Independence Day (1996)
      
Directed by Roland Emmerich
      
Written by Dean Devlin & Roland Emmerich 

Will Smith ..................... Captain Steven Hiller
Bill Pullman ............ President Thomas J. Whitmore
Jeff Goldblum ......................... David Levinson
Mary McDonnell ........... First Lady Marilyn Whitmore
Judd Hirsch .......................... Julius Levinson
Robert Loggia ................... General William Grey
Randy Quaid ............................ Russell Casse
Margaret Colin .............. Constance Spano/Levinson
James Rebhorn ... Secretary of Defense Albert Nimzicki
Harvey Fierstein ....................... Marty Gilbert
Adam Baldwin .......................... Major Mitchell
Brent Spiner ........................ Dr. Brakish Okun
James Duval ............................. Miguel Casse
Vivica A. Fox .................. Jasmine Dubrow Hiller
Lisa Jakub .............................. Alicia Casse 
   
       
     AN AMERICAN FLAG

     Oddly still, posted in gray dusty sand.

     WIDEN TO REVEAL:

 1   EXT. LUNAR SURFACE - THE MOON                                  1   

     One small step for man, one large pile of garbage for 
     moonkind.  Untouched for years, the flag stands next to the 
     castoff remains of the Apollo mission.  Slowly the discarded 
     equipment begins to RATTLE and SHAKE.

     AN ENORMOUS SHADOW creeps towards us blotting out the horizon, 
     a loud RUMBLE is heard.

     Suddenly we are covered in DARKNESS as the SHADOW engulfs 
     us.

     Only the lonely image of our EARTH hangs in the air, until a 
     huge silhouetted OBJECT suddenly blocks our view.

                                                          CUT TO:

 2   EXT. NEW MEXICO - RADIO TELESCOPE VALLEY - NIGHT               2   

     A field of large satellite dishes scan the skies.

     Super up: S.E.T.I. INSTITUTE, NEW MEXICO

 3   INT. INSTITUTE - MONITORING CONTROL CENTER - SAME              3   

     A lone TECHNICIAN works on his putting skills.  Behind him, 
     wall to wall technical equipment quietly sifts through data.

     A RED LIGHT begins to flash.

     The Technician turns and slowly walks towards the source.  
     One by one a series of LIGHTS turn on.  The Technician (TECH 
     ONE) grabs a pair of headphones.  His eyes widen.

 4   INT. SLEEPING QUARTERS - SAME                                  4   

     Sleepily a SUPERVISOR picks up the phone.

                           SUPERVISOR
               If this isn't an insanely beautiful 
               woman, I'm hanging up.

 5   INT. CONTROL CENTER - SAME                                     5   

                           TECH ONE
               Shut up and listen.

                                                       (CONTINUED)

-----------------------------------------------------------------------------------------------------
                                                             p. 2


     He holds the phone up to a speaker, increases the volume.  A 
     strange FLUCTUATING TONE plays out in sequential patterns.

 6   INT. SLEEPING QUARTERS - SAME                                  6   

     HEARING it, the Supervisor BOLTS UP, banging his head on the 
     bunk above him.

 7   INT. CONTROL CENTER - MOMENTS LATER                            7   

     A pajama party on acid.  Five other technicians, in various 
     states of undress, hover anxiously around the main console.

     The Supervisor enters, tying his robe.

                           SUPERVISOR
               God, I hope it's not just another 
               damned Russian spy job.

                           TECH THREE
                    (overlapping)
               Negative.  Computer affirms the signal 
               is unidentified.

                           TECH TWO
                    (hanging up the phone)
               The boy from Air Res Traffic say the 
               skies are clear.  No terrestrial 
               launches.

                           TECH ONE
               It's the real thing.  A radio signal 
               from another world.

     The room becomes quiet as they realize that after years of 
     searching the heavens, they might have finally found 
     something.

                           SUPERVISOR
               Let's not jump the gun.  Run a 
               trajectory source computation.

     Tech Three slides over to another computer.

                           SUPERVISOR (CONT'D)
               I want to know exactly where it's 
               coming from.

                           TECH THREE
               This can't be right.

     Tech Three just stares at his screen in disbelief.

                                                       (CONTINUED)

-----------------------------------------------------------------------------------------------------
                                                             p. 3


                           SUPERVISOR
               What's wrong?

                           TECH THREE
               Calculated distance from source is 
               at three hundred and eight five 
               thousand kilometers.
                    (turning to Supervisor)
               It's coming from the moon.

     The Supervisor reaches over and turns up the volume on the 
     speaker.  As they listen to the strange TONES we...

                                                          CUT TO:

 8   INT. HALLWAY - PENTAGON - SAME                                 8   

     Elevator doors OPENS revealing four star GENERAL GREY, 
     Commander in Chief U.S. Space Command.  Understandably 
     nervous, the COMMANDING OFFICER escorts him down the hall.

                           GENERAL GREY
               Who else knows about this?

                           COMMANDING OFFICER
               S.E.T.I. in New Mexico identified a 
               signal but they're even more confused 
               than we are.

     The General shoots him a disapproving glance.

                           COMMANDING OFFICER (CONT'D)
               Excuse me, Sir.

     He slides his security card through the lock and the doors 
     fly open.

 9   INT. SPACE COMMAND - THE PENTAGON - CONTINUOUS                 9   

     Banks of computers, Technicians and assistants working 
     feverishly through the night.  The Officers cross the room.

     Super: SPACE COMMAND - THE PENTAGON

                           COMMANDING OFFICER
               Satellite reception has been impaired 
               but we were able to get these.

     They arrive at a glass table.  The surrounding officers snap 
     to attention as a SECOND OFFICER quickly brings over a large 
     transparency.  We SEE a grainy image of a large vague OBJECT.

                           GENERAL GREY
               Looks like a big turd.

                                                       (CONTINUED)

-----------------------------------------------------------------------------------------------------
                                                             p. 4


     The two Officers exchange a glance.

                           COMMANDING OFFICER
               We estimate it has a diameter of 
               over five hundred and fifty kilometers 
               and a mass roughly one fourth the 
               size of our moon.

     The General turns to the Second Officer, concerned.

                           GENERAL GREY
               A meteor?

                           SECOND OFFICER
               No Sir.  Definitely not.

                           GENERAL GREY
               How do you know?

                           SECOND OFFICER
               Well, er... it's slowing down.

                           GENERAL GREY
               It's doing what?

                           SECOND OFFICER
               It's... slowing down, Sir.

     The General walks over to a phone, picks it up.

                           GENERAL GREY
               Get me the Secretary of Defense.
                    (pause)
               Then wake him up.

                                                          CUT TO:

10   INT. WHITMORE'S BEDROOM - PRE-DAWN                            10   

     Laying in bed THOMAS J. WHITMORE reads a stack of papers.  
     The phone RINGS.

                           WOMAN'S VOICE
                    (filtering through 
                    phone)
               Hi. It's me.

     The warm look on Whitmore's face tells us everything about 
     how he feels about the woman on the other end.

                           WHITMORE
               Hi honey.  What time is it there?

                                                       (CONTINUED)

-----------------------------------------------------------------------------------------------------
                                                             p. 5


11   INT. HOTEL ROOM - NIGHT                                       11   

     Dressed in a night gown, MRS. MARGARET WHITMORE unpacks her 
     briefing papers lays them out on a small desk as she talks.

     Through the window we SEE Los Angeles at night.

                           MARGARET
               Two in the morning.  I know I didn't 
               wake you?

                           WHITMORE
                    (filtered)
               As a matter of fact you did.

                           MARGARET
                    (smiles)
               Liar.

12   INT. WHITMORE BEDROOM - SAME                                  12   

     Whitmore sits up.

                           WHITMORE
               I have a confession to make.  There's 
               a beautiful young blonde sleeping 
               next to me.

     Sleeping next to him, his six-year-old daughter, PATRICIA.

                           MARGARET
                    (filtered)
               You didn't let her stay up watching 
               T.V. all night?

                           WHITMORE
               Of course not.

     The little girl stirs awake, looks up.

                           PATRICIA
               Mommy?

                           WHITMORE
               You're flying back right after the 
               luncheon?  Okay, here she is.

     Whitmore hands her the phone and gets out of bed.  Habitably 
     he turns on the television.

     T.V. - NEWS PROGRAM

     Several "Pundits" sit around a MaLaughlin-type news discussion 
     program.  The picture quality is snowy, static ridden.

                                                       (CONTINUED)

-----------------------------------------------------------------------------------------------------
                                                             p. 6


                           PUNDIT #1
               ... the inexperience in public office 
               was inevitably going to catch up 
               with him.  He's scarified his ideals 
               for "politics as usual."

     Whitmore ties on his robe as he adjusts the picture quality.

                           PUNDIT #2
               ...I said this during the campaign.  
               Leadership as a pilot in the Gulf 
               War has no relationship to political 
               leadership.  It's a different 
               animal...

     Suddenly the channel changes.  A cartoon comes on.  Whitmore 
     turns to his daughter who holds he remote.

                           PATRICIA
                    (into phone)
               Daddy let me watch Letterman.

                           WHITMORE
               Traitor.

     Whitmore exits the room.

13   INT. HALLWAY - CONTINUOUS                                     13   

     As Whitmore steps out of his bedroom, a Security guard snaps 
     to attention.  Someone hidden behind a newspaper, sits on a 
     bench.

                           SECURITY GUARD
               Good morning, Mr. President.

                           WHITMORE
               Good morning, George.

     The paper is dropped revealing CONSTANCE HALBROOK, mid-
     thirties, aggressive, sharp, the President's communications 
     director.  Quickly she gathers her things and follows 
     Whitmore.

14   INT. BREAKFAST TABLE - CONTINUOUS                             14   

     Two servants are preparing breakfast as Whitmore and Constance 
     enter.  Whitmore sits down, grabs a coffee.

                           WHITMORE
               You're up early this morning, Connie.

     She tosses him one of the many newspapers in her hands.

                                                       (CONTINUED)

-----------------------------------------------------------------------------------------------------
                                                             p. 7


                           CONSTANCE
               They're not attacking your policies, 
               they're attacking your age.
                    (another paper; reading)
               "...addressing Congress, Whitmore 
               seems less like the President and 
               more like the orphan child Oliver 
               asking, 'please sir, I'd like some 
               more.'"

                           WHITMORE
               Clever.

                           CONSTANCE
               Age was never an issue when you stuck 
               to your gun.  You were thought of as 
               young and idealistic.  But the message 
               has gotten lost.  There's too much 
               compromise, too much politics.

                           WHITMORE
                    (pointedly)
               Isn't it amazing how fast everyone 
               can turn against you.

     Realizing she may be pushing him too far, she hands him 
     another paper.

                           CONSTANCE
               Well, the Orange County Register has 
               named you one of the ten sexiest men 
               of the year.

                           WHITMORE
               You see, substance at last.

     An AIDE appears at the doorway.

                           CONSTANCE
               Excuse me, Mr. President.  It's the 
               Secretary of Defense.

     Whitmore goes to the phone, picks it up.

                           WHITMORE
               Yes?  Say that again?

                                                          CUT TO:

     AN OLD RUSSIAN SATELLITE

     Drifting away from us the old Russian satellite becomes 
     smaller and smaller.  We PAN with it as we SEE it's on a 
     collision course with something huge.

                                                       (CONTINUED)

-----------------------------------------------------------------------------------------------------
                                                             p. 8


     Suddenly the satellite EXPLODES on IMPACT with the much larger 
     object that dwarfs the puny piece of hardware.  As huge as 
     it is, we get the feeling we've only seen a portion of the 
     total.

     NEW YORK SKYLINE - EARLY MORNING

     A slow crane down from the Manhattan skyline, revealing...

15   EXT. CLIFFSIDE PARK - NEW JERSEY - MORNING                    15   

     With the New York skyline across the Hudson behind them, old 
     men sit in this small park playing chess.  Unlike the others, 
     DAVID MARTIN is in his early thirties, sixties hippie meets 
     nineties yuppie nerd.

     He concentrates intensely on his next move.  MOISHE, sixties.  
     smokes a cigar impatiently.

                           MOISHE
               What are you waiting?  My social 
               security will expire, you'll still 
               be sitting there.

                           DAVID
               I'm thinking.

                           MOISHE
               So think already.

     David makes a move.  Instantly Moishe counters his move.

     David furls his brow in thought.

                           MOISHE (CONT'D)
               Again he's thinking.

     Moishe reaches into a paper bag and retrieves a coffee in a 
     Styrofoam cup.

                           DAVID
               You have any idea how long it takes 
               for those things to decompose?

                           MOISHE
               You don't move soon.  I'll begin to 
               decompose.

     Just as David finally makes his move, Moishe counters again.

     David shoots him a look and stares back down to the board.

                                                       (CONTINUED)

-----------------------------------------------------------------------------------------------------
                                                             p. 9


                           MOISHE (CONT'D)
               David, I've been meaning to talk 
               with you.  It's nice you've been 
               spending so much time with me, but...

                           DAVID
               Dad, don't start.

                           MOISHE
               I'm only saying, it's been what?  
               Four years, you still haven't signed 
               your divorce papers.

                           DAVID
               Three years.

                           MOISHE
               Three, four.  Move on.  It's not 
               healthy.

     Moishe takes a big puff on the cigar and coughs.

                           DAVID
               Look who's talking healthy.

     Suddenly David's beeper goes off.

                           MOISHE
               How many times is that now?  You 
               trying to get fired?

     David moves his queen.

                           DAVID
               Checkmate.  See you tomorrow, Dad.

     He gives his father a quick kiss and hurries away.

                           MOISHE
               That's not checkmate I can still... 
               Oh.
                    (yelling after him)
               You could let an old man win once in 
               a while, it wouldn't kill you.

                                                          CUT TO:

16   EXT. NEW YORK CITY STREETS - MINUTES LATER                    16   

     David pedals his bike through mid-town Manhattan.  He arrives 
     at COMPACT CABLE SYSTEMS.

                                                       (CONTINUED)

-----------------------------------------------------------------------------------------------------
                                                            p. 10


17   INT. COMPACT CABLE OFFICES - LATER                            17   

     His bike hoisted on his shoulder, David squeezes through the 
     revolving doors. MARTY GILBERT, short, nervous and harried, 
     comes rushing over.

                           MARTY
               What the hell is the point of having 
               a beeper if you don't turn it on?

                           DAVID
               It was turned on.  I was ignoring 
               you.  What's the big emergency?

                           MARTY
               Started this morning.  Every channel 
               is making like it's nineteen fifty.  
               Snow, static, all kinds of 
               distortions.  No one knows what the 
               hell is going on.

     David deposits his bike in the kitchenette as Marty tosses 
     his coke bottle in the trash.  David retrieves it.

                           DAVID
               Damn it, Marty.  There's a reason we 
               have bins labeled "recycle."

     Finding more bottles in the trash, David turns to Marty 
     accusingly.

                           DAVID (CONT'D)
               What the hell is this?

                           MARTY
               So sue me.

     Before David can say anything, Marty ushers him out of the 
     room.

18   INT. TRANSMISSION FEED - CONTINUOUS                           18   

     Technicians are working feverishly.  Clearly every monitor 
     is experiencing varying degrees of signal disruption.  David 
     moves over to the main console.

                           DAVID
               Did you try to switch to transponder 
               channels?

                           MARTY
               Please, would I be this panicked if 
               it was that simple?

                                                       (CONTINUED)

-----------------------------------------------------------------------------------------------------
                                                            p. 11


     David examines the readouts, puzzled.

                           DAVID
               Let's retrofit the dish to another 
               satellite.

                           MARTY
               We've tried.  It's not working.  
               It's almost as though they weren't 
               even there.

     David looks up, puzzled.

                           DAVID
               That's impossible.

                                                          CUT TO:

     A TELEVISION SET

     Bad reception.  A hand SMOCKS the side of it.  No use.

     WIDEN TO REVEAL:

19   INT. MOBILE HOME - DAY                                        19   

     Eleven-year-old TROY BRENNON tries to fix the television.

     His older brother MIGUEL, seventeen, cooks breakfast.

                           MIGUEL
               Stop it.

                           TROY
               It's all fuzzy.

                           MIGUEL
               You're gonna break it.  Just leave 
               it alone.  Here, take your medicine.

     Miguel sits a small bottle of medicine and a spoon down in 
     front of Troy.  Troy pushes the bottle away.

                           TROY
               I don't need it.

                           MIGUEL
                    (pushing it back)
               Just take it, dick head.
                    (turning to his sister)
               Alicia!  Make sure he takes his 
               medicine.

                                                       (CONTINUED)

-----------------------------------------------------------------------------------------------------
                                                            p. 12


     His sister, ALICIA, fourteen, hormones kicking in, testing 
     boundaries, listens to her walkman while putting on too much 
     makeup.  Miguel throws a dish towel to get her as Troy hits 
     the television again.

20   EXT. TRAILER PARK - SAME - MORNING                            20   

     A beat up pick-up truck comes down a dirt road and skids to 
     a halt on the gravel next to the Brennon Mobile Home at this 
     small shabby countryside trailer park.  An angry FARMER jumps 
     out, slamming his door.

21   INT. BRENNON MOBILE HOME - SAME                               21   

     Alicia opens the front door and smiles flirtatiously at the 
     angry farmer, LUCAS, who marches over.  Miguel edges her out 
     of the doorway, wanting to handle this himself.

                           MIGUEL
               Morning, Lucas.

     Lucas holds a bowl full of rotted vegetables.

                           LUCAS
               You like these!  I've got a whole 
               goddamned crop full!

     Unceremoniously, he dumps them at Miguel's feet.

                           LUCAS (CONT'D)
               Where the hell is your father?  You 
               know what time it is?

                           MIGUEL
               He had to re-fuel.  There musta been 
               a problem.

                           LUCAS
               We both know what the problem is.  
               He's a damned nut case, is what he 
               is.  I musta been out of my mind.

     Troy SMACKS the television again.

                           MIGUEL
               Troy, stop it!  I swear to God!

                           LUCAS
               Miguel, if he's not in the air in 
               twenty minutes, that's it.  I'm 
               getting someone else.

     Lucas storms away.  Again, Troy whacks at the television.

                                                       (CONTINUED)

-----------------------------------------------------------------------------------------------------
                                                            p. 13


                           MIGUEL
               Stop it, Troy!  I swear to God!

     Determined, Troy HITS the television again.  This time the 
     picture goes out completely.

                                                          CUT TO:

22   EXT. SPACE - THE ORBIT - SAME                                 22   

     Rolling over us, the immense under-belly of this enormous 
     craft obliterates our view.  A loud SCREECH.  Suddenly the 
     bottom begins to SEGMENT.

     Dozens of large sections begins to DISENGAGE, extracting 
     themselves, twisting away from the larger bulge.

     The separated SEGMENTS themselves are enormous.  Slowly they 
     twist downwards on a collision course to the blue planet 
     below... Earth.

                                                          CUT TO:

23   INT. WHITE HOUSE - BASEMENT CORRIDORS - DAY                   23   

     Under a barrage of questions from her own staff, Constance 
     hurries down the corridor.

                           AIDE #1
               CNN is running a story that we're 
               covering up some kind of nuclear 
               testing experiments...

                           CONSTANCE
               Tell them to run with it if they 
               want to embarrass themselves.

                           AIDE #2
               NASA has been up my butt all morning.  
               They want to know our position.

                           CONSTANCE
               Our official position is we don't 
               have an official position.

                           AIDE #3
               Connie, what the hell is going on?

     Constance escapes into the elevator, turns around.

                           CONSTANCE
                    (smiles confidently)
               Come on, people.  Would I keep you 
               guys out of the loop?

                                                       (CONTINUED)

-----------------------------------------------------------------------------------------------------
                                                            p. 14


                           AIDE #1
               In a second!

                           AIDE #2
               Absolutely.

     Before she can retort, the elevator doors close.

24   INT. OVAL OFFICE - WIDE SHOT - SAME                           24   

     The President, General Grey, the SECRETARY OF DEFENSE and 
     White House Chief of Staff ALBERT NIMZIKI are gathered around 
     the couch.

                           SEC. OF DEFENSE
               At the moment, our satellites are 
               somewhat unreliable.  Isn't it 
               possible that thing may just pass us 
               by?

                           NIMZIKI
               What if it doesn't "pass us by?"  
               Let's retarget some ICBMs to blow it 
               out of the sky...

                           GENERAL GREY
               Forgive me, but with the little 
               information we do have, the only 
               thing that would accomplish is turn 
               one dangerous falling object into 
               many.

     Just then the door opens and Constance enters.

                           PRESIDENT WHITMORE
               What's the damage?

                           CONSTANCE
               The press is making up their own 
               stories at this point.

                           NIMZIKI
                    (to General Grey)
               Get on the horn with Atlantic Command.  
               Let's upgrade the situation to DEFCON 
               3.

                           GENERAL GREY
               That's not your call to make, Mr. 
               Nimziki.

                           CONSTANCE
               Isn't that a little premature?

                                                       (CONTINUED)

-----------------------------------------------------------------------------------------------------
                                                            p. 15


                           NIMZIKI
               I don't think so.

                           SEC OF DEFENSE
               We're two days away from the fourth 
               of July.  We have over fifty percent 
               of our armed forces on weekend leave, 
               not to mention the troops and 
               commanders we have in town for the 
               Fourth of July parade.  We call them 
               back now, we're sending up a major 
               red flag.

     They go quiet as Commanding Officer from Space Command dashes 
     into the room.

                           COMMANDING OFFICER
               Our intelligence tells us the object 
               has settled into a stationary orbit.

                           NIMZIKI
               Well that's good news.

                           COMMANDING OFFICER
               Not really.

     He lays out the diagrams and photos on the table.  Everyone 
     gathers around.

                           COMMANDING OFFICER (CONT'D)
               Part of it has broken off into nearly 
               three dozen other pieces.

                           PRESIDENT WHITMORE
               Pieces?

                           COMMANDING OFFICER
               Smaller than the whole, yet over 
               fifteen miles in width themselves.

                           NIMZIKI
               Where are they heading?

                           COMMANDING OFFICER
               They should be entering our atmosphere 
               within the next twenty-five minutes.

     The room is silenced.  All eyes turn to the President who 
     says nothing.  Nimziki leans in close to him.

                                                       (CONTINUED)

-----------------------------------------------------------------------------------------------------
                                                            p. 16


                           NIMZIKI
               Like it or not, we're at DEFCON 3. 
               Recall the troops and put them on 
               yellow alert.

                                                          CUT TO:

     YELLOW LIGHTS FLASHING ON

     as an ALARM quickly BUZZES. David leans into frame and opens 
     the door to the microwave.  We WIDEN to reveal...

25   INT. DAVID'S CUBICLE - COMPACT CABLE - DAY                    25   

     David retrieves his home-made cup-a-soup.  We SEE this cubicle 
     clearly has the David touch; ecology posters, plants, tons 
     of computers and electronic gizmos.

                           MARTY
               Please, tell me you're getting 
               something.

     Marty enters, looking over David's shoulder as he eats.

                           DAVID
               There's good news and bad news.

                           MARTY
               What's the bad news?

                           DAVID
               You're in meal penalty for disturbing 
               my lunch.

                           MARTY
               And the good news is you won't charge 
               me.

                           DAVID
               No.  The good news is I found the 
               problem and it's not our equipment.  
               There's some weird signal embedded 
               within the satellite feed.

                           MARTY
               That's the good news?

     David slides over to another computer and turns on an 
     intricate computation program.

                           DAVID
               Yes, because the analog signal has a 
               definite sequential digital patterns
                           (MORE)

                                                       (CONTINUED)

-----------------------------------------------------------------------------------------------------
                                                            p. 17


                           DAVID (CONT'D)
               embedded within it.  When I find the 
               exact binary sequence and I apply a 
               phase reversed signal to that 
               calculated spectra analyzer I built 
               you last Christmas, we should be 
               able to block out the overlay 
               completely...

                           MARTY
               ...and we'll be the only guys in 
               town with a clear picture?  That's 
               my man.

                                                          CUT TO:

26   EXT. CALIFORNIA FARMLANDS, IMPERIAL VALLEY - DAY              26   

     Racing over back roads behind a long open field, Miguel rides 
     his beat-up motor bike, searching.  Looking up he SEES 
     something in the air.

     MIGUEL'S POV - AN OLD BI-WING AIRPLANE

     converted into a crop-duster, BUZZES overhead.  Spraying 
     insecticide wildly, the plane zigzags over the field.

                           MIGUEL
                    (yelling)
               Russell!  God damn it, Russell!

     Looking down from the cockpit, RUSSELL BRENNON waves stupidly.

     Shaggy blonde hair and two days' growth, Russell is the image 
     of a fifty-one-year-old little boy.

     Miguel follows him below, screaming at him.  Russell, flying 
     recklessly, looks down at Miguel not understanding.  By the 
     time he looks back he SEES...

     LINE OF TREES

     at the edge of the field, nearly on top of him.  In a trick 
     move, Russell turns the plane on ITS SIDE, and SLICES through 
     the narrow gap between the trees.

     Russell screams with delight at his prowess.  Miguel looks 
     pissed.

     ANGLE - OTHER SIDE OF TREES - MOMENTS LATER

     Miguel races over, skidding to a halt next to the landed bi-
     plane.

                                                       (CONTINUED)

-----------------------------------------------------------------------------------------------------
                                                            p. 18


                           MIGUEL (CONT'D)
               Just what the hell do you think you're 
               doing?

                           RUSSELL
                    (climbing down)
               I'm bringing home the bacon.  Earning 
               my keep.  And doing a fine job if I 
               do say so myself.

                           MIGUEL
               It's the wrong field, you idiot!  
               Lucas' farm is on the other side of 
               town.

                           RUSSELL
               You sure?

                           MIGUEL
               Damn it, he was doing you a favor.  
               You know how hard it is to find 
               someone who doesn't think you're 
               completely crazy?  What are we 
               supposed to do now?  Huh?  Where are 
               we supposed to go now?

     Pissed, Miguel peels away, kicking gravel back at Russell.

     Pathetically, he reaches into his jacket and pulls out a 
     bottle of Jack Daniels.  He takes a healthy swig.

                                                          CUT TO:

27   EXT. IRAQI DESERT - REFUGEE CAMP - NIGHT                      27   

     A tent city.  Ubiquitous overcrowding and poverty.  Several 
     hundred refugees settle down for the night.

     Super: Northern Desert, Iraq 

     A BEDOUIN stokes a small fire besides his family's tent.  
     Suddenly a group of shouting SCREAMING TRIBES PEOPLE come 
     rushing past him.

     The Bedouin watches them with confusion.  Overcome with 
     curiosity he goes against the tide of people, up the hillside.

     As the Bedouin reaches the top of the hillside, his mouth 
     falls open, aghast as he SEES...

                                                       (CONTINUED)

-----------------------------------------------------------------------------------------------------
                                                            p. 19


     THE SKIES - THE PHENOMENON

     Creeping from across the horizon above the rocky mountain 
     terrain, a wide FIREBALL high in the sky, flaring and 
     exploding.  A terrifying sight.

                                                          CUT TO:

28   EXT. USS EISENHOWER - AIR CARRIER - ESTABLISHING - DAWN       28   

     Super: Battle Carrier, USS Eisenhower - Persian Gulf

29   INT. USS EISENHOWER - RADAR ROOM - DAY                        29   

     A loud KLAXON ALARM is ringing out.  The FIRST LIEUTENANT 
     comes rushing in.

                           LIEUTENANT
               Ensign, status?

                           SAILOR #1
               We have a total radar black out over 
               a thirteen kilometer area.

     The Lieutenant moves over to the main radar screen.  The 
     entire upper portion of the screen is BLANK.  And the blank 
     area is MOVING.

                           LIEUTENANT
               Have a complete diagnostic run...

                           SAILOR #1
               Excuse me sir, radar may be 
               malfunctioning but infrared is off 
               the map!

     He diverts the Lieutenant's attention to another screen; A 
     BRIGHT SEA OF RED light bleeds off the map.

                           LIEUTENANT
               Get the CINC Atlantic Command on the 
               line.

                                                          CUT TO:

30   INT. PENTAGON - COMMANDING CENTER - DAY                       30   

     A technical OFFICER rips off a data sheet as it shoots out 
     of the printer and rushes over to the Commanding Officer.

                           OFFICER
               Sir, we now have visual range with 
               incoming over Iraqi airspace.

                                                       (CONTINUED)

-----------------------------------------------------------------------------------------------------
                                                            p. 20


                           COMMANDING OFFICER
               A second sighting?

                           OFFICER
               Yes Sir, this just came in from the 
               Eisenhower.

     The Commanding Officer grabs a phone laying off the hook.

                           COMMANDING OFFICER
               Correction, we have two confirmed 
               visual contacts.  One over Iraq, one 
               over the Pacific.

31   INT. OVAL OFFICE - DAY                                        31   

     The room is packed.  The President and his chief advisors 
     are there along with the Joint Chief of Staff.  
     Representatives from the Atlantic Command and U.S. Space 
     Command have formed small clusters around telephones.

                           GENERAL GREY
               Where in the Pacific?
                    (turning to the 
                    President)
               They've spotted one off the California 
               coast line.

     Surrounded by the Secret Service, the President is speechless.

     Constance Halbrook comes rushing into the room and whispers 
     to the President.

                           PRESIDENT
               Put it on.

     Constance moves over to a cabinet and turns on the T.V. (the 
     reception is still fuzzy, picture "rolling").  The CNN News 
     broadcast shows the phenomenon over Novosibirsk, Russia.

     There is mass hysteria behind the reporter.

                           NEWSCASTER
                    (filtered)
               ...sightings of this atmospheric 
               phenomenon have been reported here 
               in Novosibirsk, Russia and other 
               parts of Siberia.  Moving too slowly 
               to be a comet or meteor, astronomers 
               are baffled as to its origin...

     Everyone is locked onto the television, mesmerized.

                                                       (CONTINUED)

-----------------------------------------------------------------------------------------------------
                                                            p. 21


                           NEWSCASTERS
                    (filtered)
               ...Widespread panic has gripped the 
               countryside as thousands have taken 
               to the streets and clogged the 
               highways.  Hundreds have been 
               injured...

     General Grey confers with the Atlantic command CINC.  He 
     nods, turns to the President and whispers.

                           GENERAL GREY
               Mr. President, we have an AWAC on 
               the west coast.  E.T.A. with contact 
               point, three minutes.

32   INT. AWAC AIRPLANE - DAY                                      32   

     Wall to wall computer, radar and intelligence gathering 
     equipment.  Technicians frantically try to adjust as the 
     system goes hay wire.

                           RADAR TECH #1
                    (reporting into radio)
               It's no use.  Side radar doesn't see 
               a thing!

                           RADAR TECH #2
                    (reporting)
               That's correct.  We're IMC blind, 
               sir.

     We TRACK across them over to the pilots and into the cockpit.

     Cloudy skies.  The PILOT squints out the window as he speaks.

                           PILOT
               Negative.  We still have zero 
               visibility.

33   EXT. AWAC AIRPLANE - CLOUDY SKIES - DAY                       33   

     ZOOMING overhead as we SEE the AWAC sailing through a thick 
     cloudy sky.

     Super:  Pacific Coastline, California 

     The AWAC disappears from view into the clouds.

34   INT. OVAL OFFICE - SAME                                       34   

     The President and his top advisors are gathered around a 
     speaker phone listening to the pilot of the AWAC.

                                                       (CONTINUED)

-----------------------------------------------------------------------------------------------------
                                                            p. 22


                           PILOT
                    (filtered)
               Instrumentation is malfunctioning.  
               We can't get any kind of reading on 
               what's in front of us.

35   INT. AWAC - SAME                                              35   

     The Pilot squints as he tries to see through the clouds.

                           PILOT
               Wait a minute, it may be clearing.

     Suddenly the clouds part before us and we're face to face 
     with a WALL OF FLAMES.

36   INT. AWAC - SAME                                              36   

     The speaker phone cracks and distorts.

                           PILOT
                    (filtered)
               Jesus God!  The sky's on fire!

37   EXT. AWAC AND PHENOMENON - SAME                               37   

     The AWAC attempts to climb sharply as we get our first real 
     look at the atmospheric phenomenon.  Majestic and monstrous.

     The AWAC is not going to be able to make it.

     Quickly it is ENGULFED in the flames.

38   INT. OVAL OFFICE - SAME                                       38   

     The phone line goes dead.  General Grey spins to an AIDE.

                           GENERAL GREY
               Get them back on line.

                           AIDE #1
                    (on other phone)
               Line's gone, sir.

     The ATLANTIC COMMAND CINC, turns from a different phone.

                           AAC CINC
               Two more have been spotted over the 
               Atlantic.  One is moving toward New 
               York, the other is headed this 
               direction.

                           CHIEF OF STAFF
               How much time do we have?

                                                       (CONTINUED)

-----------------------------------------------------------------------------------------------------
                                                            p. 23


                           AAC CINC
               Less than ten minutes.

                           NIMZIKI
                    (turning to aid)
               Organize a military escort to Crystal 
               Mountain.

                           GENERAL GREY
                    (to President)
               Sir, I strongly recommend we move 
               you to a secured location immediately.

     ... The President hesitates, he turns to Constance.

                           PRESIDENT
               Can we expect the same kid of panic 
               here as in Russia?

                           CONSTANCE
               More than likely.

                           NIMZIKI
               Mr. President, you can discuss this 
               on the way.

     Torn, the President grapples with a decision.  Finally...

                           PRESIDENT
               I'm not leaving.

                           NIMZIKI
               We must maintain a working government 
               in a time of crisis...

                           PRESIDENT
               I want the Vice President, Secretary 
               of Defense, the whole Cabinet and 
               the Joint Chiefs taken to a secured 
               location.  I'm staying here.  I am 
               not going to add to a public hysteria 
               that could cost lives.

                           NIMZIKI
               But, Mr. President...

                           PRESIDENT
               So far these things have not become 
               hostile.  For the moment let's assume 
               they won't.
                    (to Constance)
               Connie, let's issue statements 
               advising people not to panic, to 
               stay home and take cover.

                                                       (CONTINUED)

-----------------------------------------------------------------------------------------------------
                                                            p. 24


     Constance issues commands to her staff as they quickly exit 
     along with most people in the room.  General Grey goes over 
     to the President.

                           GENERAL GREY
               With your permission, Mr. President, 
               I'd like to remain my your side.

                           PRESIDENT
               I had a feeling you would.

                           GENERAL GREY
               Sir, what happens if they do become 
               hostile?

                           PRESIDENT
               Then God help us.

                                                          CUT TO:

39   INT. DAVID'S CUBICLE - DAY                                    39   

     On the T.V. behind David, news footage of the phenomenon in 
     Russia plays silently.  Oblivious, David works his computers.

                           FEMALE CO-WORKER
                    (stopping in doorway)
               David, are you watching this?

     David waves her away, deep in concentration.  Suddenly a 
     computer BEEPS.  Excitedly David prints out his finding.  He 
     grabs it and exits.

40   INT. COMPACT CABLE OFFICE - CONTINUOUS                        40   

     Engrossed in his printout, David walks past his co-workers 
     who are glued to the distorted picture on the television, 
     watching the phenomenon.

41   INT. MARTY'S OFFICE - CONTINUOUS                              41   

     Marty stares at his television watching General Grey 
     addressing the press.  David enters, staring at his reading.

                           DAVID
               I've got a lock on the signal pattern.  
               We can filter it out.

                           MARTY
                    (distracted)
               Huh?  Oh, good, good.

                                                       (CONTINUED)

-----------------------------------------------------------------------------------------------------
                                                            p. 25


                           DAVID
               Strange thing is, if my calculations 
               are right it'll be gone in 
               approximately seven hours anyway.  
               The signal reduces itself every time 
               it recycles.  Eventually it will 
               disappear.  Are you listening?

                           MARTY
                    (still glued to T.V.)
               Can you believe this?

                           DAVID
               What re you talking about?

                           MARTY
               Haven't you been watching?

     David turns for the first time to the television and sees 
     the phenomenon.  Constance comes on addressing the press.

                           CONSTANCE
                    (filtered)
               ...so far the phenomenon has not 
               caused any damage.  In all likelihood 
               it won't...

42   INT. WHITE HOUSE PRESS ROOM - SAME                            42   

     More reporters rush in from the back quickly setting up as 
     this hastily called press conference continues.

                           CONSTANCE
               ...everyone should remain calm.  
               Take cover where you can but the 
               important thing is not to panic.

43   INT. BRENNON MOBILE HOME - SAME                               43   

     Miguel, Alicia and Troy watch the static riddled T.V.

                           CONSTANCE
                    (filtered)
               ...we have a fix on three different 
               occurrences about to appear over 
               American cities.  One is headed toward 
               Los Angeles...

                                                       (CONTINUED)

-----------------------------------------------------------------------------------------------------
                                                            p. 26


44   INT. MARTY'S OFFICE - SAME                                    44   

                           CONSTANCE
                    (filtered)
               ...the other two are on our Eastern 
               seaboard headed towards New York and 
               Washington, D.C...

     Suddenly hectic CO-WORKER #2 appear at the door.

                           CO-WORKER #2
               Jamie says this building has an old 
               bomb shelter.  We're heading down 
               there now.

                           MARTY
                    (dry; to David)
               Feel no shame in hiding.

45   INT. HALLWAY -- CONTINUOUS                                    45   

     A crowd of people head down the hall for the shelter while 
     others stay glued to the set.  There is a mix of fascination 
     and panic.  David watches the commotion, dumb struck.

                           MARTY
               Oh shit, I better call my wife.

46   INT. AIRPORT DINER - LATE MORNING                             46   

     Depressed Russell nurses a beer at the counter.  Three FLIGHT 
     MECHANICS walk in, having a good laugh.  One of them spots 
     Russell and moves over to him.

                           MECHANIC #1
               Hey, Russ, heard you had a little 
               trouble this morning.  Dusted the 
               wrong field?

     The Mechanics laugh.  Russell tries to ignore them.

                           MECHANIC #2
               I know, you're probably still a little 
               confused from your hostage experience.

                           MECHANIC #2 (CONT'D)
               Hostage experience?  Something happen 
               to you, Russ?

                           MECHANIC #1
               He ain't never told you!?  Seems 
               years back our boy here had been 
               kidnapped by aliens.
                           (MORE)

                                                       (CONTINUED)

-----------------------------------------------------------------------------------------------------
                                                            p. 27


                           MECHANIC #1 (CONT'D)
               Did all kinds of experiments on him 
               and such.  Tell him, Russ.

                           RUSSELL
               Not today, guys.  Okay.

     Russell gets up and heads for the door.

                           MECHANIC #1
               You just gotta get a couple more 
               beers in him, he'll tell you all 
               about it.  Crazy stuff.  Won't you, 
               Russ?

47   EXT. SMALL AIRPORT - CONTINUOUS                               47   

     The Mechanic follows Russell outside, his buddies in tow.

                           MECHANIC #1
               Hey, Russ, when they took you up in 
               their space ship, they do any sexual 
               things to you?

     The mechanics crack up laughing.  Suddenly the things around 
     them begin to RUMBLE.  The SHADOW engulfs them, silencing 
     the Mechanics.

     Panicked they turn and RUN AWAY.  Russell just looks up at 
     the sky, grabs his Jack Daniels and takes another swig.

48   EXT. TRAILER PARK - SAME                                      48   

     Dogs bark and people stumble out of their trailers as an 
     enormous SHADOW creeps over them.

49   INT. BRENNON MOBILE HOME - CONTINUOUS                         49   

     The windows grow DARK and the room begins to RUMBLE.  Miguel 
     rushes to the door, ushering his siblings out.

50   EXT. TRAILER PARK - CONTINUOUS                                50   

     Alicia and Troy step out the door, stopping dead in their 
     tracks.  Miguel follows them only to look up and SEE...

     THE PHENOMENON - DARK CLOUDS

     The flames are burning out, replaced by huge plumes of dark 
     smoke billowing around the edges of the phenomena.  Only 
     small traces of extinguishing flames illuminate it.

                                                       (CONTINUED)

-----------------------------------------------------------------------------------------------------
                                                            p. 28


51   INT. COMPACT CABLE - STAIRWELL - SAME                         51   

     David pushes past the people making their way down, fighting 
     against the tide.  Another CO-WORKER (#3) stops halfway.

                           CO-WORKER #3
               Aren't you coming, David?

                           DAVID
               No way, I've got to see this.

52   EXT. WASHINGTON MONUMENT - SAME                               52   

     Frightened tourists run for cover as the colossal SHADOW 
     approaches.  Reflected in the water below we SEE the fiery 
     apparition transfigure into the dark foreboding clouds.

     THE LINCOLN MEMORIAL - WASHINGTON, D.C. - SAME

     The SHADOW writhes up the detailed statue of Lincoln, 
     devouring him completely until we are left in total darkness.

53   INT. WHITE HOUSE - HALLWAYS - SAME                            53   

     People are being evacuated from their offices.  Patricia, 
     the President's daughter, breaks away from her nanny.

54   INT. WHITE HOUSE - OVAL OFFICE - SAME                         54   

     The President talks on the phone.  Constance waits nearby.

                           PRESIDENT WHITMORE
                    (into phone)
               Of course, Russia and the United 
               States are in this together.  Yes, 
               Mr. President, you have my word.  
               Yes, Das Vedanya.

     The President hangs up.

                           CONSTANCE
               What is their position?

                           PRESIDENT WHITMORE
               I think he was drunk.

     Patricia bursts through the door and runs into her father's 
     arms, terrified.  A SECRET SERVICE man appears.

                           SECRET SERVICE GUY
               Mr. President, we have to go.

     Abruptly, the room DARKENS as it begins to RUMBLE.

                                                       (CONTINUED)

-----------------------------------------------------------------------------------------------------
                                                            p. 29


55   EXT. WHITE HOUSE - SAME                                       55   

     The long, dark SHADOW moves across the entire White House, 
     engulfing it in darkness.

56   EXT. HUDSON RIVER, NEW YORK - STATUE OF LIBERTY - SAME        56   

     In the distance we SEE the mutated phenomenon's dark gray 
     clouds nearing Miss. Liberty.  As it approaches we SEE the 
     New York skyline begin to darken.

57   EXT. BLACK TOP BASKET BALL COURT, NEW YORK - SAME             57   

     Kids playing basket ball.  A young BOY stops playing, staring 
     skyward.  One by one, they all look upwards, stunned as a 
     long dark SHADOW creeps over them.

     With a loud CRASH, several New York Cabs SLAM into one another 
     in the street.  Two more cars crash into them.  A pile up 
     ensues.

58   EXT. WALL STREET - SECOND LATER                               58   

     Foot traffic stops as the long SHADOW crawls over the entire 
     area.

59   EXT. ROOFTOP - COMPACT CABLE - SAME                           59   

     Large satellite dishes beset a doorway to the roof which 
     flies open.  David steps out just as a long, dark SHADOW 
     covers over him, sending the city into darkness.  David looks 
     up to SEE...

     SKYLINE AND ALIEN CRAFT

     Protruding through the dark clouds we get a glimpse of the 
     underbelly of a colossal ALIEN CRAFT, its outer veneer of 
     smoke and clouds beginning to fade away.

     Below we see PANIC, cabs SLAMMING into one another, people 
     staring, people screaming.  No one knows how to react.

     David runs to the other side of the rooftop, overlooking 
     Central Park, to get a better look.

     DAVID'S POV - CENTRAL PARK - SAME

     The entire park is plunged into darkness as the craft above 
     blots out of the sun.  Amazing as it may seem, the hovering 
     craft BLANKETS THE ENTIRE PARK and BEYOND.  We still have 
     NOT seen an entire craft.

                                                       (CONTINUED)

-----------------------------------------------------------------------------------------------------
                                                            p. 30


                           DAVID
                    (realizing)
               My God.  The signal.

60   EXT. LOS ANGELES BASIN - WIDE ANGLE - LATER MORNING           60   

     A panoramic view of the Los Angeles basin.  Slowly filling 
     the screen, we SEE a portion of the enormous space craft as 
     it creeps towards the city, obliterating our view.

61   EXT. HILLSIDE RESIDENTIAL AREA - SAME                         61   

     A station wagon, filled with kids and a harried HOUSEWIFE, 
     comes to a stop.  The passenger door opens and a young six-
     year-old boy, DYLAN steps out.

                           HOUSEWIFE
               Dylan, tell your mom you can stay 
               overnight again Thursday.

     Suddenly a car SAILS over a nearby hill in front of them, 
     hitting the ground with a BANG.  Two more cars follows, air 
     bound.  As the Housewife turns she SEES...

     SPACE SHIP - SAME

     Rising over the mountain we SEE the Space Ship as it nears 
     the city, blocking out the sunshine.

     Panicked, the Housewife hits the gas and peels out, leaving 
     a confused Dylan staring skyward.

62   INT. BEDROOM - CONTINUOUS                                     62   

     Two people sleep as Dylan runs into the room.

                           DYLAN
               Mommy, look at!

     He rushes away.  The SHADOW moves past the window, darkening 
     the room.  His mother, JASMINE DUBROW, stirs.

                           JASMINE
                    (re: darkness)
               It's too early, baby.

     She turns back over.  Suddenly the room briefly RUMBLES.

                           MAN
               Earthquake?

                           JASMINE
               Not even a four pointer.  Go back to 
               sleep.

                                                       (CONTINUED)

-----------------------------------------------------------------------------------------------------
                                                            p. 31


     Shrugging, the man does.

63   EXT. HOLLYWOOD SIGN (FORMERLY SC. 72) - SAME                  63   

     In Los Angeles.  The SHADOW slowly covers the sign.

64   EXT. WHITE HOUSE - WINDOW - SAME                              64   

     The President and his daughter cautiously approach the window 
     staring in awe at the amazing sight above them.  Several 
     others approach from behind.

     Cautiously some people begin to walk outside, staring up at 
     the leviathan, mouths agape.

65   INT. OVAL OFFICE - SAME                                       65   

     Slowly staff members approach, gazing out the window.

     Constance steps up behind the President.

                           CONSTANCE
               What do we do now?

                           PRESIDENT WHITMORE
               Address the nation.  There are a lot 
               of very frightened people out there 
               right now.

                           CONSTANCE
               Yeah.  I'm one of them.

66   EXT. WASHINGTON D.C. - ALIEN CRAFT - SAME                     66   

     All of Washington is under the shadow of this gargantuan 
     alien craft.  A stunning tableau.

                                                          CUT TO:

67   INT. JASMINE'S DEBROW'S BEDROOM - SAME                        67   

     STEVEN, the man sleeping next to Jasmine, stirs as Jasmine's 
     beagle BOOMER drops Steven's tennis shoes on top of him, 
     waking him.

                           JASMINE
               He's trying to impress you.

                           STEVE
               He's doing a good job.

     He pats the dog on the head and takes the shoes.  Steven 
     gets up and makes his way to the bathroom.

                                                       (CONTINUED)

-----------------------------------------------------------------------------------------------------
                                                            p. 32


68   INT. BATHROOM - CONTINUOUS                                    68   

     As Steve takes a pee, he SEES out the window a family packing 
     up their car, others standing around staring at something in 
     the distance.  A HELICOPTER flies overhead.

                           STEVE
               Neighbors are moving.  I think they're 
               tired of earthquakes.

     He finished and flushes.

69   INT. LIVING ROOM - CONTINUOUS                                 69   

     Steve enters the living room.  The television is playing a 
     news broadcast.

                           NEWSCASTER
               ...with little damage reported to 
               the southland area.  People are 
               advised not to panic...

                           STEVE
               Hon, something's on the table 'bout 
               the quake.

     Jasmine sits up in bed, yelling out to Steve.

                           JASMINE
               Dylan out there?

     Steve turns, looking for Dylan when the doggie door pops 
     open and Dylan crawls through.

                           STEVE
               What have you been up to, Sport?

                           DYLAN
                    (holding his gun)
               Shooting aliens.

     Steve musses up the boy's hair, smiling.

                           JASMINE
                    (entering)
               Coffee?

     Steve mumbles an affirmative as he exits.

70   EXT. JASMINE'S HOUSE - CONTINUOUS                             70   

     Steve picks up the morning paper and opens it.  He doesn't 
     notice the DOZENS of neighbors quickly packing up and rushing 
     to get away as he reads the paper oblivious.

                                                       (CONTINUED)

-----------------------------------------------------------------------------------------------------
                                                            p. 33


                           JASMINE (O.S.)
               You want milk with your coffee?

     Jasmine appears behind him, her view, too, obscured by the 
     open newspaper.  Suddenly another HELICOPTER room overhead.

     Annoyed, Steve lowers his paper.

     STEVE AND JASMINE'S POV

     As the paper is lowered we SEE the helicopter SWOOP down.  
     As it flies away we SEE...

     THE ALIEN CRAFT

     Covering all of Los Angeles.  This is the first time we see 
     the entire craft.  It is stupendous.  Steve's jaw hits the 
     floor.  The milk goes CRASHING as Jasmine SCREAMS.

                                                          CUT TO:

71   INT. STAIRWELL - DAY                                          71   

     Running for all he's worth, David sprints down the stairs.

72   INT. COMPACT CABLE OFFICE - CONTINUOUS                        72   

     Dashing off the stairs, David stops seeing that the room is 
     now completely empty.  The wall of monitors play for no one.

     David walks up to one, adjusting the volume.

     T.V. - CNN BROADCAST - (DISTORTED BROADCAST SIGNAL)

     A space ship logo spins next to the words VISITORS: CONTACT 
     OR CRISIS.  Wolf Blitzer comes on screen live from the 
     Pentagon.

                           WOLF BLITZER
               Pentagon officials are reporting 
               more ships have just arrived over 
               the capitals of India, England and 
               Germany.

     As he speaks we get quick glimpses of the other ships.

                           MARTY (O.S.)
               I know, babycakes.  Calm down.

     David spins around at the sound of the voice but the room is 
     still empty.  David leans down and looks under a desk where 
     he finds Marty still on the phone with his wife.

                                                       (CONTINUED)

-----------------------------------------------------------------------------------------------------
                                                            p. 34


                           DAVID
               Tell her to get the kids and leave 
               town.

                           MARTY
               What happened?

                           DAVID
                    (yells)
               Just do it!

     Marty realizes David is dead serious.

                           MARTY
               Babycakes, pack the kids up and take 
               them to your mother's.  Don't ask.  
               Go.

     Mary hangs up, crawls out from under the table.

                           MARTY (CONT'D)
               Okay, why did I just send my family 
               to Atlanta?

                           DAVID
               Remember I told you that the signal 
               hidden within our satellite signal 
               is slowly recycling down to 
               extinction.

                           MARTY
               Not really...

                           DAVID
               That signal.  It's a countdown.

                           MARTY
                    (confused)
               A countdown to what?

                           DAVID
               Think.  It's like in chess.  First 
               you strategically position your 
               pieces.  Then, when the timing's 
               right.  You strike.

     David motions to the television.

                           BLITZER
               ...there are additional unconfirmed 
               sightings over Japan, the 
               Mediterranean, and China...

                                                       (CONTINUED)

-----------------------------------------------------------------------------------------------------
                                                            p. 35


                           DAVID
               They are positioning themselves all 
               over the world and using this one 
               signal to synchronize their efforts.  
               In approximately six hours the signal 
               will disappear and the countdown 
               will be over.

                           MARTY
               Then what?

                           DAVID
               Checkmate.

     Marty takes a beat to digest.  Then, grabbing the phone....

                           MARTY
               I gotta call my brother, my bookie, 
               my lawyer... fuck my lawyer...

     David also grabs a phone.  Suddenly the bank of monitors 
     synchronize into one enormous image across the entire video 
     wall; the President addressing the nation.

73   INT. PRESS ROOM, WHITE HOUSE - SAME                           73   

     The President stands at the podium giving his address.

                           PRESIDENT WHITMORE
               My fellow Americans, a historic and 
               unprecedented event has taken place.  
               The question as to whether or not we 
               are alone in the universe has been 
               answered...

     ANGLE - SIDE ENTRANCE TO PRESS ROOM

     As Constance watches the President, she unconsciously mouths 
     the words of his speech, after all, she did write them.  A 
     PRESS AIDE tugs on her sleeve.  She tries to wave her off.

                           PRESS AIDE
               He says he's your husband.

     Her expression drops.  She takes the phone from her.

                           CONSTANCE
               What do you want?

                           DAVID
                    (filtered)
               You have to leave the White House.

                                                       (CONTINUED)

-----------------------------------------------------------------------------------------------------
                                                            p. 36


                           CONSTANCE
               This is not the time or the place to 
               have this same old discussion.

74   INT. COMPACT CABLE OFFICES - SAME                             74   

                           DAVID
               You don't understand.  You have to 
               leave Washington.

75   INT. SIDE OFFICE, WHITE HOUSE - DAY                           75   

     Impatient, Constance tries to get off the phone.

                           CONSTANCE
               In case you haven't noticed, we're 
               in a little bit of a crisis here.

                           DAVID
                    (filtered)
               I've worked with embedded loading.  
               They're communicating with a hidden 
               signal.  They're going to attack...

                           CONSTANCE
               You're being paranoid.

                           DAVID
                    (filtered)
               It's not paranoia.  The embedding is 
               very subtle.  It's probably been 
               overlooked...

     Constance hangs up.  Her face betrays mixed emotions.

76   INT. COMPACT CABLE OFFICES - SAME                             76   

     David stares at the phone, pissed.  Something on T.V.  catches 
     his attention.  Through the snowy image he SEES...

                           PRESIDENT WHITMORE
                    (filtered)
               ...My staff and I are remaining here 
               at the White House while we attempt 
               to establish communication...

     Hanging up the phone, David sprints for the exit.

                           PRESIDENT WHITMORE (CONT'D)
               ...so remain calm.  If you are 
               compelled to leave these cities, 
               please do so in a safe and orderly 
               fashion.

                                                       (CONTINUED)

-----------------------------------------------------------------------------------------------------
                                                            p. 37


     SMASH CUT TO:

     CABS SLAMMING TOGETHER - NEW YORK CITY STREETS

     The rush to get away creeps slowly as cars jam the streets 
     in total grid-lock.  David pedals his bike furiously through 
     traffic.

77   EXT. GEORGE WASHINGTON BRIDGE - NEW YORK - DAY                77   

     The mass exodus has reached the bridge.  Total congestion.

     David fights his way through.

78   EXT. CLIFFSIDE, NEW JERSEY - LATER                            78   

     The New York skyline behind him across the Hudson, David 
     jumps off his bike, and races towards a row of tract houses.

79   EXT. MOISHE'S TRACT HOUSE - SECONDS LATER                     79   

     David BANGS on the door.  It flies open.  Moishe is holding 
     a hunting rifle, pointing it at David.

                           DAVID
               Pops!

                           MOISHE
               The television said they've started 
               with the looting already - Vultures.

                           DAVID
               You still got the Olds?

                           MOISHE
               You want to borrow the car?  You 
               don't have a license.

                           DAVID
               That's okay.  You're driving.

                                                          CUT TO:

80   INT. JASMINE'S HOUSE - DAY                                    80   

     Steve, wearing his Marine flight officer uniform, shoves the 
     last of his things into his duffel bag.  We notice there are 
     small figurines of dolphins everywhere.  Jasmine hovers 
     nervously behind him.

                           JASMINE
               You can't go.  Call them back.

                                                       (CONTINUED)

-----------------------------------------------------------------------------------------------------
                                                            p. 38


                           STEVE
               Baby, you know how it is.  I have to 
               report to El Toro right away.

                           JASMINE
               You said you were on leave for the 
               Fourth.

                           STEVE
               They canceled it.  Why are you acting 
               like this?

     Jasmine grabs the blinds and yanks them away.  We SEE the 
     alien craft through the window.

                           JASMINE
               Why?  That's why.  That thing scares 
               the piss out of me.

81   EXT. DEBROW HOUSE - CONTINUOUS                                81   

     Dylan sits behind the wheel pretending to drive.  Steve grabs 
     him, pulling him out.  He reaches into his duffel, grabs a 
     small brown paper bag.

                           STEVE
               Here.  I got these for you.  Be 
               careful with them.

     Dylan opens the bag; fireworks.  Jasmine walks over.

                           DYLAN
               Cool.

     Steve tosses his gear into the back, opens his door.

                           JASMINE
               Wait.  I have to tell you something.

                           STEVE
               What?

                           JASMINE
                    (loses her nerve)
               Be careful.

                           STEVE
               Look, after your shift tonight, why 
               don't you grab Dylan and come stay 
               with me on base.

                           JASMINE
               Really?  You don't mind?

                                                       (CONTINUED)

-----------------------------------------------------------------------------------------------------
                                                            p. 39


                           STEVE
                    (smiling)
               Naw.  I'll just tell my other 
               girlfriends they can't come over 
               tonight.

     Pissed, she hits him.  He loves it.

                           JASMINE
               You know, you're not as charming as 
               you think you are.

                           STEVE
               Yes, I am.

                           JASMINE
               Dick-weed!

                           STEVE
               Butt-munch.

     They kiss.  Steve hops into his car and peels out.  Jasmine 
     takes the bag from Dylan.

                           JASMINE
               I'll take these.

                           DYLAN
               Mommmmmm...

                                                          CUT TO:

82   EXT. JERSEY - HIGHWAY - LATER THAT DAY                        82   

     A perfectly preserved '68 Olds drives cautiously down the 
     highway.  Around him we see other cars packed to the gills 
     as they make their escape from New York.

83   INT. OLDS - SAME                                              83   

     Not the most confident driver, Moishe holds the steering 
     wheel close to his chest.

                           MOISHE
               It's the White House, for crying out 
               loud.  You can't just drive up and 
               ring the bell.

                           DAVID
               Can't this thing go any faster?

                                                       (CONTINUED)

-----------------------------------------------------------------------------------------------------
                                                            p. 40


                           MOISHE
               You think they don't know what you 
               know?  Believe me, they know.  She 
               works for the President.  They know 
               everything.

                           DAVID
               They don't know this.

                           MOISHE
               And you're going to educate them?  
               Tell me something, you're so smart 
               how come you spent eight years at 
               M.I.T. to become a cable repairman?

                           DAVID
               Dad...

                           MOISHE
               All I'm saying is they've got people 
               who handle these things, David.  
               They want HBO, they'll call you.

                                                          CUT TO:

84   INT. HOTEL LOUNGE, LOS ANGELES - LATE AFTERNOON               84   

     Mrs. Whitmore is at a house phone.  Behind her we see several 
     news crews waiting for interviews.

                           PRESIDENT WHITMORE
                    (filtered through 
                    phone)
               I want you out of there.

                           MARGARET
               You're staying there to keep people 
               calm.  It's the right thing to do.  
               I'm not going to let them criticize 
               you for it.

85   INT. WHITMORE BEDROOM - WHITE HOUSE - SAME                    85   

     The President sits on his bed, his daughter lays next to 
     him, watching T.V.  The signal distortion is getting worse.

                           PRESIDENT WHITMORE
               Okay, fine but the second your 
               interviews are done, I have a 
               helicopter ready to take you to Nellis 
               Air Force...

                                                       (CONTINUED)

-----------------------------------------------------------------------------------------------------
                                                            p. 41


                           MARGARET
                    (filtered)
               How's the munchkin?

                           PRESIDENT WHITMORE
               She's glued to the T.V., just like 
               the rest of the world.  I love you 
               too.  Here she is...

     He hands Patty the phone as General Grey and Nimziki appear 
     in the doorway.  The President walks over to them.

                           GENERAL GREY
               More ships keep arriving, fifteen in 
               total so far.

                           NIMZIKI
               This is crazy.  We're losing our 
               first strike capabilities!

                           GENERAL GREY
               We're trying to communicate with 
               them on all frequencies but we're 
               getting nowhere.  Atlantic Command 
               is working on a type of visual 
               communication.

                           PRESIDENT WHITMORE
               What the hell are they up to?

                                                          CUT TO:

86   EXT. TRAILER PARK - NIGHT                                     86   

     A long crowded highway of people trying to escape from Los 
     Angeles can be seen in the distance.  The huge space craft 
     hovering behind them.

     Miguel is on the roof of the trailer, adjusting the T.V.  
     antenna trying to get a picture.  Suddenly the image clears 
     and we SEE a group of people in a crowded hallway.

                           REPORTER
                    (filtered)
               ...a local crop duster was arrested 
               today attempting to land at Edwards 
               Air Force Base...

     On the T.V. we SEE Russell being escorted to a police car.

     Mortified, Miguel can't believe what he's seeing.

                                                       (CONTINUED)

-----------------------------------------------------------------------------------------------------
                                                            p. 42


                           RUSSELL
               They've got to do something.  I was 
               abducted by space aliens ten years 
               ago.  They did all kinds of 
               experiments on me.  They've been 
               studying us for years, learning our 
               weakness.  We've go to do something 
               before they kill us all!

     Just as Troy starts to climb up, Miguel changes the channel 
     to Mrs. Whitmore.  Troy sits down next to Miguel.

                           MRS. WHITMORE
                    (filtered)
               ...we need to remain calm.  As more 
               people decide to leave the cities, 
               safety is key...

                           MIGUEL
               Troy, you remember Uncle Hector, 
               from Tucson?

                           TROY
               He's got that SEGA Saturn CD, 64 
               bit, right?

                           MIGUEL
               Yeah.  What would you think if we 
               went there to live for a while?

                           TROY
               That'd be cool!

     Miguel thinks for a second, makes a decision.

                           MIGUEL
               Pack up, we're going.

     Miguel jumps down from the roof.  Troy climbs down the ladder.

                           TROY
                    (yelling after him)
               What about Dad?

     ALICIA AND OLDER BOY

     Kissing.  It's getting hot.  Alicia laughs, pushes him away.

                           OLDER BOY
               This could be our last night on Earth.  
               You don't want to die a virgin, do 
               you?

                                                       (CONTINUED)

-----------------------------------------------------------------------------------------------------
                                                            p. 43


                           ALICIA
               What makes you think I'm a virgin?

     The Older Boy is taken off guard.  Before he can answer the 
     tarp they were hiding under is ripped away.  Miguel stands 
     there.

                           MIGUEL
               Come on, we're going.

                           ALICIA
               I'm not going anywhere...

     Miguel grabs her by the wrist and pulls her away.

87   EXT. FREEWAY - OUTSIDE WASHINGTON - NIGHT                     87   

     We see the long highway leading to Washington, the space 
     ship hovering above it.  One side of the freeway is packed 
     solid, the other completely empty, save for one car...

88   INT. MOISHE'S OLDS - NIGHT                                    88   

     Moishe looks to the other side of the freeway, jam packed.  
     On his side, they are the only car for miles.

                           MOISHE
               The whole world is trying to get out 
               of Washington and we're the only 
               schmucks trying to get in.

     As Moishe drives, David distracts him as he unpacks his 
     backpack, unloading his laptop.  He grabs a CD.

                           MOISHE (CONT'D)
               What the hell is that?

                           DAVID
               This, pops, is every phone book in 
               America.

                           MOISHE
               You think an important person like 
               Constance is going to be listed?

                           DAVID
               She always keeps her portable phone 
               listed, for emergencies.  Sometimes 
               it's just her first initial, sometime 
               her nickname...

     David starts to look it up.  Suddenly...

     DOZENS OF CARS HEADING STRAIGHT FOR THEM

                                                       (CONTINUED)

-----------------------------------------------------------------------------------------------------
                                                            p. 44


     In the attempt to get out, hundreds of cars have been 
     redirected by the military to use the opposite side of the 
     highway.

                           MOISHE
               Oh my God!

     Moishe SWERVES violently to avoid collision, barely missing 
     the oncoming traffic.  Dodging right to left, Moishe hangs 
     on for dear life.

     A Military Office, assisting in diverting the cars turns 
     just in time to see the Olds whiz by.

     David and Moishe are bounded around the inside of the car as 
     Moishe tries to veer through traffic.

     Suddenly A TRUCK  blocks off their only escape route.

     Moishe turns HARD and drives up onto the right shoulder.

     OVERHEAD ANGLE - OLDS AND TRAFFIC

     The Olds is the only car in headed that direction.  Using 
     the shoulder, swerving to miss barricades, they drives off 
     an exit ramp.

                           DAVID
               Nice driving, pops!

     Dangerously close to a heart attack, Moishe is, for once, at 
     a loss for words.  Over their adrenaline pumped faces...

                           MALE VOICE (V.O.)
               ...put your hands together for 
               Sabrina!

                                                          CUT TO:

89   INT. STRIP CLUB - LOS ANGELES - NIGHT                         89   

     A bikini-clad Sabrina twirls gracefully on the stage.  As 
     she comes to a stop we reveal Sabrina is actually Jasmine.  
     She looks out into the audience and her expression DROPS.

     REVERSE ANGLE - JASMINE'S POV - EMPTY CLUB

     Five strippers and eight customers.  All crowded near the 
     television watching the news.

     ANGLE T.V. - ROOFTOP - LOS ANGELES

     Helicopter footage of people gathered on the rooftops of 
     downtown Los Angeles holding up drawings of space aliens.

                                                       (CONTINUED)

-----------------------------------------------------------------------------------------------------
                                                            p. 45


                           NEWSCASTERS
                    (filtered)
               ...from the "it could only happen in 
               California" file, hundreds of UFO 
               fanatics have gathered on the rooftops 
               of downtown Los Angeles, welcoming 
               the new arrivals...

90   INT. DRESSING ROOM - CONTINUOUS                               90   

     Jasmine storms into the dressing room.  Wiping off her makeup, 
     she sits down next to TIFFANY who watches the same report on 
     a small b&w.

                           JASMINE
               I can't believe I even came in 
               tonight.  What was I thinking?

                           TIFFANY
                    (re: T.V.)
               Isn't this cool?  And you thought I 
               was nuts.  Oh, look, I brought mine 
               with me.

     Tiffany holds up a drawing of a space alien.

                           JASMINE
               You're not thinking of joining those 
               idiots?

                           TIFFANY
               I'm going over there soon as I'm 
               off.  Wanna come?

     Jasmine turns to Tiffany, dead serious.

                           JASMINE
               Tiffany, I don't want you to go up 
               there.  Promise me you won't.
                    (Tiffany pouts)
               Promise!

                           TIFFANY
               I promise.

                           JASMINE
               Okay.  I'm gone.  I'm outta town for 
               a while.

     Her boss MARIO enters and walks over to his private office 
     in back.  He opens the door and finds Dylan playing with his 
     dog, Boomer.

                                                       (CONTINUED)

-----------------------------------------------------------------------------------------------------
                                                            p. 46


                           MARIO
               What the hell's your kid doing here?

     Jasmine rushes past picking up Dylan and carrying him away 
     as she heads for the exit.  Boomer follows.

                           JASMINE
               You try to find a sitter today.

                           MARIO
               Where do you think you're going?  
               You leave, you're fired.

                           JASMINE
                    (out the door)
               Nice working with you, Mario.

                                                          CUT TO:

91   EXT. WASHINGTON D.C. - NIGHT                                  91   

     The streets are nearly deserted.  Millions of small lights 
     on the underbelly of the craft cast strange reflections on 
     the streets below.  The Olds drives on its way towards the 
     Capitol building.

92   INT. OLDS - CONTINUOUS                                        92   

     David types frustratedly on his laptop.

                           MOISHE
               Not listed, huh?

                           DAVID
               I just haven't found it yet.  I tried 
               C. Halbrook, Connie Halbrook, Spunky 
               Halbrook...

                           MOISHE
               Spunky?

                           DAVID
               College nickname.

                           MOISHE
               You try Martin?

                           DAVID
               She didn't take my name when we were 
               married.

     Moishe shrugs.  David gives it a shot.  Finds it.  The machine 
     BEEPS.

                                                       (CONTINUED)

-----------------------------------------------------------------------------------------------------
                                                            p. 47


                           MOISHE
                    (sarcastic)
               So what do I know?

                                                          CUT TO:

93   INT. LOCKER ROOM - EL TORO MARINE CORPS STATION - NIGHT       93   

     A crowded locker room.  Steve enters.

                           MALE VOICE (O.S.)
               Where the hell've you been?

                           STEVE
               Ah, were you guys waiting for me?

     Several Marines throws towels at Steve as he makes his way 
     to his locker.  His best friend, JIMMY, sits next to him.

                           JIMMY
               Can you believe it?  This is serious 
               shit, Stevie.  They've recalled 
               everyone!

     As Steve sits he SEES some envelops stuck into the side of 
     his locker.

                           STEVE
               Well, the mail's still working.

     He flips through the envelops and FREEZES when he sees one 
     with the NASA insignia on it.  Jimmy snatches it away from 
     him.

                           JIMMY
               Junk mail.  You don't want this.

     Steve quickly snatches it back, right it open and reads.  
     From the disappointment on his face we can tell it's bad 
     news.

     Realizing, Jimmy puts a hand on Steve's shoulder.

                           JIMMY (CONT'D)
               I don't believe it.  They make you 
               learn how to fly everything from an 
               Apache to a Harrier and still they 
               turn you down?  What else do they 
               want you to learn?

                           STEVE
               How to kiss ass.

                                                       (CONTINUED)

-----------------------------------------------------------------------------------------------------
                                                            p. 48


     Steve crumples at the letter and tosses it.  Angrily he opens 
     his locker.  Pasted on the locker door we see photos of 
     Jasmine next to the photos of the space shuttle, Apollo 
     Missions, and a NASA insignia bumper sticker.

     As Steve stuffs his jacket into the locker, something falls 
     out.  Before Steve can grab it, Jimmy snatches it up first.

                           JIMMY
                    (embarrassed)
               Jasmine has this thing for dolphins.  
               I had them make it...

                           STEVE
               I thought you said you were doing to 
               break it off.

     Steve snatches it back, embarrassed.

                           JIMMY
               Steve, listen to me, you're never 
               gonna get to fly the space shuttle 
               if you marry a stripper.

     Steve knows he's right.  He's torn.

                                                          CUT TO:

94   EXT. WHITE HOUSE - MOMENTS LATER - NIGHT                      94   

     The Olds stops near the White House.  From here we can SEE 
     tanks and armed patrols.  A small group of protesters have 
     gathered, upset about the military hardware.  Signs: "Don't 
     provoke" "Violence begets Violence."

95   INT. ODS - CONTINUOUS                                         95   

     David adjusts a small portable satellite, connecting it to 
     his phone and laptop computer.

                           MOISHE
               So, you want to ring the bell or 
               should I?

     David flips open the phone, dials the number on the screen.

                           DAVID
               Perfect, she's using it.

                           MOISHE
               It's perfect the line is busy?

                                                       (CONTINUED)

-----------------------------------------------------------------------------------------------------
                                                            p. 49


                           DAVID
               Yes.  I can use the signal to 
               triangulate her exact position in 
               the White House.

                           MOISHE
               You can do that?

     Shooting his father a look.

                           DAVID
                    (sarcastic)
               All cable repairmen can.

96   INT. WHITE HOUSE - HALLWAY - MOMENTS LATER                    96   

     Constance is just finishing a call on her cellular phone.

                           CONSTANCE
               ...Sally, take my cat with when you 
               leave.  No I'm staying here at the 
               White House.  Take care.

     The moment she hangs up, it RINGS.  Surprised, she answers.

                           CONSTANCE (CONT'D)
               What?

                           DAVID
                    (filtered)
               Connie, don't hang up.

                           CONSTANCE
               David?  How'd you get this number?

                           DAVID
               Walk to the window.  Right in front 
               of you.

     Constance looks up to the large glass windows.  She walks 
     over to it, looking out.

                           CONSTANCE
               What am I looking for?

     CONSTANCE'S POV - STREET - OLDS - DAVID

     Between two of the tanks outside, Constance can SEE David 
     standing on top of the Olds across the street.  Moishe steps 
     out, waves.  Constance is stunned.

                                                       (CONTINUED)

-----------------------------------------------------------------------------------------------------
                                                            p. 50


                           CONSTANCE (CONT'D)
                    (to herself)
               How does he do that?

                                                          CUT TO:

97   INT. BRENNON TRAILER - NIGHT                                  97   

     Sulking, Alicia sits in back with he walkman on.  Troy sleeps 
     while Miguel drives.  Suddenly Miguel his the brakes, as 
     something comes SAILING DOWN FROM THE SKY.

     We realize it's the B-WING PLANE landing on the stretch of 
     roadway directly in front of them.

98   EXT. ROADWAY - CONTINUOUS                                     98   

     The plane lands, skids into a turn.  Russell jumps out, walks 
     over to the trailer.  We can tell he's drunk again.

                           MIGUEL
               They let you out?

                           RUSSELL
               Just what the hell do you think you're 
               doing?

     Miguel moves to meet Russell away from the trailer, not 
     wanting the others to hear.

                           MIGUEL
               We're leaving, don't try and stop 
               us.

                           RUSSELL
               You're not going anywhere.  You hear 
               me?  I'm still your father.

     Miguel explodes, this has been building up for some time.

                           MIGUEL
               No, you're not!  You're just the man 
               who married my mother.  You're nothing 
               to me!

     Russell is momentarily silent, stunned.  Recovering...

                           RUSSELL
               Troy's still my son no matter how 
               you feel about me.

                                                       (CONTINUED)

-----------------------------------------------------------------------------------------------------
                                                            p. 51


                           MIGUEL
               For once in your life think about 
               what's best for Troy.  Who has to 
               beg for money to buy him medicine 
               when you screw up?  Who?

     Suddenly we hear glass CRASHING.  Both men spin to find Troy 
     standing behind them.

                           TROY
               Stop it!  I'm not a baby!  I don't 
               need your stupid medicine.  I don't 
               need anyone to take care of me!

     Miguel leans down to see the broken MEDICINE BOTTLE on the 
     floor.  Miguel rushes over to him, furious.

                           MIGUEL
               You know what this stuff costs?  Do 
               you want to get sick again!?  Do 
               you!?

     Frustrated, Miguel shoves Troy aside and heads back into the 
     trailer.  Wobbly from the drinking, Russell stands there 
     pathetically, watching.

99   EXT. ANDREWS AIR FORCE BASE - NIGHT                           99   

     A large group of press rush over toward FOUR APACHE 
     HELICOPTERS, each refitted with a large LIGHT BOARDS, as 
     they slowly lift off the ground.  Cameras flash, reporters 
     yell questions to the Officers assigned to keep them at bay.

     Several news organizations do stand up remotes.  We TRACK 
     past them to the CNN crew.

                           CNN REPORTER
               What you see behind me are four Apache 
               helicopters...

100   INT. BRIEFING ROOM - WHITE HOUSE - SAME                     100   

     On the television plays the CNN broadcast.  The reception is 
     intermittently disrupted.

                           CNN REPORTER
                    (filtered through 
                    T.V.)
               ...each has been refitted with what 
               Pentagon officially hope will be our 
               first step in communicating with the 
               alien craft...

                                                       (CONTINUED)

-----------------------------------------------------------------------------------------------------
                                                            p. 52


     We WIDEN to reveal a large contingent of military personnel 
     along with the President's chief advisors gathered around 
     several monitors, (the center monitors are momentarily blank).

     Suddenly everyone snaps to attention as the President enters.

                           PRESIDENT
               Where are we?

                           GENERAL GRAY
               They're in the air.

                                                          CUT TO:

101   INT. OFFICE OF THE COMMUNICATIONS DIRECTOR - SAME           101   

     Moishe inspects a photo of Constance with the President, 
     impressed he nods with approval.

                           MOISHE
                    (to himself)
               Very nice.

     Constance is looking at David's laptop displaying the 
     breakdown of the alien signal.

                           CONSTANCE
               And when is the countdown supposed 
               to expire?

                           DAVID
                    (checking)
               Fifty six minutes, forty five seconds.

     Constance runs her fingers through her hair, exasperated.

     Moishe turns, listens.

                           CONSTANCE
               What do you want me to do?

                           DAVID
               I want you to leave with us.

     Right now.

                           CONSTANCE
               I can't leave.  We have to tell this 
               to the President.

                           DAVID
               He's not going to listen to me.

     Surprised at his son, Moishe steps forward.

                                                       (CONTINUED)

-----------------------------------------------------------------------------------------------------
                                                            p. 53


                           MOISHE
               Sure he'll listen.  Why wouldn't he?

                           DAVID
               Because last time I saw him I punched 
               him in the face.

                           MOISHE
               You punched the President in the 
               face?

                           DAVID
               He wasn't the President then.

                           CONSTANCE
               David thought I was having an affair, 
               which I wasn't.

                           MOISHE
               Punched the President?  Oh my god.

                           APACHE HELICOPTERS
               ZOOM by overhead.  In the distance 
               we see they are headed for the 
               enormous alien craft.

102   INT. HELICOPTER - PILOT - CONTINUOUS                        102   

     The PILOT adjusts his radio.

                           PILOT
               Echo one, we are closing in.

103   EXT. SKIES - CONTINUOUS                                     103   

     The choppers alter their formation, aligning themselves 
     alongside one another.  As the helicopters near the craft, 
     we see how tiny they appear against the gargantuan space 
     ship.

104   INT. HALLWAY - ELEVATORS - WHITE HOUSE - MINUTES LATER      104   

     The elevator doors open and Moishe steps out, overwhelmed 
     and impressed.  Constance leads them down the hall.  Moishe 
     turns to David, whispers.

                           MOISHE
               If I had known I was going to meet 
               the President, I'd a worn a tie.  
               Look at me, I look like a schlemiel.

                                                       (CONTINUED)

-----------------------------------------------------------------------------------------------------
                                                            p. 54


105   INT. OVAL OFFICE - CONTINUOUS                               105   

     The Office is empty as the trio walks in.  Moishe can't 
     believe he's in there.  He straightens himself up, combs his 
     hair.

                           CONSTANCE
               Wait here.  I'll be right back.

     David sets up his laptop.

                           MOISHE
               Not on his desk.

106   INT. BRIEFING ROOM - NIGHT                                  106   

     The middle monitors are now on.  They show the night vision 
     POV of the helicopters as they approach.  On the side monitors 
     we SEE the various news broadcast of this event.

                           NEWSCASTER
                    (filtered)
               ...the helicopters are making their 
               final approach...

     On the middle monitor, through the night vision camera on 
     the lead helicopter we SEE the side of the craft as the 
     helicopters near. Everyone in the room watches, tense.

     Constance enters and kneels down next to the President, 
     whispering in his ear.  The President gets up and follows 
     Constance.  Chief of Staff Nimziki objects.

                           NIMZIKI
               You're leaving now?

     The President silences him with a look.  As they exit.

                           CONSTANCE
               I don't know how you put up with 
               him.

                           PRESIDENT
               He used to run the NIA.  He knows 
               where all the bones are buried.  
               Comes in handy.

                           CONSTANCE
               I'll bet.

107   INT. OVAL OFFICE - SAME                                     107   

     The door flies open and Constance and the President enter.

                                                       (CONTINUED)

-----------------------------------------------------------------------------------------------------
                                                            p. 55


     The moment President Whitmore sees David, he freezes.

                           PRESIDENT
               What the hell's he doing here?

     Moishe, bursting, steps forward.

                           MOISHE
               Moishe Martinsburg, Mr. President.

                           CONSTANCE
               My ex-husband works in satellite 
               communications.

                           PRESIDENT
               I don't have time for this...

     With a BANG, David suddenly KNOCKS everything off the 
     President's desk and starts to draw on the ink blotter.

                           DAVID
               It's about "Line of sight," Mr. 
               President...

     David draws a circle representing Earth and a smaller circle 
     just away from it.  The President reluctantly nears.

                           DAVID (CONT'D)
               ...If you wanted t coordinate with 
               ships all over the world, you couldn't 
               send one signal to every place at 
               the same time.  That's called line 
               of sight...

     Drawing a line from the ship of either side of the Earth, we 
     SEE that you could not send a signal to the other side.

                           DAVID (CONT'D)
               ...you'd need to relay your signal 
               using satellites...

     David draws small satellites surrounding Earth.

                           DAVID (CONT'D)
               ...to reach each ship.  I have found 
               a signal hidden inside our own 
               satellite network.

     Suddenly an aide, ALEX, appears in the doorway.

                           ALEX
               Excuse me, Mr. President.  They're 
               starting.

                                                       (CONTINUED)

-----------------------------------------------------------------------------------------------------
                                                            p. 56


     The President turns to the monitor in his office.  We SEE 
     the helicopters turning on the light boards affixed to the 
     front of their cockpits.  He turns back to David.

                           DAVID
               Mr. President, they are using our 
               own satellites against us and the 
               clock is ticking.

108   EXT. HELICOPTERS - SAME - NIGHT                             108   

     The large light panels TURN ON, multi-colored lights slowly 
     begins to flash in a repeating sequential patterns.

     REVERE ANGLE - HELICOPTERS AND SPACE CRAFT

     The helicopters are puny little specs next to this Goliath.

     The light boards continues to FLASH but there is no reaction 
     from the ship.

109   INT. BRIEFING ROOM - SECONDS LATER                          109   

     Everyone is glued to the monitors as the President storms 
     in.

                           PRESIDENT
               General Grey, co-ordinate with 
               Atlantic Command.  Tell them they 
               have twenty five minutes to get as 
               many people out of the cities as 
               they can.

                           GENERAL GREY
               But Mr. President...

                           PRESIDENT
               And get those helicopters away from 
               the ship.  Call them back immediately.

     General Grey obeys, turning to an assistant who quickly grabs 
     a phone.  Nimziki steps up to the President.

                           NIMZIKI
               What the hell's going on?

                           PRESIDENT
               We're leaving.

     An AIDE motions to the monitors.

                           AIDE
               They're responding.

                                                       (CONTINUED)

-----------------------------------------------------------------------------------------------------
                                                            p. 57


     The room goes silent, everyone turns to the monitors.

     MONITOR - NEWS PROGRAM & NIGHT VISION VIDEO

     On all screens we SEE the space ship as a long thin line of 
     WHITE LIGHT suddenly emits from the side of the craft, 
     illuminating the four Apache Helicopters.

110   EXT. APACHE HELICOPTERS - SAME                              110   

     The light boards are overpowered by the bright light coming 
     from the space craft.  Suddenly with a loud SCREECHING NOISE, 
     the white light spills out as the huge OPENING unfolds at 
     the side of the craft.

     The four helicopters have to flight to hold their positions, 
     as something powerful emits from the schism in the ship.

     Then like a gigantic bug-zapper, the four pesky little Apache 
     Helicopters are BLOWN OUT OF THE SKY, one by one.  They leave 
     no time to retreat.

111   INT. HOTEL SUITE - NIGHT                                    111   

     Mrs. Whitmore packs her bag, as the horrifying image of the 
     destruction of the helicopter replays on the T.V.

                           SECRET SERVICEMAN
               Mrs. Whitmore?  The President has 
               ordered the evacuation.  We have to 
               leave, now.

     She slams her valise SHUT and quickly exits.

                           POLICE HELICOPTER
               SOARS over us, headed directly for 
               downtown Los Angeles.

112   EXT. ROOFTOP - SAME                                         112   

     The UFO true believers are still there, holding up their 
     signs.  Making her way through several of them we see Tiffany.

     She looks up to the spacecraft above.

                           TIFFANY
                    (awed)
               It's beautiful.

     She digs her drawing of an alien out of her purse as she 
     excitedly rushes up to the others.  She holds it up to the 
     sky, proudly.

                                                       (CONTINUED)

-----------------------------------------------------------------------------------------------------
                                                            p. 58


                           POLICE HELICOPTER
               From out of nowhere the helicopter 
               LIFTS up over the side of the 
               building, shining its spotlight down 
               the believers below.

                           POLICE (P.A.)
               ...we are evacuating the city.  Please 
               leave the building at once.

     The sign holders begin to "boo" the police, ignoring them.

113   EXT. CITY STREET - PASADENA THROUGHWAY - SAME               113   

     The freeway is packed on both sides, every car headed out of 
     town.  There is no opposing traffic.

114   INT. JASMINE'S CAR - SAME                                   114   

     Dylan holds Boomers as Jasmine drives.  The news plays over 
     her car radio.

                           RADIO VOICE
               ...authorities have called for a 
               complete evacuation of Los Angeles 
               County.  People are advised to avoid 
               the highways whenever possible.

                           JASMINE
               Now he tells me.

115   EXT. WHITE HOUSE - SAME                                     115   

     The President stops on his way to the Presidential helicopter 
     as an aide brings his daughter outside.  The President ushers 
     her into the helicopter.  He turns back and see a military 
     guard holding back Moishe and David.

                           PRESIDENT
               They're okay.  Let them on!

116   INT. HELICOPTER - CONTINUOUS                                116   

     The President steps inside, turns to General Grey.

                           PRESIDENT
               Is my wife in the air?

                           GENERAL GREY
               She should be shortly.

     David flips open his laptop which reads: 09:07. 09:06...

                                                       (CONTINUED)

-----------------------------------------------------------------------------------------------------
                                                            p. 59


117   EXT. WHITE HOUSE LAWN - HELICOPTER - CONTINUOUS             117   

     The Presidential helicopter lifts off as several other 
     helicopters wait behind, people filing into them.

118   EXT. ROOFTOPS - LOS ANGELES - SAME                          118   

     The Police helicopter is still flashing their lights at the 
     UFO believers who refuse to budge.  Suddenly the entire 
     rooftop is BATHED IN WHITE LIGHT.  They all grow silent 
     staring up at the craft.

     Above them another SCHISM has opened at the bottom of the 
     craft, the white light spilling out.

     As though the heavens had opened, the UFO believers lift 
     their arms, waiting to be taken.

                           BELIEVERS
               Take me!  No, take me!  Take me!

     Slowly, this beam of light from the base of the ship 
     INTENSIFIES directly on the top of this building.

119   EXT. HELIPORT - SAME                                        119   

     Standing on this rooftop heliport directly across from the 
     UFO believers, the First Lady watches them, concerned.

                           SECRET SERVICEMAN
                    (yelling over 
                    helicopter)
               Mrs. Whitmore!

     Reluctantly, the First Lady turns and runs for the helicopter.

     The door is shut and the helicopter takes off.

120   EXT. THE CAPITOL BUILDING - SAME                            120   

     With a ROAR, the Presidential helicopter ZOOMS past, behind 
     it we see an enormous SCHISM opening beneath the space craft.

121   EXT. WHITE HOUSE - SAME                                     121   

     Alex is helping people get onto the remaining helicopters.

     Suddenly he is bathed in WHITE LIGHT.  He looks up and sees 
     the SCHISM, its WHITE BEAM coming directly down upon the 
     White House.

                                                       (CONTINUED)

-----------------------------------------------------------------------------------------------------
                                                            p. 60


122   EXT. EMPIRE STATE BUILDING - SAME                           122   

     The pinnacle of this landmark is abruptly illuminated in 
     WHITE LIGHT.  We PAN UP to the space craft above, the beam 
     intensifying from the SCHISM below the ship.

123   EXT. ANDREWS AIR FORCE BASE - SAME                          123   

     The Presidential helicopter lands.  The President and his 
     group are ushered over to AIR FORCE ONE which stands only 
     hundred yard away.

124   INT. AIR FORCE ONE - SAME                                   124   

     The door OPENS and the President and his advisors rush in.

     David flops down into a seat, quickly flips open his laptop 
     which reads: 00:05, 00:04...

125   EXT. ROOFTOP - LOS ANGELES - SAME                           125   

     As the light amplifies, the believers chant, louder and 
     louder.  Suddenly the white light DISAPPEARS.  The believers 
     are stunned.  In a brief moment it is replaced with a BLAST.

     A DESTRUCTION BEAM BLASTS down onto the rooftop, splintering 
     everything there, Police helicopter included, into a billion 
     tiny particles.

     Tiffany is he epicenter, from here the WALL OF DESTRUCTION 
     GROWS outwardly, destroying everything in its path.

126   EXT. EMPIRE STATE BUILDING -  SAME                          126   

     Just as the BLAST HITS, the historic building is DECIMATED.

127   EXT. WHITE HOUSE LAWN -  SAME                               127   

     Alex shuts the door on a helicopter.  As he steps back the 
     white light VANISHES.  He looks up as the BLAST replaces the 
     beam.

     ANGLE - WHITE HOUSE

     Just as one of the helicopters pass us, the White House

     SPLINTERS BEFORE OUR EYES.

128   EXT. ANDREWS - RUNWAY - AIR FORCE ONE - SAME                128   

     Air Force One quickly taxis down the runway toward us.

     Behind them in the distance we can SEE the DESTRUCTIVE beam 
     GROWING OUTWARDLY from the epicenter.

                                                       (CONTINUED)

-----------------------------------------------------------------------------------------------------
                                                            p. 61


     THE CAPITOL BUILDING

     The WALL OF DESTRUCTION reaches the Capitol Building, 
     fragmenting into a trillion particles.

     THE PENTAGON

     Washed under the WALL OF DESTRUCTION, the Pentagon, too, is 
     blown to smithereens.

129   INT. AIR FORCE ONE - SAME                                   129   

     Thick with tension.  Everyone is white-knuckled, anxious for 
     take off as they taxi quickly down the runway.

130   EXT. ANDREWS - RUNWAY - AIR FORCE ONE                       130   

     Air Force one, full throttle.  It LIFTS OFF just in time to 
     miss the WALL OF DESTRUCTION as it rips apart the airport 
     behind them, dangerously close.

     WIDE ANGLES - WASHINGTON, D.C.

     We SEE the WAVE OF DESTRUCTION growing outwardly from the 
     epicenter, ENGULFING ALL OF WASHINGTON.

     Air Force One is just barely making it out in time.

131   EXT. PASADENA FREEWAY - SAME                                131   

     Jasmine's car is caught in traffic just outside the tunneled 
     underpass at the Griffith Park Mountains.

                           RADIO NEWSMAN
                    (filtered)
               ...My God.  It's destroying everything 
               in its path.  Widening...

     Suddenly the radio CUTS OUT.  Jasmine turns around and SEES...

     JASMINE'S POV - FREEWAY & DOWNTOWN

     Far off the devastation of downtown can be seen.  The WALL 
     OF DESTRUCTION growing towards us.

     Reacting, Jasmine grabs Dylan and dashes out of the car.

     Boomer follows.  Every driver who can, jumps out of their 
     cars, running in all directions.

     Jasmine heads for the tunnel.

     ANGLE - FREEWAY

                                                       (CONTINUED)

-----------------------------------------------------------------------------------------------------
                                                            p. 62


     The grid-locked cars have nowhere to run as the WALL OF 
     DESTRUCTION grows out from downtown.  All the cars are WIPED 
     OUT in a row, sitting ducks.

     ANGLE - OVERPASS - BRIDGES

     Packed with cars.  They're quickly demolished as the WALL OF 
     DESTRUCTION blasts by.

132   INT. TUNNEL - SAME                                          132   

     Jasmine turns back from the tunnel entrance.

     JASMINE'S POV - WALL OF DESTRUCTION

     Ever nearing, only moments away.

     Jasmine spots an open MAINTENANCE ALCOVE deep within the 
     tunnel.  She runs to it, puts Dylan inside and climbs in 
     after him.

     Leaning back out, Jasmine looks for Boomer who stares at 
     her, wagging his tail.

                           JASMINE
               Boomer, come.  Come boy!

     Boomer LEAPS inside and Jasmine ducks to the side of the 
     WALL OF DESTRUCTION hits the tunnel entrance, cars are JAMMED 
     TOGETHER, SMASHING into one another.

     Suddenly the car ARE BLOWN CLEAR THROUGH THE TUNNEL like so 
     many toy Hot Wheel cars.

     Inside the Maintenance alcove, Jasmine shields Dylan and 
     Boomer with her body.

133   EXT. MANHATTAN - WIDE ANGLE - SAME                          133   

     From a distance we WATCH as all of Manhattan is consumed 
     from its center outwardly by the growing WALL OF DESTRUCTION.

     Within seconds all of Manhattan is gone.

     The WALL OF DESTRUCTION reaches its outer most edges and 
     fades away.

     The SCHISM under the craft slowly CLOSES.  The ship now hovers 
     over a completely wiped out Manhattan.

                                                       (CONTINUED)

-----------------------------------------------------------------------------------------------------
                                                            p. 63


     SLOW DISSOLVE:

134   INT. BRENNON TRAILER - PRE-DAWN                             134   

     A hand adjusts the trailer radio.

                           RADIO
                    (filtered)
               ...reports are unclear as to the 
               extent of the devastation, but from 
               all accounts, Los Angeles, Washington 
               and New York have been left in 
               ruins...

     Russell shoots a worried look over to Miguel.  Suddenly Troy 
     moves up to the front on wobbly legs.

                           TROY
               Guys, I don't feel so good.

                           RUSSELL
               When was the last time you had your 
               medicine?

                           TROY
               Four days... five?

     Troy looks really sick.  Miguel is shocked.

                           MIGUEL
               But I gave you some this morning.

                           TROY
               I didn't take it.  I thought I didn't 
               need it anymore.

135   EXT. DESERT HIGHWAY - SAME                                  135   

     The trailer, with Russell's Bi-wing in tow, pulls over.  
     Troy rushes out, vomiting on the side of the road.  Miguel 
     comes to his aide.  Russell steps out and walks to the curve 
     in the highway.

                           RUSSELL
               Miguel?  Come take a look at this.

     Reluctantly Miguel leaves his brother's side.

                                                       (CONTINUED)

-----------------------------------------------------------------------------------------------------
                                                            p. 64


     POV - RUSSELL AND MIGUEL

     Below an entire valley filled with campers, trailers and 
     busses.  An instant refugee city, if you will, for as far as 
     the eye can see.  Spectacular.

                                                          CUT TO:

136   INT. EL TORO - BRIEFING ROOM - MORNING                      136   

     Thirty-five pilots are being briefed by their Commanding 
     Office, CAPTAIN WATSON who points to a fuzzy photograph of 
     the craft over Los Angeles.

                           WATSON
               You will be the first wave in our 
               counter attack.  Though surveillance 
               satellite reconnaissance has been 
               impaired, we have a fix on our primary 
               target.

     Steve and Jimmy sit next to each other near the back of the 
     room

                           STEVE
                    (whispered)
               You won't exactly need radar to find 
               it.

     Jimmy chuckles.  Watson is annoyed.

                           WATSON
               You want to add something to this 
               briefing, Lt. Hill?

     Steve smiles confidently.

                           STEVE
               Sorry, Sir.  Just real anxious to 
               kick some alien ass.

     Everyone chuckles, including Captain Watson.

137   EXT. EL TORO MARINE CORPS AIR STATION - MOMENTS LATER       137   

     Huge hangar doors open revealing an F/A-18 HORNET, one of 
     the U.S.A.F.'s elite.

     TARMAC - OVERHEAD SHOT

     Thirty F/A-18s await take off on the tarmac as Technicians 
     and Flight Crews race for position.

     ENGINE BLAST

                                                       (CONTINUED)

-----------------------------------------------------------------------------------------------------
                                                            p. 65


     The heat waves momentarily obscure our view as the F/A-18s 
     take to the air.

138   INT. AIR FORCE ONE - SAME                                   138   

     The President is deeply contemplative.  Constance sits down 
     next to him.  She knows what he's thinking.

                           CONSTANCE
               You saved a lot of lives.

                           PRESIDENT
               I could have evacuated the cities 
               hours ago.
                    (beat)
               You know, when I flew in the Gulf 
               War everything was simple.  We knew 
               what we had to do.  It's not simple 
               anymore, Connie.  A lot of people 
               died today.  How many didn't have 
               to?

     Constance realizes there's no comforting him.  She supports 
     him silently by being there.  General Grey comes over.

                           PRESIDENT (CONT'D)
               Any news on my wife?

                           GENERAL GREY
               The helicopter never arrived at Nellis 
               and there's been no radio contact.

     The news rocks the President.  They both know what that means.

                           GENERAL GREY (CONT'D)
               The fighters are in the air.

     Whitmore nods and follows the General to the back of the 
     plane.

     COMMAND CENTER - AIR FORCE ONE

     Military Command has been set up on Air Force One, a kind of 
     flying NORAD.  Military and technical crew are seated at the 
     controls.  Nimziki is already there.

                           GENERAL GREY (CONT'D)
               All satellites, microwave and ground 
               communications with the cities are 
               gone.  We believe we're looking at a 
               total loss.

     Maintaining his composure, the President looks up at the 
     many tracking screens.

                                                       (CONTINUED)

-----------------------------------------------------------------------------------------------------
                                                            p. 66


                           PRESIDENT
               Where are they?

                           GENERAL GREY
                    (pointing)
               ETA with target; four minutes.

139   EXT. BLUE SKIES - TACTICAL FIGHTERS - SAME                  139   

     Five F/A-18 fighters move into frame.  As we WIDEN we REVEAL 
     a total of 30 F/A-18s in attack formation, destination Los 
     Angeles.

140   INT. STEVE'S FIGHTER - SAME                                 140   

     Steve pulls a long cigar out of his breast pocket.

                           STEVE
                    (into radio)
               Jimmy crack corn, do you have victory 
               dance?

141   INT. JIMMY'S FIGHTER - SAME                                 141   

     Jimmy pulls his cigar out.  Examines it.

                           JIMMY
                    (into radio)
               That is an affirmative.  I have 
               victory dance. Mmmmmmm.

                           STEVE
                    (filtered)
               Don't get premature on me, Jimmy.  
               We don't light up 'til the Fat Lady 
               sings.

                           JIMMY
               I hear you.

142   INT. AIR FORCE ONE - PASSENGER SECTION - SAME               142   

     Air sick, David holds a "barf bag" as Moishe talks.

                           MOISHE
               It's Air Force One for crying out 
               loud.  Still he gets sick?

                           DAVID
               Moishe, please, don't talk.

     Moishe pats his belly.

                                                       (CONTINUED)

-----------------------------------------------------------------------------------------------------
                                                            p. 67


                           MOISHE
               Look at me, like a rock.  Good 
               weather, bad, doesn't matter.
                    (motions with his 
                    hands)
               We can go up and down, back and forth, 
               side to side...

     David can't take any more of this story and takes off running 
     for the bathroom.

                           MOISHE (CONT'D)
               What I say?

     Constance comes over, sits next to Moishe.

                           CONSTANCE
               He still gets air sick, huh?  In all 
               of this I didn't get the chance to 
               thank you two.

                           MOISHE
               Think nothing of it, Spanky.

     Constance smiles, corrects him.

                           CONSTANCE
               Spunky.  He told you about that?

                           MOISHE
                    (nods)
               All he could think about was getting 
               to you.  There's still love there I 
               think.

                           CONSTANCE
                    (sadly)
               Love was never our problem.

                           MOISHE
               All you need is love.  John Lennon.  
               Smart man.  Shot in the back, very 
               sad.

143   EXT. SKIES - SAME                                           143   

     In the distance we can see the devastated Los Angeles, the 
     space craft still hovering above it.  The Fighters zoom into 
     frame.

144   INT. STEVE'S FIGHTER - SAME                                 144   

     Steve looks down, becomes worried.

                                                       (CONTINUED)

-----------------------------------------------------------------------------------------------------
                                                            p. 68


                           STEVE
               I shouldn't have left her.

                           JIMMY
                    (filtered)
               Don't worry, big guy.  I'm sure she 
               got out of here before it happened.

     Steve nods absently.

                           STEVE
               Let's lock and load.

145   INT. AIR FORCE ONE - SAME                                   145   

     The center F/A-18 on the radar map begins to FLASH yellow, 
     just under its image.  We SEE a video display of its FLIR 
     (forward-looking infrared) targeting system, locked on.

                           TECHNICIAN
               Los Angeles attack squadron has AMRAAM 
               missiles locked on target.

                           TECHNICIAN #2
               Washington and New York squadrons, 
               reporting lock on.

                           GENERAL GREY
               Fire at will.

146   EXT. STEVE'S FIGHTER - SAME                                 146   

     An Advanced Medium-Range Air-to-Air Missile (AMRAAM) DROPS 
     down from the underbelly of the fighter, DARTING OFF.

     Radar targeted, the missile BANKS hard, adjusting.  We SEE 
     it is joined by FOURTEEN other missiles, all rocketing towards 
     their target.

147   EXT. ALIEN SHIP - SECONDS LATER                             147   

     The missiles are headed straight for the alien ship.

     Suddenly about a quarter mile before they reach it, they 
     EXPLODE, as though blown out of the sky.

     When the smoke clears we see there has been zero damage.

148   INT. STEVE'S FIGHTER - SAME                                 148   

                           STEVE
               Damn it!

                                                       (CONTINUED)

-----------------------------------------------------------------------------------------------------
                                                            p. 69


                           JIMMY
                    (filtered)
               I didn't even see them fire!

                           STEVE
               Command, Eagle One.  Switching to 
               "sidewinders."  We're moving in.

149   EXT. SKIES - SAME                                           149   

     In unison these amazing birds DIVE together, realigning 
     themselves into six groups of five, spreading out to attack 
     different areas of the ship.

     STEVE'S GROUP

     The first attack group, Steve's, are the first to near the 
     colossal alien craft. Simultaneously they drop their AIM-9 
     sidewinder missiles.

     PACK OF AIM-9 SIDEWINDER MISSILES

     They reach the same quarter-mile proximity and EXPLODE.

150   INT. STEVE'S FIGHTER - SAME                                 150   

                           STEVE
               They must have some kind of protective 
               shield surrounding their hull.  Pull 
               up.

     Most of the fighters do, but one is too late and SMASHES 
     into the ship's protective shield.

151   EXT. SKIES - SAME                                           151   

     Steve's squadron BANKS hard, skirting the edge of the ship's 
     protective shield.

     As the fighters approach, the alien ship's enormous ATTACK 
     BAY doors OPEN.  Suddenly DOZENS OF ALIEN ATTACKERS dart out 
     towards our fighters.

                           STEVE
                    (filtered)
               Evasive maneuvers!  Check Six!

     Just moving away in time, our Fighters barely dodge the 
     oncoming enemy Attackers as they FIRE a HAILSTORM of FIREPOWER 
     (tracker bullet-like lasers) showering the sky.

     As Steve's plane DIVES, an Attacker follows.  Jimmy's plane 
     pulls up behind the attacker.

                                                       (CONTINUED)

-----------------------------------------------------------------------------------------------------
                                                            p. 70


     HEADS UP DISPLAY - HUD

     Jimmy's HUD has the alien attacker in his sights.

                           JIMMY
                    (filtered)
               Got you covered, Stevie.

     Jimmy FIRES, another AIM-9 Sidewinder TAKES OFF.

     ALIEN ATTACKER

     The Sidewinder overtakes the attacker as Steve ROLLS AWAY 
     out of position.  Five yards before the sidewinder can get 
     to the Attacker, it EXPLODES.

                           JIMMY (CONT'D)
               Shit!  They've got shield too.

     STEVE'S FIGHTER

     Banks back around to get a shot.  Just as he turns, three 
     American Fighters are BLOWN TO RIBBONS from Attacker tracer 
     fire.

     The Attackers are in hot pursuit of Jimmy's fighter.  The 
     Fighter flying next to Jimmy is DEMOLISHED.

                           STEVE
               Jimmy, roll right.  I'll cover.

     Jimmy's fighter narrowly rolls away from the tracer fire as 
     Steve fires another Sidewinder, momentarily distracting the 
     Attacker.

     Jimmy falls in line with Steve as the attackers turn on them.

     Both fighters jerk downwards at a ninety degree angle at 
     MACH ONE.  Narrowly missing the ground, they bank away.  The 
     Attackers can't follow.

152   INT. AIR FORCE ONE - SAME                                   152   

     Fighter after fighter begin to disappear from the display 
     screens.

                           CONSTANCE
               We're losing them.

                           PRESIDENT
               Then get them out of there.

     Suddenly one of the large radar display maps FIZZLES OUT.

                                                       (CONTINUED)

-----------------------------------------------------------------------------------------------------
                                                            p. 71


                           TECHNICIAN
               We've lost the satellite.

     Before he can adjust, another monitor FIZZLES AWAY.

153   EXT. LOS ANGELES - SAME                                     153   

     One by one we SEE the fighters getting TAKEN OUT.  Fireballs 
     litter the laser-tracer fire covered skies.

                           STEVE
               Maybe we can out run them.  Follow 
               my lead.

     Jimmy and Steve bank away from the craft, hit the supercruise, 
     BOLTING AWAY at Mach 2.

     Both  Jimmy and Steve are held tight against their seats, 
     straining against the G-Force.

     Two Attackers spot them and follow in hot pursuit.

     Steve and Jimmy are flying at breakneck speeds, the attackers 
     slowly gaining on them.

                           STEVE (CONT'D)
               Jimmy, kick it!  They're gaining.

                           JIMMY
               We're already over Mach 2!

                           STEVE
               So push it!

     Readouts show the  planes flying beyond measurement.

154   INT. JIMMY'S FIGHTER - SAME                                 154   

     As the  planes accelerate, Jimmy fights to remain conscious.

                           JIMMY
               Stevie... I can't...

                           STEVE
               Jimmy, stay with me.

     Jimmy slowly loses consciousness.  His fighter slows, drifting 
     off to the right.

                           STEVE (CONT'D)
               JIMMY!

     ALIEN ATTACKERS

                                                       (CONTINUED)

-----------------------------------------------------------------------------------------------------
                                                            p. 72


     gain on them.  One catches up with Jimmy's fighter and FIRES.

     JIMMY'S FIGHTER

     Laser-tracers SHOWER the Fighter.  It EXPLODES.  Job done, 
     his Attacker banks away, returning to Los Angeles.

                           STEVE (CONT'D)
               No!!!!

     Steve's Attacker stays right with him, slowly gaining.  Steve 
     kicks his harder, keeping the distance.

                                                          CUT TO:

155   INT. EL TORO - AIR TOWER - SAME                             155   

     A radar OPERATOR spots something on his screens.  He turns 
     to Captain Watson.

                           OPERATOR
               We have incoming.

                           WATSON
               Friendly?

                           OPERATOR
               I don't think so.

     Watson hits an alarm which ROARS.

156   EXT. EL TORO - TARMAC - SECOND LATER                        156   

     A dozen PILOTS race out onto the field, running for their 
     planes.  Before anyone can reach them, the sky darkens with 
     ALIEN ATTACKERS who STRAFE the runway.

157   INT. TOWER - SAME                                           157   

     Through the front glass of the tower we SEE the Attackers 
     firing.  One fires directly at the tower.  Watson DIVES for 
     cover as everything around him erupts into a gigantic 
     FIREBALL.

     WIDE ANGLE - EL TORO

     The entire base goes up in flames.

                                                          CUT TO:

158   EXT. SKIES - FIGHTER & ATTACKER - SAME                      158   

     Steve looks down over the side of his fighter.

                                                       (CONTINUED)

-----------------------------------------------------------------------------------------------------
                                                            p. 73


     STEVE'S POV - THE GRAND CANYON - SAME

     Steve HITS THE BRAKES.  Surprised, the Attacker SAILS PAST.

     Taking the moment, Steve DIVES down INTO THE GRAND CANYON.

                           STEVE
                    (to himself)
               Okay, jerk-off.  Let's have some 
               fun.

     The Attacker recovers, dives after Steve who flies dangerously 
     close to the canyon walls.  The Attacker has trouble keeping 
     up with him but does.

     Steve puts on a clinic in advanced aerobatics, banking, 
     diving, swerving.

     The Attacker seems to be improving, following closer and 
     closer.

     Steve ducks into smaller canyons, twisting sideways.  Still 
     the Attacker follows close.

     FUEL GAUGE - RUNNING LOW

     Near empty.  Frustrated, Steve gets pissed.

                           STEVE (CONT'D)
               Damn it!

     Steve turns down a dead and side canyon.  The Attacker is 
     right on his tail.

                           STEVE (CONT'D)
               Let's see if you're fully equipped.

     The Fighter is on a collision course with the end of the 
     canyon wall.  Suddenly Steve yanks his ACES II - EJECTION

     SEAT.

     Stave SAILS UPWARDS into the air.

     The Fighter CRASHES into the canyon wall.

     The Attacker can't turn in time.  He tries to pull up, over 
     it, just misses the top of the canyon wall.

     As the nose of the Attacker hits the tip of the canyon wall 
     the Attacker is FLIPPED OVER, ROLLING END OVER END over the 
     top of the canyon.

     The parachute on Steve's ejection seat pops OPEN.

                                                       (CONTINUED)

-----------------------------------------------------------------------------------------------------
                                                            p. 74


159   EXT. TOP OF CANYON - CONTINUOUS                             159   

     Rolling end over end, the Attacker is banged up BADLY as it 
     finally comes to a stop.

     Not far away, Steve has a quick, hard, landing.  Rolling 
     over, Steve quickly pops the buckles on the chute and frees 
     himself.

     He stands and looks around.  Spotting the beat up and 
     incapacitated alien Attacker, Steve gets an angry resolved 
     look.  He marches over to the fallen alien Attacker.  He 
     scans it quickly, spots a type of door that has been knocked 
     ajar.

     With all his might, Steve YANKS the door OPEN.

     AN ALIEN

     For the first time we get a quick glance at these aliens, an 
     odd hybrid creature with fluctuating skeletal structure.

     The reason we only get a quick glance is because the moment 
     it turns woozily towards us, Steve rears back and SLUGS HIM 
     IN THE FACE, knocking the alien totally unconscious.

     His anger finally subsiding, exhaustion taking over, Steve 
     stands over the craft, slowly withdrawing the prized Victory 
     Dance cigar.  He lights it and takes a long angry puff.

                           STEVE
               Now that's a close encounter.

                                                          CUT TO:

160   INT. TUNNEL - PASADENA FREEWAY - ALCOVE - SAME              160   

     It's dark.  The hole Jasmine had entered is now blocked.  
     She pushes but it won't budge.  Exhausted, she ignites her 
     lighter to get a better look around.

     As it lights we SEE that we are inside a maintenance garage.

     Jasmine rushes over to a phone but the line is dead.  Taking 
     Dylan by the hand she moves to the large garage doors but 
     she can't open them.

     She turns around and see a large maintenance truck, a huge 
     land-mover shovel attached to the front.  She smiles.

161   EXT. GARAGE DOORS - SECONDS LATER                           161   

     With a ROAR the large door BLAST APART as the maintenance 
     truck SMASHES through.  Once out, Jasmine hits the brakes.

                                                       (CONTINUED)

-----------------------------------------------------------------------------------------------------
                                                            p. 75


     REVERSE ANGLE - JASMINE'S POV - DEVASTATED L.A.

     Total devastation.  Remnants of cars and buildings smoldering.

     Three scattered survivors crawl from the wreckage.  A 
     nightmare of destruction.  The space craft above, slowly 
     leaving.

                           DYLAN
               Mommy, what happened?

                           JASMINE
                    (astonished)
               I don't know, baby.

                                                          CUT TO:

162   EXT. DESERT - REFUGEE TRAILER CAMP - DAY                    162   

     We see dozens of trailers packing up their gear, some already 
     on the road.  Miguel talks with one of the drivers, then 
     hurries away, running.

163   INT. BRENNON TRAILER - SAME                                 163   

     Russell wipes down Troy's forehead, he's burning up.  Alicia 
     brings over a cold compress.

                           RUSSELL
               You know, you're just like your 
               mother.  She was stubborn too.  I 
               had to twist her arm to get her to 
               take her medicine.

                           TROY
               I'm sorry, Dad.
                    (beat; scared)
               I'm not goin to die like mom, am I?

                           ALICIA
               You're going to be fine.

     Miguel comes rushing in, pulls Russell aside.

                           MIGUEL
               I couldn't find anything.  Everyone 
               is packing up, they're leaving.  
               Word is a space ship is heading this 
               way.

                           RUSSELL
               We should leave too.

                                                       (CONTINUED)

-----------------------------------------------------------------------------------------------------
                                                            p. 76


                           MIGUEL
               There's a group heading south, they 
               said there's a hospital just a couple 
               hours away.  I think we should follow 
               them.

     Russell nods in agreement.  A knock on the door.  Alicia 
     turns to find a handsome young boy, PHILIP in the doorway 
     holding a bottle of pills.

                           PHILIP
               Penicillin.  At least it will help 
               keep his fever down.

                           ALICIA
               It's really nice of you to help us.

                           PHILIP
               I wish I could do more but we're 
               moving out.

                           ALICIA
                    (too eager)
               We're going with you.  I mean, we're 
               going too.

                           PHILIP
               Cool.

     Alicia nods, smitten.  Philip smiles charmingly and leaves.

                                                          CUT TO:

164   INT. AIR FORCE ONE - SAME                                   164   

     Back in the passenger section, the President sits with General 
     Grey and Chief of Staff Nimziki.  The Technician from the 
     command module is briefing them.

                           TECHNICIAN
               They must be targeting our satellites.  
               We've lost all satellite 
               communication, tracking and mapping.

                           GENERAL GREY
               Have NORAD relay intelligence to our 
               on board computers?

     The Technician nods and exits.  Defeated, the President slumps 
     sullenly.

                                                       (CONTINUED)

-----------------------------------------------------------------------------------------------------
                                                            p. 77


                           GENERAL GREY (CONT'D)
               We've moved as many of our forces 
               away from the bases as possible but 
               we've already sustained heavy losses.

     The President nods his approval absently.  Coming out of the 
     bathroom, David overhears.

                           NIMZIKI
               I spoke with the Joint Chief when 
               they arrived at NORAD.  They agree, 
               we must launch a counter offensive 
               with a full nuclear strike.  Hit 'em 
               with everything we've got.

                           PRESIDENT
               Above American soil?

                           NIMZIKI
               If we don't strike soon, there may 
               not be much of an America left to 
               defend.

     The Technician returns, his face is white with fear.

                           GENERAL GREY
               What's the latest from NORAD?

                           OFFICER
               It's gone, sir.  They've taken out 
               NORAD.

                           NIMZIKI
               That's impossible...

                           GENERAL GREY
               My God, the Vice President and the 
               Joint Chiefs...

                           NIMZIKI
               Mr. President, we must launch.  A 
               delay now would be more costly than 
               when you waited to evacuate the 
               cities!

     That stings the President.  He considers the option.  David 
     is shocked.

                           DAVID
               You can't be seriously considering 
               firing nuclear weapons?

                           CONSTANCE
               David, don't...

                                                       (CONTINUED)

-----------------------------------------------------------------------------------------------------
                                                            p. 78


     David pushes past her.

                           DAVID
               If you fire nukes, so will the rest 
               of the world.  Do you know what that 
               kind of fall out will do?  How many 
               innocent people...

     The General gets up running interference.  Constance tries 
     to pull David back.

                           GENERAL GREY
                    (stern)
               Sir, I remind you that you are just 
               a guest here...

                           CONSTANCE
                    (overlapping)
               David, please...

                           DAVID
               This is insanity!  You'll kill us 
               and them at the same time.  There'll 
               be nothing left!

                           NIMZIKI
                    (interrupting)
               Sit down and shut up!

     Suddenly Moishe is on his feet, interrupting.

                           MOISHE
               Don't tell him to shut up!  You'd 
               all be dead, were it not for my David.  
               You didn't do anything to prevent 
               this!

     As everyone is about to besiege Moishe, the President tries 
     to calm him down.

                           PRESIDENT
               Sir, there wasn't much more we could 
               have done.  We were totally unprepared 
               for this.

                           MOISHE
               Don't give me unprepared!  Since 
               nineteen fifty whatever you guys 
               have had that space ship, the thing 
               you found in New Mexico.

                           DAVID
                    (embarrassed)
               Dad, please...

                                                       (CONTINUED)

-----------------------------------------------------------------------------------------------------
                                                            p. 79


                           MOISHE
               What was it, Roswell?  You had the 
               space ship, the bodies, everything 
               locked up in a bunker, the what is 
               it, Area fifty one.  That's it!  
               Area fifty one.  You knew and you 
               didn't do nothing!

     For the first time in along time, President Whitmore smiles.

                           PRESIDENT
               Regardless of what the tabloids have 
               said, there were never any space 
               crafts recovered by the government.  
               Take my word for it, there is no 
               Area 51 and no recovered space ship.

     Chief of Staff Nimziki suddenly clears his throat.

                           NIMZIKI
               Uh, excuse me, Mr. President, but 
               that's not entirely accurate.

     The President and General Grey turn to Nimziki, shocked.

     SMASHED AND BURNED OUT CARS

     laying across the roadway.  Suddenly SMASH, Jasmine's 
     maintenance truck BLASTS through.

165   EXT. HIGHWAY - CITY LIMITS - SAME                           165   

     With the massive devastation in the b.g., Jasmine drives the 
     maintenance truck down the highway.  In the back, the few 
     survivors she's found.

     In the back, four INJURED PASSENGERS lay across the flatbed 
     as a thin, older man, TEDDY tends to them.

166   INT. MAINTENANCE TRUCK - SAME                               166   

     Jasmine spots a TALL MAN, his closes in tatters RUNNING down 
     the highway, his arms in the air.

                           TALL MAN
               The end has come!  He speaketh his 
               word and the end hast come!

     Jasmine pulls up along side him.

                           JASMINE
               Hop on.  We're heading out to El 
               Toro.

                                                       (CONTINUED)

-----------------------------------------------------------------------------------------------------
                                                            p. 80


                           TALL MAN
               You cannot defy what has come, it is 
               the end!

     The tall man moves off, screaming to the heavens.  As Jasmine 
     watches him drift away she SEES...

     OVERTURNED MILITARY HELICOPTER

     Still smoldering from the crash.  A woman can be seen inside, 
     still alive.  Jasmine jumps out.

                           JASMINE
               Give me a hand.

     Teddy joins Jasmine as they pry open the door.  Inside, the 
     pilots have been killed, but Mrs. Whitmore, THE FIRST LADY, 
     lays there in great pain, blood across her blouse.

                           JASMINE (CONT'D)
               Let's get her out of here.

     They erase her from the wreckage, laying her on the ground.  
     Dylan comes over, standing next to his mother.

                           TEDDY
               She's bleeding pretty bad.

     Suddenly we HEAR the CLICKING of a rifle COCKING.

                           MALE VOICE (O.S.)
               Who's got the key?

     Jasmine turns and see a REDNECK leveling his rifle at her.

     Behind him a small damaged sports car pulls up, packed to 
     the gills with stolen, looted appliances.

                           REDNECK
                    (yelling to pals)
               Looks like I've solved our 
               transportation problem.

                           JASMINE
               Hey, you're welcome to come with us.  
               We're leaving here anyway...

                           REDNECK
               We're not.  Give me the key.
                    (yelling back)
               Get 'em off.

     Two GUYS rush from their vehicle over to the maintenance 
     truck, pulling the injured off the tailback.

                                                       (CONTINUED)

-----------------------------------------------------------------------------------------------------
                                                            p. 81


                           TALL MAN (O.S.)
               Repent!  Sinners!  Repent!  The end 
               hast come!

     Running up from behind, the Tall Man comes over screaming.

     The Redneck turns his gun on him.

                           REDNECK
               Back off.  This ain't your business.

     As the Redneck is distracted, Jasmine spots the bag of 
     fireworks protruding out of Dylan's back pocket.

                           TALL MAN
               You cannot go against the word, 
               brother.

                           REDNECK
               Sure I can.

     The Redneck SHOOTS the Tall Man.  His buddies laugh.

                           REDNECK (CONT'D)
               Now give me that key, bitch.

     As he turns back to Jasmine, Boomer starts BARKING wildly.

     Just as he turns to shoot the dog, Jasmine lights a key ROCKET 
     from the fireworks bag.  The rocket BLASTS into the Redneck, 
     his shirt IGNITING ON FIRE.

     The Redneck drops the rifle, attempting to put out the flames, 
     his cronies rush to his aid.  Jasmine picks up the gun, moves 
     in on them.

                           JASMINE
               This "bitch" was born in  Alabama 
               with a Daddy who loved to hunt.
                    (cocking the weapon)
               So don't think for one second that I 
               don't know how to use this.

     She FIRES the rifle.  Quickly the rednecks scamper away.

                                                          CUT TO:

167   EXT. DRY LAKE - DESERT - LATER                              167   

     Dragging a heavy bundle wrapped in his parachute, Steve 
     marches across the desert floor.  The alien ARM/TENTACLE 
     dangles out of the parachute.

                                                       (CONTINUED)

-----------------------------------------------------------------------------------------------------
                                                            p. 82


     Exhausted, Steve stops to wipe his brow.  He hears something, 
     turns around.

     STEVE'S POV - THE TRAILER ARMADA

     Several hundred of the trailers from the refugee camp are 
     headed en mass towards him.  Smiling, Steve signals them.

     The trailers pull up on either side, surrounding him.  Miguel 
     leans out of his trailer.

                           MIGUEL
                    (sarcastic)
               Need a lift?

                           STEVE
               When I flew overhead, I saw some 
               kind of base, not far.

     Confused, Miguel checks his map.

                           MIGUEL
               It's not on the map.

                           STEVE
               Trust me, it's there.

168   EXT. AIR FORCE ONE - LATER                                  168   

     Flying over the desert, Air Force One sails over an immense 
     valley, Area 51 below - hangars, a few buildings, a small 
     air strip, not much.

     Super: N.I.A. Base - "Area 51", Nevada

169   EXT. RUNWAY - LATER                                         169   

     Air Force One lands.  Wheels touch down, skid.

170   INT. HANGAR - LATER                                         170   

     The large hangar doors open and Air Force One is rolled 
     inside.  The President and his entourage are met by a 
     contingent of base personnel led by field operative, LT. 
     MITCHELL.  He escorts them to a side hallway.

171   INT. HALLWAY - CONTINUOUS                                   171   

     Lt. Mitchell walks over to an odd wall switch as the President 
     and his entourage wait in the center of the hall.  With a 
     loud hydraulic HUM, the entire hallway begins to SINK DOWN, 
     an enormous ELEVATOR.

                                                       (CONTINUED)

-----------------------------------------------------------------------------------------------------
                                                            p. 83


                           PRESIDENT
               Why the hell wasn't I told about 
               this place?

                           NIMZIKI
               Two words, Mr. President.  Plausible 
               deniability.

     General Grey shoots Nimziki a pissed off look.  When the 
     elevator stops, a door SLIDES open.

172   INT. RESEARCH FACILITIES - CONTINUOUS                       172   

     Stepping out of the elevator, they walk into a large state 
     of the art, sterile clean research facility.  It is amazingly 
     well staffed and organized.

                           PRESIDENT
               I don't understand.  Where did all 
               this come from?  How did this get 
               funded?

                           MOISHE
               You didn't think they actually spent 
               ten thousand dollars for a hammer 
               and thirty thousand for a toilet 
               seat, did you?

     The President shoots him a look.  They are greeted by a group 
     of SCIENTISTS in whit coats led by, DR. OKUN.

                           MITCHELL
               Mr. President, I'd like to introduce 
               you to Dr. Okun.  He's been heading 
               up our research here for the last 
               fifteen years.

     Dr. Okun is an odd, hyper-energetic man who's spent too much 
     time in isolation.

                           OKUN
               Mr. President, a real pleasure.  
               They don't let us out much, you see.

                           PRESIDENT
                    (uncomfortable)
               Yes.

                           OKUN
               Well, I guess you'd like to see the 
               big tamale?  Follow me.

     They walk up a ramp at the end of the room.  Large heavily 
     enforced doors SLIDE open.

                                                       (CONTINUED)

-----------------------------------------------------------------------------------------------------
                                                            p. 84


173   INT. STORAGE LAB - CONTINUOUS                               173   

     The group steps inside and nearly gasps at...

     THE ALIEN ATTACKER

     Just like the one that chased Steve.  The entourage stares 
     in horror and wonder.  We can SEE the patch-work repairs 
     they've made on the ship over the years.

                           OKUN
               She's a beaut, ain't she?

     Moishe leans close to David and Constance.

                           MOISHE
                    (smug)
               Never any space ships recovered by 
               the government, huh?

                           PRESIDENT
               We've had this for forty years and 
               you don't know anything about them?

                           OKUN
               Hell no, we know tons about them.  
               The neatest stuff has only happened 
               in the last few days.

     The President slowly walks around the ship as Okun talks.

     David, mouth agape, just stares at it.

                           OKUN (CONT'D)
               See, we can't duplicate their type 
               of power so we've never been able to 
               experiment.  But since these guys 
               started showing up, all the gizmos 
               inside turned on.  The last twenty 
               four hours have been really exciting!

                           PRESIDENT
                    (exploding)
               People are dying out there.  I don't 
               think "exciting" is the word I'd 
               choose to describe it!

     The room goes silent, letting the President blow off steam.

                           PRESIDENT (CONT'D)
                    (calming)
               What can you tell us about the enemy 
               we're facing?

                                                       (CONTINUED)

-----------------------------------------------------------------------------------------------------
                                                            p. 85


                           OKUN
               Not all too dissimilar to us.  
               Breathes oxygen, comparable tolerances 
               to heat, cold...probably why they're 
               interested in our planet.
                    (suddenly excited)
               Hey, you wanna see them?

174   INT. MEDICAL RESEARCH VAULT - MOMENTS LATER                 174   

     The lights slowly TURN ON, illuminated the vault.  Okun leads 
     the group to a sealed partition.

                           OKUN
               This is vault, or as some of us have 
               come to call it, the "freak show."

     Okun hits a switch and the sealed partition lifts revealing...

     FORMALDEHYDE TANKS - ALIENS

     Three dead aliens float in the milky formaldehyde tanks.  
     The murky fluid and condensation obstructs our view.  What 
     we do see is not pretty.

                           OKUN (CONT'D)
               When we found them they were wearing 
               bio-mechanical suits.

     Once we got them off, we were able to learn a great deal 
     about their anatomy; eyes, ears, bipolar digestive system... 
     no vocal cords though.  We're assuming they communicate with 
     each other through other means.

     David cannot contain his fascination.  He steps forward.

                           DAVID
               What kind of other means?  Hand 
               signals, body language?

                           OKUN
               Some kind of extra sensory perception.  
               Telepathy.

                           PRESIDENT
               Can they be killed?

                           OKUN
               These three died in the crash.  Their 
               bodies are as frail as our own.  You 
               just have to get past their 
               technology, which is, I'm sorry to 
               say, far more advanced.

                                                       (CONTINUED)

-----------------------------------------------------------------------------------------------------
                                                            p. 86


     The President turns to David.

                           PRESIDENT
               You unlocked a part of that 
               technology.  You cracked their code.

                           DAVID
               All I did was stumble onto their 
               signal.  I don't know how helpful I 
               can be...

                           PRESIDENT
               Show them what you've discovered.  
               Work together.  We've got to find a 
               way to beat them.

175   EXT. SECURITY GATE - SAME                                   175   

     Four armed GUARDS watch the gate.  An armada of trucks and 
     trailers heads right for them.  They move into position to 
     block their entrance as a blue pick-up skids to a halt before 
     them.  Steve stands up from the back of the pick up.

                           GUARD
               Sorry, Lt. Colonel, I can't open the 
               gates without clearance.

                           STEVE
               You want to see my clearance?

     Impatiently Steve grabs the Guard by the collar, pulling him 
     over the side of the truck putting him face to face with the 
     bundled parachute in the flatbed.  Steve rips the fabric 
     aside revealing...

     THE ALIEN CREATURE

     Still unconscious, the alien stirs.  The Guard JUMPS BACK, 
     shitting in his pants.  Quickly he signals for the other to 
     open the gate.

     The armada quickly drives past.

     BLACKNESS

     Total darkness.  Suddenly light pours in as a  door is open.

     We see the faces of Okun, David and three technicians all 
     peering at us with inquisitive expressions.

                           OKUN
               See the gizmos flashing?

                                                       (CONTINUED)

-----------------------------------------------------------------------------------------------------
                                                            p. 87


     REVERSE - INSIDE ALIEN CRAFT

     Sure enough, tons of gizmos with lights flashing.  High tech 
     meets organic organisms.  This alien ship looks familiar to 
     our own technology and completely different at the same time.

                           OKUN (CONT'D)
               We've been working around the clock 
               trying to get a fix on all this crap.  
               Some stuff we figured out right away.

     David climbs in, fascinated.  He touches everything.  Okun 
     points to everything as he describes it.

                           OKUN (CONT'D)
               This thing we're pretty sure is the 
               life support for the cabin, this do-
               hickey over here is connected with 
               the engines, this crap...we have no 
               idea what that stuff is for.

     David is transfixed by it.  He stares at the small screens 
     with flashing light patterns on them.

                           OKUN (CONT'D)
               But this over here is clearly what 
               they use to navigate and guide the 
               craft.

     But David still stares at the small screens.

                           DAVID
               Someone grab my laptop for me?

     One of the technicians rushes off as Okun leans close.

                           OKUN
               Find something interesting?

                           DAVID
               Maybe.

     The technician hands David his retrieved laptop which he 
     quickly flips open and turns on.

                           DAVID (CONT'D)
               These patterns here, they're repeating 
               sequentially, just like...

     David turns his laptop around for Okun to see.  The pattern 
     on David's laptop flashes identically as the alien screen.

                                                       (CONTINUED)

-----------------------------------------------------------------------------------------------------
                                                            p. 88


                           DAVID (CONT'D)
               ...their countdown signal.  They're 
               using this frequency for computer
               communications.  It's how they co-
               ordinate their ships.

                           OKUN
               You know, you're really starting to 
               make us look bad.

     The two men exchange a smile.  Another TECHY pops his head 
     inside.

                           TECHY
                    (out of breath)
               They got one!  They got one, alive!

176   INT. HALLWAY OFF MAIN HANGAR - AREA 51 - SAME               176   

     The bundled alien lays on a stretcher that's wheeled quickly 
     into the hall.  Okun and his staff surround it.  Trailing 
     behind them is Steve, Russell and Miguel.

                           OKUN
               How long has it been unconscious?

                           RUSSELL
               Excuse me Doctor...

                           STEVE
               Three hours.

                           OKUN
               Get him into containment, stat.

                           RUSSELL
               My boy is very sick, he needs 
               immediate attention.

     Okun ignores Russell, hitting the elevator switch on the 
     wall, the room begins its hydraulic HUM.

                           OKUN
               He's drying out.  I want him sprayed 
               down with saline.

     Russell SLAMS his fist against the switch, the room stops.  
     He GRABS a doctor nearby, gets in his face.

                           RUSSELL
               My boys is slipping into a diabetic 
               coma.  If you don't do something 
               about it right now he will die.

                                                       (CONTINUED)

-----------------------------------------------------------------------------------------------------
                                                            p. 89


     Miguel is surprised and proud of Russell as he holds DOCTOR 
     ISAACS, meaning business.

                           DR. ISAACS
               O'Haver, Miller, come with me.
                    (to Russell)
               Take us to him.

                                                          CUT TO:

177   EXT. ROAD - MAINTENANCE TRUCK - NIGHT                       177   

     Headlights pierce the darkness as the maintenance truck rolls 
     to a stop.  Jasmine climbs down out of the truck, her face 
     ashen.

     She walks past a sign reading: El Toro Marine Corps Air 
     Station.  Tears begin to roll from her eyes.  We follow her 
     gaze to see...

178   EXT. EL TORO MARINE CORPS AIR STATION - CONTINUOUS          178   

     The entire facility is smoldering, the last remnants of the 
     fire burning itself to extinction.  Jasmine is devastated.

                                                          CUT TO:

179   INT. AREA 51 COMMAND CENTER - NIGHT                         179   

     General Grey and Nimziki are in a heated argument.

                           GENERAL GREY
               You were the head of the National 
               Intelligence Agency!  You knew all 
               about this.  When were you planning 
               on informing the rest of us!?

                           NIMZIKI
               It had been deemed classified.

                           GENERAL GREY
               Christ, why didn't you say anything 
               about this when they first arrived?  
               You could have warned us before we 
               launched a counter attack that cost 
               us hundreds of American pilots!

     Just then the President enters along with Constance and some 
     other ADVISORS.  He examines a paper map of the United States, 
     tacked to the wall, each major city circled in black.

                           PRESIDENT
               Atlanta, Chicago and Philadelphia, 
               destroyed?

                                                       (CONTINUED)

-----------------------------------------------------------------------------------------------------
                                                            p. 90


                           GENERAL GREY
                    (composing himself)
               And there are scattered reports of 
               sightings over Miami, Ft. Worth, And 
               Memphis.

     The President and his team take seats at the large conference 
     table.

                           GENERAL GREY (CONT'D)
               We've learned that NATO and western 
               allied installations were the first 
               to be taken out.  We were next.  
               They knew exactly where and how to 
               hit us.

     Grey sneaks an accusatory glare at Nimziki.

                           PRESIDENT
               And our forces?

                           GENERAL GREY
               We're down to approximately fifteen 
               percent, Sir.
                    (beat)
               If you calculate the time it takes 
               them to destroy a city and move on, 
               we're looking at world wide 
               destruction of every major city within 
               the next thirty six hours.

                           PRESIDENT
               We're being exterminated.

     The room is quiet.  Constance runs her fingers through her 
     hair.  The door to the room opens and Lt. Mitchell enters 
     with Steve.

                           MITCHELL
               Mr. President, this is Lt. Colonel 
               Steven Hill.

     The President quickly gets to his feet, anxiously shaking 
     Steve's hand.

                           PRESIDENT
               Lieutenant, congratulations.

                           STEVE
               Thank you, sir.

                           PRESIDENT
               Where is the prisoner now?

                                                       (CONTINUED)

-----------------------------------------------------------------------------------------------------
                                                            p. 91


                           MITCHELL
               We have him in isolation.  The doctors 
               are very hopeful he will survive.

                           PRESIDENT
               I'd like to see him.

                           MITCHELL
               Yes, sir.

     The General is concerned but the President is determined.

     They head for the door.

                           STEVE
                    (to General Grey)
               General, I'm anxious to get back to 
               El Toro.

                           GENERAL GREY
               Didn't anyone tell you?  I'm sorry.  
               El Toro was destroyed in the attack.

     Steve is shattered, he had no idea.

                                                          CUT TO:

180   EXT. EL TORO BASE - NIGHT                                   180   

     The injured are gathered around a small camp fire.  Jasmine 
     walks up, dumping a box full of charred can goods.

                           JASMINE
               These should last us a while.

     As Margaret tries to move, she winces in pain.  Jasmine rushes 
     to her aid.  The color from her face drained, Margaret looks 
     like she's taking a turn for the worse.

                           JASMINE (CONT'D)
               Don't move.  Stay still.

     Jasmine adjusts the bandages as Margaret turns and see Dylan 
     curled up next to Boomer, too adorable.  Slowly he starts to 
     wake up.

                           MARGARET
               Your son.

                           JASMINE
               He's my angel.

                           MARGARET
               Was his father stationed here?

                                                       (CONTINUED)

-----------------------------------------------------------------------------------------------------
                                                            p. 92


                           JASMINE
               He wasn't his father.  I was kinda 
               hoping he'd want the job, though.

     Jasmine becomes sad, remembering.  Margaret changes the 
     subject.

                           MARGARET
               So, what do you do for a living?

                           JASMINE
               I'm a dancer.

                           MARGARET
               Really?  Ballet?

                           JASMINE
                    (laughs)
               No.  Exotic.

                           MARGARET
               Oh.  Sorry.

                           JASMINE
               Don't be.  I'm not.  It's good money.
                    (re: Dylan)
               'Side, he's worth it.

     The bandages changed, Jasmine sits down next to Margaret.

                           MARGARET
               And when the dancing's over?  What 
               about your future?

                           JASMINE
               Funny, it used to scare me when I 
               thought about the future.
                    (looking around)
               Guess it doesn't really matter 
               anymore.

     Dylan comes walking over.

                           JASMINE (CONT'D)
               Dylan, come here.  I want you to 
               meet the First Lady.

                           MARGARET
                    (surprised)
               I thought you didn't recognize me.

                           JASMINE
               Didn't want to say anything.
                           (MORE)

                                                       (CONTINUED)

-----------------------------------------------------------------------------------------------------
                                                            p. 93


                           JASMINE (CONT'D)
               I voted for the other guy.

                                                          CUT TO:

181   INT. CONTAINMENT LAB - NIGHT                                181   

     Okun and two Medical assistants examine the alien creature.

     His arms and chest have been strapped down to the examining 
     table.

     For the first time we get a good look at the head of this 
     creature, long tentacled-type cords interlocked, covering 
     the face.  The doctors attach clamps to each of the cords.

                           OKUN
               Everyone ready?

     The doctors exchange nervous glances, nod to each other.  At 
     the same moment all they pull on the clamps, unraveling the 
     interlocked cords.  As the cords unravel, we SEE that this 
     is in fact a bio-mechanical SUIT as we REVEAL...

     THE ALIEN

     Beneath the cords lies the unconscious face of the alien, 
     his skin translucent, his body fluids, capillaries, muscle 
     tissue, alien's skin.

                           OKUN (CONT'D)
               Do we have life support monitors 
               recording?

                           MED ASSIST #2
               Yes.  If we fuck up it'll all be on 
               tape.

                           OKUN
               Can we get some ventilation in here?  
               I can't take this smell.

                           MED ASSIST #2
               They've conquered space travel but 
               not b.o.

     As Okun begins to put on a pair of surgical gloves he suddenly 
     grabs his forehead.

                           MED ASSIST #1
               You all right?

                                                       (CONTINUED)

-----------------------------------------------------------------------------------------------------
                                                            p. 94


                           OKUN
               Yeah.  It's just that stink gives me 
               a headache.

                           MED ASSIST #2
               He's moving!

     Instantly everyone's attention is riveted to the arm of the 
     alien as it moves beneath the sheet.  Unseen by the others 
     the alien creature's EYES OPEN.

     Another SHARP PAIN hits Okun who SCREAMS, stumbling backwards 
     grabbing his head.  The others turn in surprise.

     THE ALIEN

     Suddenly SPRINGS up, the restraining straps SNAPPING.  Before 
     Med #2 can react, one of the alien's tentacles SMASHES her 
     across the face.  She is sent sprawling backwards.

     LOW ANGLE - THE ALIEN

     Standing before her.  In a wink of an eye, he ATTACKS, leaping 
     on her.

     Together they TUMBLE back into a formaldehyde tank.  Hoses 
     are ripped from their sides and STEAM pours out.  We get 
     quick glimpse of their struggle as the steam engulfs them.

182   INT. HALLWAY - SAME                                         182   

     Mitchell leads the Presidential party down the hall.  They 
     turn and enter the Medical lab.

183   INT. CONTAINMENT LAB - CONTINUOUS                           183   

     The group slows as they enter the room.  They see the 
     containment room through the glass is covered with white 
     steam.  Nothing can be seen.  It's eerily quiet.

     Cautiously they approach.  Suddenly Okun is SLAMMED AGAINST 
     the glass partition, the creature's tentacles wrapped around 
     him.  Pressed firmly to the glass, his eyes are shut, his 
     expression pained, but when he speaks the voice is angry.

                           OKUN/ALIEN
               Release...me.

                           MITCHELL
               Open the door.  Get him out of there.

     Suspicious, General Grey stops him.

                                                       (CONTINUED)

-----------------------------------------------------------------------------------------------------
                                                            p. 95


                           GENERAL GREY
               Wait.
                    (to Okun)
               Can you hear me?

                           OKUN/ALIEN
               Will kill...release me.  Now!

     They follow the tentacles with their eyes, up to the ceiling 
     of the containment tank.  Suddenly the alien LEAPS DOWN, 
     startling them, landing before them behind the glass.

     We see he's holding Okun against the glass, speaking THROUGH 
     HIM.  This is the first real good look we get at the this 
     bizarre creature.  Everyone in the room is repulsed and 
     compelled by it at the same time.

184   EXT. AREA 51 - NIGHT                                        184   

     Through the hundreds of campers and trailers parked outside, 
     Steve runs past until he reaches the open tarmac.

     A transport helicopter sits on the edge of the landing area.

     Steve runs up to it and climbs inside.

185   INT. TRANSPORT HELICOPTER - CONTINUOUS                      185   

     Steve quickly starts it engines, preparing to take off.  A 
     SOLDIER rushes over to the cockpit.

                           SOLIDER
                    (yelling)
               What the hell are you doing?  Get 
               out of there!

                           STEVE
               I'm just going to borrow it.

     The Soldier pulls out his pistol, taking aim.

                           SOLIDER
               No you're not, sir.

                           STEVE
               You really want to shoot me?

     Steve stares the Soldier down.  Reluctantly he lowers his 
     gun.

                           SOLDIER
               Shit.  I'm gonna catch the hell for 
               this.

                                                       (CONTINUED)

-----------------------------------------------------------------------------------------------------
                                                            p. 96


     Steve smiles and gives him a quick salute then TAKES OFF.

     Quickly the bird RISES UP and darts off into the night.

186   INT. MEDICAL LAB - SAME                                     186   

     The President has moved closer to the glass and is talking 
     with the alien.  The alien uses Okun like a ventriloquist's 
     dummy.

                           PRESIDENT
               Why did you people come here?

                           OKUN/ALIEN
               Air...water...your "sun."

                           PRESIDENT
               Where do your people come from?
                    (no answer)
               Where is your home?

                           OKUN/ALIEN
               Here...now.

                           PRESIDENT
               And before here?

                           OKUN/ALIEN
               Many worlds...

                           PRESIDENT
               Can we negotiate a truce?  is there 
               room for co-existance?
                    (no answer)
               Can there be peace between us?

                           OKUN/ALIEN
               Peace?  No peace.

                           PRESIDENT
               What do you want us to do?

                           OKUN/ALIEN
               Die.

     The Alien moves closer to the glass staring at the President.

     Suddenly the President clutches his head in pain.

                           NIMZIKI
               Mr. President?

                           OKUN/ALIEN
               We kill you...all.

                                                       (CONTINUED)

-----------------------------------------------------------------------------------------------------
                                                            p. 97


     The pain becomes more severe and the President SCREAM OUT.

     There is general panic as people rush to the President's 
     side.

                           GENERAL GREY
                    (to Mitchell)
               Is that glass bullet proof?

                           MITCHELL
               No sir.

     The General draws his pistol.  Mitchell and the other military 
     officers follow his lead.  Simultaneously they all begin to 
     FIRE!

     The glass SHATTERS into a billion pieces.  The Alien is cut 
     to ribbons, falling backwards.

     The President collapses.  So does Okun.  A STAFFER rushes 
     over to Okun, checks his pulse.

                           STAFFER
               He's dead.

     General Grey moves to the President who slowly recovers.

                           GENERAL GREY
               Mr. President, are you okay?

     Woozily the President sits up, a strange look in his eye.

                           PRESIDENT
               He wanted me to understand.  He 
               communicated with me.
                    (turning to Grey)
               They're like locusts.  They travel 
               from planet to planet, their whole 
               civilization.  After they've consumed 
               every natural resource they move on.  
               And we're next.

     The President stands with a new resolve.  He stares at the 
     dead alien on the floor.

                           PRESIDENT (CONT'D)
                    (cold)
               Prepare a nuclear strike.

187   INT. STORAGE LAB - MINUTES LATER                            187   

     The research staff are working near the recovered alien 
     attacker.  Constance comes rushing in.  She looks around for 
     David.

                                                       (CONTINUED)

-----------------------------------------------------------------------------------------------------
                                                            p. 98


     Through the glass of one of the offices she sees him.

188   INT. OFFICES - CONTINUOUS                                   188   

     Holding a bottle of Jack Daniels, David fishes through a 
     small refrigerator as Constance enters.

                           DAVID
               Just my luck, no ice.

                           CONSTANCE
               I take it you've heard.

                           DAVID
               A toast to the end of the world.

     David toasts her with the bottle, takes a swig.

                           CONSTANCE
               He didn't come to this decision 
               lightly.

     David nods, he doesn't want to argue.  He smiles cynically.

                           DAVID
               You still believe in him.

                           CONSTANCE
               He's a good man.

                           DAVID
               Better be.  You left me for him.

                           CONSTANCE
               I wanted a career.  Didn't you ever 
               want to be part of something special?

     David stares daggers at her.

                           DAVID
               I was part of something special.

     Constance realizes he means their marriage.  She's hurt him 
     and can see it.  She turns and leaves.

                                                          CUT TO:

189   EXT. DARK SKIES - NIGHT                                     189   

     A black shadow is vaguely seen in the dark night.  As we 
     pass some moonlit clouds we recognize the shadow is, in fact, 
     a B-2 STEALTH BOMBER.

                                                       (CONTINUED)

-----------------------------------------------------------------------------------------------------
                                                            p. 99


     As we WIDEN, we see that the bomber is part of a squadron of 
     eight.  These mighty winged giants fly together in attack 
     formation.

190   INT. COMMAND CENTER - ARE 51 - SAME                         190   

     A tracking screen comes to life, eight blips flashing.

                           TECHNICIAN #1
               We've got the AWAC on line.  Signals 
               coming in low.

     The President's group takes their position behind the 
     technicians.

191   EXT. BLACK SKIES - NIGHT                                    191   

     The eight B-2 Stealth Bombers break formation, each heading 
     off to their different target destinations.

192   INT. COMMAND CENTER - SAME                                  192   

     On a large map, we see the eight target destinations and the 
     planes heading for them.

                           PRESIDENT
               Who will we reach first?

                           COMMANDER
               Houston, Texas.  Intercept ETA, six 
               minutes and counting down.

                           PRESIDENT
               Oh my God, Houston.

                           GENERAL GREY
               The major cities have been deserted.  
               Civilian casualties should be at a 
               minimum, sir.

     One map screen, ENLARGES, tracking the bomber on route to 
     Houston.

193   EXT. LIQUOR STORE - OUTSIDE HOUSTON - NIGHT                 193   

     Looters take all they can carry through the broken glass 
     store front.  A large heavily armored TANK rolls up front.

194   INT. ARMORED TANK - SAME                                    194   

     Nervous military technicians work equipment as their TANK 
     COMMANDER pulls down a periscope.

                                                       (CONTINUED)

-----------------------------------------------------------------------------------------------------
                                                           p. 100


     TANK COMMANDER POV - SPACE SHIP OVER HOUSTON

     Through the periscopes cross-hairs we SEE downtown Houston, 
     the City Destroyer space ship settling in above it.

195   EXT. B-2 STEALTH BOMBER - SAME                              195   

     Silhouetted against the shimmering waters on the bay, they 
     Stealth Bomber can be seen as it approaches Houston.

196   INT. B-2 STEALTH BOMBER - COCKPIT - SAME                    196   

     The flight crew works their computers (similar readouts are 
     seen at command center).  The Multi-Function Display (MFD) 
     flashing before each crew member.

                           PILOT
               We have laser targeting locked.

197   INT. COMMAND CENTER - SAME                                  197   

                           TECHNICIAN #1
               Target is locked, sir.  Do you wish 
               to deploy?

     Everyone turns to the President who does not answer.

                           GENERAL GREY
               Mr. President, do you wish to deploy.

     Still there is no answer.

                           NIMZIKI
               Mr. President?

                           PRESIDENT
                    (softly)
               Deploy.

198   EXT. B-2 STEALTH BOMBER - WEAPONS BAY - SAME                198   

     The bay doors open and a large Tactical Nuclear Cruise Missile 
     drops down, flies parallel with the bomber as it adjusts its 
     radar and laser tracking.  Suddenly it SHOOTS OFF.

     The bomber BANKS AWAY.

199   INT. B-2 STEALTH BOMBER - SAME                              199   

     We see the horizon twisting away as we bank off from target.

                           PILOT
               She's away.

                                                       (CONTINUED)

-----------------------------------------------------------------------------------------------------
                                                           p. 101


200   INT. COMMAND CENTER - SAME                                  200   

     On the big map we see one FLASHING target line tracking the 
     missile as it approaches Houston.

                           PRESIDENT
                    (to himself)
               May our children forgive us.

201   INT. ARMORED TANK - OUTSIDE HOUSTON - NIGHT                 201   

     The Tank Commander readjusts the periscope.

     TANK COMMANDER POV - SPACE SHIP & B-2 STEALTH BOMBER

     We follow the Cruise Missile as it guides itself on a direct 
     collision course with the space craft.

202   INT. COMMAND CENTER - SAME                                  202   

     The targeting map shows how close the missile is, nearly on 
     top of the target.  Everyone in the room holds their breath.

203   EXT. SPACE CRAFT - SAME                                     203   

     The nuke speeds closer.  It HITS the protective shield and 
     DETONATES.  A FLASH OF LIGHT.

     WIDE ANGLE - HOUSTON

     With the B-2 Stealth Bomber in the foreground, the city behind 
     it vanishes in a FLASH OF LIGHT, blinding us.

204   INT. COMMAND CENTER - SAME                                  204   

     We can see the extent of the explosion on the targeting map, 
     tracking it -- an expanding ring around Houston.

                           NIMZIKI
                    (excited)
               It's a hit!

     The others are still waiting.  The monitor shows the night 
     vision picture of the growing MUSHROOM CLOUD rising above 
     the city.

205   EXT. HOUSTON - WIDE - SAME                                  205   

     The MUSHROOM CLOUD engulfs the horizon.

206   EXT. ARMORED TANK - SAME                                    206   

     Rocked by the massive explosion, the shock wave ROCKS the 
     armored tank but doesn't destroy it.

                                                       (CONTINUED)

-----------------------------------------------------------------------------------------------------
                                                           p. 102


207   INT. ARMORED TANK - SAME                                    207   

     The men inside are KNOCKED around, hard from the explosion.

208   INT. COMMAND CENTER - SAME                                  208   

                           NIMZIKI
               We got the bastards!

     General Grey shoots Nimziki a look.  The President holds up 
     a hand, silencing the room.

                           PRESIDENT
               Can they see it?  Did it destroy the 
               target?

     TANK COMMANDER'S POV THROUGH PERISCOPE - SAME

     As the cloud begins to dissipate we see THE SPACE CRAFT IS 
     STILL THERE, completely unharmed.

209   INT. ARMORED TANK - SAME                                    209   

                           TANK COMMANDER
               Negative.  Target remains.

210   INT. COMMAND CENTER - SAME                                  210   

     On the monitors as well, we can see the target remain.  The 
     air is let out of the room, everyone deflated.

                           PRESIDENT
               Call them back.

                           NIMZIKI
               The other bombers might have more 
               luck.  We shouldn't just give up...

                           PRESIDENT
               I said call them back.

     As the technicians call the bombers away, the President sinks 
     into a depression.  His last hope of survival gone.

                                                          CUT TO:

211   EXT. EL TORO MARINE CORPS AIR STATION - NIGHT               211   

     Jasmine keeps Margaret company as the rest sleep around the 
     last flames of their campfire.  From the worried expression 
     on Jasmine's face we can tell that Margaret has gotten worse, 
     her wounds bleeding badly.

                                                       (CONTINUED)

-----------------------------------------------------------------------------------------------------
                                                           p. 103


     A WIND kicks up, the sound of an ENGINE approaching.  Jasmine 
     squints her eyes looking up into the wind when a BRIGHT LIGHT 
     engulfs her.

212   JASMINE'S POV - LIGHTS - NIGHT                              212   

     Bright lights in the sky growing nearer.  Slowly the others 
     begin to wake up, frightened as the lights INTENSIFY.

     The others slowly begin to retreat but Jasmine stands, staring 
     defiantly.  A smile creeps across her face as she sees that 
     the lights belong to...

     TRANSPORT HELICOPTER

     The Transport Helicopter touches down and Steve leaps out, 
     racing towards Jasmine.  Overwhelmed, Jasmine jumps into his 
     arms.

                           JASMINE
               You're late.

                           STEVE
               You know how I like to make a big 
               entrance.

     They kiss.

                                                          CUT TO:

213   INT. HALLWAY - NIGHT                                        213   

     The double doors burst open as the President carrying his 
     young daughter marches through.  Doctor ISAACS comes over to 
     them.

                           PRESIDENT
               How is she?

                           ISAACS
               I'm sorry, Mr. President.  If only 
               we could have gotten to her sooner.

     The President puts his daughter down as he sees...

     PRESIDENT'S POV - MARGARET

     Margaret lays in bed, doctors and nurses surrounding her.

     Patricia rushes over.

                           ISAACS (CONT'D)
               She's bleeding internally.  There's 
               nothing else we can do.

                                                       (CONTINUED)

-----------------------------------------------------------------------------------------------------
                                                           p. 104


     Stunned, the President watches as Patricia hugs her mother.

                           MARGARET
               Hiya, Munchkin.

                           PATRICIA
               Mommy, we were worried.  We didn't 
               know where you were.

                           MARGARET
               I'm right here, baby.

     Recovering, the President nods for the doctors to leave the 
     room.  As they begin to march out, he makes his way over to 
     his wife and daughter.

                           PRESIDENT
               Honey, why don't you wait outside so 
               Mommy can get some rest.

     Patricia kisses her mother, says goodbye and leaves.  Out of 
     sight, Margaret winces, fading away.  The President grabs 
     her hand for support.  She squeezes tightly.

                           MARGARET
                    (through tears)
               I'm scared, Tom.

                           PRESIDENT
               It's okay.  The doctors said you're 
               going to be just fine.

     Margaret smiles at the man she knows all too well.

                           MARGARET
               Liar.

     The look between them says more than any words.

214   INT. HALLWAY - OUTSIDE MARGARET'S ROOM - LATER              214   

     The President exits the room, overcome with emotion.

     Constance, the doctors and some medical crew move to comfort 
     him.  He holds them off with a gesture.

     He looks up and sees Jasmine, Steve and Dylan down the hall.

     He pushes through the crowd and makes his way over to them.

                           JASMINE
               I'm so sorry.

                                                       (CONTINUED)

-----------------------------------------------------------------------------------------------------
                                                           p. 105


                           PRESIDENT
               I just wanted to thank you.  You're 
               a very brave woman.

     Across the hall, Patricia sits in a chair, waiting.  Whitmore 
     walks over to her and kneels down next to his small child.

                           PATRICIA
               Is Mommy sleeping now?

                           PRESIDENT
               Yes, baby.  Mommy's sleeping.

                                                        FADE OUT:

     A GARBAGE CAN

     Topples over with a BANG!  A foot steps in and starts kicking 
     trash all over.

215   EXT. AREA 51 - NIGHT                                        215   

     David is drunkenly knocking everything over, making a gigantic 
     mess.  Moishe comes up behind, restraining him.

                           MOISHE
               David, David!  What the hell are you 
               doing!?

                           DAVID
               I'm making a mess.

                           MOISHE
               This I can see.

                           DAVID
               We've gotta burn the rain forest, 
               Pops.  Dump toxic waste, pollute the 
               air, rip up the ozone.  Maybe if we 
               screw this planet up enough they 
               won't want it anymore.

                           MOISHE
               David, you're drunk.

     David slips, falls on his ass, hard.  Moishe helps him back 
     up on his feet.

                           MOISHE (CONT'D)
               I think you better sleep this off.  
               Go back inside before you catch a 
               cold.

     Slowly David looks up towards Moishe, an idea.

                                                       (CONTINUED)

-----------------------------------------------------------------------------------------------------
                                                           p. 106


                           DAVID
               Pops, you're a genius!

                           MOISHE
               What'd I say?

                           DAVID
               A cold?  Of course.

     Sobered, David jumps kisses his father and bolts inside.

                                                          CUT TO:

216   INT. STORAGE LAB - DAY                                      216   

     A large crowd has been gathered here at the lab.  General 
     Grey and Nimziki walk up to Constance.

                           NIMZIKI
               All right, Connie, we're here.  What's 
               this all about?

                           CONSTANCE
               I really have no idea.  He just said 
               to bring everyone down here.

     Steve shows Dylan the alien space craft.

                           DYLAN
               Does that thing fly in outer space?

     Steve loos up at the craft admiringly.

                           STEVE
               It certainly does.

     When the President enters a technician rushes over and knocks 
     on the hatch door on the alien attacker.  The door swings 
     open and David climbs down.

     Grabbing a coke can from the "recycle" trash bin, David places 
     the empty can on top of the alien attacker.  David turns and 
     faces the gathering.

                           DAVID
               Could everyone please step back away 
               from the craft?

     They do and David nods to a Technician inside the craft.  
     The Technician disappears inside, closing the door behind 
     him.  A loud HUM emits from the craft.  David has to yell 
     over it.

                                                       (CONTINUED)

-----------------------------------------------------------------------------------------------------
                                                           p. 107


                           DAVID (CONT'D)
               Lt. Mitchell, would you mind drawing 
               your pistol?

                           MITCHELL
               What?

                           DAVID
               From where you're standing, do you 
               think you could shoot that can off 
               the alien craft?

     Mitchell shrugs affirmatively.  David gestures for him to 
     try.

     Taking aim, Mitchell SHOOTS.

     The bullet RICOCHETS off the attacker's protective shield.

     Several people in the crowd duck, afraid of being hit by the 
     errant bullet.

                           DAVID (CONT'D)
               Sorry 'bout that.  You see, it's 
               protected by the craft's shields.  
               We can't penetrate their defenses.

                           NIMZIKI
               We know that already.  What's your 
               point?

     David walks over to his laptop, now connected directly to 
     the craft by cables and starts typing furiously.

                           DAVID
               My point is if we can't beat their 
               defenses, then we must get around 
               them.

     David stops typing and stares at his wrist watch, silently 
     counting down.

                           DAVID (CONT'D)
               Lt. Mitchell, would you please try 
               to shoot it again?

     Reluctantly Mitchell obliges.  This time the can is BLOWN 
     OFF THE CRAFT.  Everyone in the room is shocked.  The 
     Technician re-opens the craft's door and the loud HUM 
     disappears.

                           GENERAL GREY
               How did you do that?

                                                       (CONTINUED)

-----------------------------------------------------------------------------------------------------
                                                           p. 108


                           DAVID
               I gave it a cold.

     The President is fascinated, he steps closer.  Moishe beams 
     proudly at his smart son.  Constance is amazed.

                           DAVID (CONT'D)
               More accurately, I gave it a virus.  
               A computer virus.

     David turns his laptop around for the President to see.

                           GENERAL GREY
               Are you telling us you can send out 
               a signal that will disable all their 
               shields?

                           DAVID
               Just as they used our satellites 
               against us, we can use their own 
               signal against them.

     David walks over to a diagram he's made showing the 
     relationship between the Mother Ship, the Space Crafts and 
     the smaller alien attackers.

                           DAVID (CONT'D)
               If we plant the virus directly into 
               the mother ship, it would then filter 
               down into all the corresponding ships 
               below.

                           NIMZIKI
               And just how do we infect the "Mother 
               Ship" with a virus?

     David gestures to the alien attacker behind him.

                           DAVID
               We'll have to fly their craft out of 
               our atmosphere and dock with the 
               mother ship.

     Intrigued Steve turns and looks back at the alien attacker, 
     sizing it up.  David points to a satellite photo of the 
     underbelly of the Mother Ship.

                           DAVID (CONT'D)
               We can enter here, upload the virus 
               and set off an explosion that could 
               disable it.  This would disorient 
               the smaller ship below and buy you 
               some time to take them out.

                                                       (CONTINUED)

-----------------------------------------------------------------------------------------------------
                                                           p. 109


     Constance reacts, realizing David's participation in the 
     plan.

                           NIMZIKI
               This is ridiculous.

                           GENERAL GREY
               How long would their shields be down?

                           DAVID
               Once they discover the virus it could 
               be a matter of minutes.

                           NIMZIKI
               You want us to co-ordinate a massive 
               world wide counter strike with a 
               window of only a few minutes?

                           GENERAL GREY
               With their shields down it might be 
               possible.

                           NIMZIKI
               Please, you're not buying into any 
               of this nonsense, are you?  We don't 
               have the manpower or the resources 
               to launch that kind of a campaign.
                    (gesturing to the 
                    alien ship)
               Not to mention that this whole 
               cockamamie plan is dependent on a 
               machine that no one in the world is 
               qualified to operate.

                           STEVE (O.S.)
               I wouldn't say that, sir.

     Everyone turns to Steve who steps through the crowd.

                           STEVE (CONT'D)
               I've seen them in action.  I've 
               watched their maneuvers.  With your 
               permission, sir, I'd like the 
               opportunity to try.

                           NIMZIKI
               That thing's a wreck.  It crash landed 
               back in the fifties!  We don't even 
               know if it's capable of flying.

     David turns to the Technicians.

                           DAVID
               Remove the clamps!

                                                       (CONTINUED)

-----------------------------------------------------------------------------------------------------
                                                           p. 110


     Technicians move to the large holding clamps on either side 
     of the craft.  With a loud CLANK, the clamps are pulled away.

     For a moment the hulking craft TEETERS unevenly, but quickly 
     stabilizes, FLOATING ABOVE THEM.

                           DAVID (CONT'D)
               Any other questions?

     Everyone stares at the floating ship with wonder.

                           PRESIDENT
               Let's do it.

217   INT. HALLWAY - MOMENTS LATER                                217   

     Constance, General Grey and the President are walking down 
     the hall.  Nimziki rushes to catch up.

                           NIMZIKI
               I understand that you're upset over 
               the death of your wife but that's no 
               excuse for making another fatal 
               mistake...

     The President whirls, grabs Nimziki and SLAMS him against 
     the wall.  Holding him tight, the President gets in his face.

                           PRESIDENT
               The only mistake I made was appointing 
               a sniveling little weasel like you 
               Chief of Staff.

     Constance is about to intervene when General Grey stops her.

                           PRESIDENT (CONT'D)
               But this is a mistake, I am thankful 
               to say, I do not have to live with.  
               Mr. Nimziki, you're fired.

     The President releases him and turns to General Grey.

                           PRESIDENT (CONT'D)
               Organize every plane you can find 
               and get some Goddamned pilots to fly 
               them.

                           GENERAL GREY
               Yes, Sir.

     He storms off leaving everyone stunned.

                           NIMZIKI
               He can't do that.

                                                       (CONTINUED)

-----------------------------------------------------------------------------------------------------
                                                           p. 111


                           CONSTANCE
                    (amazed)
               He just did.

                                                          CUT TO:

218   INT. MILITARY TENT - CONTINUOUS                             218   

     Four BRITISH AIR PILOTS are gathered around a table going 
     over a map.  One pilot, REGINALD, is in charge.

                           REGINALD
               ...we've been told that there may be 
               additional re-enforcement in hiding 
               near the Golan Heights...

     Suddenly the flap to the tent opens.  All the pilots draw 
     their pistols frightening the ARAB PILOT who stands in the 
     doorway.  The Arab Pilot speaks quickly in Arabic.

                           REGINALD (CONT'D)
               What the hell's he saying?

                           THOMSON
                    (explaining)
               Seems they're getting a signal.

     One Morse code.

219   EXT. DRY LAKE - SECONDS LATER                               219   

     As they step out of the tent we SEE more than a HUNDRED 
     FIGHTERS PLANES from different nations parked around them.

     They've all gone into hiding out here in the desert, divided 
     into many smaller camps.

     Reginald and Thomson follow their Arab cohort, walking through 
     the many other campsites.  Thomson gets some stares from the 
     IRAQI PILOTS.

                           REGINALD
               I still don't believe this.

                           THOMSON
               The Iraqis don't appear altogether 
               too pleased with this arrangement.

                           REGINALD
               How do you think the Israelis feel?

     Sure enough a campsite of ISRAELI PILOTS sits very near by.

                                                       (CONTINUED)

-----------------------------------------------------------------------------------------------------
                                                           p. 112


     ANGLE - ARABIAN AIR FORCE CAMP

     Dozens of Arab pilots are gathered around a large radio as 
     the Morse code comes through.  Thomson quickly kneels down, 
     taking notes.

                           THOMSON
               It's from the Americans.  They want 
               to organize a counter offensive.

                           REGINALD
               It's about bloody time.  What do 
               they plan to do?

220   EXT. ICE PLATEAU - SIBERIA - DAY                            220   

     Several Russian Pilots are gathered around a radio, their 
     dozen MIG FIGHTERS standing behind them.

                           RUSSIAN #1
                    (subtitled)
               They claims to be able to bring down 
               their shields.

                           RUSSIAN #2
               When do they want to attack?

221   EXT. VOLCANO BASE - FUJI - DAY                              221   

     At the base of a large Volcano in Fuji, several Japanese 
     attack helicopters stand near their pilots, gathered around 
     a radio.

                           JAPANESE PILOT
                    (subtitled)
               The attack begins in thirteen hours.

                                                          CUT TO:

222   INT. AREA 51 - WAR ROOM - DAY                               222   

     A large world map has been constructed.  Several sites are 
     marked with stickers reading: COMBAT READY.  Another sticker 
     is put onto Mr. Fuji.

     Striding in, the President surveys the war room.  General 
     Grey rushes over to meet him.

                           PRESIDENT
               How're we doing?

                           GENERAL GREY
               Better than we thought.

                                                       (CONTINUED)

-----------------------------------------------------------------------------------------------------
                                                           p. 113


     General Grey leads the President over to the wall map.

                           GENERAL GREY (CONT'D)
               We have confirmed divisions of troops 
               from different armies all around the 
               world.  Most of Europe, the Middle 
               East and Asia are battle ready.

                           PRESIDENT
               And our troops here?

                           GENERAL GREY
               We've been collecting planes from 
               all over but...

                           PRESIDENT
               But what, General?

                           GENERAL GREY
               Pilots, sir.  We don't have enough 
               people to get them in the air.

                           PRESIDENT
               Then find them.

                                                          CUT TO:

223   INT. BRENNON TRAILER - NIGHT                                223   

     Troy is sleeping peacefully in his bed.  Russell sits at the 
     kitchen table as Miguel enters.

                           MIGUEL
               How' he doing?

                           RUSSELL
               Just fell asleep.  He's gonna be 
               just fine.  Join me in a little 
               celebration?

     Russell holds up his bottle of Jack Daniels.  Clearly he's 
     been drinking again.  Miguel is crestfallen.  Pissed he turns 
     and storms out.

                           RUSSELL (CONT'D)
               Miguel.  Don't be mad.  Miguel!

     Drunkenly, Russell chases after him.

224   INT. AREA 51 - REFUGEE CAMP - CONTINUOUS                    224   

     Making his way through the campers, Russell SEES a group of 
     refugees around some MILITARY OFFICERS who addresses them.

                                                       (CONTINUED)

-----------------------------------------------------------------------------------------------------
                                                           p. 114


                           OFFICER
                    (through megaphone)
               ...We're planning to launch a counter 
               offensive...

     Russell wanders over towards them.

                           OFFICER (CONT'D)
               ...with our depleted manpower we 
               must ask that anyone with any flight 
               experience come forward.  Military 
               training is preferable but anyone 
               who can fly a plane could be useful...

     Russell pushes his way through the crowd.

                           RUSSELL
                    (slurred)
               I can fly, I mean, I'm a pilot.

     The officer just stares at the bottle of Jack Daniels still 
     in his hand.

                           OFFICER
               Sorry, sir.

     Russell gets into his face, desperate.

                           RUSSELL
               You don't understand.  I've gotta be 
               part of this.  This is important to 
               me.  They ruined my life.

                           OFFICER
               Why don't you go somewhere and sleep 
               it off.

     The Officers move on, taking a few volunteers with them.

     Russell watches them go, dejected.  Angrily, he throws the 
     bottle of Jack, SMASHING it.

225   INT. STORAGE LAB - NIGHT                                    225   

     A large MISSILE slides back into a LAUNCHER that has been 
     attached to the top of the alien attacker.  Some workers 
     PAINT over the patch-work repairs.  Below, Mitchell briefs 
     Steve and David.

                           MITCHELL
               We've hid the launcher in the ship's 
               manifold.

     Mitchell takes a small black box from a table near by.

                                                       (CONTINUED)

-----------------------------------------------------------------------------------------------------
                                                           p. 115


                           MITCHELL (CONT'D)
               This will be attached to the ships 
               main console.

                           STEVE
               It's just like an AMRAAM launch pad 
               on the stealths.

                           MITCHELL
               Exactly.  Use it the same way.  Only 
               the nuke won't detonate on impact.  
               You'll have another thirty seconds 
               to get as far away as you can.

                           DAVID
               I'll see how they're doing with the 
               radio transmitter.

                           STEVE
                    (checking his watch)
               Oh shit, we're late.

                           DAVID
               We'll meet you there.

     Steve dashes off as David moves toward the attacker.

     Constance has been eavesdropping.  She walks to David.

                           CONSTANCE
               Thirty seconds?  Isn't that cutting 
               it a little too close?

                           DAVID
               We'll be well on our way out of there 
               before we shoot that thing off.

     David leans under the attacker where a TECHNICIAN is attaching 
     another device.

                           TECHNICIAN
               It's the strongest SHF transmitter 
               we could get.  It'll tell us when 
               you've uploaded the virus.

                           DAVID
               Then cross your fingers the shields 
               go down.

     David turns and walks away, Constance following.

                           CONSTANCE
               With you?
                           (MORE)

                                                       (CONTINUED)

-----------------------------------------------------------------------------------------------------
                                                           p. 116


                           CONSTANCE (CONT'D)
               I don't understand why you can't 
               just show someone how to plant the 
               virus, somebody trained for this 
               kind of mission?

                           DAVID
               If anything goes wrong I'll have to 
               think quickly, adjust the signal, 
               who knows?

     David stops, picking up a small trash can labelled "recycle."

                           DAVID (CONT'D)
                    (smiling)
               You know how I'm always trying to 
               save the planet.  This is my chance.

     David rushes off.  Constance watches him leave.

                           CONSTANCE
                    (to herself)
               Now he gets ambitious.

226   INT. SMALL GATHERING HALL - SAME                            226   

     Jasmine is kneeling as Dylan tries to zip up the back of her 
     dress.

                           DYLAN
               It's too tight.

                           JASMINE
               I had to borrow it.  I guess that's 
               good enough.

     Jasmine stands, turns to Dylan.

                           JASMINE (CONT'D)
               How do I look?

     She looks great.  But Dylan only gives her the "so-so" hand 
     gesture.

                           JASMINE (CONT'D)
               You're a lot of help.

     The door behind her flies open and Steve marches in.

                           JASMINE (CONT'D)
               You're late.

                           STEVE
               You know me...

                                                       (CONTINUED)

-----------------------------------------------------------------------------------------------------
                                                           p. 117


                           JASMINE
               I know, you like to make a big 
               entrance.

     Steve moves next to Jasmine, takes her hand.

                           STEVE
               Before we do this, I want you to 
               know I'm sorry.

                           JASMINE
               Sorry for what?

                           STEVE
                    (serious)
               I should have done this a long long 
               time ago.

                           MALE VOICE (O.S.)
               Do you have the ring?

     As we REVERSE ANGLE we see that we are in a military CHAPEL, 
     a large crucifix on the wall.  A CHAPLAIN stands by the altar.

                           STEVE
               You bet.

     Steve pulls out the famous "dolphin" ring.

                           CHAPLAIN
               Witnesses?

     Just then the doors open and David and Constance enter taking 
     seats on opposing sides of the aisle.

                           CHAPLAIN (CONT'D)
               Then let's get this show on the road.

     Steve and Jasmine take their places at the altar.  Jasmine 
     is radiant.  Dylan rushes up and joins them.

     As the ceremony begins, David and Constance share a pregnant 
     glance.  Slowly they reach across the aisle and hold hands 
     as Steve and Jasmine exchange their vows.

                                                          CUT TO:

     HANGAR DOORS - PRE-DAWN

     Slowly spread apart revealing the myriad of different planes 
     that have been gathered.  Pilots, flights crews and refugees 
     prepare for the battle.

                                                       (CONTINUED)

-----------------------------------------------------------------------------------------------------
                                                           p. 118


227   EXT. AREA 51 - TARMAC - PRE-DAWN                            227   

     Walking out the President scans the motley collection of 
     planes; old, new, high-tech, low-tech.

                           GENERAL GREY
               Beggars can't be choosers, sir.

     Nodding in agreement, the President walks among the rank and 
     file.  Slowly they turn their attention to the President.

                           PRESIDENT
               Good morning.  In less than one hour 
               planes from here and all around the 
               world will launch the largest aerial 
               battle in the history of mankind...
                    (beat)
               Mankind.  The word has new meaning 
               for all of us now.  We are reminded 
               not of our petty differences but of 
               our common interests.

     Constance, David and Moishe join the group, listening.  Even 
     David is moved.

                           PRESIDENT (CONT'D)
               Perhaps it's fate that today, July 
               the Fourth, we will once again fight 
               for our freedom.  Not from tyranny, 
               persecution or oppression.  But from 
               annihilation.  We're fighting for 
               our right to live, to exist.  From 
               this day on, the fourth day of July 
               will no longer be remembered as an 
               American holiday but as the day that 
               all of mankind declared we will not 
               go quietly into the night.  We will 
               not vanish without a fight.  We will 
               live on.  We will survive.

     The crowd erupts into applause and cheers.  The President 
     turns and walks over to an Officer holding a bundle of 
     clothes.  General Grey confronts the President as he begins 
     to disrobe.

                           GENERAL GREY
               Mr. President, just what do you think 
               you're doing?

                           PRESIDENT
               I'm a pilot, Will.  This is where I 
               belong.

     General Grey wants to argue but can't.

                                                       (CONTINUED)

-----------------------------------------------------------------------------------------------------
                                                           p. 119


228   INT. STORAGE LAB - SAME                                     228   

     Constance and David embrace as Steve turns to Dylan.

                           STEVE
               When I'm back we'll light those 
               fireworks.

     Jasmine hugs them both as Moishe walks over to David.

                           MOISHE
               David, take these.

     David looks down at the "barf bags" in Moishe's hand.

                           DAVID
               Thanks, Pops.

                           MOISHE
               I want you should know, I'm very 
               proud of you, son.

     That means more to David than Moishe could have known.

                           CONSTANCE
               Be careful.

     Constance hugs David as Steve suddenly freaks out.

                           STEVE
               Damn it.  We can't go yet.  I gotta 
               find some cigars.

     Steve is about to bolt when Moishe grabs him, retrieving two 
     cigars from his coat pocket.

                           MOISHE
               My last two.  With my blessings.

                           STEVE
               You're a lifesaver.

     Steve grabs them and climbs inside.  David smiles awkwardly, 
     then follows Steve.

229   INT. ALIEN ATTACKER - CONTINUOUS                            229   

     The hatch shuts and David takes a seat next to Steve who 
     hands him one of the cigars.

                           STEVE
               Hang on to this.  For our victory 
               dance.  But not 'til we hear the fat 
               lady sing.

                                                       (CONTINUED)

-----------------------------------------------------------------------------------------------------
                                                           p. 120


     Reluctantly David takes it.  As he does Steve notices the 
     "barf bag" on David's lap.  Off Steve's look...

                           DAVID
               I have a confession to make.  I'm 
               not real big on flying.

                           STEVE
               Great.

230   INT. STORAGE LAB - SAME                                     230   

     Constance and Jasmine join the others behind the observation 
     glass outside the room as the Attacker prepares for lift 
     off.

     Part of the ceiling suddenly PEELS AWAY, revealing an enormous 
     SHAFT leading topside.

231   INT. STEVE AND DAVID'S ALIEN ATTACKER - SAME                231   

     Strapping in and securing their equipment, Steve grabs hold 
     of the throttle.

                           STEVE
               You ready?  Let' rock and roll.

     Steve pulls back on the throttle but the attacker swings 
     BACKWARDS.

232   INT. STORAGE LAB - SAME                                     232   

     The Alien Attacker SMASHES BACKWARD into the rear of the 
     lab.

     Moishe winces as the others react fearfully.

233   INT. STEVE AND DAVID'S ALIEN ATTACKER - SAME                233   

     Embarrassed, Steve adjusts the throttle.

                           STEVE
               Oops.

     Like a stick shift diagram of a car, a small hand written 
     "post it" card is pasted onto the dash.  Steve reaches over 
     and turns it upside down, righting the problem.

                           STEVE (CONT'D)
               Let's try that again.

     This time he pushes the throttle forward and the Attacker 
     JERKS ahead.

                                                       (CONTINUED)

-----------------------------------------------------------------------------------------------------
                                                           p. 121


234   INT. STORAGE LAB - CONTINUOUS                               234   

     Shooting up into the ceiling shaft above, the Attacker ZOOMS 
     out of the underground laboratory.

235   EXT. AREA 51 - SHAFT - SAME                                 235   

     With a WHOOSH the Alien Attacker ZOOMS out of the underground 
     shaft and SOARS into the sky.  Once high enough it goes into 
     a wild barrel roll.

236   INT. STEVE AND DAVID'S ALIEN ATTACKER - SAME                236   

     Just as it comes out of the roll.

                           DAVID
               What the hell are you doing?

                           STEVE
               Just getting a feel for her.

237   EXT. MORNING SKIES - CLOUD BANK - SAME                      237   

     The Attacker arcs upward and disappears into the clouds.

238   EXT. AREA 51 - THE PRESIDENT'S PLANE - SAME                 238   

     The President watches the Attacker flying away.  His canopy 
     locks down as he adjusts his helmet.

                           PRESIDENT
               Grey, you read me?

                           GENERAL GREY
                    (filtered)
               Roger, Eagle One, our primary target 
               has shifted course.

239   INT. WAR ROOM - SAME                                        239   

     General Grey is standing by the large map tracking the alien 
     ships over the United States.

                           PRESIDENT
                    (filtered)
               Where's it headed?

                           GENERAL GREY
               I think our secret is out.  They're 
               headed right for us.

                                                       (CONTINUED)

-----------------------------------------------------------------------------------------------------
                                                           p. 122


240   INT. PRESIDENT'S PLANE - SAME                               240   

                           GENERAL GREY
                    (filtered)
               ETA thirty six minutes.

     The President gets a determined look in his eye.  He FIRES 
     UP his engine.  Following his lead, engines ignite, canopies 
     lock down and planes taxi to position.

241   EXT. UPPER ATMOSPHERE - ALIEN ATTACKER - SAME               241   

     The captured alien attacker soars higher and higher.

242   INT. STEVE AND DAVID'S ATTACKER - SAME                      242   

     Slowly getting sick, David holds onto his "barf bag."

                           STEVE
               You still with me?

     David nods sheepishly.  Steve's eyes go wide with wonder as 
     the ship climbs to the edge of our atmosphere.

                           STEVE (CONT'D)
                    (to himself)
               I've waited a long time for this.

     The ship begins to SHAKE, rattling harshly as it climbs.

     Through the window we SEE the blue sky EVAPORATE.  Slowly a 
     field of STARS take its place.

     This is the moment Steve had wished for all his life.  He's 
     not disappointed.  David, however, is not so thrilled.

243   EXT. SPACE - STEVE AND DAVID'S ATTACKER - SAME              243   

     Heading further into space, ZOOMING overhead.

244   INT. STEVE AND DAVID'S ATTACKER - SAME                      244   

     Through the windshield we see a huge OBJECT floating in the 
     distance, the moon behind it.

                           DAVID
               That's it.  Head straight for it.

     But Steve gets distracted, something wrong with the controls.

                           STEVE
               Something's happening.  It's not 
               responding.

                                                       (CONTINUED)

-----------------------------------------------------------------------------------------------------
                                                           p. 123


     David looks over at his laptop, connected to the ship's on 
     board computers.  Th signal is ADJUSTING.

                           DAVID
                    (thrilled)
               I was counting on that.  They're 
               bringing us in.

245   EXT. BLUE SKIES - MORNING                                   245   

     The President's plane leads thirty fighters in attack 
     formation.

                           PRESIDENT
               We have visual.

     RESERVE ANGLE - ALIEN SPACE CRAFT

     The fifteen mile wide space craft peeks over a mountain range 
     headed straight for us.

                           GENERAL GREY
                    (filtered)
               Do not engage until we've confirmed 
               the package has been delivered.

                           PRESIDENT
               Roger.

246   INT. WAR ROOM - SAME                                        246   

     Constance is standing by Lt. Mitchell behind the Military 
     cadre coordinating the battle.

                           CONSTANCE
               What if that thing gets here before 
               we can plant the virus?

                           MITCHELL
               The entire compound is buried deep 
               within the mountain.  It should give 
               us some protection.

                           CONSTANCE
               But what about all the people outside?

     Mitchell shoots her a worried look.  Quickly they both dash 
     outside.

247   EXT. MOTHER SHIP - SAME                                     247   

     Steve and David's attacker flies towards the gigantic Mother 
     Ship.  Hundreds of other attackers flow in and out of the 
     Mother Ship through the many triangular portals.

                                                       (CONTINUED)

-----------------------------------------------------------------------------------------------------
                                                           p. 124


     Steve and David's attacker's drawn into one of them.

248   INT. PORTAL SHAFT - MOTHER SHIP - SAME                      248   

     Caught in a stream of attackers, they flow through the portal 
     shaft leading into this planet sized space craft.  They pass 
     by enormous windows revealing the HUNDREDS OF ALIENS working 
     within the Mother Ship.

     We spill out of the shaft and into a gigantic cavity 
     stretching out beyond visibility.  Enormous TOWERS are 
     scattered throughout.

249   INT. STEVE AND DAVID'S ATTACKER - CONTINUOUS                249   

     Neither can believe their eyes.  Staring out the front window 
     they SEE...

     STEVE AND DAVID'S POV ALIEN TROOP PARADE GROUND

     Below them THOUSANDS OF ALIENS can be seen as they are marched 
     into dozens of enormous TROOP CONTAINERS docked at the edges 
     of the parade grounds.

                           DAVID
               Must be thousands of them.  What are 
               they doing?

                           STEVE
               Looks like they're preparing the 
               invasion.

250   INT. DOCKING STATIONS - MOTHER SHIP - CONTINUOUS            250   

     They pass the parade ground and head into the middle of this 
     huge cavernous sphere, closing in on the many LANDINGS.

     Hundreds of attackers are docked at each one.

     In the center of the Landing are large BAY WINDOWS, inside 
     is a kind of control tower.  We can SEE several ALIEN WORKERS 
     through the glass.  Steve and David's attacker is heading 
     straight towards them.

                           STEVE
               This won't work.  They'll see before 
               we can do anything.

     Lifting up another hand written card labeled "window," David 
     pushes the button underneath.

                           DAVID
               These things are fully equipped.
                           (MORE)

                                                       (CONTINUED)

-----------------------------------------------------------------------------------------------------
                                                           p. 125


                           DAVID (CONT'D)
               Reclining bucket seats, power 
               windows...

     A BLAST SHIELD lowers covering the window.

     Slowly Steve and David's attacker lowers onto large docking 
     CLAMPS which LOCK ON, holding it in place.

                           DAVID (CONT'D)
               We're in!

     David starts typing frantically.

251   INT. WAR ROOM - SAME                                        251   

     Mitchell turns from one of the consoles to General Grey.

                           MITCHELL
               He's uploading the virus.

                           GENERAL GREY
                    (into mic)
               Eagle One...

252   EXT. BLUE SKIES - SAME                                      252   

     The Presidential attack squadron zeroing in on target.

                           GENERAL GREY
                    (filtered)
               ...the package is being delivered.

     Stand by to engage.

                           PRESIDENT
               Roger.

253   EXT. AREA 51 - BRENNON TRAILER - SAME                       253   

     Alicia struggles to drag out a large duffel bag.  Philip 
     (the boy who brought the penicillin earlier) rushes over.

                           PHILIP
               Let me get that.

     He grabs the bag for her.  Alicia smiles.  Miguel helps Troy 
     down from the trailer.  As they rush away, Miguel turns to 
     Philip.

                           MIGUEL
               Where's Russell?

     ANGLE - HANGAR - ENTRANCE TO COMPOUND

                                                       (CONTINUED)

-----------------------------------------------------------------------------------------------------
                                                           p. 126


     Constance, Jasmine and Mitchell are helping to usher the 
     refugees into the compound.

                           CONSTANCE
               Hurry, we've got to get everyone 
               inside.

     Constance looks up and SEES off in the distance...

     THE ALIEN SPACE CRAFT

     Piercing the horizon, coming over the top of a distant 
     mountain.  Headed this way.

254   INT. STEVE AND DAVID'S ATTACKER - SAME                      254   

     David finishes typing.  The screen on his laptop flashes: 
     UPLOAD COMPLETE.

                           DAVID
               The virus is in.  All we can do now 
               is pray.

255   EXT. BLUE SKIES - AMERICAN FIGHTERS - SAME                  255   

                           GENERAL GREY
                    (filtered)
               Delivery complete.  Engage.

                           PRESIDENT
               Roger.

     The fighter jets GUN IT and overtake the smaller planes in 
     front of them.

     Below the President's plane the weapons bay door opens and a 
     long range AMRAAM Missile DROPS DOWN, computes its target 
     and DARTS OFF.

256   INT. WAR ROOM - SAME                                        256   

     Mitchell and General Grey move over to a monitor showing 
     visual from the Present's Plane.  They SEE the missile moving 
     towards target.

                           GENERAL GREY
               Keep your fingers crossed.

257   EXT. AMERICAN FIGHTERS - SAME                               257   

     The pilots watch nervously as the missile nears its target.

                           PRESIDENT
               Come on, baby.

                                                       (CONTINUED)

-----------------------------------------------------------------------------------------------------
                                                           p. 127


     ANGLE - AMRAAM MISSILE

     Just as it gets to the shield perimeter, the missile EXPLODES.

     The shields are still up.

258   INT. WAR ROOM - SAME                                        258   

     They watch the missile blow up harmlessly.  Deflated, General 
     Grey grabs his mic.

                           GENERAL GREY
               It didn't work.  Disengage.  Sir, 
               get your people out of there.

259   EXT. PRESIDENT'S PLANE - SAME                               259   

     The President is not ready to give up.

                           PRESIDENT
               Not yet!

     Below his plane another MISSILE drops down, and DARTS OFF.

     ANGLE - MISSILE

     This one goes past the point of the previous explosion.  It 
     moves in closer and closer.  Suddenly it HITS THE SIDE OF 
     THE SHIP.  A HUGE EXPLOSION, rips off a part of the side of 
     this immense ship.

260   INT. WAR ROOM - SAME                                        260   

     We SEE the explosion on the monitor.  Everyone in the room 
     CHEERS.

                           GENERAL GREY
               You did it!  A direct hit!

261   EXT. BLUE SKIES - AMERICAN FIGHTERS - SAME                  261   

     The pilots are thrilled.

                           PRESIDENT
               We're going in!  Squadron leaders, 
               take point.

     The fighters break off into six group of five.  One by one, 
     each fighter DROPS A MISSILE.  We follow DOZENS OF MISSILES 
     on their way to the space craft.

                                                       (CONTINUED)

-----------------------------------------------------------------------------------------------------
                                                           p. 128


     ANGLE - SPACE CRAFT

     The Attacker Bay doors open and DOZENS OF ALIEN ATTACKERS 
     shoot out.  Spreading wide.

     Guided missiles EXPLODES as they hit the City Destroyer, 
     damaging the outer hull.  The Attackers go after the American 
     fighters.  The six groups split wide.  An aerial dog fight 
     ensues.

262   EXT. AREA 51 - REFUGEE CAMP - SAME                          262   

     Miguel searches for Russell as the refugees run for the 
     hangar.

                           MIGUEL
               Russell!

     Miguel gets swept up in the tide.  As the last of them enter 
     the hangar, TWO ALIEN ATTACKERS arrive behind them, STRAFING 
     the ground.  The rows of trailers homes EXPLODE one after 
     another.

     ANGLE - ELEVATOR HALLWAY - BACK OF HANGAR

     Constance ushers the crowd into the elevator hallway.  Packed 
     into the hallway together, they are panicked at the sound of 
     the nearby explosions.  As the last one is safely inside, 
     Constance turns back and SEES...

     CONSTANCE'S POV - HANGAR AND ATTACKERS

     The attackers FIRE and the front half of the hangar EXPLODES.

     Constance is KNOCKED back against the wall.  She activates 
     the elevator and the room begins to SINK.

     As the hallway submerges, the entire hangar comes CRASHING 
     DOWN behind them.

263   INT. WAR ROOM - SAME                                        263   

     Over monitors the General observes the aerial battle.  This 
     room, too, ROCKS from the explosions.  The monitors FLICKER.

264   INT. STEVE AND DAVID'S ATTACKER - SAME                      264   

     Steve struggles with the controls but is getting nowhere.

                           DAVID
               Get us out of here!

                           STEVE
               I can't shake her free.

                                                       (CONTINUED)

-----------------------------------------------------------------------------------------------------
                                                           p. 129


265   EXT. STEVE AND DAVID'S ATTACKER - SAME                      265   

     Though the attacker guns its engine, the CLAMPS below HOLD 
     TIGHT.

266   INT. STEVE AND DAVID'S ATTACKER - SAME                      266   

     David moves over to the computer to see if he can help.

     Suddenly the large window slowly begins to DROP DOWN.

                           STEVE
               What're you doing?

                           DAVID
               It's not me.  They're overriding the 
               system.

     The blast shield continues to peel away.  David and Steve 
     drop down below the dash, hiding from view.  As the view 
     becomes unobstructed we SEE...

     POV - THROUGH WINDOW - THE LANDING

     Several Aliens looking across at us from the large bay window 
     of the Landing's control tower.

                           STEVE
               Damn!

     David leans from his hiding position and SEES several other 
     alien attackers are moving in on them.  They are surrounded.

                           DAVID
               Check and mate.

267   INT. AREA 51 - RESEARCH FACILITY - SAME                     267   

     Like images from England during the blitzkrieg, the refugees 
     are huddled on the floor, the lights FLICKERING and the muted 
     sounds of distant EXPLOSIONS.  Miguel moves through the 
     refugees, searching for Russell.

     A Yarmulke is unfolded.  As it is lifted we realize Moishe 
     is putting it on.  He holds the hands with the people around 
     him and begins to pray.  Nimziki moves next to Moishe.  Moishe 
     takes his hand.

                           NIMZIKI
               I'm not Jewish.

                           MOISHE
               It's okay.

                                                       (CONTINUED)

-----------------------------------------------------------------------------------------------------
                                                           p. 130


     ANGLE - PHILIP AND ALICIA

     As another bomb rocks the room, Alicia moves closer to Philip.

                           ALICIA
               This could be our last night on Earth.  
               I don't want to die a virgin.

                           PHILIP
               If we do, we'll both die virgins.  
               But at least we'll be together.

     Alicia smiles, a nice guy at last.

268   EXT. AREA 51 - SPACE SHIP - SAME                            268   

     The City Destroyer space ship is settling just above the 
     compound as the American fighters circle it, chased by the 
     attackers.  Below the SCHISM begins to open!

269   INT. WAR ROOM - SAME                                        269   

     In all the commotion, no one notices as Miguel sneaks inside.

                           OFFICER
               We're running out of missiles, Sir.  
               We're just not causing enough damage.

270   EXT. PRESIDENT'S PLANE - SAME                               270   

                           GENERAL GREY
                    (filtered)
               They're getting ready to fire the 
               big gun.  You're going to have to 
               find a vulnerable spot, fast.

                           PRESIDENT
               I've got an idea.  Keep 'em off my 
               tail.

     Taking the advice, the President DIVES.  He's met by two 
     flanking Fighters (EAGLES 9 & 2) as they cruise the underbelly 
     of the City Destroyer.  Sure enough, the SCHISM is opening, 
     preparing to fire the WALL OF DESTRUCTION.

                           PRESIDENT (CONT'D)
               Let's take 'em out before they take 
               us out.

     The President locks the SCHISM hatchway into the center of 
     his HUD (heads up display).  Just as he FIRES, Eagle 9 is 
     BLOWN OUT OF THE SKY.  It rocks the President, sending his 
     missile off target.

                                                       (CONTINUED)

-----------------------------------------------------------------------------------------------------
                                                           p. 131


     Off balance, the missile hits just wide of the hatchway and 
     EXPLODES, rocking the entire ship.

                           PRESIDENT (CONT'D)
               I'm out of missiles!  Eagle 2?

                           EAGLE #2 PILOT
               I'm on it.

     But before he can target, his fighter EXPLODES.

271   INT. HALLWAY - SAME                                         271   

     The lights continue to flicker.  Jasmine grabs onto Dylan 
     and Patricia, holding them tight.

272   INT. WAR ROOM - CONTINUOUS                                  272   

     On the monitor we SEE the SCHISM, and BRIGHT LIGHTS as several 
     fighters fly past.

                           GENERAL GREY
               We're out of time.  Get out of there!  
               Get as far away as you can.

273   EXT. PRESIDENT'S FIGHTER - SAME                             273   

     Pissed, the President refuses to give up.

                           PRESIDENT
               Doesn't anyone have any damned 
               missiles left?!

                           RUSSELL (O.S.)
               Sorry I'm late, Mr. President.

     The President spins and SEES darting out of the clouds...

     RUSSELL'S OLD BI-PLANE

     Russell ZOOMS past the President and alien attackers, barely 
     missing their FIRE.

                           PRESIDENT
                    (filtered)
               Who is that?  What are you doing?

                           RUSSELL
                    (into mic)
               It's okay, Sir.  I'm packin'.

     We SEE he has a large MISSILES propped up in the seat behind 
     him.  A light on it flashes ARMED.

                                                       (CONTINUED)

-----------------------------------------------------------------------------------------------------
                                                           p. 132


274   INT. WAR ROOM - SAME                                        274   

                           RUSSELL
                    (filtered)
               Just keep those guys off me for a 
               few more seconds.

     Hearing his voice, Miguel is shocked.  He moves closer towards 
     the monitors.

275   EXT. CITY DESTROYER - SAME                                  275   

     The remaining fighters lay down COVER FIRE for Russell's old 
     bi-wing.  Russell heads directly TOWARDS THE SCHISM.

276   INT. WAR ROOM - SAME                                        276   

     Everyone is gripped to the screen as we see it get closer 
     and closer to the closing bay doors.  Miguel is aghast.

                           RUSSELL
                    (filtered)
               Do me one favor...

                           OFFICER
               Who is that guy?

                           MIGUEL
               Russell!

     Miguel races over to the microphone, attempts to grab it.

                           RUSSELL
                    (filtered)
               ...tell my children I love them very 
               much.

277   EXT. CITY DESTROYER - SCHISM - SAME                         277   

     Russell nears the SCHISM, a hail of alien firepower erupting 
     around him.

                           MIGUEL
                    (filtered)
               Dad!  No!

     Russell smiles at being called "Dad."

                           RUSSELL
               I've got to, kid.  You were always 
               better at taking care of them than I 
               was anyways.

                                                       (CONTINUED)

-----------------------------------------------------------------------------------------------------
                                                           p. 133


     Russell turns off his radio as he banks UPWARD towards the 
     open SCHISM.  The climb is steep, and the bi-wing nearly 
     stalls out.

     Suddenly the bright lights VANISH and the beam begins to 
     form.

     Russell's bi-wing just makes it INSIDE THE OPEN SCHISM and 
     disappears from view.

     The President and remaining fighters BANK AWAY, clearing.

     Suddenly, A GIGANTIC EXPLOSION, RIPS THROUGH THE CENTER OF 
     THE SPACE CRAFT.  It's causing a CHAIN REACTION of explosion.

     Teetering, the entire space ship, turns away out of control.

278   INT. WAR ROOM - SAME                                        278   

     The room erupts in CHEERS.  Everyone, that is, except Miguel.

279   EXT. MOUNTAIN RANGE - SAME                                  279   

     Not far away from Area 51, the enormous craft is burning 
     from the center outwards.  Suddenly it DROPS and COLLIDES 
     with the mountain range, EXPLODING ON IMPACT.

280   INT. WAR ROOM - SAME                                        280   

     Intercepting the celebration, General Grey moves over to a 
     radio technician.

                           GENERAL GREY
               Let's get on the wire.  Tell every 
               squadron around the world how to 
               shoot those fuckers down.

281   INT. STEVE AND DAVID'S ALIEN ATTACKER - SAME                281   

     Sitting below the dash, Steve takes out the cigars, hands 
     one to David.

                           STEVE
               I guess there's nothing left to do.  
               Let's nuke 'em.

     David realizes they're both about to die.  He stares at the 
     cigar.

                           DAVID
                    (re: cigar)
               Funny, I always thought things like 
               these would kill me.

                                                       (CONTINUED)

-----------------------------------------------------------------------------------------------------
                                                           p. 134


     They share a quick sober laugh.

                           STEVE
               Nice meeting you.

                           DAVID
               You as well.

     Steve lights his cigar, then lights David's.

                           STEVE
               Ready?

282   EXT. STEVE AND DAVID'S ALIEN ATTACKER - SAME                282   

     Popping up from behind the dash, cigars in their mouths, 
     Steve and David start waving "good-bye" like idiots.

     The Aliens in the tower don't know how to react.  The 
     attackers move in for the kill.

283   INT. STEVE AND DAVID'S ATTACKER - SAME                      283   

                           STEVE
               Think they know what's coming?

     He reaches down to the black box we saw before and enters 
     the launch code.

                           DAVID
                    (still waving)
               Not a chance in hell.

284   EXT. STEVE AND DAVID'S ATTACKER - SAME                      284   

     Suddenly the missile ERUPTS from behind the manifold and 
     BLASTS into the control tower, SHATTERING THE GLASS WINDOW.

285   INT. CONTROL ROOM - CONTINUOUS                              285   

     The missile SMASHES through the glass.  The atmosphere 
     impeached, the aliens quickly succumb to the elements, choking 
     and dying.

     The missile BLASTS by WRECKING equipment until it LODGES 
     into the back wall of the Landing tower.

     A small counter on the missile begins to count down 30:00,

     29:00, 28:00...

                                                       (CONTINUED)

-----------------------------------------------------------------------------------------------------
                                                           p. 135


286   EXT. DOCKING CLAMPS - SAME                                  286   

     Rocked from the explosions, the docking clamps RELEASES and 
     the ships jostles free.

287   INT. STEVE AND DAVID'S ATTACKER - SAME                      287   

     Steve grabs the controls.

                           STEVE
               We're loose!

                           DAVID
               Doesn't matter.  Game's over.

                           STEVE
               I don't hear no fat lady.

     Steve THROTTLES IT.  The craft JOLTS AWAY.

288   EXT. DOCKING STATION - SAME                                 288   

     Steve and David's attacker BLAST away, the other alien 
     attackers follow in hot pursuit.

     The attackers FIRE.  Steve SWERVES avoiding the blasts as 
     they race for the exit.

289   INT. LANDING - CONTROL TOWER - SAME                         289   

     Gasping for breath, a dying Alien looks up at the wedged in 
     nuclear missile.  The counter reads: 00:04, 00:03, 00:02.

     We get the feeling the Alien knows what's coming.

290   INT. DOCKING BAY - SAME                                     290   

     Steve and David's attacker just reaches the doorway as the 
     center of the landing EXPLODES behind them.

     The enormous impact, rocks some of the lagging attackers off 
     track.

291   EXT. MOTHER SHIP - SAME                                     291   

     Steve DARTS his attacker out from underneath the Mother Ship's 
     belly.  A group of attackers FOLLOW.

     Just as the last of them exit the docking bay, a HUGE FIREBALL 
     erupts behind them ripping through the Mother Ship.

                                                       (CONTINUED)

-----------------------------------------------------------------------------------------------------
                                                           p. 136


     ANGLE - FARTHER AWAY

     ZOOMING towards us, Steve guides his ship away.  The Alien 
     attackers in hot pursuit.  Behind them we SEE the ENTIRE 
     MOTHER SHIP EXPLODE.

     The immense EXPLOSION GROWS OUTWARDS coming right at us.  
     The ATTACKERS are GOBBLED UP as the EXPLOSION WIDENS.  Quickly 
     the explosion gains ground on Steve and David.

     ANGLE - STEVE AND DAVID'S SHIP

     Like a loose board caught in the surf, Steve and David's 
     ship rides the edge of the explosion, getting knocked END 
     OVER END.

292   INT. STEVE AND DAVID'S ATTACKER                             292   

     Tumbling ass over tea kettle, David and Steve are ROCKED in 
     their seats.  Steve battles to regain control of the ship.

293   EXT. STEVE AND DAVID'S SHIP                                 293   

     The mammoth fireball reaches the outer edge of its zenith.

     Steve and David's ship is SPIT OUT, tumbling down towards 
     EARTH.

294   EXT. AREA 51 - TARMAC - SAME                                294   

     The fighters are returning home.  Crowd RACE out of the ruins 
     of the smoldering compound to greet them, cheering their 
     arrival.

     THE PRESIDENT'S PLANE

     The President is climbing out as General Grey rushes to his 
     aid.  Behind him, Jasmine leads Dylan and Patricia, who breaks 
     free and RUSHES to her father.  The President sweeps her up 
     in his arms as Jasmine approaches.

                           JASMINE
                    (to General Grey)
               Any word from Steve?

     Behind her, Constance rushes over, the same thing on her 
     mind.

     Before he can answer they HEAR a ROAR above.  They all become 
     silent as they turn and look to the skies.

     ANGLE - BLUE SKIES - FIREBALL

     The FIREBALL COMET is rapidly shooting down towards us.

                                                       (CONTINUED)

-----------------------------------------------------------------------------------------------------
                                                           p. 137


     Suddenly BURSTING OUT OF THE FLAMES, Steve and David's ship 
     DARTS DOWN.

     Just over the heads of the cheering crowds, Steve and David's 
     ship ZOOMS overhead, disappearing out of sight.

295   EXT. DRY LAKE - DESERT - MINUTES LATER                      295   

     Several army JEEPS race across the arid desert floor.  As 
     they WHIP past we see they are headed towards a gigantic 
     BLACK PLUME OF SMOKE in the distance.

     ANGLE PLUME OF SMOKE

     The Jeeps SKID to a halt.  Jasmine and Constance are the 
     first to leap off the Jeeps.

     Steve and David walk towards us, cigars in their mouths.

     Jasmine races over to him.

                           JASMINE
               You scared the hell out of me.

                           STEVE
               Yeah, but what an entrance!

                           JASMINE
               Dick-weed.

                           STEVE
               Butt-munch.

     Constance comes running up to David, hugs him tightly.

                           CONSTANCE
               Are you all right?

                           DAVID
               Did it work?

                           CONSTANCE
               You bet it did.

     She hugs him.  They kiss.

     ANGLE - STEVE AND JASMINE

     Behind them Dylan, Patricia, the President and General Grey 
     come walking over.  The President and General Grey approach.

                           PRESIDENT
               We're getting reports from all over.  
               Their ships are going down!

                                                       (CONTINUED)

-----------------------------------------------------------------------------------------------------
                                                           p. 138


     As they begin to celebrate, they look up to the sky.

     GROUP POV - BRILLIANT LIGHTS IN THE SKIES

     The debris from the Mother Ship explosion enters the 
     atmosphere like thousands of SHOOTING STARS.  It's an 
     incredible sight.

     The group stares happily at the show in the sky.  Steve takes 
     Dylan by the hand.

                           STEVE
               Didn't I promise you fireworks?

     Everyone stares in wonder at the beautiful lights.

                               THE END