.

     And for no reason Gelbach halts his wild assault.

     Deacon looks at him strangely.  Gelbach is smiling.

     Deacon lunges at him...

     ... and a giant metal stalagmite erupts from the residual 
     floor.  Deacon is knocked backwards, narrowly avoiding being 
     impaled.

     The entire room begins to rumble.  Gelbach raises his arms, 
     palms upward...

     Deacon takes to the sky seconds before dozens more metal 
     spikes tear up through the floor.

     Gelbach himself raises into the air and flies at Deacon.

                                                          CUT TO:

176   INT. DEPLOYMENT SATELLITE - INCUBATION CHAMBER              176   

     Coral's hands move lightning quick over the deployment 
     satellite's control console.

     The outer doors are almost fully open and the rapidly escaping 
     oxygen presses hard against her suit, making it hard to keep 
     her footing.

                                                       (CONTINUED)

-----------------------------------------------------------------------------------------------------
     382-Furey-0302                                        p. 121
     3-6-01                                                      


                           COMPUTER (O.S.)
               Deployment begins in t-minus one 
               minute.

                                                          CUT TO:

177   EXT. VALHALLA - MINDSCAPE                                   177   

     Gelbach swings his broadsword but Deacon blocks, his bio 
     sword wrapping around Gelbach's sword like a whip.  With a 
     sharp tug, Deacon disarms his nemesis.

     Deacon is about to press his advantage when the Valhalla 
     begins to fall apart at the seems.  The station shudders and 
     then simply de-constructs.

     Deacon and Gelbach find themselves floating in deep space.

     Deacon shies away, holding his breath.  Gelbach laughs at 
     him.

     Deacon takes a breath and understands.  And all of a sudden 
     he is struck by an asteroid the size of California.

     The rock explodes.  Deacon is battered and bloodied.  The 
     shards encircle him, building up speed.

     At the same time, all of the planets' orbits deteriorate and 
     they begin to revolve around Gelbach.

                                                          CUT TO:

178   EXT. CITADEL                                                178   

     Raine watches forlornly from her rooftop station as so many 
     of her friends are slaughtered far below her.

     Her expression brightens slightly when the ranks of fantoms 
     pouring out of the citadel are suddenly decimated by a barrage 
     of laser fire from up above...

179   INT. GELBACH'S PERSONAL SHUTTLE                             179   

     Tamara leans hard on the fire control, annihilating dozens 
     of fantoms in one sweep.

     Raine's awed voice crackles over the comm.

                           RAINE (O.S.)
               Who's that?  Who's up there?

     Tamara smiles.

                                                       (CONTINUED)

-----------------------------------------------------------------------------------------------------
     382-Furey-0302                                        p. 122
     3-6-01                                                      


                           TAMARA
               A friend.

                                                          CUT TO:

180   INT. DEPLOYMENT SATELLITE - INCUBATION CHAMBER              180   

     Sweat runs down Coral's face as she struggle to complete the 
     cancellation sequence.

                           COMPUTER
               Deployment begins in t-minus 10, 9, 
               8...

     Coral wipes a hand across her brow, the other one still moving 
     furiously over the keypad...

                           COMPUTER (CONT'D)
               ...7, 6, 5...

     Coral finishes keying in the sequence...

                           COMPUTER (CONT'D)
               ...4, 3...

     A loud horn blares and the outer doors freeze in their place.

                           COMPUTER (CONT'D)
               Deployment aborted.  Deployment 
               aborted.

                                                          CUT TO:

181   EXT. VALHALLA - MINDSCAPE                                   181   

     Deacon lashes out and the meteorites encircling him melt 
     away.

                           GELBACH
               A small victory.  My station.  My 
               world.

                           DEACON
               Gelbach... do you know what would 
               happen if a new universe formed at 
               the center of ours.

                           GELBACH
               Of course.  It would grow... write 
               over ours... supercede it.

                                                       (CONTINUED)

-----------------------------------------------------------------------------------------------------
     382-Furey-0302                                        p. 123
     3-6-01                                                      


                           DEACON
               You know something, Gelbach.  My bio-
               suit... it's a universe unto itself.

     The bio-suit slithers off Deacon and begins to expand by 
     leaps and bounds.

     Gelbach simply smiles... until the advancing blob shears his 
     arm off and threatens to do the same to the rest of him.

                           GELBACH
               No!

     Gelbach tries to retreat but is fast overtaken by the ever 
     expanding bio-suit.

                                                          CUT TO:

182   INT. VALHALLA - JUNCTION ROOM                               182   

     The bio-suit melts from Deacon's body, leaving him naked and 
     unconscious, but very much alive.

183   EXT. VALHALLA                                               183   

     A surge of energy washes over the Valhalla, knocking out all 
     its power.

                                                          CUT TO:

184   EXT. CITADEL                                                184   

     The fantoms, now free of Gelbach's influence, immediately 
     stop fighting and drop their swords.  They look around in 
     confusion, getting their first taste of individual freedom.

     The Friendly Ghosts, in turn, throw down their weapons.

                                                          CUT TO:

185   INT. DEPLOYMENT SATELLITE - INCUBATION CHAMBER              185   

     The outer doors clang shut again and Coral slumps to the 
     catwalk, exhausted.

                                                        FADE OUT:

     FADE IN:

186   EXT. PHILADELPHIA                                           186   

     Hundreds of thousands of people have gathered around the art 
     museum.

                                                       (CONTINUED)

-----------------------------------------------------------------------------------------------------
     382-Furey-0302                                        p. 124
     3-6-01                                                      


     The murmur of the crowd ceases as soon as Senator Tamara 
     opens her mouth.

     Tamara is standing at a podium, surrounded by secret service.  
     When she speaks, her voice is projected across the entire 
     city.

                           TAMARA
               People of the United States.  Your 
               absentee leader, Senator Latimer, is 
               dead.  My friend and colleague Senator 
               Ambrose... has retired from politics.

                                                          CUT TO:

187   INT. DEPLOYMENT SATELLITE - INCUBATION CHAMBER              187   

     Flashback:  Coral is lying on the catwalk, dejected.  She is 
     startled to hear something outside, thumping againsts the 
     bulkhead.

     Coral jumps up and runs to the door at the end of the catwalk.

188   INT. DEPLOYMENT SATELLITE - OPERATIONS                      188   

     Coral runs into operations, a vast control room enclosed by 
     a mammoth transparent dome which allows her to look out over 
     the entire surface of the satellite.

     Her jaw drops open.  There's something snagged on the 
     communications array; a fire hose.  And at the end of the 
     hose, a lone figure in a spacesuit...

                                                          CUT TO:

189   EXT. PHILADELPHIA                                           189   

     The people hang on Tamara's every word.

                           TAMARA
               I stand before you today as the sole 
               leader of the most powerful nation 
               in the World.  But I do not intend 
               to follow in Latimer's footsteps.  I 
               do not intend to pick up where he 
               left off.

                                                          CUT TO:

190   INT. VALHALLA - JUNCTION ROOM                               190   

     Flashback:  Faceless government soldiers rush into the 
     junction room and seize the still unconscious Deacon, tossing

                                                       (CONTINUED)

-----------------------------------------------------------------------------------------------------
     382-Furey-0302                                        p. 125
     3-6-01                                                      


     him on a floating stretcher and rushing back out the way 
     they came.

                                                          CUT TO:

191   EXT. PHILADELPHIA                                           191   

     Tamara continues her oration.

                           TAMARA
               For my first official act, I will 
               grant independence to all territories 
               illegally annexed by the previous 
               administration during and in the 
               wake of the Indian War... at least, 
               for all those territories that wish 
               it.

                                                          CUT TO:

192   INT. CITADEL - ARBORETUM                                    192   

     Flashback:  The arboretum has been coverted into a 
     graveyard/memorial.

     Wynn stands with Coral in front of Bok's tombstone, his arm 
     around Coral's shoulder.

                           WYNN
               You know... I never even knew his 
               last name.

                           CORAL
               I thought Bok was his last name. 

                           WYNN
               'e was a visionary.  His discovery... 
               operation side step... it's gonna 
               revolutionize transportation as we 
               know it.  This... it should never 
               'ave 'appened.

     Coral turns Wynn's head to face her, then she kisses him on 
     the lips.

                           CORAL
               All we can do is make sure people 
               remember him for what he did for us; 
               for all of us.

     Wynn turns back to the gravestone and Coral tenderly pulls 
     away, walking towards a cluster of mourning fantoms on the 
     other side of the arboretum.  The fantoms looks up at her.

                                                       (CONTINUED)

-----------------------------------------------------------------------------------------------------
     382-Furey-0302                                        p. 126
     3-6-01                                                      


                           CORAL (CONT'D)
               What will you do now?

                           FANTOM
               I think we shall remain here, for 
               the present.  We have a lot to learn 
               about freedom.  And I don't know 
               that the rest of the world is ready 
               to accept us.

                                                          CUT TO:

193   EXT. PHILADELPHIA                                           193   

     The crowd listens, expectantly.

                           TAMARA
               My second and final act will be to 
               organize here, in the founding place 
               of this once great nation, a return 
               to the old ways.  Once that is in 
               place, I will step down, and you 
               people will elect a new leader, who, 
               Godwilling, will usher in a new era 
               of greatness for this country and 
               the World beyond.

                                                          CUT TO:

194   INT. CITADEL - ARBORETUM                                    194   

     Flashback:  The rest of the mourners have filed out, leaving 
     only Coral and Wynn.  Coral walks back to Wynn's side and 
     takes his hand.

                           WYNN
               Whaddya suppose happened to Deacon?

                           CORAL
               Nobody knows.  By the time we got 
               back up to the Valhalla, we found 
               Latimer's body... and Gelbach's... 
               and...

     Coral glances over at a grave marker a few stones down, with 
     the name "Casper Harmon" etched into it.

     Wynn squeezes her hand.

                           CORAL (CONT'D)
               B-but there wasn't a trace of Deacon 
               anywhere.

                                                       (CONTINUED)

-----------------------------------------------------------------------------------------------------
     382-Furey-0302                                        p. 127
     3-6-01                                                      


                           WYNN
               Gone as suddenly as 'e came.  'at 
               freak may well 'ave saved all've us, 
               in the end.

     Coral tugs on his arm and they begin to walk out of the 
     arboretum, treading past Bok's grave, then Casper's, Galen 
     Holm's, Lynch's and Dahlia's...

                                                          CUT TO:

195   EXT. PHILADELPHIA                                           195   

     Tamara steps back from the podium, but stops when a voice 
     shouts out from the crowd.

                           VOICE
               What about Arzamas 16?  What good is 
               a new government if we're all dead?

     Tamara smiles.

                           TAMARA
               I have a feeling that that problem... 
               will attend to itself.

                                                          CUT TO:

196   INT. MEDICAL TENT                                           196   

     Arzamas 16 victims lie dead and dying in squalid conditions, 
     physicians in full body hazmat suits attending to them as 
     best they can.

     All of a sudden, the same government troops we saw on the 
     Valhalla rush in, weapons drawn, and herd the doctors into a 
     corner.

     Then a man walks into the tent.  A man in brilliant, white 
     flowing robes.

     The man walks to the nearest cot, where a young boy lies 
     bruised and pale.  The boy reaches up, and the man in white 
     takes his hand.

     A holy glow emanates for the duration of the few seconds of 
     contact between the two; and then the boy's symptoms 
     spontaneously and totally remit.

     The cured boy sits up and beams at his savior.

                                                       (CONTINUED)

-----------------------------------------------------------------------------------------------------
     382-Furey-0302                                        p. 128
     3-6-01                                                      


     Deacon, the man in white, has found his purpose.  He smiles 
     at the boy, a ray of sunlight peeking through a tear in the 
     tent creating a halo effect.

     Those patients who can get up do so and crowd around Deacon, 
     reaching out to him to be healed.  Deacon is only too happy 
     to oblige them, and off his healing glow we

                                                        FADE OUT: