Men in Black (1997)
      
Directed by Barry Sonnenfeld
      
Story and Screenplay by Ed Solomon
      
Based on the comic by Lowell Cunningham
   
   
Tommy Lee Jones .................... MIB Agent K (Kay)
Will Smith.....Officer James Edwards/MIB Agent J (Jay)
Linda Fiorentino ................... Dr. Laurel Weaver
Vincent D'Onofrio .................... Edgar/Alien Bug
Rip Torn ............................... MIB Chief Zed
Tony Shalhoub .................................. Jeebs
Siobhan Fallon .............................. Beatrice
   
   
       

                             MEN IN BLACK 

     A million stars wink in the night desert sky. Down here on 
     earth, an insect, one of those big, beautiful, multicolored 
     four-winged jobs, glides effortlessly on the breeze, wafting 
     along through the crisp Texas air.

     The insect dips, it banks, it does loop-the-loops -- and 
     then SPLATS unceremoniously against the windshield of a white 
     van that's tearing down the road.

 1   INT. VAN -- TEXAS/MEXICO BORDER -- NIGHT                       1   

     The DRIVER of the van, a fifty-year-old American, turns on 
     the wipers, smearing the remains all over.

                           DRIVER
               Goddamn bugs.

     He squirts some wiper fluid onto the glass, which clears it 
     up a bit, but now he sees something worse up ahead. It's a 
     grouping of headlights, eight of them, all pointed at him, 
     sealing off the road.

     He bites his lip and calls over his shoulder, to the back of 
     the van. He speaks in Spanish, which is subtitled.

                           DRIVER (CONT'D)
               Deja me hablar.
                    (Let me do the talking.)

 2   EXT. ROAD -- TEXAS/MEXICO BORDER -- NIGHT                      2   

     The van slows to a stop in front of the parked cars, all 
     government-issue four doors with "INS" stenciled on the sides. 
     Seven or eight INS AGENTS stand in front of the cars 
     imposingly. Their apparent leader steps forward and comes to 
     the window.

     The DRIVER rolls it down. AGENT JANUS, blonde-haired, blue-
     eyed, also government issue, looks at him and sighs.

                           AGENT JANUS
               Well. Nick the Dick. What a surprise. 
               Where you comin' from?

                           DRIVER
               I was fishing in Cuernavaca.

                           AGENT JANUS
               Sure you were. What do you say we 
               have a look at your catch?

                                                       (CONTINUED)

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                                                             p. 2


     AT THE BACK OF THE VAN,

     the Agents fling open the rear doors, revealing a DOZEN 
     FRIGHTENED MEXICANS, hopeful immigrants without official 
     permission. Agent Janus looks at the Driver, who's now held 
     by two other Agents, and shakes his head.

                           AGENT JANUS (CONT'D)
               Me, I woulda thrown 'em back.
                    (to the passengers, 
                    in Spanish)
               Vamanos. Fuera. Hagan una lina!
                    (Let's go. Out. Form 
                    a line!)

     They pile out of the van. Some are parents with small 
     children.

                           AGENT JANUS (CONT'D)
               What do you get, Nick? Hundred bucks 
               a head?  Two hundred? I hope you 
               saved it all for your lawyer, pal, 
               'cause you're gonna need --

     He stops in the middle of his sentence, as another car is 
     approaching, fast, its engine WHINING as it barrels down the 
     road toward them. Several Agents pull their weapons.

     The new car pulls a hard right, goes off the road, spins 
     around the INS cars, and SQUEALS to a sideways halt, 
     silhouetted in front of their headlights.  It's a boxy, black 
     1986 Ford LTD.

     TWO MEN get out, dressed in plain black suits, crisp white 
     shirts, simple black ties, shiny black shoes. KAY, fiftyish, 
     is the apotheosis of world-weary; his partner, DEE, mid-
     sixties, is just weary. They approach the INS agents.

                           KAY
               We'll take it from here.

                           AGENT JANUS
               Who the hell are you?

     Kay and Dee flash some form of ID.

                           KAY
               INS Division 6.

                           AGENT JANUS
               Division 6? I never heard of Division 
               6.

                                                       (CONTINUED)

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


                           KAY
               Really?

     Kay and Dee move past him and approach the row of nervous 
     immigrants.

                           KAY (CONT'D)
               What're we thinking, Dee?

                           DEE
               Tough call, Kay.

     He walks down the row, studying the faces, greeting each one 
     cheerily in Spanish.

                           KAY
               !Oye! Que pasa, coma estas? Hey!
                    (What's up, how are 
                    you?)
               No se preocupe, abuela. Bienvenida a 
               los Estados Unidos.
                    (Don't worry grandma.  
                    Welcome to the United 
                    States.)
                    (next)
               A donde vas? San Antonio? Buscando 
               trabajo, no? Buena suerta.
                    (Where are you going? 
                    San Antonio?  Looking 
                    for work, aren't 
                    you?  Good luck.)
                    (next)
               Es un placer verle aqui.
                    (It's a pleasure seeing 
                    you here.)

     One by one, their faces relax, reassured by Kay's calm 
     demeanor. When he reaches the fifth Guy, he keeps the same 
     cheery tone, but:

                           KAY (CONT'D)
               Que dices si te rompo la cara?
                    (What do you say if I 
                    break your face?)

     The Guy smiles and nods. Kay stops. His own smile broadens 
     and he drops a hand on the Guy's shoulder.

                           KAY (CONT'D)
               No hablas ni una palabra del Espanol, 
               verdad, amigo?
                    (You don't speak a 
                    word of Spanish, 
                    right, friend?)

                                                       (CONTINUED)

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


     Again, the Guy smiles and nods. Kay looks back at Dee.

                           KAY (CONT'D)
               We got a winner.
                    (to the others)
               Los restos estan libres a irse. 
               Largense!
                    (The rest of you are 
                    free to go. Scram!)

                           AGENT JANUS
               Sir!

                           KAY
               Tomen el camion, y vayeuse.
                    (Get on the road and 
                    go.)

                           AGENT JANUS
               Sir, you can't just --

                           KAY
               Don't "Sir" me! You have no idea who 
               you're dealing with!

     Silence on the road. The Driver grins, jumps back in the 
     front seat of the van. The others pile into the rear and 
     they tear out of there.

                           KAY (CONT'D)
                    (to Janus)
               We're gonna have a little chat with 
               our friend here. You boys can hit 
               the road ...  and keep on protecting 
               us from dangerous aliens.

     Kay and Dee escort their captive across the road and over a 
     small rise, leaving the stunned INS agents standing alone in 
     the roadway.

                           AGENT JANUS
               You ever heard of Division 6?

                           2ND INS AGENT
               There is no Division 6.

                           3RD INS AGENT
               Who are those guys?

 3   EXT. DESERT CLEARING - NIGHT                                   3   

     Kay and Dee lead their captive into a clearing in the desert 
     brush. Dee pulls an enormous handgun from a shoulder holster

                                                       (CONTINUED)

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


     and stays a pace or two off, covering him. Kay has an arm 
     draped around the man's shoulders.

                           KAY
               I think you jumped off the bus in 
               the wrong part of town, amigo. In 
               fact, I'll bet dollars to pesos that 
               you're not --

     He pulls out a small laser device, which he ZIPS neatly down 
     the front of the man's clothes.

                           KAY (CONT'D)
               -- from anywhere near here.

     The man's clothes fall to the ground, revealing what he really 
     is underneath -- A SCALY SPACE BASTARD, about four-and-a-
     half feet tall, with a snouth, snail-like tentacles, and 
     independently moving eyes on stalks at the top of his head.

     The only part of his camouflage not crumpled to the ground 
     is the humanesque "head," which he still lamely holds in one 
     of his hands. It's propped up by a stick, like a puppet, and 
     it continues to make expressions as he holds it.

                           KAY (CONT'D)
               Mikey?! When did they let you out of 
               jail?

     MIKEY replies -- an unfathomable combination of GRUNTS, 
     SQUEAKS, and saliva.

                           KAY (CONT'D)
               Political refugee. Right.

                           DEE
               You know how many treaty articles 
               you've just violated?

     Mikey makes a lame SQUEAK.

                           KAY
               One, my ass. Try seven.

                           DEE
               From unauthorized immigration to 
               failure to properly inoculate prior 
               to landing.

                           KAY
                    (off Mikey's objections)
               Okay, that's enough. Hand me your 
               head and put up your arms.

                                                       (CONTINUED)

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


     From behind Mikey, they hear a terrified GASP.

     Kay and Dee both look over quickly. One of the alien's eyes, 
     on a tall stalk, whips around too. All three of them see 
     AGENT JANUS, standing just over the rise, staring in frozen 
     amazement.

                           KAY (CONT'D)
               Ah, shit.

     Agent Janus SCREAMS. Mikey rips free of the rest of the 
     "Mexican" disguise, knocks Dee out of the way, and takes off 
     straight at Janus, SCREECHING a horrible Space Bastard 
     screech. Janus freezes, terrified.

                           KAY (CONT'D)
               Dee! Shoot him!

     Dee struggles to roll over and change the controls on his 
     gun, which fell out of his hand as he hit the ground.

                           KAY (CONT'D)
               Dee, for Christ's --

     Mikey keeps moving, covering the last few yards to Janus 
     quickly. He steps on a rock, launches himself into the air, 
     his dripping jaws cranked wide open --

     -- there is a SIZZLING sound, a brilliant white flash --

     -- and Mikey ERUPTS in a geyser of blue goo that splatters 
     all over the ground, the trees, and Agent Janus' face. Behind 
     where Mikey was, Kay stands, smoking weapon in hand.

 4   EXT. ROAD -- TEXAS/MEXICO BORDER -- NIGHT                      4   

     On the road, the INS AGENTS pull their guns and run toward 
     the rise.

 5   EXT. DESERT CLEARING -- NIGHT                                  5   

     Kay has an arm around Janus, whom he is leading further into 
     the clearing.

     Janus is white, shaking, eyes like silver dollars.

                           AGENT JANUS
               Th -- th -- th --

                           KAY
                    (helping)
               "That."

                                                       (CONTINUED)

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


                           AGENT JANUS
               That wasn't -- wasn't -- wasn't --

                           KAY
               Human, I know. Oops. Got some entrails 
               on you.

     He takes out a handkerchief and wipes off the Agent's face. 
     As he does, Janus looks back to where Mikey blew up. Then at 
     Kay. And then up at the stars.

     The other INS Agents burst over the rise, SHOUTING questions.

                           KAY (CONT'D)
               Okay, everybody, situation's under 
               control, calm down. If you'll just 
               give me your attention for a moment 
               I'll tell you what happened.

     From over the rise, car engines WHINE in the distance and 
     headlights start to flash around them. Kay reaches into his 
     pocket and pulls out a tubular metallic device the size of a 
     pocket recorder. He checks his watch, figures in his head, 
     then dials an electronic counter on the side of the device 
     up to "08."

                           KAY (CONT'D)
               This is called a "neuralyzer." A 
               gift from some friends from out of 
               town. The red eye here isolates and 
               measures the electronic impulses in 
               your brain. More specifically, the 
               ones for memory.

     Behind him, six more MEN IN BLACK, all wearing black suits 
     and sunglasses, come over the hill. Kay barks a few orders 
     to them.

                           KAY (CONT'D)
               Gimme a splay burn on the perimeter, 
               please; holes at 40, 60, and 80.

                           2ND INS AGENT
               What in the hell is going on?!

                           KAY
               Exactly the right question. And the 
               answer lies right -- here. Pay 
               attention.

                           JANUS
               Who are you, really?

                                                       (CONTINUED)

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


                           KAY
               Really? I'm just a figment of your 
               imagination.

     He holds up the neuralyzer. The Agents peer closely at it.  
     Kay reaches into his pocket, puts on his own black sunglasses --

     -- and pushes a button on the side of the neuralyzer.  A 
     BLINDING FLASH a tenth of a second long sears the Agents' 
     eyeballs. They stare blankly.

                           KAY (CONT'D)
               God, we're a gullible breed.

     Behind him, TONGUES OF FIRE blast from a flame thrower held 
     by one of the Men in Black. Kay looks back at the INS Agents, 
     who are just coming around, as if awakening from a concussion.

                           KAY (CONT'D)
               I mean it, fellas, you are lucky to 
               be alive after a blast like that.

     The Agents look around, confused.

                           AGENT JANUS
               What -- blast?

     Kay gestures behind him, where the Men in Black are now using 
     fire extinguishers to douse the flames they themselves 
     started.

                           KAY
               Underground gas vein, genius. You 
               guys need to exercise more caution 
               before discharging your firearms.

     He jabs a finger into Janus' chest.

                           KAY (CONT'D)
               Especially you.

     Dee has moved away from them all and is sitting on a rock, 
     staring up at the night sky, his sunglasses dangling idly 
     from one hand. Kay steps away from the group and finds him. 
     He sits down next to him.

                           DEE
               I'm sorry. About...back there.

                           KAY
               Happens.

                           DEE
               Didn't used to.

                                                       (CONTINUED)

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


     He holds up his hands, which tremble with age.

                           DEE (CONT'D)
               The spirit's willing, Kay, but the 
               rest of me...

     He looks up, at the million stars shining overhead.

                           DEE (CONT'D)
               They're beautiful, aren't they?

                           KAY
               What?

                           DEE
               The stars. We never just -- look. 
               Anymore.
                    (back to Kay)
               I'll tell ya, Kay. I will miss the 
               chase.

     Kay pulls his neuralyzer from his pocket and looks down at 
     it.

                           KAY
               No. You won't.

 6   EXT. GRAND CENTRAL STATION -- SOUTHERN EXPOSURE -- NIGHT       6   

     A shot of the clock on the Station's stately southern 
     exposure. WE PAN DOWN TO...

     A pair of feet running. They belong to a man we will know as 
     the PERPETRATOR. As we track with him, he SPEEDS UP and OUT 
     OF FRAME.

     A new set of feet come into frame. These belong to JAMES 
     EDWARDS, a NYC COP in undercover street clothes. In the 
     BACKGROUND, about ten feet behind, are two other cops, trying 
     to keep up.

     Edwards is a lot faster, though. He pulls out his badge that 
     hangs from a chain under his shirt.

                           EDWARDS
               Stop! NYPD!

     He continues running, out of frame, and we stay on one of 
     the other COPS, overweight, who gives up the chase and drops 
     to his knees, heaving air.

                           COP
               All yours, Edwards!

                                                       (CONTINUED)

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


     The Cop fumbles in his pocket for a pack of cigarettes.

     TRACK WITH EDWARDS AND THE PERP

     As they run down the bridge that traverses Park Avenue in 
     the low Forties.

     The Perp veers to the left and, seemingly oblivious to the 
     fact that it's a thirty-foot drop, he hurdles the guard rail, 
     and drops to Forty-first Street below.

     EDWARDS is surprised by this maneuver, but doesn't waste a 
     second. He, too, hurdles the guard rail and lands on...

 7   EXT. 41ST STREET AND PARK AVENUE - NIGHT                       7   

     A DOUBLE-DECKER BUS, one of those cheesy sightseers that 
     hold up midtown traffic. The bus, of course, is completely 
     filled with JAPANESE TOURISTS, and it seems like every single 
     one of them has a video camera.

     EDWARDS pushes through the crowd...

                           EDWARDS
               Grand Central Station off to your 
               left, folks...

     With the bus still moving, he scrambles down the circular 
     stairs and runs out through the side door.

     He spots the Perp, sailing east on Forty-first Street.

                           EDWARDS (CONT'D)
               Dammit, man, you're making me sweat 
               up my gear!

     Edwards spots one of those New York Post delivery trucks, 
     the kind with the open back door, rumbling by.  He runs and 
     jumps into the back.

 8   EXT. FIFTH AVENUE -- NIGHT                                     8   

     THE PERP, meanwhile, is running at top speed, when Edwards 
     glides into frame, leaning off the back of the truck.

                           EDWARDS
               Yo, man, your luck just ran out.

     He leaps from the back of the moving truck and tackles the 
     Perp.

     The Perp, now straddled by Edwards, is terrified.

                                                       (CONTINUED)

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


                           PERP
               He's coming! He's coming!

                           EDWARDS
               And when he gets here, I'll kick his 
               ass too.

     Edwards is about to slap the cuffs on him, when the Perp 
     blinks. Nothing unusual about that, but then another set of 
     translucent, milky white eyelids, underneath his regular 
     eyelids, blinks also.

     Edwards is thrown for a moment, which is all the time the 
     Perp needs to pull out...

     His WEAPON, which is the strangest looking gun you've ever 
     seen. Reacting quickly, Edwards bats it out of the Perp's 
     hand.

     THE WEAPON smashes into the stone wall surrounding Central 
     Park and SHATTERS into a million pieces.

                           EDWARDS (CONT'D)
               What the...

     WHOMP! The Perp kicks him in the nuts, then scrambles to his 
     feet and takes off again. Edwards staggers after him, in 
     pain.

     The Perp leaps over a moving car, towards the GUGGENHEIM 
     MUSEUM. Edwards tries to follow, but a bus pulls in front of 
     him. After it passes, the Perp is gone.

 9   EXT. GUGGENHEIM MUSEUM -- NIGHT                                9   

     Edwards runs over to the Museum, leans over the wall that 
     surrounds it, and in the next instant...

     The Perp flies past him, having leapt from twenty feet down 
     to the top of the Guggenheim. He scrambles up and over the 
     ledge.

     Edward reacts. He runs to the front door of the Museum, shoots 
     it open and runs inside.

     He runs from the rotunda up the grand ramp of the Guggenheim.

10   EXT. GUGGENHEIM MUSEUM -- ROOF -- NIGHT                       10   

     On the roof, the PERP reaches the top, climbs over the edge, 
     and CRUNCHES to the gravel surface. He leaps to his feet and 
     races over to a door. It's locked.

                                                       (CONTINUED)

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


     He tugs on another. It's locked too. He pulls on a third. It 
     swings open --

     -- revealing EDWARDS on the other side, breathing hard. He 
     aims his weapon at the Perp.

                           EDWARDS
               Wassup?

     The Perp SCREAMS inhumanly and panics. He backpedals, toward 
     the edge of the roof.

                           PERP
               He's coming! He's coming because I 
               failed, and now he'll kill me too!

                           EDWARDS
               Stop!

                           PERP
               You don't understand. Your world is 
               gonna end.

     But the Perp has backed right into the edge of the roof, and 
     now he starts to fall over. The Perp blinks.

                           EDWARDS
               What are you?!

     The Perp looks down. He decides.

     -- and he falls, SCREAMING, to his death.

                                                          CUT TO:

11   INT. INTERROGATION ROOM -- NIGHT                              11   

     EDWARDS sits on one side of the table, a POLICE INSPECTOR 
     and a UNIFORMED SERGEANT (the one who gave up the chase and 
     lit a cigarette earlier), sit across from him.

                           INSPECTOR
               Perpetrator then blinked two sets of 
               eyelids. You mean blinked with both 
               eyes?

                           EDWARDS
               No, sir. He blinked once with one 
               set, then again with another 
               completely different set.

                           SERGEANT
               Sort of a low beam, high beam.

                                                       (CONTINUED)

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


                           INSPECTOR
               Was that before or after he drew the 
               weapon which you claim evaporated 
               into a million pieces?

                           EDWARDS
               After, sir.

                           INSPECTOR
               And why do you suppose none of the 
               other officers saw either of these 
               two events?

                           EDWARDS
               'Cause some of the other officers 
               are a little soggy in the midsection. 
               And they couldn't keep up, sir.

                           SERGEANT
               Hey, Edwards, if you were half the 
               man I am --

                           EDWARDS
               What do you mean? I am half the man 
               you are.

                           SERGEANT
               What the hell is your problem?

                           EDWARDS
               My problem is you being all up in my 
               damn face all the time.

                           SERGEANT
               I think he threw him off the roof. 
               Ten minutes -- your best shot.

                           INSPECTOR
                    (cutting off the 
                    Sergeant)
               Sergeant. I want to talk to you 
               outside.

     Now.

                           EDWARDS
               You need ten minutes on a Stairmaster, 
               you pudgy bastard.

12   INT. INTERROGATION ROOM -- LATER -- NIGHT                     12   

     A woman sneaks into the room. DOCTOR LAUREL WEAVER, thirtyish, 
     dark-haired, dark-eyed, general aura of darkness around her, 
     stands above him. Laurel looks like she was just dragged out

                                                       (CONTINUED)

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


     of bed (which she was) and saw a spaceman (which she did).  
     She looks over her shoulder once, then whispers to him.

                           LAUREL
               Laurel Weaver. Deputy Medical 
               Examiner. I believe you. I opened 
               him up. Find me at the morgue. On 
               26th. I'll tell you what I found.

                           EDWARDS
               Hey... Wait a minute. Wait a minute.

                           LAUREL
                    (turning at the door)
               You have really pretty eyes.

     She hurries to turn the corner, but is STOPPED by someone 
     who remains just offscreen.

                           VOICE (O.S.)
               Dr. Weaver, from the coroner's office?  
               Working on the John Doe?

     Edwards twists in his chair, to get a better look. All he 
     sees is Laurel, facing whoever it is in the hallway.

                           LAUREL
               Yes. That's right.

                           VOICE (O.S.)
               Would you look right here, please.

     The Someone says something else and Laurel steps forward, 
     now also out of Edwards's line of vision.

                           LAUREL (O.S.)
               Look where?

     Edwards stretches even further in his seat, when there is a 
     blinding FLASH from the corridor. Really curious now, he 
     starts to get up --

     -- when KAY steps into the room and closes the door behind 
     him. Edwards rolls his eyes.

                           KAY
               Some night, huh?

                           EDWARDS
               Oh, yeah, some night.

     He crosses to the door.

                                                       (CONTINUED)

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                                                            p. 15


                           KAY
               They were gills.

     Edwards stops.

                           KAY (CONT'D)
               Not eyelids.

                           EDWARDS
               Who are you?

                           KAY
               Did he say anything to you?

                           EDWARDS
                    (scoffing)
               Yeah, sure. He said the world was 
               coming to an end.

                           KAY
               Did he say when?

                           EDWARDS
               You're kidding, right?

                           KAY
               Would you recognize his weapon if 
               you saw it again?

                           EDWARDS
               Absolutely.

                           KAY
               Let's take a ride.

                           EDWARDS
               Wait a minute. I got a ton of 
               paperwork.

                           KAY
               It's all done.

     At that point, the INSPECTOR sticks his head in, smiles and 
     gives Edwards the thumbs up.

                           INSPECTOR
               Good work, Edwards.

     Edwards looks at the Inspector, then at Kay. As they leave.

                           KAY
               You ran that guy down on foot? That's 
               tough.
                           (MORE)

                                                       (CONTINUED)

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


                           KAY (CONT'D)
               That's double tough.

                                                          CUT TO:

13   INT. FORD LTD - A MOMENT LATER - DRIVING                      13   

     In a plain, boxy Ford, Kay drives, silent. He raises his 
     hand and nods to a black MIB truck coming in the opposite 
     direction.  Edwards, in the passenger seat, is still in his 
     undercover outfit.

                           EDWARDS
               So who you with?

     Kay says nothing.

                           EDWARDS (CONT'D)
               You got the plain clothes, the 
               government-issued wheels. Secret 
               Service?  CIA?

     Kay remains utterly silent.

                           EDWARDS (CONT'D)
                    (referring to the car)
               Yeah, well, whoever it is, you're 
               short on funding.

                           KAY
               Nothing is what it seems, kid.

                           EDWARDS
               Oh, yeah, my bad '86 Ford LTD. That's 
               a luxury ride. C'mon, who ya with?

     Kay pulls the car to a stop.

                           KAY
               I'm part of a secret organization 
               that monitors and polices alien 
               activity on earth.

     Kay opens the door and gets out of the car. Edwards follows.

14   EXT. PAWN SHOP - NIGHT                                        14   

     Edwards looks around. Sees they're standing in front of a 
     PAWN SHOP.

                           EDWARDS
               This is where we're going?

     They get out of the car.

                                                       (CONTINUED)

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


                           EDWARDS (CONT'D)
               Jack Jeebs? Guy buys from chain 
               snatchers.  Doesn't even sell guns.

                           KAY
               Really?

                           EDWARDS
               All right, you think it's worth 
               shaking him up, fine. I'll do my 
               thing. Then I want some answers.

                           KAY
               Do your "thing," kid.  

     Edwards goes inside.

15   INT. PAWN SHOP - NIGHT                                        15   

     JACK JEEBS is the sleazy, sarcastic proprietor of the Pawn 
     Shop. He's not easily intimidated.

                           JEEBS
               Officer Edwards. Oh, hey, geez, how'd 
               these get here? I thought I turned 
               'em in to the proper authorities.

     He casually brushes some Rolexes off the counter.

                           EDWARDS
               Way I hear it, Jeebs, you into 
               something a little hotter than some 
               stolen Rolexes.

                           JEEBS
               Sure -- I'm a big crack dealer now. 
               I just work here because I love the 
               hours.

     This pisses Edwards off. He grabs Jeebs by the collar.

                           EDWARDS
                    (getting angry)
               I'm talking about guns, Jeebs. High-
               tech stuff.

                           JEEBS
               C'mon, Edwards, whatcha see is what 
               I got.

                           KAY (O.S.)
               Why don't you show him the imports, 
               Jeebs.

                                                       (CONTINUED)

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


     At the sound of Kay's voice, Jeebs suddenly pales, a look of 
     fear coming over his face.

                           JEEBS
               H-hiya Kay, how are you?

                           KAY
               The imports, Jeebs. Now.

                           JEEBS
               You know I got outta that business a 
               long time ago, Kay.

                           KAY
               Why do you lie to me? I hate it when 
               you lie.

     He pulls his own gun and aims it at Jeebs' forehead.

                           JEEBS
               Whoa, whoa, Kay, hold on a minute 
               here...

                           KAY
               I'm going to count to three.

     Edwards, seeing that Kay is getting somewhere, joins in the 
     routine.

                           EDWARDS
               He'll do it, Jeebs.

                           KAY
               One.

                           EDWARDS
               I've seen him do it.

                           KAY
               Two.

                           EDWARDS
               Talk to me, Jeebs, he's crazy when 
               he's like this.

                           JEEBS
               He's always crazy.
                    (to Kay)
               Take a cruise. Get a massage --

                           KAY
               Three.

                                                       (CONTINUED)

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


     KA-BOOM! Kay blows Jeebs' head off and Jeebs' body collapses 
     to the floor.

     Edwards is shocked.

     Edwards pulls his own weapon and points it at Kay's head.

                           EDWARDS
               Put down the gun and put your hands 
               on the counter!

                           KAY
               I warned him.

                           EDWARDS
               Drop the weapon!

                           KAY
               You warned him.

                           EDWARDS
               You are under arrest. You have the 
               right to remain silent.

                           KAY
               Will you relax?

                           JEEBS (O.S.)
                    (irritated)
               Don't do that.

     Edwards whirls around to see Jeebs' BODY, growing another 
     head. Only takes four or five seconds. Kay calmly shoves his 
     gun up against Jeebs' baby-soft new cheek.

                           JEEBS (CONT'D)
               Do you know how much that hurts?

                           KAY
               Show us what you got, Jeebs. Or I'll 
               use up another one.

     Jeebs, panicked, hits a button on the underside of the 
     counter, which promptly flips over, revealing yet another 
     dusty shelf, piled high with junk --

     -- but this is all alien junk. Weapons, mostly, bizarre, 
     otherworldly weapons of all shapes and sizes.

                           KAY (CONT'D)
               Edwards?

     Edwards, still dazed by Jeebs' regrown head, glances down at 
     all the weapons.

                                                       (CONTINUED)

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


                           EDWARDS
               Uh, this. This is what I saw.

     Kay looks at Jeebs, pissed off.

                           KAY
               You sold a carbonizer with implosion 
               capacity to an unlicensed cephlapoid.

                           JEEBS
               He looked all right to me.

                           KAY
               A carbonizer is an assassin's weapon, 
               Jeebs.  Who was the target?

                           JEEBS
               I don't know.

     Kay raises the weapon again, threatening.

                           KAY
               Jeebs!

                           JEEBS
               I don't know!

     Kay lowers his gun, gestures to the shelf full of weapons.

                           KAY
               This is all confiscated. All of it. 
               I want you on the next transport off 
               this rock. Or I'll shoot you where 
               it doesn't grow back.

     Jeebs nods, point taken. Kay leaves.

                           EDWARDS
               Yeah. I'll be by tomorrow for those 
               Rolexes.

     Shaken, Edwards follows.

16   EXT. PAWN SHOP -- NIGHT                                       16   

     Edwards staggers out of the shop, trying to get the day's 
     events straight in his head.

                           EDWARDS
               The eyelids, fine ... and the jumping 
               thing ... and the gun ... okay, but 
               the head?

                                                       (CONTINUED)

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


                           KAY
               Searching for a handle on the moment 
               here?  A place to file all this.

                           EDWARDS
               See a head doesn't do that, it doesn't 
               just grow back.
                    (looking up)
               What's going on?

                           KAY
               Can't help you, kid. Only comfort I 
               can offer is that tomorrow, you won't 
               remember a thing.

                           EDWARDS
               Oh, no. This I'm gonna remember for 
               a long, long time.

     Kay pulls the neuralyzer from his pocket. He hesitates for 
     the briefest of moments -- as if this particular neuralyzation 
     is different than all the others.

     Then he puts on his sunglasses.

                           KAY
               Ever see one of these?

                                                          CUT TO:

17   INT. CHINESE RESTAURANT - NIGHT                               17   

     -- the flash dims on EDWARDS and KAY, sitting at a table in 
     a Chinese restaurant.

                           KAY
                    (finishing a joke)
               -- and the wife says yeah, Harry, I 
               know, but this one's eating my 
               popcorn!

     He busts out laughing. Edwards, across from him, is completely 
     disoriented. He looks down. There's a half-eaten order of 
     broccoli beef and several empty bottles of beer on the table 
     in front of him.

                           EDWARDS
               Huh?

     Kay checks his watch.

                           KAY
               Whoops. Gotta run. Thanks for the 
               egg rolls.

                                                       (CONTINUED)

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


                           EDWARDS
               Where am I?

                           KAY
               See what I mean about tequila? You're 
               a bright young man, James. Just lay 
               off the sauce. I'll see you tomorrow, 
               nine a.m. sharp.

     He turns and walks out. Edwards checks his watch. A WAITRESS 
     appears.

                           WAITRESS
               Another beer?

                           EDWARDS
               Coffee. Please.

     She walks off. Edwards looks at the table. There is a business 
     card lying next to his plate, on which Kay has handwritten 
     "James D. Edwards, Saturday, 9 a.m., 504 Battery Drive."

     Edwards looks at it, puzzled. He turns the card over and 
     looks at the other side. There's not much there, no name, no 
     phone or fax number, no e-mail address. Just three little 
     letters, dead in the middle of the card:

     MIB

                                                          CUT TO:

18   EXT. FARMHOUSE - NIGHT                                        18   

     A lonely farmhouse stands amid the fields of upstate New 
     York farm country. Several lights are on and through a window 
     we can see the silhouette of a MAN sitting at the kitchen 
     table, the silhouette of a WOMAN hovering over him, bringing 
     things to him.

     The Man (EDGAR) waves his arms, ranting.

                           EDGAR (O.S.)
               I go out, I work my butt off to make 
               a living, all I want is to come home 
               to a nice clean house with a nice 
               fat steak on the table, but instead 
               I get this -- this -- I don't even 
               know what you call this!

     In the sky above, it's one of those brilliant star fields. 
     But something strange is happening with one of those stars -- 
     it's getting bigger.

                                                       (CONTINUED)

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


                           EDGAR (O.S.) (CONT'D)
               I'll tell you what it looks like, it 
               looks like poison. Don't you take 
               that away, I'm eating that, damn it! 
               It is poison, isn't it?!

     No, that star isn't getting bigger, it's moving. Toward us. 
     Fast. It goes from a pinpoint to a dime, to a nickel, to a 
     quarter, and works its way into fruit metaphors.

                           EDGAR (O.S.) (CONT'D)
               I swear to God, I would not be 
               surprised if it was, the way you 
               skulk around here like a dog been 
               hit too much -- or ain't been hit 
               enough, I can't make up my mind.

     Okay, we're way past watermelon now, that thing is huge, and 
     it's starting to glow hot red as it enters the earth's 
     atmosphere, headed straight toward us, coming here, to 
     Beatrice and Edgar's place.

     The blazing fireball barrels through the sky, SNAPS off a 
     couple trees --

                           EDGAR (O.S.) (CONT'D)
               You're useless, Beatrice!  The only 
               thing that pulls its weight around 
               here is my goddamn truck!

     -- and SLAMS right through a pickup truck parked in the 
     driveway. A concussive BLAST follows, then a geyser of smoke 
     and flame erupts.

                           EDGAR (O.S.) (CONT'D)
               Stay here!

     The silhouette of Edgar leaps to its feet, races to the door, 
     and throws it open. Edgar is everything his voice led us to 
     expect -- a nasty, bug-eyed redneck carrying a twelve-gauge 
     shotgun. His mouth agape, he walks across the yard and stares 
     at the hulking shell that was his truck.

     The skeleton of the truck is still there, but there's a huge, 
     smoldering hole in it, a hole that goes at least ten feet 
     down into the ground.

                           EDGAR (CONT'D)
               Figures.

     He walks to the truck and touches the door handle. Hot. Using 
     his shirt tail, he opens the door and peers down into the 
     hole.

                                                       (CONTINUED)

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


     IN THE HOLE, he sees a smooth curve of metal and a few 
     blinking lights.

     Embedded into the ground is, indeed, a spaceship, maybe eight 
     feet across.

     BEATRICE calls from behind him, standing in the doorway 
     fearfully.

                           BEATRICE
               What is it, Edgar?!

                           EDGAR
                    (turns to her)
               Get your big butt back in that house!

     Beatrice does as she's told, closing the door behind her. 
     Edgar turns back to the smoldering rock, raising his shotgun 
     in defense. AN OTHERWORLDLY VOICE comes from deep in the 
     hole.

                           VOICE (O.S.)
               Place projectile weapon on ground.

     Edgar staggers back a step, terrified. But then he regains 
     himself, raises the weapon, and steps forward, pointing it 
     menacingly down into the hole.

                           EDGAR
               You can have my gun when you pry it 
               from my cold, dead fingers!

     There is a pause while the voice thinks about this offer. 
     Finally, it responds, in a voice and cadence remarkably 
     similar to Edgar's.

                           VOICE (O.S.)
               Your proposal is acceptable.

     A long, hairy pincer flashes out of the hole, grabs Edgar by 
     the head, and pulls him down into the hole.

     From deep in the hole, we hear a terrible RIPPING sound, 
     like a bedsheet being torn in half. There are some disgusting 
     GUSHY sounds, then a moment later, something flies out of 
     the hole and FLOPS onto the ground next to the truck.

     It's Edgar. Well, sort of. His body parts still hang together -- 
     face, arms, legs, even clothes -- but everything inside has 
     been removed and now he just lies there, flat and empty, 
     like a tuxedo on the floor after the prom.

                                                       (CONTINUED)

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


     The shotgun flies out and lands beside him.

                                                          CUT TO:

19   INT. FARMHOUSE - KITCHEN - NIGHT                              19   

     BEATRICE sits at the kitchen table, terrified, still wiping 
     away tears from Edgar's diatribe. The door opens and EDGAR 
     comes back into the kitchen, seemingly fleshed out again, 
     leaving the door hanging open behind him. He carries the 
     shotgun.

     She looks up at him, anxious. But his face is a blank.

                           BEATRICE
               What on earth was it?!

     He looks at her strangely. When he speaks, his voice is 
     different than before. More refined.

                           EDGAR
               Sugar.

     Pause. She looks out the window, at the smoking truck.

                           BEATRICE
               I've never seen sugar do that.

                           EDGAR
               Give me sugar.

     Puzzled, Beatrice gets up, goes to the cabinet, and grabs a 
     bag of sugar.

     She holds it out to him.

                           EDGAR (CONT'D)
               In water.

     Frightened, she takes a glass of water from the table. She 
     dumps some of the sugar into it.

                           EDGAR (CONT'D)
               More.

     She puts more, till the glass is brimming. She stirs it 
     quickly with a knife and hands it to him, her hand trembling.

     Edgar takes it and downs it in a single gulp. Beatrice stares 
     at Edgar, no idea what to think. She notices something odd 
     about the skin on his neck.

                                                       (CONTINUED)

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


                           BEATRICE
               Edgar, your skin! It's -- it's -- 
               just hanging off your bones!

     Edgar drops the glass and looks in a window, to catch his 
     reflection. He reaches up --

     -- and twists his whole face, as if adjusting a ski mask, 
     then tucks the skin of his neck back into his shirt collar.  
     He looks at her.

                           EDGAR
               That better?

     Beatrice faints.

20   EXT. FARMHOUSE - NIGHT                                        20   

     Stillness. Silence. A loud SCRAPING sound comes from the pit 
     left by the spaceship.

     The nose of the ship itself rises up out of the pit, wavers, 
     keeps moving, and finally CRUNCHES to the ground outside the 
     pit.

     EDGAR climbs out of the pit, breathing heavily. He dusts 
     himself off and continues pushing the ship, along the ground, 
     off into the darkness.

                                                          CUT TO:

21   EXT. MIB BUILDING - DAY                                       21   

     The next morning. EDWARDS, holding the small MIB business 
     card in his hand, compares the address written down by Kay 
     to the address on the utterly nondescript building in front 
     of him. It's seven stories high, gray, windowless, perfectly 
     square, squatting on a bridge over a road like a fat guy on 
     the john.

     "504 Battery Drive."

22   INT. MIB BUILDING - TUNNEL VENT ROOM - DAY                    22   

     EDWARDS steps through a heavily barred metal door and into 
     long, bizarre room. One wall is entirely dominated by the 
     enormous blades of a tunnel vent air intake. There is an 
     elevator at the far end of the room and an OLD SECURITY GUARD, 
     the rent-a-cop kind, reading a comic book on a folding metal 
     chair halfway across.

     Edwards walks across the room, his footsteps ECHOING. The 
     Guard looks up.

                                                       (CONTINUED)

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


                           GUARD
               Help you?

                           EDWARDS
               Maybe, I'm not sure, see, I got this 
               card --

                           GUARD
               Elevator. Push the "call" button.

     And he goes back to his comic book. Edwards, maybe out of 
     nothing more than curiosity at this point, walks across the 
     room, toward the elevator.

     As he draws close, the elevator doors WHOOSH open, expecting 
     him.

23   INT. MIB BUILDING - ENTRANCE ELEVATOR - DAY                   23   

     Edwards steps inside and turns around. The doors close. He 
     pushes the "call" button and waits, but the elevator doesn't 
     move. Instead, doors on the other side of the elevator slide 
     open silently behind him. Edwards waits, unaware.

     From behind him, somebody clears their throat. Edwards turns 
     around, and finds himself standing in --

24   INT. MIB BUILDING - INTERVIEW ROOM - DAY                      24   

     This back room is every bit as mysterious and unfamiliar as 
     the entryway.

     Standing at the front of the room is ZED, a wire-haired career 
     G-man, an old school bureaucrat, wearing the exact same kind 
     of suit Kay had on last night. SIX OTHER HOT RECRUITS sit in 
     egg-shaped chairs, staring at Edwards.

     One chair is empty.

                           ZED
               You're late. Sit down.

     Edwards takes the remaining chair. The elevator doors slide 
     shut. Zed continues addressing the Recruits.

                           ZED (CONT'D)
               My name is Zed. You're all here 
               because you're the best of the best. 
               Marines, Navy SEALS, Army Rangers... 
               NYPD.

     They all turn and regard Edwards a little smugly. He gives 
     it back.

                                                       (CONTINUED)

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


                           ZED (CONT'D)
               And we're looking for one of you. 
               Just one.  What will follow is a 
               series of simple tests designed to 
               quantify motor skills, hand-eye 
               coordination, concentration, stamina -- 
               I see we have a question.

     Edwards's hand is, indeed, up.

                           EDWARDS
               Why, uh -- I'm sorry, it's just no 
               one really asked this, but -- why, 
               exactly, are we doing this?

     Silence. Then one of the young recruits eagerly raises his 
     hand. Zed calls on him.

                           ZED
               Son?

                           AMBITIOUS RECRUIT
                    (loud and formal)
               Jake Jensen, West Point, graduate 
               with honors. We're here because you're 
               looking for the best of the best of 
               the best, sir!

     Edwards tries to stifle a laugh, but can't.

                           ZED
               What's so funny, Edwards?

                           EDWARDS
               I -- I don't know, sir. This guy. 
               "Best of the best of the best of the 
               best of the --"
                    (realizing nobody is 
                    with him on this)
               It just struck me as --
                    (totally serious)
               Humorous. Sir.

     Short pause. Then Zed continues.

                           ZED
               Okay. Let's get going.

25   INT. MIB BUILDING - INTERVIEW ROOM - LATER - DAY              25   

     The recruits scribble away at the written test. It's a thick 
     document -- reasoning skills, general knowledge, diagrams.  
     The RECRUITS seem to be really powering through it, filling 
     in answer after answer.

                                                       (CONTINUED)

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


     But no desks have been provided for them, and they're all 
     still in their chairs, writing uncomfortably on their thighs 
     or knees.

     EDWARDS is really struggling. He writes two words on one 
     answer, then decides to erase it. The lack of a writing 
     surface is driving him crazy; his pencil even TEARS through 
     the page.

     He looks up. In the middle of the tile floor, there is an 
     unused table.

     Edwards gets up, goes to it, grabs hold -- 

     -- and drags it, SCREECHING DEAFENINGLY, back to his chair. 
     Everybody

     looks up, wincing at the horrible sound that fills the room.

     Edwards sits back down, now writing on the table.  That's 
     better.

     Zed raises an eyebrow. He stares at Edwards, then looks up, 
     toward a smoked glass window. Behind the dark glass, a FIGURE 
     stands, staring, unemotional.

                                                          CUT TO:

26   INT. MIB BUILDING -- SHOOTING GALLERY -- DAY                  26   

     SEVEN WEAPONS rest on a table in the middle of an otherwise 
     empty, triangular room. The SEVEN RECRUITS stand in front of 
     the table.

     There's an odd moment -- where everyone sort of looks around: 
     at each other, at the blank walls...

                           EDWARDS
               Anyone, uh...any of you guys know 
               what we're doing here?

                           MARINE
                    (clipped, unquestioning)
               Looking for the best of the best of 
               the best.

                           EDWARDS
                    (can't help but smile)
               Well, yeah, I know, but...

     And then .. suddenly --

     The two far walls pull apart. The whole room pulsates and 
     the air is suddenly filled with a bewildering swirl of

                                                       (CONTINUED)

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


     stroboscopic images, both human and alien. Everywhere is 
     color, light and movement -- a holographic mass of strange 
     shapes and characters moving simultaneously.

     The Recruits lunge for the weapons, snapping them up and 
     taking aim. SIX SHOTS are fired at once. And then, a second 
     later, a SEVENTH SHOT is fired. Everyone sort of looks at 
     Edwards, who puts his gun down last.

     There's an awkward silence. Then the door opens. Light pours 
     in, and ZED with it. Even the highly competitive cadets can't 
     help but feel some sympathy as Zed walks straight to Edwards.

                           ZED
               The hell happened?

                           EDWARDS
               Hesitated, sir.

     Zed looks into the gallery. Most obvious in the frozen tableau 
     of creatures is a lunging, snarling beast, which has three 
     bullet holes in its chest. Next to it is a massively deformed 
     humanoid creature with a large hook for a head, which also 
     has three holes in it. In the back corner of the gallery, 
     there is a single bullet hole in a pretty eight-year-old 
     girl.

                           ZED
               May I ask why you felt little Tiffany 
               deserved to die?

                           EDWARDS
               She was the only one who actually 
               seemed dangerous. At the time.

                           ZED
               And how did you come to that 
               conclusion?

                           EDWARDS
               Hook-head guy. You explain to me how 
               he can think with a hook for a head. 
               Answer; it's not his head. His head 
               is that butt-ugly bean-bag thing 
               over there. 'Cause if you look at 
               the snarling beast-guy, he's not 
               snarling, he's sneezing -- he's got 
               tissues in his hand. No threat there, 
               and anyhow, the girl's books were 
               way too advanced for an eight-year-
               old's. And besides, from where I'm 
               looking, she was the only one who 
               appeared to have a motive. And I
                           (MORE)

                                                       (CONTINUED)

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


                           EDWARDS (CONT'D)
               don't appreciate your jumping down 
               my throat about it.

     Sideways glances from the other recruits. Zed sighs.

                           EDWARDS (CONT'D)
               Or, uh -- do I owe her an apology?

                                                          CUT TO:

27   INT. MIB BUILDING - OBSERVATION ROOM/INTERVIEW ROOM - DAY     27   

     ZED and KAY stand behind smoked glass, staring at the 
     RECRUITS, who are still in the shooting gallery, waiting for 
     a decision.

                           ZED
               He's got a real problem with 
               authority.

                           KAY
               So do I. The guy ran down a 
               cephlapoid, Zed.  On foot. Tenacity. 
               That I can use.

                           ZED
               I hope you know what you're doing.

     Zed turns and walks away. Kay stares through the glass, at 
     EDWARDS, who stands alone on one side of the room, apart 
     from the rest of the group.

     Zed reappears on the other side of the glass, coming through 
     a door and into the shooting gallery. As he talks, Kay turns 
     and walks off.

                           ZED (CONT'D)
               Congratulations, you're everything 
               we've come to expect from years of 
               government training. Now, if you'll 
               just follow me, we have one more 
               test to administer, an eye exam.

28   INT. MIB BUILDING - HALLWAY - DAY                             28   

     The RECRUITS follow ZED out of the shooting gallery and into 
     a long hallway. Zed motions them off to the left. EDWARDS is 
     the last one out of the room, but he stops as he steps into 
     the hallway.

     KAY is outside the door, waiting for him. Edwards recognizes 
     him from last night.

                                                       (CONTINUED)

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


                           EDWARDS
               You! Hey, what's goin' on?

     The other recruits continue down the hall with Zed. Kay 
     doesn't answer, just gestures to Edwards to follow him down 
     the hall, which he does.

                           KAY
               Back in the mid-fifties, the 
               government started a little 
               underfunded agency with the simple 
               and laughable purpose of making 
               contact with a race not of this 
               planet.

     As they pass an alcove, Edwards notices the six other 
     Recruits, who have been herded into a corner. Zed, addressing 
     them, pulls a neuralyzer from his pocket.

                           ZED
               Now, if you'll look directly at the 
               end of this device.

     He holds a neuralyzer up in front of them, and the Recruits 
     stare obediently at it as Zed slips on a pair of black 
     sunglasses.

     Edwards stares, fascinated, but Kay's hand reaches in and 
     yanks him away, just as Zed's neuralyzer FLASHES WHITE.

29   INT. MIB BUILDING - HALLWAY - DAY                             29   

     As KAY leads EDWARDS down an impossibly long corridor, he 
     hands him a file folder stuffed thick with eight by ten 
     photographs.

     He hands Jay the first picture, a shot of eight or nine MEN 
     in plain black suits standing around a fifties-style office 
     with metal desks and fluorescent lights. DEE and ZED are 
     there, much younger.

                           KAY
               Everybody thought the agency was a 
               joke.  Except the aliens. They made 
               contact on March 2nd, 1961, outside 
               New  York City.

     Another photograph, a grainy black and white image of two 
     ships hovering in the night sky -- classic flying saucer 
     shapes.

                                                       (CONTINUED)

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


                           KAY (CONT'D)
               There were nine of us that night. 
               Seven agents. An amateur astronomer.  
               And one poor kid who got lost on the 
               wrong back road.

     Yet another photograph, this one showing a young KAY, in a 
     shirt and tie, holding a bouquet of flowers, staring at the 
     open door of the landed flying saucer. ALIEN SHAPES are 
     visible within.

                           EDWARDS
               You brought the aliens flowers?

     Kay steers Edwards to the right, down another corridor, just 
     as long as the first.

                           KAY
               They were intergalactic refugees 
               with a simple request. Let us use 
               the earth as an apolitical zone for 
               people without a planet.  Ever see 
               "Casablanca?" Same thing, no Nazis.  
               We agreed. So we masked all evidence 
               of their landing.

     Another picture, this one of the 1964 World's Fair grounds, 
     still under construction. Giant models of rockets mark the 
     Fair's theme of space travel; most prominent in the 
     construction are two tall towers, with the flying saucers 
     now mounted at the top of each.

                           EDWARDS
               The 1964 World's Fair was a coverup?

                           KAY
               Why else would we hold it in Queens?
                    (another hallway)
               Now left. More nonhumans arrive every 
               year.  They live among us, in secret.

                           EDWARDS
               I see. Not to change the subject, 
               but when was your last cat-scan?

                           KAY
               Every six months; it's company policy.

                           EDWARDS
               Well, thanks for the very amusing 
               morning, but I'm hopin' you'll show 
               me where I came in?  'Cause this is 
               where I go out.

                                                       (CONTINUED)

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


     They have stopped next to an unmarked door. Kay throws it 
     open and steps inside.

                           KAY
               Yeah, sure, hang on, I wanna grab a 
               coffee while we're right here.

     As Kay walks into the kitchenette, Edwards' jaw drops, his 
     eyes widen, and he stares in wonderment --

     -- at THREE WORM-LIKE ALIENS standing around a water cooler. 
     Tall, impossibly thin, most certainly not from New York, the 
     aliens hold an animated conversation in a language that seems 
     like a combination of Esperanto and microphone feedback.

                           KAY (CONT'D)
                    (to the aliens)
               Don't tell me we've only got that 
               powdered shit for cream again?

     One of the Worm Aliens answers him in their native tongue 
     and points to the counter.

                           KAY (CONT'D)
               Oh.

     He finds the cream sitting out on the counter where the alien 
     indicated, dumps some in his coffee, and comes back outside, 
     closing the door behind him. He reaches up and gently pushes 
     Edwards' jaw up, closing his mouth.

                           KAY (CONT'D)
               For future reference, this is a better 
               look for you.

                                                          CUT TO:

30   EXT. BATTERY PARK - DAY                                       30   

     EDWARDS, thrown for a major loop, sits like a zombie alongside 
     KAY on a bench in Battery Park. Kay drinks his coffee while 
     they talk.

                           KAY
               Any given time, around fifteen hundred 
               landed aliens are on the planet, the 
               majority right here in Manhattan. 
               Most aliens are decent enough, just 
               trying to make a living.

                           EDWARDS
               Cab drivers?

                                                       (CONTINUED)

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


                           KAY
               Not as many as you'd think. Humans, 
               for the most part, don't have a clue. 
               Don't want one, either. They're happy.  
               They think they've got a pretty good 
               bead on things.

                           EDWARDS
               Why the big secret? People are smart, 
               they can handle it.

                           KAY
               A person is smart. People are dumb.  
               Everything they've ever "known" has 
               been proven to be wrong. A thousand 
               years ago everybody knew as a fact, 
               that the earth was the center of the 
               universe. Five hundred years ago, 
               they knew it was flat.  Fifteen 
               minutes ago, you knew we humans were 
               alone on it. Imagine what you'll 
               know tomorrow.

                           EDWARDS
               So what's the catch?

                           KAY
               What you'll gain in perspective, 
               you'll lose in ways you're too young 
               to comprehend.  You give up 
               everything. Sever every human contact. 
               No one will know you exist. Ever.

                           EDWARDS
               Nobody?

                           KAY
               You're not even allowed a favorite 
               shirt.  There.  That's the speech I 
               never heard.  That's the choice I 
               never got.

                           EDWARDS
               Hold up. You track me down, put me 
               through those stupid-ass tests, now 
               you're trying to talk me out of it. 
               I don't get it.

                           KAY
               You got 'til sun-up.

                           EDWARDS
               Is it worth it?

                                                       (CONTINUED)

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


                           KAY
               You find out, you let me know.

                                                     DISSOLVE TO:

31   EXT. BATTERY PARK - DUSK                                      31   

     Almost nighttime now, and the park is empty. EDWARDS is still 
     on the bench. And still thinking. Above him, the stars are 
     coming out.

     Slowly, he looks up, into the vastness of the heavens.

                                                     DISSOLVE TO:

32   INT. GARAGE - DAY                                             32   

     The next morning. A door opens on a garage and an ORKIN MAN 
     steps inside, carrying a tank of toxic gas. The morning light 
     spills on an abundance of spiders, crawling everywhere -- 
     big ones, small ones, hundreds of them have moved in and 
     taken over this dusty place.

     The Orkin Man sighs and sets down his tank.

                           ORKIN MAN
               Well, well, well. Movin' right in, 
               are we?  Think we own the place?

     He unfurls a hose from the side of the tank.

                           ORKIN MAN (CONT'D)
               Got a little eviction notice for 
               you, boys.

     He raises a mask to his face and unscrews the handle on the 
     top of the tank. LETHAL GAS starts to HISS from the end of 
     the hose.

                           VOICE (O.S.)
               Just what exactly do you think you're 
               doing?

     The Orkin Man turns around. EDGAR stands in the doorway to 
     the garage, staring at him disdainfully.

                           ORKIN MAN
                    (shrugs)
               Takin' care of your pest problem.

                           EDGAR
               "Pest" problem? "Pest?"

                                                       (CONTINUED)

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


                           ORKIN MAN
               Yeah. You got a hell of an 
               infestation.

     Edgar advances on him, slowly.

                           EDGAR
               You know, I have noticed an 
               infestation here. Everywhere I look, 
               in fact. Nothing but undeveloped, 
               unevolved, barely conscious pond 
               scum. So convinced of their own 
               superiority as they scurry about 
               their short, pointless lives.

                           ORKIN MAN
               Well -- yeah. Don't you want to get 
               rid of 'em?

                           EDGAR
               In the worst way.

     Edgar lashes out quickly, jerking the mask off the Orkin 
     Man's face with one hand --

     -- and shoving the gas hose down his throat with the other.

     THE ORKIN MAN'S CAR KEYS drop to the garage floor, and Edgar 
     picks them up.

33   EXT. GARAGE - DAY                                             33   

     A six-by-ten sheet of plywood THUDS to the driveway outside 
     the garage.

     EDGAR raises one end of it so it's hanging off the back end 
     of the Orkin man's van -- now it's a ramp.

     He walks off and we hear that familiar SCRAPING sound again. 
     Edgar, GRUNTING with the effort, slowly pushes his spaceship 
     up the ramp and into the back of the Orkin truck.

                                                          CUT TO:

34   INT. MIB BUILDING - TUNNEL VENT ROOM - DAY                    34   

     EDWARDS stands in the middle of the tunnel vent room, the 
     same one he first came into yesterday. The elevator doors 
     open and KAY, obviously summoned by the OLD SECURITY GUARD, 
     stands waiting for him.

                           EDWARDS
               One thing you gotta know right now.

                                                       (CONTINUED)

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


     Edwards walks briskly forward and gets in the elevator with 
     Kay.

35   INT. MIB BUILDING - ELEVATOR - DAY                            35   

     Inside the elevator, the doors WHOOSH shut, KAY turns a key 
     in a certain floor number, and the descent begins. EDWARDS 
     continues.

                           EDWARDS
               All right. I'm in because there's 
               some next-level shit going on around 
               here, and I'm with that. Before you 
               beam me up, there are a couple of 
               things we need to get straight. You 
               chose me 'cause you recognize the 
               skills. So as of now you can cease 
               with all of that calling me "son" or 
               "kid" or "sport." Cool?

                           KAY
               Cool, slick. Now about those skills 
               of yours,

     The elevator doors --

36   INT. MIB BUILDING - HEADQUARTERS - DAY                        36   

     -- slide open on Men in Black headquarters.

                           KAY
               As of this moment, they don't mean 
               much.

     It's unlike anything we've ever seen -- huge, multileveled, 
     of sixties design, polished steel and glass. The workplaces 
     are sleek and uncluttered, manned by both HUMANS and ALIENS. 
     Most of the Aliens stay in the background, like the UPSIDE-
     DOWN GUY who walks on the ceiling, shuffling papers.

     KAY and EDWARDS step off the elevator and onto a platform 
     that looks out over the whole place.

     Kay leads him down into the complex. First, they walk past a 
     sort of passport control center, where a human BUREAUCRAT at 
     a desk is checking the documents of a line of ALIENS who've 
     just arrived. There are a dozen bizarre life forms in that 
     line, CHATTING in half a dozen different alien tongues.

     Edwards slows as they pass, listening to the PASSPORT CONTROL 
     OFFICER as he addresses an ARQUILLIAN, a large, humanoid 
     visitor.

                                                       (CONTINUED)

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


                           PASSPORT OFFICER
               Purpose of trip?

                           ARQUILLIAN
               Diplomatic mission.

                           PASSPORT OFFICER
               Duration of stay?

                           ARQUILLIAN
               Lunch.

                           PASSPORT OFFICER
               Carrying any fruits or vegetables?

     Edwards just stares, fascinated, but Kay grabs him by the 
     arm and hurries him along.

                           KAY
               Let's go. He's a little...grouchy.

     Kay moves him into the central hall.

                           KAY (CONT'D)
               A couple of hours wait after a 17-
               light-year flight would get on 
               anybody's nerves.

                           EDWARDS
               What branch of the government do we 
               report to?

                           KAY
               None. They started asking too many 
               questions.

                           EDWARDS
               So who pays for all this?

                           KAY
               Oh, we hold a few patents on gadgets 
               we confiscated from our out-of-state 
               visitors.  Velcro. Microwave Ovens. 
               Liposuction.

     AT A STORAGE CAGE, Kay turns a key in the lock of a caged-in 
     area and throws the door open. Inside, there are piles of 
     sophisticated-looking devices stacked on shelves and 
     tabletops.

                                                       (CONTINUED)

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


                           KAY (CONT'D)
                    (picking something up)
               Here. A new recording device to 
               replace CD's.  So now I gotta buy 
               the White Album again?
                    (something else)
               This is amusing. Universal translator.

     He holds up a cylindrical metal tube and a small wire clip 
     that looks like a lapel microphone.

                           KAY (CONT'D)
               We're not supposed to have it. I'll 
               tell you why.  Human thought is so 
               primitive it's considered an 
               infectious disease.  Makes you proud, 
               doesn't it?

     Edwards picks up a small yellow ball from one of the shelves.

                           EDWARDS
               What's this?

                           KAY
               Don't touch that!

     THE BALL ZINGS OUT OF EDWARDS' HANDS -- it flies out into 
     the main complex

     -- hits the ceiling and ricochets around the room, faster 
     than the eye can follow --

     VARIOUS SHOTS OF HUMANS AND ALIENS ducking, dodging, and 
     jumping out of its way.

     ON KAY as he calmly, a little wearily, slips an odd-looking 
     metal glove over his right hand...

     He raises his hand and the yellow ball zings into it -- Kay 
     catches the ball, calmly.

                           KAY (CONT'D)
               Caused the '77 New York blackout. 
               Practical joke by the Great Attractor. 
               He thought it was funny as hell.

     They leave the room.

                           EDWARDS
               Sorry!

     ON THE MAIN FLOOR, they walk briskly across the room, reaching 
     a giant screen on the far wall.

                                                       (CONTINUED)

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


                           KAY
               Observation, the heart of our little 
               endeavor.

     The screen displays a map of the world on which thousands of 
     tiny lights blink in all parts of the globe, log lines of 
     data flashing next to them.

                           KAY (CONT'D)
               This map shows the location of every 
               registered alien on earth at any 
               given time. Some of them we keep 
               under constant surveillance.

     He hits a button on the console and the map is replaced by 
     hundreds of boxes, each with smaller video images.

                           KAY (CONT'D)
               Everyone on these screens is an alien. 
               In public -- normal. In private -- 
               you'll get the idea.

     ON THE SCREENS, we see live images of aliens. Aliens who 
     look alien are in spots where they can't be seen.  Aliens 
     who look human are functioning right out in public -- 
     including SAM DONALDSON. MICHAEL JACKSON. And TONY ROBBINS.

                           KAY (CONT'D)
               Meet the twins.

     Kay gestures to two small, bony CREATURES with eight arms 
     each and a single eye growing out of a central stalk in their 
     heads. They turn around and wave two or three arms each.

                           EDWARDS
               I gotta be honest about something.

                           KAY
               It makes no sense?

                           EDWARDS
               It makes perfect sense. When I was a 
               third grader in Philadelphia, they 
               told me I was crazy 'cause I swore 
               that our teacher was from, like, 
               Venus or something.

                           KAY
               Mrs. Edelson.

     Edwards, stunned, looks at Kay as 4-Eyes boots her onto the 
     screen: Mean face, cat glasses. Bony fingers. Extremely well-
     hidden tail.

                                                       (CONTINUED)

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


                           KAY (CONT'D)
               Jupiter, actually. Well, one of the 
               moons.

     With their remaining arms, they punch button after button on 
     the enormous console. ZED, who was standing up close to the 
     screen, walks over to Edwards, sizing him up.

                           ZED
               What's your jacket size, Edwards?

                           EDWARDS
               Uh -- forty regular.

                           ZED
               Then let's put it on.

                           EDWARDS
               Put what on?

                           ZED
               The last suit you'll ever wear.

                                                          CUT TO:

37   INT. MIB BUILDING - LOCKER ROOM - DAY                         37   

     Like the rest of the place, the MIB locker room is all white. 
     White walls, white floor, white ceiling, white lockers. ZED'S 
     VOICE comes over:

                           ZED (O.S.)
               From now on, you'll dress only in 
               attire specially sanctioned by MIB 
               Special Services.

     EDWARDS reaches out and opens a white locker, revealing a 
     BLACK SUIT hung from a hanger in the middle. Above it, on 
     the shelf, a BLACK HAT and a pair of BLACK SUNGLASSES. On 
     the bottom, a pair of SHINY BLACK SHOES.

38   INT. MIB BUILDING - HEADQUARTERS - DAY                        38   

     KAY is at a computer terminal. On screen are Edwards's birth 
     certificate, driver's license, social security card, library 
     card, everything. ZED'S VOICE continues:

                           ZED (O.S.)
               You'll conform to the identity we 
               give you, eat where we tell you, 
               live where we tell you, get approval 
               for any expenditure over a hundred 
               dollars.

                                                       (CONTINUED)

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


39   INT. MIB BUILDING LASER BOOTH - DAY                           39   

     EDWARDS stands in a cramped white booth.

     He holds both his hands on a TEN-FINGERED KEYPAD, pressing 
     down hard. The pad glows red, a SEARING sound comes from his 
     hands, and he grimaces as more lasers instantly and (not at 
     all) painlessly change his fingerprints.

                           ZED (O.S.)
               You will have no identifying marks 
               of any kind.  You will not stand out 
               in any way.

40   INT. MIB BUILDING - HEADQUARTERS - DAY                        40   

     One by one, KAY deletes Edwards's identity cards.

     On the computer screen is Edwards' full name -- JAMES DARREL 
     EDWARDS III.

     Kay punches a couple keys, and the cursor begins to sweep 
     from right to left, starting to eliminate the rightmost 
     letters of Edwards's name.

                           ZED (O.S.)
               Your entire image is carefully crafted 
               to leave no lasting memory whatsoever 
               with anyone you encounter.

41   INT. MIB BUILDING - LOCKER ROOM - DAY                         41   

     Pants come off the hanger. The white shirt is removed.

     More letters are eliminated from his name. It reads "JAMES 
     DARREL ED..." then "JAMES DARR..."

                           ZED (O.S.)
               You're a rumor, recognizable only as 
               deja vu and dismissed just as quickly. 
               You don't exist; you were never even 
               born.

     The coat is removed. The hat comes off the shelf.

                           ZED (O.S.) (CONT'D)
               Anonymity is your name. Silence your 
               native tongue.

     "JAMES..." "JAM..."

                                                       (CONTINUED)

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


                           ZED (O.S.) (CONT'D)
               You are no longer part of "the 
               system."  We're above the system. 
               Over it. Beyond it.

     Feet slip into black shoes. A belt is buckled. A tie pushed 
     up.

                           ZED (O.S.) (CONT'D)
               We're "them." We're "they."

     On screen, all that's left is the letter "J."

     As the coat is buttoned, we notice the sleeve. Monogrammed 
     on the cuff is, simply, the letter "J."

                           ZED (O.S.) (CONT'D)
               We are the Men in Black.

42   INT. MIB BUILDING - HEADQUARTERS - DAY                        42   

     Looking slick and handsome in his extremely sharp suit, JAMES 
     D EDWARDS III -- or, rather, JAY -- steps into the doorway 
     from the locker room. He reaches into his pocket, takes out 
     the sunglasses, and looks at KAY.

                           JAY
               The difference between you and me?

     He slips on the sunglasses.

                           JAY (CONT'D)
               I make this look good.

                                                          CUT TO:

43   EXT. NEW JERSEY - EARLY MORNING                               43   

     We are looking at a telephoto shot of Manhattan in all its 
     splendor.

     We see the Orkin van topping a hill, heading towards 
     Manhattan.

44   INT. MIB BUILDING - ZED'S OFFICE - DAY                        44   

     Zed's office is a circular, windowed room elevated above the 
     main floor of MIB headquarters. JAY and KAY sit across the 
     desk from Zed. There are five video monitors on a wall behind 
     Zed's desk, and on each monitor is another Man in Black, in 
     different parts of the world, the city name and a clock 
     ticking in a corner of the image.

     While Zed talks, he goes through paperwork on his desk.

                                                       (CONTINUED)

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


                           ZED
               Okay, let's see.
                    (to one of the monitors)
               Bee, we got the deposed sur-prefect 
               of Sinalee touching down in the forest 
               outside Portland tonight.  I'm pulling 
               you down from Anchorage to do a meet-
               and-greet.

     BEE, an agent on one of the monitors, nods.

                           BEE
               Humanoid?

                           ZED
               You wish. Bring a sponge.
                    (going through memos)
               What else -- everybody, we gotta 
               keep Rolling Fish-Goat out of the 
               sewer system, he's scaring the rats. 
               And Bobo the Squat wants to reveal 
               himself on "Unsolved Mysteries." 
               Bee, make sure he doesn't.

     He turns a page, coming across a red memo.

                           ZED (CONT'D)
               Red-letter from last night -- we had 
               an un-authorized landing somewhere 
               in upstate New York farm country. 
               Keep your ears open for this one, 
               Kay, we're not hosting a galactic 
               kegger down here.

     Next to him, his computer screen BEEPS importantly.  Zed 
     looks over at it.

                           ZED (CONT'D)
               Well, well, well -- we got a skimmer.

                           KAY
                    (to Jay)
               Landed alien out of zone.
                    (to Zed)
               Who is it?

                           ZED
               Redgick. He's not cleared to leave 
               Manhattan but he's way out of town 
               right now, stuck in traffic on the 
               New Jersey Turnpike. Why don't you 
               take Jay? This is a good one for him 
               to warm up on.

                                                       (CONTINUED)

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


45   EXT. MIB BUILDING - BATTERY PARK - DAY                        45   

     JAY and KAY come out the front of MIB headquarters.

                           JAY
               Yo, wussup with Zed?
                    (imitating him)
               "Go get em, tiger. We're not hosting 
               an intergalactic kegger..."

                           KAY
               Zed was saving the world before you 
               were born, son. Show some respect.

     An MIB MECHANIC pulls up in Kay's black LTD and hops out, 
     leaving the door open. Jay sizes up the car.

                           JAY
               We got the use of unlimited technology 
               from the entire universe and we cruise 
               around in this?

     Kay glares at Jay. He's getting annoyed.

46   INT. MIB LTD - DAY                                            46   

     They get in and slam the doors. Kay starts the car and the 
     engine HUMS quietly.

                           KAY
               Seat belt.

                           JAY
               You know, ya'll gotta learn how to 
               talk to people. You could be a little 
               kinder and gentler.

     Kay grits his teeth.

                           KAY
               Buckle up, please.

                           JAY
               Now did that hurt?

     Kay shifts the car into reverse. The awesome power of the 
     car kicks in and Jay sails forward, THWACKING into the dash. 
     Kay shifts into forward and taps the gas, SLAMMING Jay back 
     into his seat.

                           KAY
               Makin' fun of my ride...

                                                       (CONTINUED)

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


     A LIGHTED PANEL rotates into place between the two front 
     seats.  Jay's hand falls by accident on a flashing red button 
     in the panel.

                           KAY (CONT'D)
               Jay. The button?

                           JAY
               Yeah?

                           KAY
               Never push the button, Jay.

     Jay jerks his hand away.

                                                          CUT TO:

47   EXT. HIGHWAY - SIDE OF THE ROAD - DAY                         47   

     The LTD is now stopped by the side of the road, dust swirling 
     around it.

     Ahead of it, another car has pulled over. KAY gets out, JAY 
     follows a moment later, shaky-legged. Kay walks up to the 
     window of the car they've stopped. The DRIVER, a guy in his 
     mid-thirties with a WIFE in her mid-thirties, rolls the window 
     down.

                           KAY
               License and registration, please.

     The Driver hands over some documents. Kay flips through them.

                           KAY (CONT'D)
               Other license and registration, 
               please.

     The guy digs out two other cards and hands those over. Jay 
     peers over Kay's shoulder.

     The photographs on the "RESIDENT ALIEN ID"cards are of two 
     friendly-looking reptile types, husband and wife, smiling at 
     the camera, their long, skinny tongues dangling in a friendly 
     sort of way.

     Kay hands them back.

                           KAY (CONT'D)
               Your resident card has you restricted 
               to the five boroughs only. Where do 
               you think you're going?

                                                       (CONTINUED)

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


                           REDGICK
               It's my wife! She's -- she's -- well, 
               look!

     Kay leans down and looks in the window. MRS. REDGICK is in 
     front, MOANING in pain, holding her swollen belly. Kay 
     straightens up, fast.

                           KAY
               Oh God. How soon?

     Mrs. Redgick SCREAMS in pain. Real soon. For the first time 
     since we've seen him, Kay is nervous.

                           KAY (CONT'D)
               Okay. All right. No big deal.
                    (to Jay)
               You handle it.

                           JAY
               Me?

                           KAY
               Sure, it's easy, you just sorta -- 
               catch.

     Mrs. Redgick SCREAMS again. Redgick gets out of the car, 
     worried.

                           REDGICK
               Are you sure he knows what he's doing?

                           KAY
               Yeah, hell, sure, he does this all 
               the time.  C'mon, let him work, 
               Redgick, I wanna ask you something.

     Kay gives Jay a supportive SLAP on the back and leads Redgick 
     away, to the rear of the car. Jay stays in the background 
     and opens the rear door, tentatively. He leans down, into 
     the car.

                           JAY
               Oh God! I see it I see it I see it!

     A few yards from the car, Kay turns Redgick to face him.

                           KAY
               Croagg the Midwife's back on 64th 
               and 8th.  You were headed out of 
               town.

                           REDGICK
               Well, we're, uh -- meeting someone.

                                                       (CONTINUED)

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


     Suddenly a TENTACLE whips out from between Mrs. Redgick's 
     legs, CRACKS the whip once, and wraps around the door post, 
     grabbing hold.

                           JAY
               Oh sweet Jesus Mother of God did you 
               see that?!

                           KAY
                    (still to Redgick)
               So? Who you meeting?

                           REDGICK
               Well, it's -- a ship.

                           KAY
               Really? I didn't see a departure 
               clearance for today.

                           REDGICK
               You didn't? Uh, well -- it was an 
               emergency.

     Now a SECOND TENTACLE whips out, but this one wraps around 
     Jay's neck and pulls tight. He GASPS, choking.

                           JAY
               Guys -- guys --

                           KAY
               Doin' fine, Ace.
                    (back to Redgick)
               What kind of emergency? What's the 
               rush to get off the planet all of a 
               sudden?

                           JAY
                    (choking to death)
               Help?! HELP! Hello?!

     He starts tugging for all he's worth, but the fight is sort 
     of going against him, as the tentacles pull him in even harder 
     than he tries to pull the baby out.

                           REDGICK
               We just don't like the neighborhood 
               anymore.  Some of the -- new arrivals.

     Redgick looks at Kay, clearly concealing something, but darts 
     his eyes away.

                           KAY
               What new arrivals?
                           (MORE)

                                                       (CONTINUED)

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


                           KAY (CONT'D)
               This have anything to do with the 
               crasher from last night?

                           JAY
                    (Screaming)
               Can you guys do this later?!

     But in that moment, Jay finally gets a foot up on the door 
     frame, acquires leverage, and RIPS the baby free. He falls, 
     flat on his back in the dirt, the multi-tentacled lizardlike 
     baby resting squarely on his chest.

                           JAY (CONT'D)
               Oh -- oh -- oh -- man.

     Kay turns and claps Redgick on the back.

                           KAY
               Congratulations! It's a lizard.

     Jay looks down at the creature COOING and nestling on his 
     chest.

                           JAY
                    (misty)
               Hey, you know, it is sorta --

     It vomits on him.

                                                          CUT TO:

48   EXT. HIGHWAY - SIDE OF THE ROAD - MIB LTD - DAY               48   

     Back in the car, JAY wipes the last of the puke off his suit 
     while KAY starts up the car.

                           KAY
               Anything about that seem unusual to 
               you?

     Jay just looks at him, very Jack Benny.

                           JAY
               Pick.

                           KAY
               What kind of "new arrival" would 
               scare Redgick so bad that he'd risk 
               a warp jump with a newborn?
                    (thinks)
               Let's check the hot sheets.

                                                       (CONTINUED)

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


49   EXT. NEWSSTAND - DAY                                          49   

     CLOSE ON on various supermarket tabloids as a hand flips 
     through them.

     There are headlines like "POPE A FATHER!" and "TOP DOCTORS 
     BAFFLED -- BABY BORN PREGNANT!" and "MAN EATS OWN HOUSE!"  
     (the subhead on that one is "And That's Just the Appetizer, 
     Says Neighbor.")

     KAY and JAY are at a downtown newsstand. Kay is furiously 
     searching through the tabs; Jay is standing behind him, a 
     little embarrassed.

                           JAY
               These are the hot sheets?

     Kay pulls a copy of the Weekly World News from the stand and 
     gives the guy a buck.

                           KAY
               Best damn investigative reporting on 
               the planet.  But hey, go ahead, read 
               the New York Times if you want. They 
               get lucky sometimes.

                           JAY
               You're actually looking for tips in 
               a supermarket tabloid?

                           KAY
               Not looking for. Found.

     He SMACKS the paper down on the hood in front of Jay, the 
     pages turned open to a headline in typeface so large one 
     would think it reserved for the Second Coming:

     FARM WIFE SAYS

     "ALIEN STOLE MY HUSBAND'S SKIN!"

                                                          CUT TO:

50   EXT. GEM AND JEWELRY STORE - ORKIN VAN - DAY                  50   

     A flap of skin, now getting gray and crusty with age, hangs 
     off EDGAR's neck as he sits in the front of his Orkin van.  
     He sucks as hard as he possibly can on a straw stuck into a 
     Jolt Cola ("Double the Sugar! Triple the Caffeine!"), one of 
     a six-pack that sits on the dashboard.

     Across the street, Edgar sees a short, older man come out of 
     one of the jewelry shops on Thirty-Fifth Street. Edgar drops 
     the soda and stares.

                                                       (CONTINUED)

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


     The Older Man (ROSENBERG), is carrying a cat and an ornate 
     rosewood jewelry box. Carefully, he sets the box down and 
     lovingly places the cat on top of it while he locks all five 
     locks on the door to his distinctive shop.

     That finished, he picks up the cat, then the box, then waddles 
     off down the street, one under each arm.

     Edgar drops the truck into gear and follows him, slowly, 
     trolling along behind him.

     ON THE STREET, Rosenberg walks happily along, HUMMING to 
     himself. He gives his cat a little peck. As he rounds a 
     corner, we recognize the tune he's humming -- "I've Got the 
     Whole World In My Hands."

     The Orkin van rounds the corner behind him. Following.

                                                          CUT TO:

51   EXT. FARMHOUSE - DAY                                          51   

     The LTD pulls to a stop at the end of the driveway that leads 
     to Beatrice's farmhouse, where the alien ship landed. The 
     wrecked pickup truck is still there. JAY and KAY get out, 
     very undercover cop. Jay starts up the driveway.

                           KAY
               Not so fast. Walk up slow.

                           JAY
               Why?

                           KAY
               Part of the routine. Makes it look 
               like we're sizing up the situation. 
               Gives her time to get the wrong 
               impression.

     BEATRICE appears in the door to the house, curious.

                           KAY (CONT'D)
               Puts some fear into her. Makes things 
               go smoother.

     Beatrice calls to them.

                           BEATRICE
               Can I help you gentlemen?

     Beatrice looks much better than the last time we saw her -- 
     more nicely dressed, a touch of makeup, a smile on her face.

                                                       (CONTINUED)

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


     Kay pulls a black card from his wallet and extends it to her 
     as she draws close. As she reaches for it, the card reforms 
     into an FBI badge.

                           KAY
               How do you do, ma'am, I'm Special 
               Agent Manheim, this is Agent Black, 
               FBI. Had a few questions about your 
               visitor.

                           BEATRICE
               Are you here to make fun of me too?

                           KAY
               No ma'am. We at the FBI don't have a 
               sense of humor that we're aware of. 
               Mind if we come in?

                           BEATRICE
               Sure. Lemonade?

                                                          CUT TO:

52   INT. FARMHOUSE - LIVING ROOM - DAY                            52   

     In the living room, KAY sips some of her lemonade and winces. 
     JAY moves through the room, checking it out as BEATRICE tells 
     her story.

                           BEATRICE
               And they said to me, "If he was 
               murdered, how could he walk back in 
               the house?"  And I must admit, I was 
               a little stumped by that one. But I 
               know Edgar. And that wasn't him.  It 
               was more like something else that 
               was wearing him. Like a suit. An 
               Edgar suit.

     A little GIGGLE escapes her at the thought. Jay, over by a 
     bookcase, notices a framed PHOTO OF EDGAR, kneeling in the 
     woods, proudly about to skin a deer.

                           JAY
               Damn. If he was this ugly before he 
               was an alien...

                           BEATRICE
               Sorry?

                           KAY
               Go on.

                                                       (CONTINUED)

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


                           BEATRICE
               Anyway, when I came to, he was gone.

                           KAY
               Did he say anything?

                           BEATRICE
               Yes! He asked for water. Sugar water, 
               if I remember.

                           KAY
               Sugar water.

                           JAY
               Did you taste her lemonade?

     Kay nods, puts on his sunglasses. Takes out another pair, 
     hands them to Jay.

     Kay draws his neuralyzer. FLASH! Beatrice freezes, staring 
     straight ahead as if hypnotized. Kay takes Jay's glasses off 
     and hands them back to him.

                           KAY
               Ray Bans.
                    (pulling off Jay's 
                    sunglasses)
               Okay, Beatrice.  There was no alien, 
               and the flash of light you saw in 
               the sky wasn't a UFO. Swamp gas from 
               a weather balloon was trapped in a 
               thermal pocket and refracted the 
               light from Venus --

                           JAY
               Whoa! That thing erases her memory, 
               and you give her a new one?

                           KAY
               Standard issue neuralyzer.

                           JAY
               And that's the best you can come up 
               with?

                           KAY
               On a more personal note, Beatrice, 
               Edgar ran off with on old girlfriend.  
               Go stay at your mother's for a few 
               days and get over it. Decide you're 
               better off.

                                                       (CONTINUED)

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


                           JAY
                    (butting in)
               Yeah, and you're better off 'cause 
               he never appreciated you anyway. In 
               fact, you kicked him out, and now 
               that he's gone, you ought to buy 
               some new clothes, maybe hire a 
               decorator or something...

                                                          CUT TO:

53   EXT. FARMHOUSE - DAY                                          53   

     KAY is in the hole where the ship landed, investigating. He 
     holds a pocket spectral analyzer over a section of scorched 
     earth.  The analyzer shifts colors.  Red. Then Yellow.

                           JAY
                    (from up outside the 
                    hole)
               Hey. Kay...when am I gonna get one 
               of those memory things?

     The spectral analyzer turns blue.

                           KAY
               When you're ready.
                    (re: analyzer)
               Please -- not green.

     Purple. And then green.

     Kay closes his eyes and sits back, leaning against the dirt. 
     Above him, JAY leans over, staring down. Kay looks up at 
     him.

                           KAY (CONT'D)
               Do you know what alien life form 
               leaves a green spectral trail?

                           JAY
               Wait -- don't tell me -- that was 
               the question on Final Jeopardy last 
               night.

     AT THE CAR, Kay snatches up the radio handset and keys the 
     microphone.

                           KAY
                    (softly, into mic)
               Zed, we have a bug.

     He turns off the radio and sighs. Jay stands next to him.

                                                       (CONTINUED)

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


                           JAY
               I'm gonna jump way past you and just 
               guess that this is bad. Right?

                           KAY
               Bugs thrive on carnage, Tiger.  They 
               consume, infest and destroy. They 
               live off the death and decay of other 
               species.

                           JAY
               So basically you have a racial problem 
               with all insect-based life forms?

                           KAY
               Listen, kid -- imagine a giant 
               cockroach five times smarter than 
               Albert Einstein, four times stronger 
               than an ox, nine times meaner than 
               hell, strutting his stuff around 
               Manhattan Island in his brand new 
               Edgar suit. Does that sound like 
               fun?

                           JAY
               What do we do?

                           KAY
               With a bug in town? Watch the morgues.

                                                          CUT TO:

54   EXT. LESHKO'S DINER - DAY                                     54   

     ROSENBERG, the jewelry store owner, steps out of a cab in 
     the meat-packing district, still carrying the ornate box and 
     his beloved cat. He heads into Leshko's, a Russian diner.

     A moment later, the Orkin van pulls to a stop across the 
     street.

55   INT. LESHKO'S DINER - DAY                                     55   

     ROSENBERG comes into the tiny restaurant, squinting in the 
     relative darkness. At a table in the middle, he sees a man 
     eating alone -- an enormous, dignified, yet profoundly strange-
     looking man in his mid fifties.

     Rosenberg walks carefully over to the table, but does not 
     sit down. The man (an ARQUILLIAN, and if we're eagle-eyed, 
     we recognize him as the alien on a "diplomatic mission" from 
     passport control) rises from his chair. He steps forward, to 
     face Rosenberg, who sets the ornate box on the table.

                                                       (CONTINUED)

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


     Immediately, ROSENBERG'S CAT jumps on top of it.

     Rosenberg and the Arquillian stare at each other for a long 
     moment --

     -- and then embrace each other. The embrace has an odd, formal 
     quality to it, like mafiosi coming to a sitdown. They hold 
     on, long and hard, and both seemed choked with emotion.

     Finally, they break apart and take their seats. They speak 
     in a bizarre alien tongue, which is subtitled. Rosenberg 
     wipes away tears.

                           ROSENBERG
               Sorry I'm late. The cab drivers on 
               this planet are terrible.

                           ARQUILLIAN
               Your majesty, you are in grave danger.

                           ROSENBERG
               Yeah, and they overcharge you every 
               time.

                           ARQUILLIAN
               Sir, a bug landed here. We must get 
               you off the planet.

                           ROSENBERG
               A bug? He must know why I'm here.

                           ARQUILLIAN
               We think he does.
                    (noticing the ornate 
                    box on the table)
               Is that what I think it is?

                           ROSENBERG
               No, just some diamonds for your 
               children.  Do we have time to eat?

     The Arquillian relaxes.

                           ARQUILLIAN
               Sure. I ordered you some pirogi.

56   INT. LESHKO'S DINER - KITCHEN - DAY                           56   

     In the kitchen, the Russian COOK slaps two orders of pirogi 
     up on the stainless steel counter --

                           COOK
               Table six is up!

                                                       (CONTINUED)

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


     -- and turns away, back to the grill.

     A HAND reaches in, takes the plates, and sets them on a tray. 
     We follow the tray, but see only the right arm and aproned 
     midsection of the waiter carrying it. He carries the tray 
     along the counter toward a pair of swinging doors that lead 
     out into the restaurant.

     The doors swing in as another WAITER sweeps into the kitchen, 
     and our waiter heads out into the dining area. As the doors 
     swing closed behind him, they reveal storage shelves crammed 
     with bags of rice, cans of stewed tomatoes --

     -- and a DEAD WAITER, literally folded in half and stuffed 
     in among the shelves.

57   INT. LESHKO'S DINER - DAY                                     57   

     ROSENBERG and the ARQUILLIAN raise their glasses in a toast.

                           ARQUILLIAN
               To the continued reign of the 
               Arquillian Empire.

                           ROSENBERG
               To the safety of the galaxy.

     They CLINK glasses and drink, just as the Waiter arrives. 
     Still, we see only his arms and midsection as he sets the 
     tray on a stand and lifts the plates of pirogi. He carries 
     them to the table and sets them down.

     Rosenberg, setting his glass down next to the plate, catches 
     a glimpse of the Waiter's hand --

     -- just as an enormous silverfish bug slithers out of the 
     waiter's sleeve

     and scurries across the table. The glass slips out of 
     Rosenberg's hand, dumping wine all over the table.

     He looks up, slowly, and sees the Waiter's face.

     It's EDGAR. Another half dozen insects of all variety tumble 
     out of Edgar's sleeves and scurry across the table. Rosenberg 
     and the Arquillian freeze, paralyzed with fear. They seem to 
     know what dire implications Edgar's presence holds.

                           ROSENBERG (CONT'D)
                    (in English again)
               You can kill us both -- but you will 
               not find it.

     Edgar smiles.

                                                       (CONTINUED)

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


                           EDGAR
               You're right about one thing.

     Suddenly a long STINGER whips out from under the back of 
     Edgar's apron and zips under the table. First Rosenberg and 
     then the Arquillian lurch forward their chairs, their faces 
     contorting in pain.

     They both pitch forward, their faces slogging into fresh 
     pirogi.

     The stinger SNAPS out from under the table and whips back 
     under Edgar's apron. He moves quickly, searching their 
     pockets, but he doesn't find what he's looking for. The cat, 
     still perched on top of the ornate box, HISSES at him.

     Edgar reaches out and BATS the cat away with one vicious 
     swipe of his hand. The animal HOWLS and flies across the 
     room, landing in a WOMAN's lunch.

     The Woman SCREAMS. Now other DINERS' attention is drawn to 
     Edgar's table, where two obviously dead men are being robbed 
     by a waiter. There are SHOUTS of outrage, a few MEN rise out 
     of their seats.

     Edgar grabs the ornate box and tries to open it, but finds 
     it locked. With the furor rising around him, he shoves the 
     box under one arm and bolts for the door.

     Rosenberg's cat leaps back onto the table and SNARLS at him 
     as he goes.

                                                          CUT TO:

58   EXT. LESHKO'S DINER - DAY                                     58   

     Later, and the Russian diner is now a crime scene, clustered 
     with COPS and flashing lights. THREE BODIES, now on stretchers 
     and covered with sheets, are being loaded into the back of 
     ambulances.

     ROSENBERG'S CAT races out of a UNIFORMED COP's arms and leaps 
     onto one of the stretchers, MEOWING mournfully.  The Uniformed 
     Cop turns to a POLICE INSPECTOR who is questioning the WOMAN 
     from the diner.

                           COP
               What am I supposed to do with the 
               cat?

                           INSPECTOR
               I don't know. Send it with the stiff. 
               Let family claim it.

                                                       (CONTINUED)

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


     The Cop nods and follows the stretcher with Rosenberg's body 
     into the back of one of the ambulances, allowing the cat to 
     ride on the chest of its dead owner for the time being.

     The doors of the wagon SLAM shut.

                                                          CUT TO:

59   INT. MORGUE - CORRIDOR - DAY                                  59   

     The stretcher with the corpse on it is wheeled down a corridor 
     in police headquarters. ROSENBERG'S CAT, still on his chest, 
     MEOWS curiously as the stretcher approaches two doors with 
     "City Morgue" written across them. The words split in half 
     as the stretcher BANGS through the doors.

60   INT. MORGUE - DAY                                             60   

     The city morgue is a crowded, brightly-lit, tiled place with 
     corpses parked left and right. Busy day in the Apple. The 
     Cop wheeling the stretcher calls out to the CORONER, who's 
     hunched over another body.

                           COP
               Where do you want contestant number 
               three?

     The coroner turns around. It's DR. LAUREL WEAVER, the woman 
     who tried to speak to Jay before. She sighs and waves a hand.

                           LAUREL
               By the wall, I guess.
                    (noticing)
               What's with the cat?

                           COP
               Oh, the cat. There's a problem with 
               the cat.  Sign here.

     Laurel signs his clipboard.

                           LAUREL
               What's the problem with the cat?

                           COP
               Your problem.

     Laurel gives him a dirty look, but he laughs and leaves. She 
     goes over to the stretcher and bends down, petting Rosenberg's 
     cat gently.

                           LAUREL
               Are you having a bad day, baby?
                           (MORE)

                                                       (CONTINUED)

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


                           LAUREL (CONT'D)
               Cheer up.
                    (of Rosenberg)
               His is worse.

     She sets the cat aside and wheels the stretcher under the 
     lights.

                           LAUREL (CONT'D)
               Okey-dokey. Shall we?

61   INT. MORGUE - LATER - DAY                                     61   

     Laurel is hunched over the corpse, the only light in the 
     room coming from the overhead spot that illuminates her work.

     Fascinated by something, she digs deeper. And deeper. And 
     looks up, her face a mixture of alarm and excitement.

                           LAUREL
               Oh, my God.

                                                          CUT TO:

62   EXT. MORGUE - NIGHT                                           62   

     Kay's LTD pulls up in front of the morgue.

63   INT. MORGUE - CORRIDOR - NIGHT                                63   

     Two men in black suits hurry down the stairs and into the 
     corridor outside the morgue. They hasten down the hallway, 
     their shoes CLICKING in perfect lockstep, headed for those 
     swinging doors at the other end.

     JAY and KAY. Men in Black on a mission.

64   INT. MORGUE - NIGHT                                           64   

     In the morgue, LAUREL has fallen asleep on her desk, her 
     head in her arms.

     ROSENBERG'S CAT sits on the desk next to her, licking its 
     paws. Suddenly, the cat looks up, MEOWING urgently.

     Laurel looks up and, following the cat's gaze, turns around 
     slowly in her chair. JAY and KAY stand in the doorway, staring 
     at her. Kay steps forward, holding out that black card again. 
     It reforms into another kind of official ID, this time it 
     says "DEPARTMENT OF PUBLIC HEALTH"

                                                       (CONTINUED)

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


                           LAUREL
                    (into recorder)
               ...approximately 112 degrees at time 
               of autopsy, indicating, quite 
               impossibly, a post-mortem increase 
               in body temperature.  Examiner 
               attempted to verify result rectally, 
               only to find subject was, uh, without 
               rectum. Which can only be described 
               as...well...as really...

                           KAY (O.S.)
               Weird? Dr. Leo Menville, Department 
               of Public Health. This is Dr. White.

     She looks up. Jay and Kay are standing there.

                           LAUREL
               Yeah, well whoever you are, I'm afraid 
               I'm going to need to see some ID.

     He hands her his CARTE NOIR, which changes to read "Dr. 
     Menville, Department of Public Health." She hands it back.

                           LAUREL (CONT'D)
                    (checking her watch)
               You boys must not have much of a 
               home life.

                           KAY
               We watch the morgues very carefully. 
               You've got something unusual?

                           LAUREL
               I'd say so -- triple homicide.

     She gets up and goes to the Arquillian's body, which is still 
     out on a table under the lights.

                           LAUREL (CONT'D)
               The first corpse was perfectly normal, 
               except that he was broken in half, 
               but when I opened up the other two -- 
               well, look.

     She throws back a sheet, revealing (to them only, not us) 
     the fully dissected Arquillian. Kay raises an eyebrow; Jay 
     nearly retches.

                           LAUREL (CONT'D)
               There's a skeletal structure at work 
               here unlike anything I've ever seen.

                                                       (CONTINUED)

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


     Kay steps past her, going straight to the body. He begins to 
     examine it.

                           KAY
               I'll have a look at this one. Dr. 
               White, why don't you and Dr. Weaver 
               check out the other body?

                           LAUREL
               This way, Doctor.

     Jay and Laurel cross the room, to where ROSENBERG's corpse 
     lies out on another gurney.

                           LAUREL (CONT'D)
               This one's even stranger. I did a 
               full laparotomy. I started with the 
               lesser curvature of the stomach --
               though, if you want, we could begin 
               at the gastro-esophageal junction.

                           JAY
               I think, uh, we should start at the 
               same place you did.

                           LAUREL
               All right.

     Jay hears a MEOW and looks down. Rosenberg's cat is rubbing 
     up against his leg.

                           JAY
               Your cat?

                           LAUREL
               Guess it is now. Came in with the 
               bodies.

     She SNAPS one of her rubber gloves and reaches down (out of 
     frame), sinking her hands into the body as she moves things 
     aside. Just by the look on Jay's face, one can imagine how 
     disgusting it is.

     Laurel digs in, up to her elbows. Jay winces. She pulls one 
     bloody glove out, to wipe a strand of hair out of her face. 
     He looks at her --

     -- and she winks at him. He's surprised. She laughs.

                           LAUREL (CONT'D)
               Okay. Dive right in. God knows he 
               won't mind.

                                                       (CONTINUED)

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


     Jay is reluctant, so she rolls her eyes and helps him, taking 
     him by the hand and guiding him into the thick of the corpse.

                           LAUREL (CONT'D)
               You have very pretty eyes.

                           JAY
               Thank-you, but is this really the 
               time to uh -- you know, come on to 
               me?

                           LAUREL
               Hey, just walking the dog.
                    (continuing)
               Feel that? Where the piloric junction 
               would be?

                           JAY
               Oh, yes. Exactly.

                           LAUREL
               Now push that aside. Notice anything 
               strange? Stomach? Liver? Lungs?

                           JAY
               Nope. All fine.

                           LAUREL
               Doctor, they're all missing.

                           JAY
                    (quickly)
               Well, of course they are. What I'm 
               pointing out is that there are no 
               pieces of them left. So they're 
               intact, wherever they are.  That we 
               can be sure of.

                           LAUREL
               Have we met before? I have the 
               strangest feeling of deja vu.

                           JAY
               You know, I was just going to ask 
               you the same thing.

     Laurel looks at him sideways, skeptical, but also intrigued. 
     She whispers to him. Confiding in him.

                           LAUREL
               Okay. You wanna know what I really 
               think?
                           (MORE)

                                                       (CONTINUED)

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


                           LAUREL (CONT'D)
                    (re: Kay)
               But don't tell that guy. He looks 
               like he's already under enough stress.
                    (then)
               This body is not really a body, but 
               it's actually some sort of transport 
               unit for something else altogether. 
               The question is: what?

     Jay just looks at her intrigued.

                           LAUREL (CONT'D)
               By the way, stop me if I'm freaking 
               you out.

                           JAY
               No, no...not at all.

     After a particularly gross GUSHY sound, he looks away, toward 
     her. She's staring at him.

     Laurel leans over and lowers her voice, just for him.

                           LAUREL
               You know what I like to do sometimes? 
               When it's really late?

                           JAY
                    (freaked out)
               No...

     From the other side of the room, Kay CLEARS HIS THROAT.

                           JAY (CONT'D)
               Excuse me.

     He walks across the morgue to Kay, who is still examining 
     the Arquillian.

     But Jay never takes his eyes off Laurel.

                           KAY
               What do you think?

                           JAY
                    (of Laurel)
               Very interesting. Got a real Queen 
               of the Undead thing goin' on.

                           KAY
               Of the body.

                                                       (CONTINUED)

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


                           JAY
               Great body.

                           KAY
               The dead body?

                           JAY
               Not a clue.

                           KAY
               All right. Keep her occupied. Try 
               not to sound too dumb.

     ACROSS THE MORGUE, Laurel is still examining Rosenberg, now 
     bent down next to his head, carefully studying his left ear. 
     She notices something strange, turns, and calls over her 
     shoulder to Jay.

                           LAUREL
               Dr. White.

     Jay, in conversation with Kay, does not respond to what is 
     not his name.

                           LAUREL (CONT'D)
                    (louder)
               Dr. White.
                    (still louder)
               Dr. White.

     He still doesn't answer.

                           LAUREL (CONT'D)
                    (shouting)
               DR. WHITE!

     Kay nudges Jay.

                           KAY
               You're up, Slugger.

     Jay turns and races across the room to rejoin her.

                           LAUREL
               Look at this.

     Jay leans down. There is strange stitching around the base 
     of Rosenberg's ear.

                           JAY
               What is that?

     He reaches out, touches the ear, then he actually turns it. 
     With a soft CLICK --

                                                       (CONTINUED)

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


     -- it pulls away from the head. Like a latch.

     Jay and Laurel look at each other, astonished. Jay pulls 
     again, and Rosenberg's entire face PUSHES OUT with a 
     mechanical HUM, then HINGES OPEN, the whole face rotating 
     out away from the rest of the artificial skull.

     A TINY LITTLE GREEN MAN SITS INSIDE ROSENBERG'S HEAD.

     Though not quite dead, the Tiny Little Green Man is gravely 
     wounded. He staggers up out of a small control room inside 
     Rosenberg's head, with gearshifts and viewing screens all 
     around the inside of the skull.

                           LAUREL
               Far -- freaking -- out.

     They lean in closer. The Tiny Little Green Man (a BALTIAN) 
     forces words out of his mouth.

                           BALTIAN
               Must -- to pre -- prevent --
                    (searching for the 
                    word)
               -- contest? No...to prevent --

                           JAY
               It's all right -- What are you trying 
               to say? Struggle?

                           LAUREL
               War?

     The Baltian nods vigorously. That's it.

                           BALTIAN
                    (faltering)
               Galaxy on -- or -- or -- Orion's --
                    (thinks)
               What is word? Be...?

                           JAY
               Bed? Belt? Orion's Belt?

     The Baltian nods again, falls, and dies. Jay and Laurel look 
     at the little dead alien, then at each other.

                           JAY (CONT'D)
               "To prevent war, the galaxy is on 
               Orion's Belt?"  The hell does that 
               mean?
                    (turns around)
               Hey! Kay! I mean, Dr., uh, whatever, 
               come here!

                                                       (CONTINUED)

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


     Kay begins over. Laurel looks at them.

                           LAUREL
               "Doctor Whatever"? You're not with 
               the Department of Public Health, are 
               you?

     Jay shakes his head -- but is now paying more attention to 
     Kay, as he leads him toward the Little Man.

                           JAY
               He's dead.

     Kay looks at the mess -- the body, the little dead man.

                           KAY
               Rosenberg. Damn. Good man.

                           JAY
               You knew him?

                           KAY
               One of the few I actually liked. 
               Exiled High Prince.

                           LAUREL
               I was right -- this is an alien life 
               form, and you're from some government 
               agency who wants to keep it under 
               wraps...

     Kay and Jay are not paying attention to Laurel.

                           JAY
               He said "to prevent war, the galaxy 
               is on Orion's Belt."

                           LAUREL
               ... This make total sense. How else 
               do you explain New York? The other 
               night I'm in a cab, this guy...

     FLASH! Without even looking at her, Kay whips out his 
     neuralyzer and blanks her out.

                           KAY
               He said there's a galaxy on Orion's 
               Belt?

     That makes no sense.

                           JAY
               That's what he said.
                           (MORE)

                                                       (CONTINUED)

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


                           JAY (CONT'D)
                    (to the dazed Laurel)
               Didn't he? Right after he --
                    (realizing)
               Oh, for Christ's sake, you did the 
               flashy thing already.

                           LAUREL
                    (as if awakening)
               Uh, hi, whoever you guys are, I'm 
               afraid I'm going to need to see some 
               ID if you're going to be in the 
               morgue, okay?

                           KAY
               Sure thing, sweetheart. Here you go.

     FLASH! He neuralyzes her again. Jay slaps his hand.

                           JAY
               Stop that --

                           KAY
                    (to Laurel, ignoring 
                    Jay)
               Typical day, too much caffeine, get 
               a life.

                           JAY
               -- that thing probably gives you 
               brain cancer!

                           KAY
               Never hurt her before.

                           JAY
               "Never hurt her before"?! How many 
               times have you done the flashy thing 
               to this poor woman?!

                           KAY
                    (evasive)
               Couple.

                           JAY
               Aren't you worried about, you know, 
               long term damage?

                           KAY
                    (more evasive)
               Little bit.

                                                       (CONTINUED)

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


                           JAY
               What the hell happened to make you 
               such a callous son of a bitch?

                           KAY
               I took this job.

     He heads out. Jay follows.

                           JAY
               Hey, you never flashed me with that 
               thing, did you?

                           KAY
               Nah.

65   EXT. MORGUE - NIGHT                                           65   

     Jay and Kay exit the morgue and walk towards their car.

                           JAY
               Hey, Kay, I really think I should be 
               in charge of the flashy memory thing 
               department.

                           KAY
               Not while I'm around, Slim.

                           JAY
               Yeah, well you're a menace with that 
               thing...

     An MIB containment vehicle pulls up, and four men dressed in 
     black suits get out.

                           KAY
                    (to an MIB Agent)
               We've got two dead aliens in there, 
               and a deputy medical coroner in need 
               of a new memory.

                                                          CUT TO:

66   EXT. NEW YORK ALLEY - NIGHT                                   66   

     The Orkin van is parked in an alleyway somewhere downtown. 
     From inside, throaty WAILS of frustration can be heard. Two 
     PASSERSBY hear the racket and hesitate, wondering if they 
     should get involved.

     But an inhuman GROWL rattles the whole van and they wise up, 
     hurrying on their way.

                                                       (CONTINUED)

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


67   INT. ORKIN VAN - NEW YORK ALLEY - NIGHT                       67   

     Inside the van, the ornate rosewood box is now battered and 
     scarred, its various locks holding tight against EDGAR's 
     repeated attempts to claw his way into it. Crammed into the 
     back of the van along with his spaceship, Edgar wedges a 
     screwdriver into the thin opening between the top and the 
     rest of the box and SMACKS it with his right fist. Nothing 
     doing.

     He BELLOWS in rage and hurls the box against the side of the 
     van, where it finally CRACKS a hinge. Edgar snaps it up, 
     pries the rest of the hinge off with the screwdriver, and 
     wrenches the top off the box.

     Inside, there are dozens of precious, glittering diamonds, 
     which he promptly tosses aside as worthless. But the rest of 
     the box is empty.

                           EDGAR
               No. No, NO, NO, NOOOO!

     He rips the box apart with his bare hands. There's nothing 
     else there.

                                                          CUT TO:

68   EXT. MIB BUILDING - MAGIC HOUR                                68   

     As lower Manhattan is waking up, Jay and Kay enter the 
     building.

69   INT. MIB BUILDING - HEADQUARTERS - EARLY MORNING              69   

     Despite the early hour, the headquarters is going full-blast. 
     The large screen displays the familiar grouping of stars 
     that is the CONSTELLATION ORION.

     Jay and Kay hurry in -- Kay peels off to one of the monitors; 
     Jay heads for Zed.

                           JAY
               Doesn't anybody believe in sleep 
               around here?

                           ZED
               The twins keep us on Alpha Centaurian 
               time -- a 37-hour day. Give it a few 
               months -- you'll get used to it. Or 
               you'll have a psychotic episode.

     He points up at the screen with a laser pencil.

                                                       (CONTINUED)

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


                           ZED (CONT'D)
               Here's Orion; the brightest grouping 
               of stars in the northern sky...
                    (pointing)
               and here's Orion's belt --

     He indicates the three stars that make up the belt.

                           JAY
               That's what the little guy was talking 
               about, "To prevent war, the galaxy's 
               on Orion's belt..."

                           ZED
               There are no galaxies on Orion's 
               belt. The belt is just these three 
               stars; galaxies are huge, made up of 
               billions of stars.
                    (switches off the 
                    laser pointer)
               You heard wrong.

                           JAY
               You're attracted to me, aren't you?

     Jay starts to cross over to ANOTHER MONITOR, where Kay is 
     sitting alone, tie loosened, slightly disheveled. On the 
     screen, the word "SEARCHING" blinks, encouraging patience.  
     The image changes to a satellite view of North America, which 
     quickly zooms in on the Southwest.

     On screen, the satellite view zooms down to Arizona, then a 
     city, then a neighborhood, then a block, then a back yard. 
     The printout changes to

     "SUBJECT ACQUIRED."

     The image comes into sharp focus on one back yard in 
     particular, where we get a good look at a MIDDLE-AGED WOMAN.

     SUBJECT: ELIZABETH ANN RESTON

     PRESENT LOCATION: RESIDENCE

     553 FAIRFIELD AVE./TEMPE/AZ

     Whoever Elizabeth Ann Reston is, she's lovely. She's setting 
     a picnic table in her back yard at the moment, unaware that 
     she's being watched by an eye in the sky -- just as Kay is 
     unaware that Jay is standing behind him.

     Jay notices the monitor with the Middle-aged Woman on it. He 
     looks at Kay's expression, then back at the monitor.

                                                       (CONTINUED)

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


                           JAY (CONT'D)
               Pretty lady...

     Kay clicks off the picture of her. Jay drags a chair and 
     sits down.

                           JAY (CONT'D)
               You were the guy with the flowers in 
               the photo, the night the aliens 
               arrived.  What, you were on your way 
               to a dance or something and you got 
               lost? And she never got those flowers, 
               did she? 

     Kay doesn't answer, just stares at the screen.  Elizabeth 
     looks up, as if she knows she's being watched, but she's 
     just looking at the sky, wondering how many stars'll be out 
     tonight.

                           JAY (CONT'D)
               Grumpy Guy's story comes into focus. 
               She ever get married?

                           KAY
               No.

     It's more than Kay can bear. He reaches out and flicks a 
     switch. The monitor goes blank, except for a data screen:

     SUBJECT LOST

     Kay sits back in the chair and eats a potato chip morosely. 
     Jay looks at him: "Is this me in thirty years?" A moment 
     goes by. Finally:

                           JAY
               Well, it's better to have loved and 
               lost than never to have --

                           KAY
               Try it.

                           ZED (O.S.)
               Kay.

     Jay and Kay cross back toward the LAD (Landed Alien Display), 
     where each of the thousand or so Aliens who live on earth 
     are represented by a flickering LIGHT.

     Some lights are starting to go out.

                           KAY
                    (quietly, with dread)
               They're leaving.

                                                       (CONTINUED)

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


                           ZED
               We've had twelve jumps in the last 
               hour.  Redgick was just the beginning.

                           JAY
               What do they know that we don't know?

     Kay looks to his partner, then to the screen. Another light 
     flickers out.

                           KAY
               Why do rats desert the ship?
                    (to the twins)
               Go to Lem Sat IV. Put up a forty-
               field view of Manhattan.

     ON THE SCREEN New York City is just a bright spot of light 
     on the Eastern coast of the United States.

                           KAY (CONT'D)
               Four hundred.

     Now there's a view of the earth from space. Nothing unusual.

                           KAY (CONT'D)
               Four thousand.

     Now we're looking at earth from far, far away -- and from 
     here we can see something that doesn't belong in this picture:

     A BATTLE CRUISER far off to one side of the earth. The words 
     "LEVEL FOUR" flash in red letters on one side of the map.

                           KAY (CONT'D)
               That's an Arquillian battle cruiser.

                           JAY
               And we've got a dead Arquillian 
               prince.

     A COMMUNICATION STARTS COMING OVER THE SPEAKERS -- a sound 
     like a cat and mouse caught in a blender.

                           KAY
               Message coming in.

     The communication continues.

                           KAY (CONT'D)
               Speak of the devil.

     The communication continues.

                                                       (CONTINUED)

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


                           JAY
               They sound pissed.

                           ZED
                    (to the twins)
               Translate that and step on it!
                    (to Kay)
               Meanwhile get down to Rosenberg's 
               store and see what you can turn up.

     Kay and Jay walk away.

                           ZED (CONT'D)
               And Kay -- take a lot of fire power.

     IN THE EQUIPMENT LOCKER Kay pulls out the ENORMOUS, MANY-
     BARRELED HAND GUN. A small, clear, canister sprouts from 
     underneath it, malicious swirling gases visible through its 
     walls.

                           JAY
               I like that.

                           KAY
               Series four de-atomizer.

     Kay pulls out another weapon, the TINIEST GUN WE'VE EVER 
     SEEN.

                           KAY (CONT'D)
               Here. We call this the "Noisy 
               Cricket."

                           JAY
               You get a series four de-atomizer 
               and I get a "Noisy Cricket?!"
                    (looks at the gun)
               I'm afraid I'm going to break it.

     Jay follows Kay out, glancing back to see the huge gun turrets 
     on the Arquillian Battle Cruiser HUM and WHIR as they swing 
     around into position, pointed down at the unwitting planet 
     below.

                                                          CUT TO:

70   INT. GEM AND JEWELRY STORE - DAY                              70   

     SMASH! The window in the front door of Rosenberg's jewelry 
     shop collapses in a shower of glass. EDGAR reaches in and 
     fumbles with the locks, undoing them one by one. He gets 
     them all and steps inside. Out the window behind him, we can 
     see his Orkin van, double parked in the street in front.

                                                       (CONTINUED)

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


     All the gems and jewels are under glass counters. Edgar starts 
     SMASHING the glass, grabbing great handfuls of jewels and 
     tossing them aside.

     Outside, a New York City tow truck pulls up to the front of 
     the Orkin van and starts to hitch up.

     Edgar, in his rage, starts to smash anything breakable, even 
     the framed pictures on the walls. He stops at one particular 
     picture, staring intently at it. It's a glamour shot of 
     Rosenberg's cat, provocatively posed on a satin pillow. There 
     are a half dozen more pictures of the cat, some posed with 
     Rosenberg, some by itself. This animal was important to 
     Rosenberg.

     From outside, the ROAR of an engine distracts Edgar. He turns 
     around, in time to see the Orkin van lurch as the tow lifts 
     its front wheels off the ground.

71   EXT. GEM AND JEWELRY STORE - DAY                              71   

     EDGAR rushes outside as the tow truck DRIVER gets the van up 
     on the hoist.

                           EDGAR
               That's my truck!

                           DRIVER
               And make sure you tell them that at 
               the impound.

     Edgar reaches into the front seat of the van and pulls out 
     his twelve gauge. He points it at the tow truck Driver. The 
     tow truck driver looks at him with disdain, and pulling back 
     his shirt reveals a mean-looking gun.

                           DRIVER (CONT'D)
               I got worse.

     He keeps hitching up the van. Two pedestrians walk past the 
     dispute, very fast, ignoring the debate, headed right for 
     the shop. We go with them, and realize that it's --

     -- JAY and KAY. They stop at the smashed door of the jewelry 
     shop and exchange a glance. Kay pulls a very menacing-looking 
     weapon, nods, and they step inside.

72   INT. GEM AND JEWELRY STORE - DAY                              72   

     They look around and see the recent demolition caused by 
     Edgar. Jay furrows his brow.

                                                       (CONTINUED)

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


                           JAY
               Who robs a jewelry store and leaves 
               the jewels?

                           KAY
               Someone who's not looking for jewels.

     Jay moves behind the counter. On the floor is an ornate, 
     empty bowl and a bag of cat food, next to a scrumptious 
     pillow. There are several PHOTOS OF A CAT on the wall.

     There is also a pile of BEJEWELED CAT COLLARS. Jay picks up 
     one of the COLLARS, inspects it closely, shaking his head.

                           JAY
               This guy had a serious crush on his 
               cat.

     Jay's attention is broken by something through the window. 
     Outside, lumbering straight for the store, is EDGAR.

     Jay thinks for a moment -- where does he know that face?

     Suddenly, Edgar raises his arms, pointing both the farmer's 
     rifle and the driver's shotgun. Before Edgar can shoot, Jay 
     YELLS...

                           JAY (CONT'D)
               Kay! GET DOWN!

     And then Jay FIRES, shattering the storefront window, and 
     BLOWING UP A CAR on the street. The blast hurls him up and 
     back a good ten feet, SLAMMING him into the wall with 
     tremendous force. Edgar turns and rushes away down the street 
     as Jay picks himself up.

                           JAY (CONT'D)
               The bug in the Edgar suit! The ugly 
               redneck from the picture! That's 
               him!

     Jay leaps through the broken storefront window and after 
     Edgar.

                           KAY
                    (picking himself up)
               Damn it.

     Kay runs out after Jay.

                                                       (CONTINUED)

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


73   EXT. GEM AND JEWELRY STORE - DAY                              73   

     Edgar doesn't bother sticking around to continue his fight. 
     He jumps behind the wheel of the tow truck, starts it up, 
     and hits the gas. The engine ROARS.

     Jay sprints after him, FIRING his noisy cricket. He is thrown 
     back into some pedestrians, while his SHOT...

     Hits the rigging between the Orkin Van and the town truck, 
     separating the two. Jay pulls himself up and sprints after 
     the tow truck, but it accelerates too quickly.

     Edgar is just about to turn the corner when Jay leaps onto a 
     parked CAR to try and get some height. As Jay prepares to 
     shoot, EDGAR DISAPPEARS AROUND THE CORNER, and a HUGE TRUCK 
     backs into his line of fire.

     JAY FIRES, the TRUCK EXPLODES and Jay flies BACKWARDS, 
     hurtling through the air and CRASHING through the window of 
     a car, his rear end right in the woman driver's face.

     When Jay looks up, Kay is standing before him. He yanks Jay 
     out of the car.

                           KAY
               We do not discharge our weapons in 
               view of the public.

                           JAY
               Can we drop the cover-up bullshit?! 
               There's an Alien Battle Cruiser that's 
               gonna blow-up the world if we don't...

                           KAY
               There's always an Alien Battle 
               Cruiser...or a Korlian Death Ray, 
               or...an intergalactic plague about 
               to wipe out life on this planet, and 
               the only thing that lets people get 
               on with their hopeful little lives 
               is that they don't know about it.

     Kay gestures to a group of ONLOOKERS, drawn by the curious 
     blasts from the store. There's smoking rubble everywhere.

                           KAY (CONT'D)
               Don't worry about the bug. He's not 
               leaving town. We've got his ship.

     After gesturing to the back of the Orkin van, where Edgar's 
     spaceship is neatly stowed, Kay pulls out his cell phone.

                                                       (CONTINUED)

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


                           KAY (CONT'D)
                    (into phone)
               Zed, we're gonna need a containment 
               crew down here at McDougal, south of 
               Houston.

74   INT. MIB BUILDING - HEADQUARTERS - DAY                        74   

     Back at Men in Black Headquarters, the little lights on the 
     world map which indicate aliens' locations are going out, 
     one by one, about one every five or ten seconds. A WARNING 
     BUZZER is sounding, over and over, and HUMAN STAFFERS are 
     rushing left and right.

     ZED is in his office.

                           ZED
               Containment may be a moot point, my 
               friend.

     The exodus continues. It's like the party's over and the 
     last one to leave gets stuck with the check.

     Zed looks down to the vast floor below and sees the four 
     worm guys with suitcases walking across the floor.

                           ZED (CONT'D)
               You sorry little ingrates!

                           KAY (O.S.)
               What about the Arquillians?

                           ZED
               We've only translated a part of the 
               message so far: "Deliver the Galaxy."

                           KAY (O.S.)
               No, they don't want much, do they?

                           ZED
               Oh, it gets better... They're holding 
               us responsible.

     He looks up at the screen. It reads:

                           MIB
               DELIVER THE GALAXY.

                           ZED
               Another contestant has entered the 
               ring.

                                                       (CONTINUED)

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


75   EXT. NEW YORK STREET (OUTSIDE JEWELRY STORE)                  75   

     As Kay puts away his phone, turns to Jay

                           KAY
               All right, kid. The Arquillians want 
               the galaxy, whatever the hell that 
               means. We need help. A professional. 
               Someone with years of experience in 
               intergalactic politics. I just hope 
               the little prick hasn't skipped town.

                                                          CUT TO:

76   EXT. UPTOWN NEWSSTAND - DAY                                   76   

     The tow truck SQUEALS to a halt at a curb.  EDGAR gets out 
     and walks away, fast, CURSING under his breath. He rants, 
     livid, thinking hard. As he passes a newsstand, he grabs the 
     NEWS VENDOR by the collar.

                           EDGAR
               Where do you keep your dead?

                           VENDOR
                    (thinks)
               I don't have any dead.

                           EDGAR
               Where?!

                           VENDOR
               I don't know, the city morgue!

     Edgar shoves him away roughly. But before he leaves, his eye 
     catches a postcard display marked "LANDMARKS OF THE NEW YORK 
     CITY AREA." Edgar stares, fascinated, but we don't see what 
     he's looking at. He reaches out and picks up a color postcard.

     He raises it to his face, thinking, then shoves it in his 
     pocket and hurries off.

                                                          CUT TO:

77   EXT. STREET - KEY KIOSK - DAY                                 77   

     Kay's LTD SCREECHES to a halt in front of the kiosk on Orchard 
     Street. JAY and KAY leap out and Jay spots the VENDOR, closing 
     up the shop. He's wearing a dirty cardigan, watch cap, and 
     fingerless gloves, his face aquiver with ticks and mannerisms. 
     He has a small dog in front of him.

     Jay rolls his eyes as they step up to the counter.

                                                       (CONTINUED)

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


                           JAY
               Of course that guy's an alien. That's 
               gotta be the worst disguise I've 
               ever seen.

     A voice answers him, but not the Vendor's.

                           FRANK THE PUG
               You don't like it, you can kiss my 
               furry little butt.

     Jay looks down. The voice is coming from the dog. This is 
     FRANK THE PUG.

     Kay approaches, motioning to Jay to make sure no one hears.

                           KAY
               You busy, Frank?

                           FRANK THE PUG
               Sorry, Kay, I can't talk right now, 
               my ride's leaving in --

     Kay grabs Frank. He yelps like, well, a dog.

                           KAY
               Call the pound. We got a stray.

                           FRANK THE PUG
               Hey! Get your paws off me!

     PASSERBYS glare at Kay, who appears to be seriously 
     mistreating this poor little dog. Jay tries to explain.

                           JAY
               The, uh...dog owes my friend some 
               money.

                           KAY
                    (to Frank)
               Arquillians and bugs. What do you 
               know?

                           FRANK THE PUG
               I know nothing.

                           KAY
               Not a thing?

     Kay shakes Frank the Pug, trying to force an answer.

                                                       (CONTINUED)

-----------------------------------------------------------------------------------------------------
                                                            p. 82


                           FRANK THE PUG
               Stop it. Okay, okay. Rosenberg wasn't 
               some two-bit Arquillian.  He was the 
               guardian of a galaxy. They thought 
               he would be safe here on earth.

                           KAY
               And the bug had other plans.

                           FRANK THE PUG
               The galaxy is the best source for 
               subatomic energy in the universe. If 
               the bugs get their slimy claws on 
               it, kiss the Arquillians goodbye.

                           JAY
               Ask him about the belt.

                           KAY
                    (to Frank)
               Rosenberg said something about a 
               galaxy on "Orion's belt." What's he 
               talking about, Frank?

                           FRANK THE PUG
               Beats me.

     Kay shakes Frank the Pug once more.

                           JAY
                    (to a person passing 
                    by)
               They're rehearsing a ventriloquist 
               act.

                           FRANK THE PUG
               The galaxy is here.

                           KAY
               Here?

                           JAY
               The galaxy is hundreds of millions 
               of stars and planets? How's it here?

     If a dog can smirk, Frank does.

                           FRANK THE PUG
               You humans, when're you gonna learn 
               that size doesn't matter? Just 'cause 
               something's important, doesn't mean 
               it's not very, very small.

                                                       (CONTINUED)

-----------------------------------------------------------------------------------------------------
                                                            p. 83


                           KAY
               How small?

                           FRANK THE PUG
               Tiny. Like the size of a marble. Or 
               a jewel.  Now if you'll excuse me, I 
               need to be walked before the flight.

     Kay lets go of Frank, turns to Jay, who is lost in thought.

                           KAY
                    (to Frank the Pug)
               Get out of here.
                    (then to Jay)
               The galaxy's here. It's not on Orion's 
               belt.

     Jay suddenly notices Frank the Pug bark at a cat farther 
     down the sidewalk.

                           JAY
               Kay...

                                                          CUT TO:

78   INT. MORGUE - DAY                                             78   

     In the morgue, LAUREL is working at a desk when suddenly 
     ROSENBERG'S CAT leaps up onto it from nowhere, the way cats 
     do, landing right in the middle of the file she's studying.

     Laurel jumps.

                           LAUREL
               Boy, when you want attention --

     She pets the cat. As she does, the cat's collar shines in 
     the light.

     Laurel turns the name tag to face her.

     CLOSE ON A PRECIOUS JEWEL, AND THE WORD "ORION."

     As it is written across the collar of the cat.

                           LAUREL (O.S.) (CONT'D)
               "Orion." That's a pretty name.

     From out in the corridor, a bell rings -- DING, DING.

     Laurel notices something dangling from the cat's collar -- a 
     CIRCULAR ICON of a strange and beautiful metal. The center 
     is some sort of hardened, translucent material, light green 
     in color.

                                                       (CONTINUED)

-----------------------------------------------------------------------------------------------------
                                                            p. 84


                           LAUREL (CONT'D)
               What's this?

     She peers into the jewel, and her face washes over with 
     amazement.

79   INT. ICON - DAY                                               79   

     It's as if Laurel is sucked into another universe. Her face 
     goes beatifically blank as she sails through a massive 
     starfield, millions of stars, billions of green, verdant 
     planets, all racing by her at the speed of light.

80   INT. MORGUE - DAY                                             80   

                           LAUREL
               Wow.

     Outside, the bell DINGS again. Orion looks up, as if knowing 
     who's out there, and not liking it.  She SNARLS at the door 
     and leaps off the desk, scurrying across the lab and 
     disappearing under some equipment.

81   INT./EXT. LTD - MANHATTAN - DAY                               81   

     Jay and Kay barrel through town.

                           JAY
               So two galaxies have been fighting 
               for years. And the only people who've 
               been benefiting are a race of 
               creatures called bugs. Then the two 
               galaxies decide to make peace...and 
               the bugs send this guy down to make 
               sure the fighting never stops.

                           KAY
               By killing the emissaries, and 
               stealing the galaxy they've been 
               fighting about.

                           JAY
               And if we don't get it back before 
               he leaves the planet...we're history.

                           KAY
               We're not even history. 'Cause history 
               implies there's someone around to 
               remember it.

82   INT. MORGUE - CORRIDOR - DAY                                  82   

     On a counter in the morgue corridor, a gray, peeling hand 
     BANGS on a bell on a countertop, over and over. The hand

                                                       (CONTINUED)

-----------------------------------------------------------------------------------------------------
                                                            p. 85


     belongs to EDGAR, who is carrying his shotgun, concealing it 
     behind one leg. The morgue attendant, TONY, emerges from a 
     small security cage carrying a worn paperback copy of Atlas 
     Shrugged and a fly swatter.

                           TONY
               Thank you for making sure the bell 
               works.

     Suddenly, quick as a gunfighter, Tony SNAPS the fly swatter 
     down on a BUZZING FLY. Edgar winces.

                           TONY (CONT'D)
                    (to Edgar)
               What's up, Farmer John?

                           EDGAR
               A man came in here earlier. A dead 
               man.

                           TONY
               And this means what to me?

                           EDGAR
               He was a very dear friend of mine. 
               And I believe he had an animal with 
               him. A gift I gave him, a pet cat 
               that means worlds to me. I would 
               like it back.

                           TONY
               I'll need a picture ID, written proof 
               of ownership of the cat, or notarized 
               proof of kinship with --

     WHACK! Tony flicks the fly swatter again, sending another 
     bug to meet its maker. Edgar grits his teeth.

                           TONY (CONT'D)
               -- the deceased.

                           EDGAR
               Don't -- do that.

     WHACK! Still another fly goes down.

                           TONY
               Do what?

     Tony looks down, to where Edgar's hands rest on the counter. 
     Half a dozen cockroaches stream out of his sleeve.

                           TONY (CONT'D)
               Shit!

                                                       (CONTINUED)

-----------------------------------------------------------------------------------------------------
                                                            p. 86


     He ducks under the counter --

     -- and comes up with a can of Raid. Edgar's eyes bug out.

                                                          CUT TO:

83   EXT. MORGUE - DAY                                             83   

     Kay's LTD pulls to a stop in front of the morgue and JAY and 
     KAY jump out.

                           JAY
               I'll handle this one, you wait 
               outside.

                           KAY
               What the hell for?

                           JAY
               Because all we have to do is walk in 
               and get a cat, it's not that hard.  
               But if you go in, you're gonna lay 
               your Jack Webb on her and flash your 
               brain ray in her face and she's gonna 
               end up with leukemia or some shit.  
               The woman's a doctor, she doesn't 
               need you erasing half her med school 
               classes. Take me five minutes.

     And he continues into the morgue, leaving Kay waiting outside.

                           KAY
               Two minutes!

84   INT. MORGUE - DAY                                             84   

     LAUREL SLAMS into a wall on one side of the morgue, thrown 
     there by EDGAR.

     He leans in, close, furious.

                           EDGAR
               Where is the animal?!

                           LAUREL
               I told you, I don't know, it ran 
               under some equipment! Over there.

                           EDGAR
               Get it!

     He grabs her roughly and drags her across the morgue, toward 
     the equipment she pointed to. As they draw close, ORION the 
     cat bolts from underneath it, races between their legs, and

                                                       (CONTINUED)

-----------------------------------------------------------------------------------------------------
                                                            p. 87


     leapfrogs over several small cabinets, landing on top of a 
     very tall one with only six inches clearance between it and 
     the ceiling. A very tough hiding place.

     Edgar just starts to turn when they hear the BELL and a VOICE 
     from the corridor outside.

                           JAY (O.S.)
               Hello? Anybody here?

     Edgar looks up at the cat's hiding place. No time to get it. 
     The bell DINGS again.

                           JAY (O.S.) (CONT'D)
               Hello?

     Roughly, Edgar pulls Laurel close and puts a finger to his 
     lips -- "Shhhhhhh."

85   INT. MORGUE - CORRIDOR - DAY                                  85   

     In the corridor, JAY looks around. No Tony, no answer to the 
     bell.  He DINGS once more, then heads into the back.

86   INT. MORGUE - DAY                                             86   

     JAY comes into the morgue. LAUREL is in there, standing right 
     up next to an examination table, but there is no corpse on 
     the table, just a sheet draped over it. She just stands there, 
     in the middle of the room, staring at Jay.

                           JAY
               Uh, hi.

                           LAUREL
                    (oddly)
               Hello.

                           JAY
                    (flashes a badge)
               I'm Sergeant Friday, from the Twenty-
               Sixth precinct. They brought a cat 
               in here with a corpse the other day, 
               might have said "Orion" on the cat's 
               name tag?

                           LAUREL
               Yes. That's right.

                           JAY
               Right, well, the cat is, uh -- the 
               cat's a witness in a murder case and 
               I'm going to need to take it with 
               me.

                                                       (CONTINUED)

-----------------------------------------------------------------------------------------------------
                                                            p. 88


                           LAUREL
               I don't know where the cat is at the 
               moment.

                           JAY
               You don't?

                           LAUREL
               No.
                    (lowers her voice to 
                    a whisper)
               Maybe you could take me with you 
               instead.

     Jay looks at her.

                           JAY
               Excuse me?

                           LAUREL
               I said, maybe you could take me with 
               you instead.

                           JAY
               Damn, you do start fast, don't you?

                           LAUREL
               I'd really like to go with you. Now.

     Jay just looks at her, amazed at the power he seems to have 
     over this woman. He looks over his shoulder, to make sure he 
     has a few more seconds alone.

                           JAY
               And, uh, why exactly is that?

     Laurel rolls her eyes. She seems irritated with him, but it 
     doesn't go with what she's saying.

                           LAUREL
               I just do.

87   INT. MORGUE - CORRIDOR - DAY                                  87   

     KAY comes down the stairs and into the morgue corridor.  He 
     checks his watch, then leans against the counter and pulls 
     out a pack of cigarettes.

     Waiting.

88   INT. MORGUE - DAY                                             88   

     Jay is thoroughly enjoying himself, but Laurel seems to be 
     going crazy.

                                                       (CONTINUED)

-----------------------------------------------------------------------------------------------------
                                                            p. 89


                           LAUREL
               I have something I need to show you.

     She looks down, pointedly, in the direction of her waist.

                           JAY
               Now slow down, you don't have to hit 
               the gas like that.

     She leans in and lowers her voice.

                           LAUREL
               You don't understand. You really 
               need to see this.

                           JAY
               And I will. But we gotta get something 
               straight here -- I'm gonna drive. 
               It's not some kind of macho trip, 
               it's just the way I'm used to doing 
               things, okay?

89   INT. MORGUE - CORRIDOR - DAY                                  89   

     Kay pulls out a box of matches and strikes one on the side. 
     He raises it to his cigarette, but as it draws close, the 
     match goes out with a sharp

     SIZZLE.

     Kay furrows his brow. Odd.

90   INT. MORGUE - DAY                                             90   

     Laurel is at the end of her rope.

                           LAUREL
               Look, Stud, I don't know how many 
               more times I'm going to get to tell 
               you this.  There's something --

     She points, sharply, at the examination table directly in 
     front of her.

                           LAUREL (CONT'D)
               -- that you have to help me with.

     Jay's smile vanishes and his jaw drops as he figures it out.  
     He starts to reach for his gun.

                                                       (CONTINUED)

-----------------------------------------------------------------------------------------------------
                                                            p. 90


91   INT. MORGUE - CORRIDOR - DAY                                  91   

     Kay raises another lit match to his cigarette, but as this 
     one gets close, a BIG GLOB OF GOO drops from the ceiling and 
     onto the match, dousing the flame.

     Kay looks up, sharply.

     Above him, TONY, the counter guy, is stuck to one high corner 
     of the ceiling by an enormous wad of viscous, dripping fluid.  
     He's dead, a frozen look of terror on his face and the can 
     of Raid still clutched in his hand.

     From inside the morgue, Laurel SCREAMS.

92   INT. MORGUE - DAY                                             92   

     Kay races into the morgue just as the examination table 
     EXPLODES into the air, revealing EDGAR, who was hiding beneath 
     it.

     Now everything happens at once. Jay leaps back and draws the 
     Noisy Cricket, Kay pulls out his series four deatomizer, and 
     Edgar holds his shotgun under Laurel's chin, using her body 
     to shield his own.

                           KAY
               Freeze it, Bug!

                           JAY
               Don't shoot! Don't shoot!

                           LAUREL
                    (to Jay)
               CHRIST, are you THICK!

                           JAY
               How was I supposed to know!?!

                           LAUREL
               What did I have to do, SING it for 
               you!?!

                           JAY
               Maybe if you didn't come on like a 
               drunken prom date!

                           LAUREL
               Oh, that's SO typical. Any time a 
               woman shows the slightest hint of 
               sexual independence, men just --

                           EDGAR
               Everybody shut UP!

                                                       (CONTINUED)

-----------------------------------------------------------------------------------------------------
                                                            p. 91


                           KAY
               Let her go, Shit Eater.

                           EDGAR
               Listen, Monkey Boy, I may have to 
               take that kind of talk in my end of 
               the universe, but compared to you 
               humans, I'm the top rung on the 
               evolutionary ladder, so can it, all 
               right?!

                           KAY
               You're breakin' my heart. Move six 
               inches to your left and I'll solve 
               all your problems.

     ORION the cat suddenly attacks, leaping off the top of the 
     cabinet and landing on Edgar, HISSING and scratching and 
     clawing for all she's worth.

     Edgar snaps an arm up and whips her off. The cat squirms in 
     his arm, the icon jangling. Edgar grabs the icon, holds onto 
     it, and flings the cat away, across the morgue. The icon 
     comes free, remaining in his hand.

     He drops it into his mouth and swallows. He shoves the gun 
     hard against Laurel's cheek.

                           EDGAR
               That's better. Now put down your 
               weapons.  We're leaving.

     Kay freezes, teeth clenched, gun still in front of him. 
     Standoff.

                           EDGAR (CONT'D)
               Have you ever pulled the wings off a 
               fly?

     Edgar cranks one of Laurel's arms behind her back, hard, and 
     she CRIES OUT in pain.

                           EDGAR (CONT'D)
               Would you care to see the fly get 
               even?

                           KAY
               How far you think you'll get without 
               your ship? If that's what you call 
               that hunk of space crap we've got 
               back at our office.

                           EDGAR
               Put the weapons down!

                                                       (CONTINUED)

-----------------------------------------------------------------------------------------------------
                                                            p. 92


                           KAY
               Never gonna happen, Insect.

     Edgar backs away with Laurel, further into the morgue, toward 
     a glass window that looks out at the base of an air shaft. 
     Jay and Kay advance, slowly, cornering him.

                           JAY
               It's okay, Laurel!

                           LAUREL
               HOW is it okay?!

                           JAY
               I mean it's going to be okay!

                           EDGAR
               Don't bet on it, meat sack.

     And with that he turns, leaps --

     -- and CRASHES right through the window, into the air shaft.

93   EXT. MORGUE (SIDE STREET) - DUSK                              93   

     EDGAR, still clutching LAUREL, EXPLODES up over a railing.

     Nobody looks twice as Edgar, dragging Laurel (with his arm 
     over her mouth), races toward the nearby busy Manhattan 
     Street.

94   INT. MORGUE - AIR SHAFT - DUSK                                94   

     Jay and Kay duck into the air shaft and look up -- too far 
     to climb, and the walls are smooth anyway.

                           KAY
               Damn it!

     They turn and run out of the morgue.

95   EXT. THE NEARBY BUSY MANHATTAN STREET - DUSK                  95   

     EDGAR, with LAUREL, RUNS right in front of a CAB, which 
     screeches to a halt inches from them. The CABBIE sticks his 
     head out and YELLS something in an unknown language. And 
     KEEPS yelling as --

     Edgar reaches through the passenger side and pulls the Cabbie 
     out the door (cigarette and wooden seat-beads and all).

     The Cab Driver is still yelling as Edgar leaps in, pushing 
     Laurel in before him, leaving her behind the wheel.

                                                       (CONTINUED)

-----------------------------------------------------------------------------------------------------
                                                            p. 93


     He removes a POSTCARD -- the one he took from the display on 
     the newsstand.

                           EDGAR
               Take me here.

                           LAUREL
               What???

     Edgar just cranks the car into gear -- opening his mouth and 
     swallowing the icon -- and in so doing revealing a TRIPLE 
     ROW OF SERRATED BUG-TEETH, he SLAMS HIS FOOT on the gas pedal.

     Laurel's head snaps back as the car rocks forward. She has 
     no choice, but to grab the wheel and start steering as --

     The car screeches out into traffic, swerving wildly as Laurel 
     is forced to make a 90-degree turn. The car fishtails wildly, 
     swiping an oncoming car as it straightens and heads into the 
     traffic.

     The furious Cab Driver runs off after it, still yelling as 
     he disappears around the corner.

     A second later, KAY and JAY rush out into the street. The 
     cab is nowhere to be seen. Jay runs into the street, noticing 
     the wooden beads, the ripped pine-scented green deodorizer, 
     and the still-burning cigarette.

                           JAY
               They're in a cab.

     And Jay starts running down the street, where DOZENS of cabs 
     are waiting at the intersection.  He's running from cab to 
     cab, pounding on windows, scaring the living shit out of 
     people --

                           JAY (CONT'D)
               Hey! Laurel!? Hey!

     -- but Laurel and Edgar are nowhere to be found. Up ahead 
     the light turns green and the tide of taxis wash away, leaving 
     Jay on the street. He turns as a car screeches up behind 
     him, its headlights shining in his eyes. As it gets closer, 
     Jay sees it's Kay in the LTD.

                           KAY
               Stop wasting time. He's not getting 
               off the planet in a cab.

                                                          CUT TO:

                                                       (CONTINUED)

-----------------------------------------------------------------------------------------------------
                                                            p. 94


96   INT. MIB BUILDING - HEADQUARTERS - NIGHT                      96   

     Jay and Kay rush in from the door under the World's Fair 
     mural, and head toward the main display screen; all around 
     them, the MIB staffers are in frenetic activity in response 
     to the threat from above.

                           KAY
                    (to tech at a desk)
               Come with me.  Put up a bio-net all 
               the way around Manhattan; if it's 
               not human, it's not leaving the 
               island.  What've we got from our 
               friends upstairs?

                           ZED
               Same thing: "Deliver the galaxy."

                           KAY
               Yeah, well the bug's got the galaxy, 
               but we've got his ship. He's got to 
               be looking for a way out.

     Just then, a loud ALARM wails.

     AT THE MAIN VIEWING SCREEN, A GREEN LINE shoots out from the 
     Arquillian ship, striking a region of planet earth.

97   INT. MIB BUILDING - HEADQUARTERS - NIGHT                      97   

     -- headquarters, where every bell, whistle and light 
     imaginable is going off.

                           JAY
               WHAT THE HELL ARE THEY SHOOTING AT 
               US FOR?!

                           ZED
               Arquillian battle rules, kid. First 
               we get an ultimatum, then a warning 
               shot, then we have a galactic standard 
               week to respond.

                           JAY
               A galactic standard week? How the 
               hell long is that?

                           KAY
               One hour.

                           JAY
               One hour?

     Viewing the screen, it now reads:

                                                       (CONTINUED)

-----------------------------------------------------------------------------------------------------
                                                            p. 95


                           MIB
               DELIVER THE GALAXY OR THE EARTH WILL 
               BE DESTROYED...  SORRY

                           ZED
               To keep the bugs from getting it, 
               the Arquillians will destroy the 
               galaxy and whatever planet it's on.

                           JAY
               You're talking about US!

                           ZED
               Sucks, doesn't it?

                           KAY
               Pull up the locations of all land-
               based interstellar vehicles.

                           ZED
               They're all gone. Frank the Pug took 
               the last ship on the planet.

     As Kay and Zed watch as the machine scrolls through the data, 
     Jay walks back towards the center of the room, deep in 
     thought. Over him we hear:

                           KAY
               Atlantic City?

                           ZED
               Gone.

                           KAY
               That landfill on the Jersey Shore?

                           ZED
               Gone.

                           JAY
               Uh, gentlemen.

                           KAY
               Epcot?

                           ZED
               Gone.

                           KAY
               Miami Beach?

                           ZED
               Gone.

                                                       (CONTINUED)

-----------------------------------------------------------------------------------------------------
                                                            p. 96


                           JAY
               Fellas.

                           KAY
               Hartford?

                           ZED
               Gone, thank God.

                           JAY
               Hey. Old guys.

     Kay and Zed both look up at once, scowling.

                           JAY (CONT'D)
               Do those still work?

     They follow his gaze, up, over the computer terminals. There, 
     on the wall in front of them, where it has loomed for the 
     entire movie, is the enormous mural of the 1964 World's Fair 
     grounds. Most prominent in the mural are two tall towers 
     that rise dramatically from the ground, topped by --

     -- the two flying saucers from the very first alien contact. 
     As they stand there, wide-eyed, staring at it, we --

                                                     DISSOLVE TO:

98   EXT. WORLD'S FAIR - NIGHT                                     98   

     -- the real-live twin towers on the actual fairgrounds in 
     Flushing Meadows. A taxi SCREECHES to a halt at the edge of 
     a fence a hundred yards away. EDGAR shoves LAUREL out through 
     the driver's door and follows behind her, still holding his 
     weapon on her.

                           EDGAR
               You're coming with me.

                           LAUREL
               What?! Why?!

                           EDGAR
               It's a long trip. I'll need a snack.

     And he shoves her ahead of him, off in the direction of the 
     space ships.

     Behind him, abandoned on the front seat of the cab, we finally 
     see the front of the postcard he's been carrying around. 
     "FLUSHING MEADOWS, SITE OF THE 1964 WORLD'S FAIR," it says,

                                                       (CONTINUED)

-----------------------------------------------------------------------------------------------------
                                                            p. 97


     with a distinctive photograph of the spaceships.  So that's 
     how he knew.

                                                          CUT TO:

99   EXT. COLUMBUS CIRCLE - NIGHT                                  99   

     Nighttime now, and the city hums along, just another Thursday 
     night.  The clock in Columbus Circle says it's 7:45.

100   EXT. SIXTH AVENUE - NIGHT                                   100   

     TVs in the window of an appliance store show a rerun of 
     "Cheers." PEOPLE laugh.

101   EXT. TIMES SQUARE - NIGHT                                   101   

     The news ticker in Times Square announces the latest 
     shattering news:

     RAIN LIKELY -- TEMPS DROP TO 60'S

     EARTHLINGS pass left and right, blissfully unaware of their 
     impending doom.

                                                          CUT TO:

102   EXT. MIB BUILDING - NIGHT                                   102   

     KAY and JAY leap into Kay's LTD and SLAM the doors. Kay jams 
     the key in the ignition, the car ROARS to life, and he turns 
     to Jay.

                           KAY
               Whaddya say we bag us some bug?

     He hits the gas and the car ROCKETS away from the curb.

103   EXT. CITY STREETS - NIGHT                                   103   

     The LTD tears through the city.

104   INT. MIB LTD - TRAVELING - NIGHT                            104   

     Kay turns sharply to the right, SMACKING Jay around. Looking 
     up ahead, he sees the entrance to the midtown tunnel.

                           JAY
               You're taking the tunnel?!

                           KAY
               You know a better way to Queens?

                                                       (CONTINUED)

-----------------------------------------------------------------------------------------------------
                                                            p. 98


                           JAY
               It's usually jammed?!

105   EXT. MIDTOWN TUNNEL - NIGHT                                 105   

     The LTD races through the tunnel at top speed. It's clear 
     driving for a few seconds, but then they round a bend --

     -- and there's a traffic jam up ahead.

106   INT. MIB LTD - TRAVELING - NIGHT                            106   

     Kay approaches the line of cars at top speed, with no 
     intention of slowing down. Jay, terrified, holds on for dear 
     life.

                           JAY
               I told you!

                           KAY
               Jay. The button?

                           JAY
               Yeah?!

                           KAY
               Push the button, Jay.

     A LIGHTED PANEL rotates into place between the two front 
     seats, and that red button flashes underneath its plastic 
     shield again. Jay flips back the plastic cover and JAMS his 
     finger down on the red flashing button.

                           KAY (CONT'D)
               And you may want to throw on a seat 
               belt.

107   EXT. MIDTOWN TUNNEL - MIB LTD - NIGHT                       107   

     As the LTD rockets toward the traffic jam up ahead, it begins 
     to evolve, its shape actually changing. The sides and back 
     extend as some sort of endoskeleton pushes the "normal" panels 
     out. It becomes a larger, wirier machine, held together by 
     an elaborate series of mechanical muscles and metallic 
     tendons.

     Kay's car hurtles toward certain death in the traffic jam, 
     but at the last possible moment it swerves off to the side, 
     a SUCKING SOUND coming from underneath it.

     Instead of banging off the wall of the tunnel, the LTD 
     actually clings to it. It swerves up, onto the wall and hangs 
     there, racing by the traffic below.

                                                       (CONTINUED)

-----------------------------------------------------------------------------------------------------
                                                            p. 99


     It keeps going, turning all the way over and driving upside 
     down, wheels clinging to the roof of the tunnel.

108   INT. MIB LTD - TRAVELING - NIGHT                            108   

     Jay falls from his seat with a CLUNK, onto the upside down 
     ceiling of the car. Balled up on the back of his neck, he 
     peers out the window as they tear through the tunnel, ZOOMING 
     over the bottlenecked traffic underneath.

     As they race through the tunnel, they have a minute to kill.

                           KAY
               Mind if I smoke?

                           JAY
               What?!?

                           KAY
               In the car, I mean.

                           JAY
               I don't care!!

                           KAY
               Hey, just a common courtesy. It 
               bothers some people if you smoke in 
               a car.

     He lights a cigarette and blows the smoke out leisurely, one 
     hand on the wheel, just waiting out the tunnel. Jay gives up 
     struggling to right himself and closes his eyes, suffering 
     through this.

109   EXT. MIB LTD - TRAVELING - NIGHT                            109   

     From outside the car, we watch it rocket along on the roof 
     of the tunnel.

     We can hear KAY'S VOICE as he goes on. And on.

                           KAY
               Yeah, it's harder and harder to smoke 
               anywhere these days. Hell, I suppose 
               I should quit. I've tried. Never 
               took, though. I'm beginning to think 
               I lack self-control.

     And they disappear out the other end of the tunnel --

                                                       (CONTINUED)

-----------------------------------------------------------------------------------------------------
                                                           p. 100


110   INT. MIB LTD - TRAVELING - NIGHT                            110   

     -- and flip over, BANGING back down onto the road on the 
     other side. Jay falls off the ceiling and SLAMS into his 
     seat.

                           KAY
               Well, back to work.

     He flips his cigarette out the window and cranks the wheel 
     to the left.

111   EXT. MIDTOWN TUNNEL - TOLL BOOTH - NIGHT                    111   

     Approaching a toll booth, the LTD shoots across nine lanes 
     of traffic and through the only open booth, SHATTERING the 
     gate. Traveling at about two hundred miles an hour, Kay 
     nonchalantly flips a token out the window --

     -- and it CHINKS in the basket as their taillights disappear.

                                                          CUT TO:

112   EXT. WORLD'S FAIR - LANDING TOWER - NIGHT                   112   

     EDGAR climbs the outside of the landing tower of one of the 
     space ships, pushing LAUREL up ahead of him, headed for the 
     saucer at the top.

                           LAUREL
               Come on, let me go, you don't want 
               to eat me. I'm a very important person 
               on my planet. Like a queen. A goddess, 
               even.  There are those who worship 
               me, yes. I'm not trying to impress 
               you with this, I'm just letting you 
               know. It could start a war.

                           EDGAR
               Good. War means food for my family, 
               all seventy-eight million of them.  
               That's a lot of mouths to feed, your 
               highness.

                           LAUREL
               You're a wonderful dad.

     And with that she KICKS him squarely in the face. He reels, 
     momentarily losing his grip on her. She takes advantage of 
     the moment and FLINGS HERSELF out, into the air.

     Edgar flails, but she is beyond his reach. She falls, tumbling 
     through the air --

                                                       (CONTINUED)

-----------------------------------------------------------------------------------------------------
                                                           p. 101


     -- and lands in the branches of a tree. She hits hard, the 
     branches rattling, and reaches out and hangs on for dear 
     life, high above the ground.

     Above, Edgar just keeps climbing.

113   EXT. WORLD'S FAIR - NIGHT                                   113   

     Over at the fence, the LTD comes to a looooong, skidding 
     stop at the fairgrounds.

     AT THE TRUNK, JAY and KAY flip open the trunk and scarf up 
     whatever weapons look most dangerous. Kay grabs a black box, 
     UNSNAPS a row of latches, and opens it, revealing --

     -- the most wicked-looking shotgun on the planet.

     Three feet long, triple-barreled, over and under and under, 
     plus a pump action reloader on top of a storage clip for a 
     dozen more shells. The shells themselves are solid, glistening 
     like polished steel. Kay loads up the clip.

                           JAY
               You know how to work that?

     Kay pumps it once, with extreme confidence.

                           KAY
               No idea whatsoever.

     He SLAMS the trunk, revealing the flying saucers sitting 
     atop their columns in the distance.

                           KAY (CONT'D)
               Let's bag us some bug.

     As if on cue, one of the saucers begins to HUM. Then it starts 
     to spin, faster and faster. The ship begins to rise.

                           JAY
               Oh, shit.

114   EXT. WORLD'S FAIR - TREE - NIGHT                            114   

     Laurel sits in her tree, watching with amazement.

115   EXT. SHEA STADIUM - NIGHT                                   115   

     At Shea Stadium, a Mets game is in progress. Behind the home 
     plate side, the flying saucer silently rises up in the night 
     sky, plainly visible.

                                                       (CONTINUED)

-----------------------------------------------------------------------------------------------------
                                                           p. 102


     But at that very moment, the batter CRACKS into a fastball, 
     hard. The crowd rises to its feet, SHOUTING, staring out at 
     center field, where the ball is headed.

     All eyes in the house are on the Mets' CENTER FIELDER, except 
     for his eyes, which are on the flying saucer behind home 
     plate. His eyes widen, his jaw drops --

     -- and the catchable ball sails over his head, THUDDING into 
     the wall

     behind him. The crowd BOOS viciously.

116   EXT. WORLD'S FAIR - NIGHT                                   116   

     Kay raises the weapon he took from the trunk; looks over at 
     Jay.

                           KAY
               Set it to pulsar level five, sub-
               sonic implosion factor --

                           JAY
               What?

                           KAY
               Press the little green button, on 
               three.

     Jay raises his weapon; they press their green buttons.

                           KAY (CONT'D)
               One...two...

     They pull their triggers.

     For a moment, nothing happens, as if it were a misfire. But 
     then, there is a VACUUM WHUMP, like all the air in the 
     immediate area being sucked into a space the size of a dime, 
     and a tremendous shock wave rolls out from the barrel of the 
     guns.

     Jay and Kay are sucked to the ground by the bizarre force, 
     THUDDING to their stomachs like magnets to a refrigerator.

117   EXT. WORLD'S FAIR - NIGHT                                   117   

     The shock waves wrinkle across the open space between them 
     and the ship, then it HITS the ship --

     -- and it too is sucked back down. Hurtling back toward them.

                                                       (CONTINUED)

-----------------------------------------------------------------------------------------------------
                                                           p. 103


118   EXT. LAUREL'S TREE - NIGHT                                  118   

     She flinches as the flying saucer shoots overhead.

119   EXT. WORLD'S FAIR - NIGHT                                   119   

     The saucer CRASHES through the Unisphere, an enormous steel 
     globe, and THUDS to the earth, CRASHING through brush, dirt 
     and rock...

     Jay and Kay come to their feet...

     In front of them, the dust clears... Trees uprooted, stones 
     and dirt thrown everywhere...a dumpster has been cast to 
     their left...

     And the saucer is there, embedded in the earth, tipped off-
     kilter in a mound of debris...

     A hatch comes up...revealing Edgar, walking slowly toward 
     them, with contained fury.

                           EDGAR
               You don't get it. I've won. It's 
               over.

                           KAY
               You are under arrest for violating 
               number 4-1-53 of the Tycho accord.  
               Please hand over any galaxy you might 
               be carrying.

                           EDGAR
               You milk-suckers! You don't matter!  
               In a few seconds you won't even be 
               matter!

                           KAY
               Move away from the vehicle and put 
               your hands on your head.

     He pumps the gun for emphasis.

                           EDGAR
               Put my hands on my head?

     Edgar stares at him. Then flexes his arms, still encased in 
     flesh. His giant pincers RIP free of the rotting skin.

     He extends both pincers to the sides, and, my God, his reach 
     must be twelve feet across.

                                                       (CONTINUED)

-----------------------------------------------------------------------------------------------------
                                                           p. 104


     Now the skin and clothes on Edgar's legs begins to CRACK and 
     SHRED. They BURST APART, revealing two hideous, doubled-over 
     insect legs. The bug raises himself aloft on his legs.

     He sucks in a deep breath of air, and now the rest of the 
     Edgar suit goes the way of the arms and legs. The torso 
     EXPLODES in great rendering of cloth and skin, and finally 
     Edgar's head simply BURSTS apart, SPATTERING against the 
     walls. Edgar now reveals himself as he really is: a hairy, 
     bug-like exoskeleton, a scaly tail with a long stinger, a 
     head like a cobra with elliptical eyes and a small nose, and 
     two horse-like feet with three toes each.

     He raises his pincers in the air, resting them on his head. 
     The GALAXY hangs on a chain around his neck.

                           BUG
               Like this?

     Kay and Jay pump their guns and aim at the Bug.

     Suddenly the Bug SPITS. And a HUGE, SLIMY WAD OF GOO shoots 
     from him and engulfs both shotguns. The Bug snorts it back, 
     tearing them from Jay and Kay's grasp, then swallowing them.

     Jay and Kay have only a second to react before --

     The Bug SWIPES at them with the back of his clawed hand, 
     like someone brushing aside a gnat -- and SENDS THEM FLYING 
     FIFTEEN FEET IN THE AIR.

120   EXT. LAUREL'S TREE - NIGHT                                  120   

     She flinches as she sees them hit the ground. She starts to 
     climb the tree.

121   EXT. WORLD'S FAIR - NIGHT                                   121   

     Jay and Kay hit the ground with loud grunts.

                           JAY
               That did not go at all like I had 
               planned.

     They look up to see the Bug moving for the second tower -- 
     and the second flying saucer. Kay gets to his feet.

                           KAY
               This guy's really starting to bug 
               me.

     Kay starts walking after the Bug.

                                                       (CONTINUED)

-----------------------------------------------------------------------------------------------------
                                                           p. 105


                           KAY (CONT'D)
               Whatever happens, Jay, don't let him 
               get on that ship.

                           JAY
               Where are you going?

                           KAY
               Getting my gun back.

                           JAY
               What!?

     Kay steps forward and yells at the departing Bug.

                           KAY
               Hey, Bug!

     The Bug just keeps moving toward the ladder.

                           KAY (CONT'D)
               I'm talking to you, Bug! You know 
               how many of your kind I've swatted 
               with a newspaper?

     The Bug turns toward Kay. Kay steps up to him, the small 
     human facing off against the giant alien hug.

122   EXT. LAUREL'S TREE - NIGHT                                  122   

     She quietly makes it to the ground -- hurries off to the 
     darkness of the woods.

123   EXT. WORLD'S FAIR - ON KAY AND THE BUG - NIGHT              123   

     Kay has himself in the Bug's face, its dripping fangs inches 
     from Kay's face.

                           KAY
               You're just a smear on the sports 
               page to me, you slimy, gut-sucking, 
               intestinal parasite! Eat me!

     The Bug reacts -- cranks open its massive jaws with a 
     deafening HISS, lunges forward, and sucks Kay into his mouth.

     The Bug straightens up to its full height and throws his 
     head back. Kay slides down the Bug's throat, bending it 
     sideways as he kicks and SCREAMS his way down into its 
     abdomen.

     JAY looks on, in stunned horror...

                                                       (CONTINUED)

-----------------------------------------------------------------------------------------------------
                                                           p. 106


     AS THE BUG TURNS TO JAY AND STRETCHES TO ITS FULL HEIGHT and 
     lets loose a HIDEOUS SCREAMING HOWL OF TRIUMPH.

124   EXT. WOODS - NIGHT                                          124   

     Laurel is still watching.

125   EXT. WORLD'S FAIR - ON JAY AND THE BUG - NIGHT              125   

     Jay watches as the Bug continues its HOWL OF TRIUMPH...He 
     feels totally defeated. But...

     He can hardly believe his eyes as he looks down at the Bug's 
     stomach...

     CLOSE ON BUG'S STOMACH. Through the leathery pouch of the 
     Bug's stomach, we can just make out the distended outline of 
     the two atomizers...and just a few inches from it, a HUMAN 
     HAND is reaching toward the gun... KAY!

126   INT. BUG - NIGHT                                            126   

     Kay, swimming in the Bug's intestinal fluid, tries to make 
     his way to the gun, Holding his breath. Eyes stinging.

127   EXT. WORLD'S FAIR - NIGHT                                   127   

     Jay knows what he has to do. He picks up a good-sized chunk 
     of concrete dislodged by the crashing saucer and hurls it at 
     the Bug.

                           JAY
               Hey! Come over here and try that!

     The concrete THUNKS off the Bug's shell -- he doesn't seem 
     to notice; just keeps moving.

     Jay picks up a twisted metal pole and runs at the Bug.

                           JAY (CONT'D)
               Stop right there, or I'll start 
               wailing on your waxy, pointed ass!

     Jay starts pounding on the Bug with the metal pole.

128   INT. BUG - NIGHT                                            128   

     Kay almost has his fingers around the stock of the gun -- 
     The POUNDING on the outside distracts him and he turns -- 
     the gun shifts away.

                                                       (CONTINUED)

-----------------------------------------------------------------------------------------------------
                                                           p. 107


129   EXT. WORLD'S FAIR - NIGHT                                   129   

     The Bug grabs the metal pole and yanks it out of Jay's hands. 
     He swings at Jay -- Jay dodges the blow and falls to the 
     grass.

     The Bug slices down with razor-sharp claws at Jay --

     -- Jay rolls out of the way, just as the mean-looking claws 
     dig into the grass.

     Jay rolls right underneath the Bug's legs. His hand falls on 
     something in the grass -- another piece of debris, a sharp 
     metal spike, gleaming like a dagger. He grabs the metal spike 
     and looks up at the Bug's apparently vulnerable underbelly, 
     right above him.

     He grabs the spike with both hands and is about to thrust 
     the spike up, into the Bug's gut, when; The Bug bends its 
     head down between its legs.

     BUG'S POV of Jay there, upside-down from this perspective, 
     lurking between the Bug's legs.

130   EXT. WORLD'S FAIR - NIGHT                                   130   

     The Bug opens its jaws and SNAPS at Jay -- who propels himself 
     backward out of harm's way.

     The Bug starts climbing the tower. Jay howls in frustration.

                           JAY
               What are you, afraid of me? Come on! 
               Stand and fight like an arthropod!

     In frustration, Jay screams and throws himself on the Bug, 
     hanging onto its back, trying to drag it down.

                           JAY (CONT'D)
               You want a piece of this, huh?!  
               Maybe you're a badass in your hive, 
               but this is New York City. You're 
               just another tourist here!

     The Bug flicks him off with his tail -- sending him SAILING 
     twenty feet through the air.

     Jay CRASHES into the dumpster, landing on a heap in front of 
     the garbage.

     But, scratched and beat-up, Jay still doesn't quit -- he 
     stands to yell at the Bug, extending his arm at the creature.

                                                       (CONTINUED)

-----------------------------------------------------------------------------------------------------
                                                           p. 108


                           JAY (CONT'D)
               You're messing with the wrong species, 
               Bug --

     He notices something on his arm...a cockroach running down 
     his sleeve. He flicks it off...

     Looks down at the ground...sees another roach...looks over 
     to the dumpster behind him...there are more of them...a whole 
     mob, in fact...fifty or sixty of the critters, climbing out 
     of a rusted hole in the dumpster...

     Jay has one last desperate idea...He kicks at the dumpster -- 
     part of the side is rusted paper thin and it kicks apart and 
     crumbles to pieces.

     TENS OF THOUSANDS OF ROACHES pouring forth from the dumpster, 
     crawling like a black glittering river, away from the 
     garbage...

     Jay leaps to his feet and moves to the glistening mob of 
     insects...

                           JAY (CONT'D)
               Hey, Bug!

     CLOSE ON JAY'S FOOT as he steps on the roach.  CRUNCH.

     ON THE BUG as he flinches on the ladder -- he hates that 
     sound.

     ON JAY. He smiles.

                           JAY (CONT'D)
               If I'm not mistaken, that was a cousin 
               of yours.

     He knows he's getting to him. He steps toward the Bug -- 
     moving his foot over another roach.

     CRUNCH! He crushes another one.

                           JAY (CONT'D)
               Whoa! That had to hurt. And, what 
               d'you know, here's your old Uncle 
               Bob!

     He steps forward again -- CRUNCH!

     ON THE BUG. He turns around, anger burning in his eyes.

131   INT. BUG - NIGHT                                            131   

     Kay's hand reaches closer and closer to the gun...

                                                       (CONTINUED)

-----------------------------------------------------------------------------------------------------
                                                           p. 109


132   EXT. WORLD'S FAIR - ON JAY - NIGHT                          132   

     Jay keeps moving toward the Bug, finding new roaches to tread 
     on -- holds his foot over another one.

                           JAY
               What's that? Can you hear what he's 
               saying?  'Help me! Help me!'

     CRUNCH.  ON THE BUG as he starts climbing down the tower and 
     moving toward Jay.

     ON JAY. They are moving toward each other in a show down -- 
     Jay moves on, poising his foot over another roach.

                           JAY (CONT'D)
               Ooh!  There's a pretty one. That one 
               looks kinda familiar, don't you think? 
               I know who that is!

     The Bug is right over Jay now, jaws dripping ready to gobble 
     him up.

                           BUG
               Don't do that!

     Jay stares right back at the Bug. Inside, he sees Kay's hand, 
     closing around the trigger of the shotgun.  He brings it 
     around, pointing up, straight at the Bug's head.

                           JAY
               That's your Momma!

     He moves to CRUNCH the roach -- The Bug moves to chomp Jay -- 
     Jay stares up at him, unflinching...

                           JAY (CONT'D)
               Didn't she ever teach you not to 
               bite off more than you can chew?

     And at that very moment...

     Kay BLASTS a hole right in the middle of the Bug's midsection. 
     The front of the Bug's thorax EXPLODES in a shower of bug 
     juice all over Jay.

     The Bug flies into two pieces -- the butt end sailing one 
     way; the head flying behind Jay.

     Kay falls out of the Bug, in a mess of goo, gasping for 
     breath, dropping the atomizer from his slippery fingers.

     The other gun sails off into the darkness.

                                                       (CONTINUED)

-----------------------------------------------------------------------------------------------------
                                                           p. 110


     The ICON drops to the ground, rolls over to Jay's feet, and 
     CLATTERS to rest like a silver dollar on a barroom floor.

     He calmly bends down and picks it up. Jay is pissed and starts 
     in on Kay.

                           JAY (CONT'D)
               You son of a --

     Kay holds up a finger in a 'wait a minute' gesture -- pulls 
     out his pocket phone and hits a number.

                           KAY
               Zed. Get a message to the Arquillians.  
               We have the galaxy.

133   INT. MIB HEADQUARTERS - NIGHT                               133   

     Zed is standing at the console, a smile on his face. He 
     glances over at the console that displays alien arrivals and 
     departures on the earth. The red lights are coming back on.

                           ZED
               I think the word's already out. Our 
               friends are coming back.
                    (then)
               Got an authorized landing at Times 
               Square.  You and Jay check it out on 
               the way back...  And pick me up one 
               of those soft pretzels, while you're 
               at it. Extra salt. I feel like 
               celebrating.

134   EXT. WORLD'S FAIR - NIGHT                                   134   

     Kay flips the phone closed.

                           KAY
               You were saying?

                           JAY
               Getting eaten!? That was your plan!?

                           KAY
                    (shrugs)
               Worked.

     As they argue, behind them, unseen, THE FRONT HALF OF THE 
     BUG RAISES ITSELF UP on its forearms, eyes gleaming with 
     hate, jaws dripping -- ready to lower itself onto Kay and 
     Jay.

                           JAY
               After I got the shit beat out of me!

                                                       (CONTINUED)

-----------------------------------------------------------------------------------------------------
                                                           p. 111


                           KAY
               And I almost got digested. It goes 
               with the job.

                           JAY
               You coulda told me what you were 
               doing.

                           KAY
               There wasn't time, sport!

     HISSS! The Bug attacks, swinging its head down on them. They 
     turn to see it, and just before the jaws snap down on their 
     heads...

     BOOM! The Bug's head explodes into a million bits. Bug juice 
     showers down everywhere, bucketsful of goo drenching Kay and 
     Jay even further.

     They turn to see...

     LAUREL standing behind the dead Bug, the other atomizer in 
     her hands, the barrel smoking, the weapon and Laurel dripping 
     the Bug innards.

                           LAUREL
               Interesting job you guys got.

     ON THE SKY. Bits of Bug juice still flying through the air.

135   INT. A CAR ON THE ADJOINING FREEWAY - NIGHT                 135   

     The driver sees something tumbling toward the windshield. He 
     winces.

     -- AND THE BUG'S REMAINS SPLAT AGAINST THE WINDSHIELD.

     The driver grimaces at the mess.

                           DRIVER
               Damn bugs.

     He reaches down and hits a button. Wiper fluid squirts onto 
     the windshield and the wipers spread the bug goo everywhere.

                                                          CUT TO:

136   EXT. MIB BUILDING - NIGHT                                   136   

     Kay's LTD is parked outside Men in Black headquarters. LAUREL 
     leans her back against the car.  We see JAY and KAY walking 
     away in the distance.

                                                       (CONTINUED)

-----------------------------------------------------------------------------------------------------
                                                           p. 112


                           JAY
               Look, I know we got rules, but she 
               did just bust the Bug for us.  And 
               so maybe you don't have to flashy 
               thing her.

     Kay pulls out the neuralyzer.

                           JAY (CONT'D)
               Who's she gonna tell, anyway? She 
               only hangs out with dead people.

                           KAY
               Not her. Me.
                    (looking up at the 
                    sky)
               They're beautiful, aren't they? The 
               stars.  I never just look anymore 
               and they're beautiful.

                           JAY
               Kay, you're scaring your partner.

                           KAY
               I haven't been training a partner -- 
               I've been training a replacement.

                           JAY
               Oh no, I can't do this job by myself.

                           LAUREL
                    (walking towards them)
               Hey, guys, we're nowhere near my 
               apartment.  We're not even on the 
               right island.

                           KAY
               Maybe you won't have to.

     Kay starts dialing back the neuralyzer.

                           KAY (CONT'D)
               Days. Months. Years. Always face it 
               forwards.

     He hands the neuralyzer to Jay. Taps his pocket. Indicates 
     for him to put his glasses on. Jay resists.

                           KAY (CONT'D)
               I've just been down the gullet of an 
               interstellar cockroach. That's one 
               of a hundred memories I don't want.

     Jay takes the neuralyzer. Slips on his glasses.

                                                       (CONTINUED)

-----------------------------------------------------------------------------------------------------
                                                           p. 113


                           KAY (CONT'D)
               See you around, sport.

     Jay raises the neuralyzer. With a brilliant FLASH, the screen 
     turns white.

                           JAY
               No, you won't.

                                                          CUT TO:

137   EXT. NEWSSTAND - DAY                                        137   

     CLOSE ON various tabloid headlines as a hand flicks through 
     them. Here's one:

     METS' CENTERFIELDER SAYS:

     "UFO MADE ME MISS HOME RUN BALL!"

     And here's another one:

     DETROIT HAS CAR THAT DEFIES GRAVITY!

     Secret Tests in N.Y.'s Tunnel 

     And a third:

     MAN AWAKENS FROM 30-YEAR COMA

     Returns to Girl He Left Behind 

     A large photograph shows a smiling KAY, arm-in-arm with 
     ELIZABETH RESTON, his long-lost fiancee, in her back yard in 
     Tempe, Arizona.

     She holds a large bouquet of flowers, the same kind he brought 
     but never gave her thirty years ago.

     JAY, who's reading the paper, smiles.

     AT THE CURB, Jay hurries back to the LTD with the newspapers.  
     ELLE, (formerly Laurel), is waiting, leaning against the 
     hood. Tailored black suit. Black shoes. Short-cropped hair. 
     The look never looked better.

                           ELLE
               Zed called. The High Consulate of 
               Regent-9 emissary wants floor seats 
               to the Knicks-Bulls game.

                           JAY
               I'll talk to Dennis Rodman, it's his 
               damn planet.

                                                       (CONTINUED)

-----------------------------------------------------------------------------------------------------
                                                           p. 114


                           ELLE
               Let's roll.

     Both car doors SLAM, Jay drops it in gear, and the LTD BLASTS 
     away from the curb.

138   EXT. NEW YORK CITY BLOCK - DAY                              138   

     The LTD is just one of many cars in a jam-packed Manhattan 
     city block.

     FROM UP IN THE CLOUDS

     Manhattan itself is just part of a much larger urban and 
     suburban sprawl.

     FROM THE STRATOSPHERE

     The east coast of the United States is just part of a much 
     larger land mass.

     FROM THE EOSPHERE

     North America is just a small portion of the planet Earth.

     FROM SPACE

     Earth is just a tiny ball in our solar system.

     FROM THE MIDDLE OF THE MILKY WAY

     Our solar system is just a few blips of light in a vast star 
     field.

     FROM OUTSIDE OUR GALAXY

     The Milky Way is just a creamy spiral amid innumerable other 
     creamy spirals.

     FROM THE OUTER REACHES OF THE UNIVERSE

     There seems to be an edge to what we see, a curved border 
     that seems to close in on things around the perimeters, until 
     everything that exists seems to be contained in one tiny 
     ball --

     -- which is actually a marble resting on a strange-looking 
     patch of red dirt.

     An ALIEN HAND reaches down and flicks the marble, sending it 
     skittering and bouncing across the dirt, where it CLICKS 
     into a dozen other big blue balls just like it.

     FADE OUT.

                                                       (CONTINUED)

-----------------------------------------------------------------------------------------------------
                                                           p. 115


                               The End