V: ALIEN NATION

PART I

FADE IN:

INT. NEW YORK MOTHERSHIP/DETENTION LEVEL/HOLDING AREA

The main door opens, and DIANA enters accompanied by a SECURITY OFFICER of the Shadow Guard.

DIANA: Where is she?

SECURITY OFFICER: (pointing) Over there, Diana.

They walk over to TERESA and JOSEPH who stand next to a bed where JULIE PARRISH is lying unconscious. Diana looks down at Julie.

DIANA: Juliet Parrish. (to security officer) How did she get here?

SECURITY OFFICER: She was captured during the pacification of the city.

DIANA: Why wasn't I informed the moment she was brought onboard?

SECURITY OFFICER: She wasn't identified until after her mother inquired about her.

DIANA: Her mother?

SECURITY OFFICER: Yes. Her family lives in New York.

DIANA: I want a full report on them within the hour.

SECURITY OFFICER: Of course.

JOSEPH: Supreme Commander, there's something you should know.

Diana looks over at Joseph.

DIANA: What is it?

JOSEPH: She's already been reconditioned.

Diana is not happy to hear this.

DIANA: On whose authority?

JOSEPH: She was randomly selected as part of our effort to refine the process.

DIANA: This woman possesses vital information on the resistance. Can we still retrieve it?

JOSEPH: I'm afraid not. Much of her recent memory was erased in favor of the new matrix.

Diana looks silently at Joseph and Teresa who fight to retain their composure.

DIANA: (suddenly) Revive her and bring her to my quarters immediately.

Diana leaves with the security officer. Teresa looks warily at Joseph, takes out a hypospray, and injects Julie in the neck.

TERESA: Dr. Parrish, can you hear me?

Julie opens her eyes.

JULIE: Where am I?

JOSEPH: You're on the Mothership. Please listen very carefully. We haven't much time.

EXT. CEMETERY

BRAD MORRISON stands in front of Lisa Kennedy's grave stone, staring at it. MARIA SANCHEZ walks over with CARLOS.

MARIA: Brad, we've been looking for you.

BRAD: Obviously, you weren't looking very hard.

MARIA: Don't do this, Brad. Lisa wouldn't want it this way. Like she said, we got to look out for each other.

Brads turns to her.

BRAD: You already found someone to look after.

MARIA: What's that supposed to mean?

BRAD: How can you stand to be with him after what happened to Lisa?!

MARIA: Carlos wasn't responsible for that! He tried to help her.

BRAD: A lot of good that did.

CARLOS: I'm sorry, Brad. I wish I could have done more.

BRAD: Oh, shut up! Just go the hell back to wherever you came from and leave me alone!

Brad walks off.

INT. NEW YORK MOTHERSHIP/DIANA'S QUARTERS

A shadow trooper stands guard in Diana's quarters when the door opens and JESSICA enters. Sitting at a table, Diana looks up.

JESSICA: Diana, I'd like a word with you.

DIANA: I'm rather busy at the moment. Can't it wait?

JESSICA: I'm afraid not.

DIANA: Very well, but keep it brief.

Jessica looks over at the shadow trooper with disdain.

JESSICA: I demand the removal of all Shadow Guard troops from this ship and all the other motherships in my squadron. Their presence is an insult to me and every member of my crew.

DIANA: We've already discussed this. They'll remain here on my authority until every Fifth Column traitor has been purged from the military ranks. On this ship in particular.

JESSICA: I can take care of my own ship.

DIANA: Not from what I've seen. The loss of the President and the uprising in the city almost jeopardized this mission.

JESSICA: What exactly is our mission, Diana?

DIANA: You know what it is. The successful implementation of the peace treaty with the humans.

JESSICA: Please don't insult my intelligence. I want to know the truth.

DIANA: I've have enough of your insubordination. You may be a squadron commander, but I'm in command of this entire fleet.

JESSICA: I have a duty to notify my superiors of any threat to the military or its mission. Since you refuse to acknowledge my concerns, I have no choice but to take them up with the Commander-in-Chief.

DIANA: I'd think very carefully before doing that.

The intercom at Diana's table buzzes.

DIANA: Yes.

TERESA: (over intercom) We have Juliet Parrish, Diana.

DIANA: Bring her in.

The door opens and Teresa and Joseph escort Julie into Diana's quarters.

DIANA: (to Jessica, Teresa, and Joseph) I want to speak to her alone. You're all dismissed.

The three leave Julie and Diana alone. Diana turns to Julie and smiles.

DIANA: Julie, it's so good to see you again. Please sit down.

JULIE: Thank you.

Julie walks over and sits down in front of Diana.

DIANA: I just learned that you were on the Mothership. Do you know how you got here?

JULIE: Not really.

DIANA: What's the last thing you do remember?

JULIE: I was kidnapped. They said they were with the World Liberation Front. They had the President too.

DIANA: Why were they holding you?

JULIE: They wanted me to develop a new bacteria to kill the Visitors, but I refused.

DIANA: But they were with the resistance. Why didn't you help them?

JULIE: Because they were terrorists.

DIANA: And how did you come to that conclusion?

JULIE: They told me everything. About planting the bomb on the leader's shuttle, the attack on the Peace Parade, Lydia's assassination, and the coup against the President.

DIANA: And how did that make you feel?

JULIE: I felt betrayed. I told them I wanted peace. That's when they started...doing things to me.

Diana walks over to Julie and puts a hand on her shoulder.

DIANA: (reassuringly) It's okay, Julie. They can't hurt you anymore. Do you remember how you were freed?

JULIE: Soldiers came to rescue us. The President was killed, and I blacked out. The next thing I remembered was waking up here.

DIANA: You're very fortunate to still be alive. Your mother will be thrilled when she hears the good news.

JULIE: My mother?

DIANA: She's waiting to see you.

INT. UNIVERSITY JOURNALISM SCHOOL/PAUL'S OFFICE

PAUL MAITLAND stands at the open door of his office which has been ransacked. Someone comes up behind from him. Startled, Paul turns around and sees that it is ROBERT ASH.

PAUL: Bob, what the hell happened here?

ASH: Several Visitors came by. Security types. They wanted to talk to you.

PAUL: About what?

ASH: About Derrick. They said he was involved in kidnapping the President from Visitor headquarters.

PAUL: (trying to sound surprised) That's absurd.

ASH: Apparently, they linked him to you and me since I got the two of you on the guest list for that symposium.

PAUL: Gee, Bob. I'm sorry this happened.

Ash cuts him off.

ASH: Whatever you're involved with, I don't want to know any more about it. For your sake...and mine.

PAUL: Your point is taken. I just wish there was something I could do to help.

ASH: Right now, the only thing you can do is keep away from here and lay low until this blows over.

INT. VISITOR HEADQUARTERS/MEETING ROOM

PHILLIP escorts AMANDA and MATT into a tastefully decorated meeting room where Julie sits on a sofa waiting for them.

JULIE: Mom. Matt.

The three come together and embrace.

AMANDA: Jules, thank god you're all right.

MATT: Welcome back, sis.

The door opens and Diana walks in. Everyone's attention turns to Diana.

PHILLIP: Diana, this is Julie's mother, Amanda, and her brother, Matthew.

DIANA: This is a real pleasure. Please have a seat, and we can talk.

Phillip leaves as they walk over to two sofa chairs facing each other. Diana sits with Julie on one sofa, and Amanda sits with Matt on the other.

DIANA: Julie and I first met back in Los Angeles. Although we were once adversaries, we've been able to put the past behind us and come to an understanding. Isn't that right, Julie?

JULIE: Absolutely.

Amanda looks somewhat puzzled by this exchange. Diana takes note.

DIANA: Is something wrong, Mrs. Parrish?

AMANDA: Well, after all that's happened, I guess I'm a little confused.

Diana smiles reassuringly.

DIANA: I understand completely, but I want assure you that we seek only peace and friendship with your people. In fact, Amanda, I hope you and I will become the best of friends.

AMANDA: Really?

DIANA: I say that with all sincerity. I understand that your family has suffered through many difficulties, your husband in particular.

AMANDA: Yes. You could say that.

DIANA: Perhaps I can help you.

MATT: How?

DIANA: In ways you cannot begin to imagine.

INT. ALEX HALE'S OFFICE

ALEX HALE, HAM TYLER, LOIS BERGMAN, and Paul Maitland sit around the desk in Alex's office.

LOIS: According to Phillip, Julie Parrish was with Diana.

HAM: Then she's been converted.

PAUL: Wait a minute. Let's not jump to conclusions.

HAM: It's the only explanation. You'll just have to face the fact that there's nothing we can do for her now.

PAUL: Don't you give a damn about anyone, Tyler?

HAM: I don't let my feelings cloud my judgment.

PAUL: That's easy when you don't have any.

Ham's expression becomes darker than usual. Paul senses he hit a nerve.

HAM: You got no right to judge what's in another man's heart. As a matter of fact, I do care about Julie. She's got more guts and spirit than anyone I know, and I'd give my life for her if I thought it would get her back.

ALEX: Ham's right. I know it's hard, but we have to assume the worst. We can't sacrifice everything for the sake of one person.

LOIS: If she has been converted, how do we know she hasn't spilled the beans on you guys?

ALEX: We don't. And if the Visitors know about me, it won't take them long to link me to you.

LOIS: I discussed that with Phillip. He thinks Diana and Angela already have their suspicions about him.

ALEX: Then maybe it's not a good idea for you to be sticking around there.

LOIS: I don't think they've caught onto me yet. Besides, after Phillip saved your fannies at the U.N., we owe him one. If I suddenly took off, it'd be curtains for him.

HAM: Plus she's the only link we have left on the inside.

ALEX: (to Paul) What about that exchange student of yours? He might come in useful.

PAUL: I don't where he is. The Visitors have been looking for him...and for me too.

ALEX: We're becoming too exposed. We got to find a safe place to hide.

HAM: I'm already working on that. I've been developing some contacts that might come through for us.

INT. PARRISH PENTHOUSE/JULIE'S BEDROOM - NIGHT

Wearing a night gown, Julie stands in front of a mirror and strokes the back of her neck. As she does this, she sees Amanda in the mirror, standing in the doorway.

AMANDA: Are you okay?

Julie turns around to face her and tries to smile.

JULIE: Yes. I'm fine.

Julie walks over to her bed and sits down. She looks over at Amanda who still stands in the doorway.

JULIE: Mom, I'm all right.

Amanda walks over and sits down next to her.

AMANDA: I want to know what happened up there. Did they do something to you?

JULIE: No. I wish you'd stop making such a fuss.

AMANDA: I wish you'd stop dismissing me.

JULIE: I'm not dismissing you. It's just that the less you know, the better.

AMANDA: Damn it, Julie. You're acting just like your father. I want to know what's going on. I'm tired of being kept in the dark.

JULIE: I understand, but that's all in the past now. We need to put it behind us and move on.

EXT. EL BARRIO MISSION CHURCH/BASKETBALL COURT - DAY

The Barrio Brothers and the Renegades play a friendly game of basketball. TONY, ROMEO, BANDIT, COWBOY, and SHOTGUN are on the Barrio Brothers' team. ICE, WIZARD, TACO, 8-BALL, and Q-TIP play for the Renegades. Romeo has the ball and is being cornered by Ice, Wizard, and 8-Ball. Tony waves his arms.

TONY: Hey, man! Over here! I'm open!

Romeo throws the ball long and misses Tony by a mile.

TONY: (to Romeo) What the hell was that?!

The ball bounces over to Ham Tyler who picks it up. Ham walks toward the court, dibbling the ball slowly.

HAM: Mind if I join you?

TONY: Who invited you?

Bandit recognizes Ham.

BANDIT: Hey, that's the guy I was telling you about. He's with the resistance.

ICE: (to Ham) What'd you want?

HAM: I got a proposition for you. We're thinking about relocating here. How would you like to join up with us?

WIZARD: Why should we do that?

HAM: Because you're going to need our help if you want to get rid of all the lizards that are crawling around here.

ROMEO: Thanks, but no thanks. We don't take orders from anybody, especially outsiders.

TONY: Yeah. We're doing all right on our own.

HAM: You got no idea what you're up against. Those hit and run raids won't get you anywhere. You might manage to annoy the lizards, but what happens when they decide to retaliate?

Ham throws the ball with a flick of his wrists, and it swishes through the net.

HAM: They'll slam dunk you.

ROMEO: In your dreams.

FATHER JUAN walks over to the basketball court.

FATHER JUAN: What's going on over here. (to Ham) Who are you?

HAM: People call me the Fixer.

ICE: He's been trying to get us to join the resistance.

FATHER JUAN: Then I'm going to have to ask you to leave.

HAM: Come on, father, you know what's been going on around here. We need to organize and fight back.

FATHER JUAN: This is a place of worship, not a guerrilla recruiting ground.

HAM: Spare me the fuzzy-headed piety. This isn't the time for it.

FATHER JUAN: I told you to go.

ICE: You heard the padre. Hit the road.

HAM: All right, but you're all making a big mistake.

Ham turns and walks off.

INT. NEW YORK MOTHERSHIP/CONFERENCE ROOM

Diana, JUSTIN, and ANGELA sit at a conference table while a shadow trooper stands guard at the door.

JUSTIN: I've been in communication with Maximillian. He was most concerned about the recent turn of events.

DIANA: Given your considerable skills of persuasion, I trust you were able to put his mind at ease.

JUSTIN: It wasn't easy. I had a difficult time explaining the debacle with the President at the United Nations.

DIANA: I'm afraid it can only be explained by our failure to deal a decisive blow to the resistance and the Fifth Column.

JUSTIN: What are we going to do to correct that?

DIANA: We're attempting to uncover what remains of the resistance and Fifth Column network. Angela will debrief you on that.

ANGELA: We've been investigating several leads. Unfortunately, none of them has borne fruit so far. However, we think we may have identified a suspected Fifth Columnist on this ship.

JUSTIN: Who?

ANGELA: My deputy chief of security.

JUSTIN: That brave officer who volunteered for the prisoner exchange? It would explain a great many things, but what kind of proof do you have?

ANGELA: Nothing concrete as of yet. I've had to proceed cautiously because Jessica continues to have total confidence in him.

DIANA: Jessica presents a problem as well. She's threatened to express her concerns about our mission to the Commander-in-Chief.

JUSTIN: There's now a sense among the humans and our own military that we have become an occupation force which is exactly what Maximillian wanted to avoid. It's making our relocation efforts much more difficult as demonstrated by the recent attacks in our resettlement zone.

DIANA: We're already taking steps to deal with that problem. We've also elicited the help of many sympathetic humans. In fact, I want you to meet one of them.

Diana presses a button on the intercom on the table.

DIANA: (into intercom) We'll see her now.

The door to the conference room slides open and ELAINE JOHNSON walks in.

DIANA: Mr. Ambassador, this is Elaine Johnson. Our new spokeswoman.

INT. RENEGADES' CAR - NIGHT

8-Ball drives while Ice sits next to him in the front passenger seat. Wizard sits in back with a big box of Molotov cocktails. Up ahead, they see Visitor technicians coming out of a transport shuttle. No shock troopers are in sight.

8-BALL: Would you look at that. This is going to be too easy.

ICE: You said it, 8-Ball. Those lizards are really stupid. You ready, Wizard?

WIZARD: Let's do it.

EXT. EL BARRIO STREET

The car begins to accelerate rapidly toward the transport shuttle. Suddenly, shadow troopers start pouring out of it.

INT. RENEGADES' CAR

The three gangsters look on with alarm at the shadow troopers massing in front of them.

8-BALL: What the hell?!

ICE: Damn! It's an ambush!

EXT. EL BARRIO STREET

A shadow trooper fires at the oncoming car, striking the windshield and causing the car to spin out of control and plow into a nearby building.

INT. RENEGADES' CAR

The car is filled with smoke. Dazed, Wizard sits up and looks over into the front seat. His face charred, 8-Ball is slumped lifelessly over the steering wheel. Ice is also covered with burns and cuts, but still clings to life.

WIZARD: Ice, we got to get out of here!

However, Wizard notices that shadow troopers have surrounded the car, cutting off any escape.

INT. PARRISH PENTHOUSE/DINING ROOM

Julie, Amanda, and Matt are eating dinner together when CYNTHIA JOHNSON walks over to them.

CYNTHIA: Mr. Parrish is all taken care of. I'll see you in the morning.

AMANDA: Good night, Cynthia.

Cynthia leaves. Matt turns to Amanda.

MATT: You never told her, did you?

AMANDA: I didn't have the heart.

MATT: Mom, we discussed this.

AMANDA: But we need her. I can't take care of your father by myself.

MATT: I know that, but we can't afford to keep her. We're practically broke.

AMANDA: Things are that bad, are they?

Matt looks down at his plate.

MATT: I've been thinking about taking the Visitors up on their offer.

Julie stops eating, looks over at Matt, and then looks over at Amanda.

AMANDA: Matt, I don't think that's a good idea. It's better if we don't involve ourselves with them.

Matt looks back up at her.

MATT: What choice do we have?

JULIE: Mom's right.

Matt becomes visibly annoyed at this.

MATT: (to Julie) Stay out of it, Julie. This is between mom and me.

AMANDA: No. She has every right to be a part of this discussion.

MATT: Since when? She hasn't given a damn about us since the day she left.

AMANDA: Stop it, Matt. That's not fair.

MATT: What's not fair is that after all I've tried to do, my opinion counts for so little.

Matt gets up.

AMANDA: Where are you going?

MATT: This family isn't run by committee. Dad put me in charge, and I'm going to do whatever needs to be done with or without your blessing.

Amanda looks on helplessly as Matt leaves. Julie takes Amanda's hand and tries to comfort her.

INT. EL BARRIO MISSION CHURCH - MORNING

Father Juan stands at the alter, celebrating mass before his congregation.

FATHER JUAN: On the night he was betrayed, he took bread and gave you thanks and praise--

Suddenly, there is a gasp from the congregation as shadow troopers pour into the church through the side and back entrances.

EXT. EL BARRIO MISSION CHURCH

Ham Tyler and Alex Hale watch from a distance as a Shadow Guard SECURITY OFFICER disembarks from a transport shuttle and follows the shadow troopers into the church.

ALEX: It's over, Tyler. They're finished.

HAM: No. There's still time to warn the others.

INT. EL BARRIO MISSION CHURCH

Accompanied by a shadow trooper, the security officer enters from the back and walks down the center aisle.

SECURITY OFFICER: Remain where you are.

FATHER JUAN: What's the meaning of this?

SECURITY OFFICER: Priest, you're under arrest for giving sanctuary to terrorists. (to shadow trooper) Have your troops search the entire premises and apprehend as many of them as possible, dead or alive.

INT. EL BARRIO MISSION CHURCH/SOCIAL HALL

Several Barrio Brothers, including Romeo, Tony, and Bandit, are sitting around, talking with some girls, when Ham and Alex run in.

HAM: Okay, boys and girls, playtime is over!

TONY: Hey, I thought the padre told you to get lost.

HAM: The lizards are here looking for you. They already got your padre. Now let's move out before you join him.

Hearing the commotion, Brad comes into the hall with Maria and Carlos following behind him.

BRAD: What's going on?

TONY: The Visitors are coming! We got to go!

Ham and Alex move them along.

ALEX: Get yourselves as far away from here as you can. We'll try to keep them occupied.

Romeo comes over to Ham and Alex with a box of Molotov cocktails.

ROMEO : Here. You might need these.

ALEX: Thanks.

EXT. EL BARRIO MISSION CHURCH

Shadow troopers escort Father Juan and the other parishioners out of the church.

INT. EL BARRIO MISSION CHURCH/SOCIAL HALL

Shadow troopers begin filing into the social hall which appears to be deserted.

HAM (off screen): You looking for me?

The shadow troopers turn and see Ham standing at a door way. Ham opens fire with a .357 magnum. The bullets bounce harmlessly off the troopers' energy shields, but Ham succeeds in getting their attention. The troopers return fire, but Ham has already disappeared. The troopers follow after him.

INT. EL BARRIO MISSION CHURCH/KITCHEN

Ham enters while Alex pours a bottle of Molotov cocktail all over the kitchen.

HAM: They're coming.

Alex puts the empty bottle in the sink, walks over to an old gas range, and turns on the gas.

ALEX: All set.

HAM: Good. Now get out of here and wait for my signal.

INT. EL BARRIO MISSION CHURCH/HALLWAY

The shadow troopers advance down a long hallway, looking through each room as they go.

HAM (off screen) Hey, I'm down here.

The troopers follow Ham's voice and proceed down the hallway.

INT. EL BARRIO MISSION CHURCH/KITCHEN

The locked door to the kitchen is forced open by the shadow troopers. As the troopers come in, they see that the kitchen is empty. The sink is full of empty bottles, and gas hisses from the stove. Suddenly, Ham peers in through an open window and smiles wolfishly.

HAM: Bye, guys.

Ham disappears before they can respond.

EXT. EL BARRIO MISSION CHURCH/KITCHEN WINDOW

Ham dashes away from the kitchen window toward Alex who holds the last Molotov cocktail.

HAM: Now!

Alex lights the bottle and lobs it in through the kitchen window. A massive explosion ensues.

EXT. EL BARRIO MISSION CHURCH

Father Juan is being led into the shuttle by the security officer when they hear the explosion. Father Juan stops and turns.

FATHER JUAN: What was that?

SECURITY OFFICER: Never mind. Move along.

The security officer prods him into the shuttle.

EXT. LIBERTY ISLAND - DAY

A second Mothership descends over Liberty Island.

EXT. NEW YORK MOTHERSHIP/LANDING BAY OPENING

A long transport shuttle approaches the opening of one of the New York Mothership's landing bays.

INT. NEW YORK MOTHERSHIP/LANDING BAY

Elaine Johnson stands with Justin on a catwalk looking down on the floor of the massive hanger which is filled with row upon row of Visitor shock troopers, officers, and technicians, creating a most impressive display. Diana and Jessica walk along the rows of troops toward the landing platform where the transport shuttle has just touched down. A reverberating female voice announces the shuttle's arrival.

FEMALE VOICE: Attention, all personnel. The Commander-in-Chief's shuttle has landed on platform 1. All stations are secured.

Diana and Jessica stop several yards short of the shuttle's center hatch as it opens. Two rows of gold helmeted guards descend from the shuttle onto the hangar floor and form lines on either side of the hatch as XUR, the Commander-in-Chief of the Visitor military, emerges. He resembles a powerfully-built black male human and wears a red uniform with six black diagonal stripes across the left breast. Diana and Jessica walk over to meet him.

DIANA: Xur, on behalf of my entire fleet, I want to welcome you to Earth. Have you chosen a human name that we should address you by?

XUR: I have not, and I see no reason to do so.

DIANA: As you wish. May I ask why you honor us with your presence?

XUR: I've come to assume direct command of this mission.

DIANA: I assure you that's not necessary. Everything is proceeding according to plan.

XUR: I've received disturbing reports which suggest otherwise.

DIANA: Such reports are baseless. They come from subordinates who are trying to direct attention away from their own failures.

Diana gives Jessica a cold stare. Xur notes it.

XUR: But responsibility ultimately rests with the commanding officer, does it not? The failures of subordinates may indicate the absence of effective leadership.

Xur knows he has hit a nerve, but Diana refuses to show it. The three proceed to walk away from the shuttle.

JESSICA: Shall we proceed with the inspection tour, sir?

XUR: No. We can dispense with that. There's important work to be done.

DIANA: I agree. Recently, we've encountered some trouble with human gang activity in our New York settlement zone. I was about to dispatch several divisions of troops to sweep the area.

XUR: That's out of the question. We can't allow ourselves to be distracted by a bunch of street urchins.

DIANA: But we suspect the resistance might be helping them.

XUR: I thought all organized resistance had been eliminated.

DIANA: It has, but isolated cells remain.

XUR: Those are of no concern to us. Our top priority is to fully mobilize this planet before the Alliance can mount a counter-offensive.

DIANA: Then what are we to do about our settlements?

XUR: From a military standpoint, they're irrelevant. The whole idea of building settlements in areas occupied by humans was ill-conceived from the very beginning.

DIANA: May I point out that there are Shadow Guard units available to do the job. With your permission, they could be deployed--

XUR: I will not allow that. This is a military mission. From now on, their use is strictly forbidden.

INT. AREA 34/CORRIDOR

Flood lights shine through an open door at the end of a long, dimly lit corridor. Shadowed figures emerge from the light and take on the form of human prisoners who are being moved along by shadow troopers. Father Juan is among them. A reverberating male voice comes over a speaker.

MALE VOICE: Welcome to Area 34. Please proceed in an orderly fashion by following the yellow line to central processing where all of your questions will be answered. Thank you for your cooperation.

INT. AREA 34/HOLDING AREA

Father Juan and the other prisoners enter a large dimly lit holding area which is filled with silent people sitting and standing around. As the priest walks along, young and old faces full of apprehension and uncertainty stare at him. A voice calls out to him.

WIZARD (off screen): Padre!

Father Juan looks over and sees Wizard sitting along the wall, holding Ice who remains badly injured. The priest walks over to them.

FATHER JUAN: Wizard, are you all right?

WIZARD: I'm okay, but Ice is hurt pretty bad.

Father Juan examines Ice who is covered with cuts and burns, all of which have been left untreated.

FATHER JUAN: What happened to you guys?

WIZARD: The Visitors ambushed us when we tried to bomb one of their transports.

ICE: (weakly) Yeah. They set us up pretty good.

Wizard looks over at Father Juan and starts crying.

WIZARD: I'm sorry, Father. They made me tell them everything. Please forgive me.

Father Juan puts an arm around Wizard.

ICE: Padre, what's going to happen to us?

FATHER JUAN: I don't know.

INT. ABANDONED SUBWAY STATION/PLATFORM

With Romeo in the lead, Ham, Alex, Tony, and Bandit walk along the platform of an abandoned, graffiti-covered subway station which has become a home for the homeless. They stop when they come to a man lying on a bench with his back toward them. Romeo taps him on the shoulder.

ROMEO: Hey, Dan, wake up.

DAN: Go away.

ROMEO: Come on. It's important.

Dan turns over.

DAN: It better be!

Dan sees Romeo and the others standing behind him. He gets up.

DAN: What's this?

ROMEO: I brought some friends with me. They need your help.

DAN: That so? What can I do for you folks?

HAM: We're with the resistance. Your friend here told us this place would make a good hideout and that you're the person we should talk to.

DAN: Damn right! They don't call me Dan the Subway Man for nothing. I've worked and lived down here. No one knows these tunnels better than I do.

ROMEO: And no one else pulls the weight you do down here. If you give the okay, the others will go along.

DAN: Can't argue with that.

ROMEO: So what do you say?

DAN: Your friends are my friends. Make yourselves at home.

INT. NEW YORK MOTHERSHIP/LANDING BAY

Rows of medics in white uniforms stand at attention in front of a shuttle which has just landed. Joseph and Teresa are among them and watch as Diana, Justin, and Elaine walk over to the shuttle. The center hatch opens and FREDERICK, the chief of the Visitor medical corps, emerges. He resembles a well-built white male human and wears a white uniform.

FREDERICK: Greetings Diana, Mr. Ambassador.

DIANA: Welcome, Frederick. I'd like you to meet Elaine Johnson, our world spokesperson. Elaine, this is Frederick, the chief of our medical corps and our greatest scientist.

Frederick nods to Elaine and then turns to Diana.

FREDERICK: You had developed quite a reputation as a scientist yourself, Diana. It's a pity that your ambitions went beyond the scientific field.

DIANA: I remain a scientist at heart and at your service.

FREDERICK: Our new leader insisted that I accompany the Commander-in-Chief so I can continue my work on earth. I've brought large amounts of equipment, and I trust suitable facilities have been arranged for me.

DIANA: They have. We'll begin transporting your things immediately.

INT. POOL HALL

WASP, a Visitor resembling a handsome, clean-cut black man, walks into a smokey pool hall, the hangout of the Overlords. He wears the black uniform of an intelligence agent of the Shadow Guard and looks very out of place amid the motley crew of gangsters. His presence draws immediate attention. Three Overlords, WICKED, ROACH, and DIAMOND, circle around him like vultures.

ROACH: Hey, those are some bad-looking threads.

WASP: Thank you. I'm looking for the Duke. Is he here?

WICKED: And who are you?

WASP: You can call me Wasp.

DIAMOND: Check it out. This lizard's trying to pass himself off as a brother.

WASP: Do you have a name?

DIAMOND: Yeah. I'm Diamond.

Diamond smiles, showing off a diamond chip in his front tooth.

WASP: That's very clever. Could you take me to the Duke? I need to talk to him.

DIAMOND: The Duke doesn't talk to lizards.

WASP: I must insist.

DIAMOND: I don't like your attitude, Oreo.

Diamond gives Wasp a shove.

WASP: The feeling is mutual.

Wasp shoves back with effortless and inhuman strength, sending Diamond to the floor. Furious at being so openly humiliated, Diamond takes out a knife and charges Wasp. With lightning reflexes, Wasp grabs Diamond's arm and twists it savagely. The horrible snapping sound of breaking bones is heard. Diamond falls to the floor, screaming in pain as he cradles his limp and lifeless arm.

DIAMOND: My arm! What'd you do to my arm?!

Alarmed, the other Overlords get ready to strike back. As they do so, a squad of shadow troopers files into the pool hall with their plasma rifles drawn.

WASP: (to Overlords) I suggest you put away your weapons. Otherwise, I'm afraid no one will leave here alive which would be most unfortunate since I seek your help.

DUKE (off screen): Stand down, boys. Let's hear what he has to say.

The Overlords back off and move Diamond out of the way as Wasp walks over to a pool table. The DUKE, a muscular black man with a shaved head, stands on the other end.

WASP: You must be the Duke.

DUKE: What do you want from us?

WASP: We need your assistance in dealing with the gang problem we've encountered in Spanish Harlem.

DUKE: That's not our territory.

WASP: Then perhaps it's time to expand your operations.

DUKE: We tried that, but the Barrio gangs don't allow outsiders on their turf, especially the Overlords.

WASP: With our help, that can change.

DUKE: Why don't you take care of the problem yourselves? We've seen what your boys can do.

WASP: Let's just say we can't involve ourselves directly.

DUKE: What's in it for us?

WASP: Once our problem has been taken care of, all of Harlem will be yours to do with as you please.

INT. AREA 34/HOLDING AREA

There is a stir as Shadow Guard security officers accompanied by a squad of shadow troopers enter the holding area. The HEAD SECURITY OFFICER stands before the prisoners.

HEAD SECURITY OFFICER: Please rise and form two lines on either side of me. Men on my right and women and children on my left.

The prisoners begin to comply. An ASSISTANT SECURITY OFFICER walks by Father Juan, Wizard, and Ice.

FATHER JUAN: (to assistant security officer) This young man is in no condition to be moved. He needs immediate medical attention.

ASSISTANT SECURITY OFFICER: Be quiet and do as your told.

The officer walks off. Father Juan turns to Ice.

FATHER JUAN: Can you stand if we help you?

ICE: I think so.

Using Father Juan and Wizard as supports, Ice is able to stand up. They join the other male prisoners in line as Frederick enters the holding area. Frederick walks along the line of male prisoners, looking them over.

FREDERICK: (pointing to a prisoner) I'll take that one. (pointing to another prisoner) And that one. (pointing to Wizard) And this one as well. Have them prepared and brought to me immediately.

HEAD SECURITY OFFICER: As you wish.

Frederick turns and walks out of the holding area. A shadow trooper takes hold of Wizard who looks at Father Juan in desperation.

FATHER JUAN: Where are you taking him?

HEAD SECURITY OFFICER: (firmly) Silence.

Wizard is led away with the two other prisoners. Father Juan is left alone with Ice. The head security officer addresses the prisoners once again.

HEAD SECURITY OFFICER: We're now going to commence the screening process. Those of you who are selected will be taken to another location. The rest of you will remain here.

Security officers come forward and proceed to choose prisoners from the two lines. The assistant security officer comes over to Father Juan who still holds onto Ice.

ASSISTANT SECURITY OFFICER: Gather your belongings and proceed through the main door.

FATHER JUAN: I'm taking this young man with me.

ASSISTANT SECURITY OFFICER: That's not possible given his condition. He must remain here.

FATHER JUAN: Then I'm staying with him.

The head security officer comes over to them.

HEAD SECURITY OFFICER: Is there a problem?

ASSISTANT SECURITY OFFICER: This man refuses to leave.

The head security officer looks over at Father Juan.

HEAD SECURITY OFFICER: Then let him stay.

INT. ABANDONED SUBWAY STATION

CORRINE JOHNSON, SHIRLEY KING, and DERRICK SULLIVAN enter the station with boxes of supplies. Alex walks over to them.

CORRINE: Hello, Mr. Hale. We thought you might need some supplies, so we brought these along.

Alex takes the box from Corrine.

ALEX: Thanks, Mrs. Johnson. We need all the help we can get.

DERRICK: I'll say. You really expect us to live here?

ALEX: I'm afraid so, kid. Say hello to your new home.

Maria walks over to them.

MARIA: Excuse me, but someone's got to do something about those restrooms. They're absolutely disgusting.

CORRINE: It's nothing that a woman's touch can't take of, young lady.

Corrine reaches into the box Alex is holding, pulls out some buckets, and hands one to Maria.

CORRINE: Let's go and do some scrubbing.

This is not what Maria wanted to hear.

INT. ABANDONED SUBWAY STATION/STORAGE ROOM

Romeo, Tony, Brad, and Carlos walk into the storage room carrying boxes which they place with other boxes stacked against a wall. They look over at Ham who opens a crate and takes out what appears to be a brick of clay.

TONY: What's that? Play-Doh?

HAM: No, wise guy. It's plastique. Enough to blow all of you into next week.

TONY: Sorry I asked.

Romeo and Tony turn to leave. Ham puts the plastique back into the crate.

HAM: Hey, wait a minute.

Romeo and Tony stop and turn back around.

HAM: I want to thank you guys for finding us this place. You did good.

ROMEO We're just returning the favor.

HAM: How about staying on with us? We could use you.

ROMEO: Sorry, but we're still not interested. We prefer to do our own thing.

Romeo and Tony leave. Brad and Carlos stay behind.

BRAD: You can count me in.

CARLOS: I want to help too.

HAM: (to Carlos) How?

CARLOS: Well...I was assigned to the division of information on the Mothership. I know things that might be useful to you.

HAM: That's real nice, but this is a resistance unit. We need people who'll fight. Can you do that even if it means killing hundreds or thousands of your own kind?

CARLOS: I'm not sure. I never gave it much thought.

BRAD: I have. The more lizards I can kill, the better. I'm going to make them pay for what they did to Lisa.

HAM: Listen, the resistance has no use for anyone with divided loyalties or personal scores to settle. It demands total dedication to a single cause: the fight for freedom. Unless you're ready to make that kind of commitment, there's no place for you here.

Ham leaves them.

EXT. PARKING LOT - NIGHT

A squad of shadow troopers emerges from a transport shuttle, carrying a large metal crate. They bring it over to Wasp who is standing with the Duke and a large contingent of Overlords.

WASP: (to shadow troopers) Open it.

The troopers remove the cover from the crate, revealing rows of plasma rifles packed neatly inside. Wasp takes one.

WASP: This is a standard issue shadow trooper assault rifle.

Wasp hands the rifle to the Duke who looks it over.

DUKE: How does it work?

WASP: (pointing to the controls) The controls are quite simple. The safety is over here, and the intensity and frequency settings are there. On its normal setting, it can fire 1000 rounds using a single charge.

Impressed, the Duke points the rifle in the air and pulls the trigger. Plasma bolts fire from it like a machine gun. The recoil is so powerful that he quickly loses control over the weapon. Everyone ducks for cover as the weapon swings down and fires into a nearby car which explodes into a giant fireball. The Duke throws the rifle to the ground.

DUKE: Damn!

Everyone looks at the fiery wreckage, including the car's owner, MAGGOT.

MAGGOT: Hey, Duke, that was my car!

Wasp walks over and picks up the rifle.

WASP: The weapon can be difficult to handle at first, but we'll show you how to use it. When your training is complete, you'll be unstoppable.

INT. AREA 34/HOLDING AREA

Father Juan and Ice watch as the last group of selected prisoners leaves the holding area. The prisoners left behind are made up mostly of the frail, the injured, the very young, and the elderly. The head security officer turns to the other security officers and shadow troopers.

HEAD SECURITY OFFICER: All right. Let's move out.

The Visitors proceed out of the holding area through the main door which closes with a heavy thud. Ice groans and his knees start to buckle.

ICE: Padre, I got to sit down.

FATHER JUAN: Here. Let me help you.

Father Juan helps Ice over to a wall where they sit down.

ICE: You should've left when you had the chance, father. They're getting ready to finish us off.

FATHER JUAN: Don't talk like that.

ICE: I'm sorry, but I just got this feeling--

Suddenly, the lights go out, and the room is filled with the sounds of gears and pistons moving. Through the darkness, Father Juan sees a large section of the wall opposite the main door rise up, revealing a dark opening behind it. A rumbling noise comes from the opening which steadily grows louder. A strong breeze follows as if the air was being pushed out.

FATHER JUAN: Oh, my god.

Something huge emerges from the opening. It's features are shrouded in darkness. The prisoners run toward the main door in panic, leaving behind Father Juan and Ice who watch as the dark mass towers over them. Ice grabs onto Father Juan. A horrible alien howl is heard as the two are enveloped in darkness.

INT. PARRISH PENTHOUSE/LIVING ROOM

Julie and Amanda are busy packing things into boxes when the front door opens and Matt walks in with a Visitor security guard wearing a gold helmet.

MATT: Mom, you can stop packing.

Amanda and Julie stop and look over at him and the security guard.

AMANDA: What's this all about, Matt?

MATT: We going to the Mothership. They want to see dad too.

AMANDA: Why?

MATT: I'll explain later. Go and get dad. They have a shuttle waiting for us.

JULIE: I'm coming too.

INT. ABANDONED SUBWAY STATION/PLATFORM

Carlos sits on the edge of the subway station platform, keeping to himself. Tony walks over and sits down next to him.

TONY: Hey, man, why are you sitting here all by yourself? Don't you like us anymore?

CARLOS: I just need some time alone to think things over.

TONY: What's bothering you?

CARLOS: I have to decide which side I'm on.

TONY: Oh.

CARLOS: Everything was so clear to me before I came here. Now, I don't know what to do anymore. I don't want to turn against my own people, but I know what they're doing is wrong.

TONY: I understand where you're coming from.

CARLOS: You do?

TONY: For most of my life, I've been doing things I knew were wrong 'cause that's what my friends were doing. It's really hard to do the right thing when your friends want you to do something else.

CARLOS: Because if you did the right thing, they might not be your friends anymore, and you'd be all alone.

TONY: Yeah, but I also found that by not doing the right thing, I've hurt a lot of people I care about...my mom, my dad, and Maria.

CARLOS: I care about Maria too, and I don't want to do anything to hurt her.

Maria walks over, wearing rubber gloves and a handkerchief around her head. Tony and Carlos stop talking.

MARIA: Yuck! I'm telling you if I have to touch one more filthy toilet, I'm going to scream!

Maria takes off the rubber gloves and throws them on the ground.

MARIA: So what have you two been up to?

TONY: Not much. Just shooting the breeze.

Ham walks over to them.

HAM: What's with all this loafing around? If you're going to hang out here, then make yourselves useful.

Tony and Carlos get up. Suddenly, they hear yelling. Romeo runs over to them.

ROMEO: Sparrow, we need to round up the other homies and move out!

TONY: Why? What's going on?

ROMEO: The Overlords are back.

TONY: You're pulling my leg! I thought those chumps learned their lesson the last time.

ROMEO: Now, they're packing some heavy-duty firepower, and the word's out that the Visitors are supplying them. All the crews in the barrio are mobilizing to kick 'em out.

HAM: Wait a minute! That's exactly what the lizards are counting on. They want all of you out in the open so their friends can wipe you out.

ROMEO: No one's going to wipe us out! We're going to wipe them out!

HAM: Not if the lizards are arming them. They're looking for a one-sided fight on their terms. If you're smart, you'll lay low.

MARIA: He's right.

ROMEO: Forget it! The Barrio Brothers aren't hiding anymore. We ran like cowards when they took the padre. This time, we're going to stand our ground and fight back.

MARIA: Please, Tony. Don't go. I'm begging you.

HAM: (to Tony) Listen to your sister.

ROMEO: (to Ham) Stay out of this. It doesn't involve you. (to Tony) Come on, man, we got to stick together.

Tony hesitates for a moment.

TONY: All right. Let's go.

Tony turns and looks at Maria.

TONY: Sorry, sis.

Tony leaves with Romeo.

INT. NEW YORK MOTHERSHIP/LABORATORY

The door opens and the Visitor security guard invites Julie and Amanda to enter into a laboratory where Diana, Frederick, and several Visitor medics are waiting for them.

DIANA: Julie and Amanda, it's so good to see you again.

Matt follows behind Julie and Amanda, pushing EDWARD in his wheelchair.

DIANA: And this must be Mr. Edward Parrish. Just the person we wanted to see. Please bring him over here.

Matt pushes Edward over to a table at the center of the room.

DIANA: Matt told me about your dire situation and accepted our offer to help.

AMANDA: What exactly do you have in mind?

DIANA: We'll begin with your husband. Frederick, our chief scientist, will explain.

FREDERICK: I understand that Mr. Parrish suffered a massive cerebral hemorrhage which left him physically incapacitated and that his doctors have given up any hope for his recovery.

AMANDA: Yes. That's what they told us.

FREDERICK: Contrary to what you've been told, Mrs. Parrish, his condition is far from irreversible. We're going to prove that to you right now.

Frederick looks over at one of the medics who is holding a cylindrical metal container. The medic brings the container over and places it on the table in front of Edward. Frederick twists the top of the container and lifts it, uncovering a glowing sphere-like object, about the size of a baseball, sitting on a pedestal.

AMANDA: What is that?

FREDERICK: It's a crystal specifically designed to store a unique form of energy. When absorbed by the body, this energy exhibits remarkable regenerative properties.

JULIE: It can repair damaged tissue?

FREDERICK: And make it stronger.

MATT: That's incredible. You're saying it could do the same thing for my father?

FREDERICK: Yes. All that's required is simple physical contact for the energy transfer to commence.

Matt turns to Amanda.

MATT: This is the miracle we always hoped for.

AMANDA: I'm not sure if I believe in miracles anymore.

MATT: Mom, we have to do this...for dad's sake.

FREDERICK: Your son is right, Mrs. Parrish. You can't condemn your husband to remain trapped inside a crippled body for the rest of his life.

Amanda turns to Julie.

JULIE: What do you think, Jules?

DIANA: (eyeing Julie) Yes, Julie, what do you think?

Julie pauses for a moment and looks at Diana.

JULIE: I think the decision can only be made by my father.

Everyone's attention turns to Edward who gazes into the crystal in front of him. Its soft light dances hypnotically in his eyes. Matt bends down in front of his father.

MATT: Dad?

Edward's eyes shift from the crystal to Matt.

MATT: It's up to you, dad. Do you want to do this?

Edward closes his eyes, opens them, and looks back at the crystal.

MATT: He said yes.

Matt stands up.

FREDERICK: Then take his hand and place it on the crystal.

Matt takes Edward's limp left hand and places it on the crystal. The light in the crystal immediately surges upward into Edward's hand. Seconds later, Edward's body shutters, and he lets in a deep gasp.

AMANDA: Is he all right?!

FREDERICK: Don't be alarmed, Mrs. Parrish.

Slowly, Edward removes his hand from the crystal which has turned dark. With great effort, he raises both his hands in front of his eyes, staring at them in disbelief. He then touches his face.

AMANDA: Edward?

Edward's head turns very stiffly toward Amanda, Julie, and Matt. He manages to smile at them and tries to reach out to them with his left hand. With tears of joy streaming down her face, Amanda takes his hand and kisses it. Julie and Matt hold onto his arm as well, carried away by the emotion of the moment. Edward then turns to Diana and Frederick who look on silently. He struggles to say something to them. His speech remains slurred and labored.

EDWARD: (to Diana and Frederick) Thaaank... yooo...

Diana and Frederick smile with satisfaction.

EXT. UNDERNEATH TRIBOROUGH BRIDGE - LATE AFTERNOON

Romeo, Tony, Bandit, Shotgun, Cowboy, OX, and the rest of the Barrio Brothers gather around the back of the old Cadillac. Romeo unlocks the trunk and opens it, revealing an arsenal of M-16 rifles inside.

ROMEO: The Overlords aren't the only ones with firepower.

TONY: Man, where did you get all of these?!

ROMEO: After the lizards attacked, they were just lying in the streets waiting to be picked up.

Romeo takes an M-16 out of the trunk and hands it to Tony.

ROMEO: Pass 'em around.

INT. NEW YORK MOTHERSHIP/LANDING BAY

Amanda and Matt follow Julie as she pushes Edward in his wheelchair toward a shuttle where Joseph is waiting for them.

JOSEPH: (to Julie) Let me help you, Dr. Parrish.

Julie senses his eagerness and turns the wheelchair over to him.

JULIE: (to Joseph) Thank you.

Julie, Amanda, and Matt follow Joseph as he pushes Edward up the entrance ramp of the shuttle.

INT. SHUTTLE/MAIN CABIN

Joseph pushes Edward in his wheelchair over a row of seats lining the cabin wall of the shuttle. He turns to Julie who is trailed by Matt and Amanda.

JOSEPH: I need to talk to you in the aft compartment. It won't take but a minute.

JULIE: (to Matt and Amanda) I'll be right back.

Amanda and Matt sit next to Edward as Joseph and Julie walk to the rear of the shuttle.

EXT. EL BARRIO NEIGHBORHOOD - DUSK

A little boy and girl are playing at the foot of the stairs of an apartment building as a row of cars with gang colors drives down the street. A woman comes out of the building and runs down the stairs.

INT. BARRIO BROTHERS' CAR

Tony watches through the backdoor window as the woman grabs her two children and runs into the building with them. Romeo sits next to him in the backseat, loading his M-16.

ROMEO: Looks like the whole barrio knows what's about to go down.

TONY: (distantly) Yeah.

ROMEO: My man, what's up? Don't tell me you're losing your nerve. I can't have you going AWOL on me.

TONY: I'm with you, homie.

INT. ABANDONED SUBWAY STATION/MESS HALL

Ham Tyler, Alex Hale, Derrick Sullivan, Shirley King, JIMMY, Maria Sanchez, Brad Morrison, and Carlos sit at a string of tables in a makeshift mess hall. Corrine Johnson hovers over them.

CORRINE: So how is everything?

DERRICK: Terrific. How'd you manage to make all of this without a real kitchen?

CORRINE: A little ingenuity and a lot of determination.

Dan and a group of subway dwellers files into the mess hall.

DAN: You wanted to see us, Mrs. Johnson.

CORRINE: No need to be so formal, Dan. We're on a first name basis around here. Come and join us for dinner.

DAN: Thank you. We'll eat outside so we don't mess everything up.

CORRINE: Nonsense. This is your home too. Have a seat.

Dan and the others walk over and sit down. Corrine walks over to Carlos who munches on carrot sticks.

CORRINE: (to Carlos) You sure I can't interest you in some of my Louisiana home-cooking?

CARLOS: I'm sure it's delicious, but my people can't eat cooked food.

CORRINE: Then I really feel sorry for you. You don't know what you're missing.

Corrine looks over at Maria who has not eaten.

CORRINE: What's wrong, Maria? You don't like cooked food either?

MARIA: I'm not hungry.

Carlos looks over at Maria.

CARLOS: Don't worry, Maria. I'm sure he'll be all right.

INT. PEREZ APARTMENT/LIVING ROOM - NIGHT

Inside the Perez' darkened apartment, LORENZO PEREZ peers through the blinds covering the living room window. ANA PEREZ stands several feet behind him.

ANA: (nervously) Can you see anything?

LORENZO: No. It's real quiet out there.

ANA: Maybe the police stepped in, and it's been called off.

LORENZO: I haven't seen a cop around here all day. They're laying low like everybody else.

Lorenzo moves away from the window.

ANA: I just pray that Antonio keeps out of this.

LORENZO: Don't ask for the impossible.

Lorenzo takes a cigarette out of his shirt pocket. As he is about to light it, a dog starts barking outside which is quickly followed by the sound of squealing tires and shouting.

ANA: Oh God.

Suddenly, a barrage of plasma and gun fire commences outside. Streaks of light from the battle flash against the blinds. Lorenzo throws down his cigarette and grabs Ana. They run to the far corner of the living and crouch down. A thunderous explosion shakes the building, shattering the window, and lighting up the living room. Ana screams and covers her ears as Lorenzo holds onto her.

EXT. PARRISH PENTHOUSE/BALCONY

Edward Parrish is sitting in his wheelchair when Julie walks out onto the balcony.

JULIE: Dad, dinner's ready.

Edward raises his hand, this time with much less effort.

EDWARD: Listen.

Julie stops and listens. Crackling and booming noises can be heard in the distance.

EDWARD: Hear that?

JULIE: I don't think those are fireworks.

EXT . EL BARRIO STREET

A carload of victorious Overlords drives down a street filled with burning cars and debris. Emboldened by their sweeping conquest, they shout and fire their plasma rifles into the air.

MANIAC: (shouting out window) Make way for your new masters, pigs!

Hiding around the corner of a building, Bandit watches the car of Overlords drive past him. He takes a deep breath, looks to see that the coast is clear, and runs across the street past a burning car. The car explodes, and he jumps into a nearby areaway.

EXT. AREAWAY

As Bandit catches his breath, he hears a gun click.

TONY (off screen): Identify yourself.

Bandit turns and sees Tony pointing a gun at him. Romeo is laying next to him.

BANDIT: Hey, man, don't shoot. It's me. Bandit.

Tony lowers the gun. Bandit moves closer and sees that Tony is badly injured.

BANDIT: You don't look so good. We got to get you out of here.

TONY: We can't leave without Romeo.

Bandit turns to Romeo, who lies motionless against the wall, and tries to rouse him.

BANDIT: Romeo, wake up, man. Romeo...

Romeo's lifeless body slumps over, revealing a smouldering burn mark on his back. Tony shakes him.

TONY: Come on, Romeo. Stop fooling around.

BANDIT: He's dead, Sparrow.

TONY: I don't believe you.

More plasma fire and explosions erupt in the distance. Bandit grabs hold of Tony.

BANDIT: Come on. We got to keep moving.

INT. HARLEM CONVENIENCE STORE - MORNING

DUANE and WHITEY browse through a magazine rack. Through the front window, they see a car pull up to the curb outside. Four Overlords get out. Two of them are armed with plasma rifles.

WHITEY: What's going on?

DUANE: Beats me. Just keep cool.

The four Overlords enter the store. The two with plasma rifles, SPADE and Roach, stand guard at the front door. The other two, Wicked and Maggot, walk over to the STORE'S OWNER who stands behind the counter.

STORE'S OWNER: What can I do you for you fellas?

WICKED: We're here to pick up our money.

STORE'S OWNER: I don't follow you.

WICKED: Then I'll spell it out for you, pops. If you want the Duke's protection, you're going to have to pay for it. Otherwise, some really bad things could happen to you.

The store's owner opens the cash register, pulls out the money, and hands it to Wicked who grabs it.

WICKED: (contemptuously) You got to be joking. Where's the rest of it?

STORE'S OWNER: That's everything. I swear.

WICKED: (to Maggot) Go in the back and check it out.

Accompanied by Spade, Maggot goes into the back room of the store. A police officer walks in through the front door and stops when he sees Roach standing guard. The store's owner stares at the officer, trying to make a silent plea for help.

WICKED: (to store's owner) He's not going to help you. (to police officer) Isn't that right, copper?

The officer backs up and leaves.

WICKED: (to store's owner) They know who's running the show now.

Maggot returns from the back room.

MAGGOT: He's got a safe hidden away back there.

STORE'S OWNER: (to Wicked) Please. I need the money in that safe. It's all I got left.

Wicked grabs the owner by the shirt.

WICKED: (to store's owner) You think you could trick us, old man? You think we're really that stupid?

Wicked turns to Roach.

WICKED: Show him what we do to people who screw around with us.

Roach raises his rifle and blasts away at the cans and bottles on the shelves, sending food flying in all directions. Duane and Whitey hide behind the magazine rack to avoid getting hit.

STORE'S OWNER: Please stop. I'll give you whatever you want.

WICKED: (to Maggot) Have him open the safe.

Maggot grabs the owner and takes him into the back room. Duane and Whitey peer over the magazine rack. Wicked sees them.

WICKED: What are you two looking at? Get the hell out of here!

Duane and Whitey make a hasty departure.

INT. ABANDONED SUBWAY STATION/PLATFORM

Paul Maitland walks up onto the subway platform where Derrick Sullivan waiting for him.

DERRICK: The Morlocks welcome you, professor. How's the world above ground?

PAUL: Like a war zone.

Bandit follows Paul onto the platform. Ham takes up the rear, carrying Tony.

DERRICK: What happened?

HAM: We found them down at the last junction. More are on the way.

Maria comes out onto the platform and sees Ham carrying Tony.

MARIA: Tony...

She runs over to him.

HAM: We got to find someplace to put him and the others.

MARIA: In here.

They follow Maria through a door. Brad and Carlos stand and watch as they file through. Paul notices them.

CARLOS: Hello, Dr. Maitland.

PAUL: Hey, guys. I'm glad to see you made it.

BRAD: I only wish Lisa was with us.

PAUL: Me too. Come on.

Paul pats them on the shoulder, and they walk through the door.

INT. POOL HALL/BAR

The Duke is shooting pool with Maniac when Wasp walks in and sits down at the bar. The Duke sees him, puts his pool cue down on the table, and walks over to the bar.

DUKE: (to Wasp) So did we accomplish our mission to your satisfaction?

WASP: The supreme commander was most pleased. She conveys her congratulations for a job well done.

The Duke sits down next to Wasp.

DUKE: You can tell her the pleasure was all ours.

WASP: According to your customs, shouldn't we celebrate this moment with a toast?

DUKE: Right on, my man.

The Duke turns and calls out to the bartender.

DUKE: Break out the good stuff.

The bartender comes over with a bottle and two glasses.

BARTENDER: It's on the house, Duke.

Duke opens the bottle and fills the two glasses. The Duke takes his glass and raises it.

DUKE: To victory over our enemies.

Wasp takes his glass in turn and raises it.

WASP: To the beginning of a long and fruitful partnership.

DUKE: I'll drink to that.

The Duke and Wasp empty their glasses. His entire arm wrapped in a cast, Diamond walks over to the bar with Duane and Whitey.

DIAMOND: Duke, these two came looking for you. Said they want to join up.

The Duke looks Duane and Whitey over.

DUKE: And who do we have here? Buckwheat and Snowflake.

Everyone laughs except for Duane and Whitey. Maniac walks over to them.

MANIAC: (pointing to Duane) Hey, I know this sucker. His uncle's a cop.

DUANE: Ex-cop.

MANIAC: Makes no difference. Once a cop, always a cop.

DUKE: So you want to be an Overlord. What would your uncle think about that?

DUANE: I don't care what he thinks. You guys are the only game in town.

MANIAC: I wouldn't take either one of them, Duke.

DUKE: I don't know, Maniac. They might be useful.

INT. ABANDONED SUBWAY STATION/SICK BAY

Cynthia Johnson and Maria Sanchez attend to Tony by cleaning and wrapping his burns and wounds. A number of other wounded gang members are lying around as well, being cared for by Corrine Johnson, Paul Maitland, Derrick Sullivan, Brad Morrison, and Carlos. Ham Tyler enters the sick bay with Ana and Lorenzo Perez following behind him. Ana sees Tony and goes over to him.

ANA: How is he?

CYNTHIA: His condition is stable, but he needs a doctor.

MARIA: Were you able to find Dr. Romero?

ANA: (shaking her head) No one knows what happened to him.

HAM: I tried the University Medical Center, but the place was crawling with lizards.

ANA: (to Lorenzo) What are we going to do?

LORENZO: I don't know.

ANA: That's not an answer. We got to do something.

LORENZO: Why is it that every time he goes off and gets himself into trouble, we got to come running to the rescue?

ANA: Because he's our son.

LORENZO: I don't have a son anymore.

Lorenzo leaves, and Ana becomes upset. Maria puts an arm around her.

INT. CHRIS JOHNSON'S HOME/FOYER

The doorbell rings and KATRINA JOHNSON walks over to the door and answers it.

EXT. CHRIS JOHNSON'S HOME/FRONT PORCH

Duane, Whitey, and Maniac are standing on the front porch when Katrina opens the door.

KATRINA: Duane and Whitey, what are you doing here?

DUANE: We have to talk to Uncle Chris.

Katrina turns as CHRIS and GAIL JOHNSON appear at the door.

CHRIS: I'm listening.

DUANE: Everyone in the neighborhood has been ordered to pay fees to the Overlords. We're here to collect.

CHRIS: Fees for what?

MANIAC: Our protection.

CHRIS: I have to pay the foxes to guard the henhouse? Now I've heard everything.

MANIAC: Listen, flatfoot, the tables have turned, and we're in charge now. If you know what's good for you, you'll give us what we want.

WHITEY: Just do as he says. We don't want any trouble.

CHRIS: I'm sorry, fellas, but you caught me at a bad time. I got nothing to give you.

MANIAC: Oh, I think you do. I'm looking at her.

Maniac looks over at Katrina. Chris struggles to control his rage.

CHRIS: Get out of here.

DUANE: Hold on a minute. Let's not lose our cool.

MANIAC: Give us the girl, and the Duke will call it even. He won't be too rough with her. She might even like it.

Chris punches Maniac in the face, sending him to the ground. Gail and Katrina grab onto to Chris, trying to hold him back.

CHRIS: I told you to get the hell out of here, you little prick!

GAIL: Please, Chris, don't do this.

Duane and Whitey help Maniac off the ground.

DUANE: I'm really sorry about this, man.

Maniac angrily breaks free of them and wipes blood from his lip.

MANIAC: (to Chris) You're going to regret that, sucker!

They watch as Maniac marches off. Duane turns to Chris.

DUANE: Damn it, Uncle Chris, that was so stupid!

Duane and Whitey run after Maniac.

INT. PARRISH AND COMPANY/CONFERENCE ROOM

The board of directors has assembled in the conference room. FRANK KNIGHT and ALAN TATE are among them. As they talk quietly among themselves, the main door opens and Matt Parrish pushes his wheelchair-bound father into the room. All eyes turn to Edward Parrish who gives them a big smile.

EDWARD: What's wrong, gentlemen? Aren't you happy to see me?

Everyone starts clapping and cheering.

EDWARD: That's better.

Matt pushes Edward over to the head of the conference table.

FRANK: Ed, I don't know what to say. You look terrific.

EDWARD: Thanks, Frank. I feel great, and I'm getting stronger every day.

ALAN: I think I speak on behalf of everyone here when I say welcome back. Things haven't been the same without you.

EDWARD: I'm very glad to be with all of you again. I thought this day would never come. (to Frank) Shall we begin?

Frank nods his head.

FRANK: I call this meeting of the board to order. We'll dispense with the usual formalities and proceed straight to today's agenda.

Frank passes the agenda papers around the table.

FRANK: The chair now recognizes Edward Parrish. Ed.

EDWARD: As you're all aware, we're in a state of financial crisis. After discussing the situation with Matt, I've agreed to reassume the post of President. That's with the board's approval of course.

FRANK: I place Edward Parrish's name in nomination. Do I hear a second?

ALAN: I second.

FRANK: All those in favor?

Everyone responds in the affirmative.

FRANK: Those opposed?

The room is silent.

FRANK: Then it's unanimous. Congratulations, Ed.

Everyone claps.

EDWARD: I appreciate the vote of confidence. Now I want to introduce a very special guest who has agreed to speak with us about an important business venture which could solve all our problems.

Edward pushes the button to the intercom on the conference table.

EDWARD: (into intercom) Brenda, you can show him in now.

The door opens and BRENDA walks in with Justin.

EDWARD: Welcome, Mr. Ambassador.

INT. CHRIS JOHNSON'S HOME/STUDY - NIGHT

Chris sits at his desk, putting bullets into a revolver. MARTIN walks into the study and watches his father. Chris looks up at him.

CHRIS: I thought I told you to get your things. We don't want to keep your grandma waiting.

MARTIN: How come you're sending us away?

CHRIS: It's only for a little while until things calm down.

MARTIN: Why aren't you coming with us?

CHRIS: Marty, I don't have time to play 20 questions. Go on.

Gail is standing at the door.

GAIL: Do as your father says.

Martin turns and leaves the study. Gail then closes the door.

GAIL: Why aren't you coming with us?

CHRIS: Because if I don't stand up to those thugs, who will?

GAIL: You're only one man.

CHRIS: It has to begin somewhere.

Suddenly, the lights go out.

GAIL: Oh, no.

Chris jumps out of his chair and runs out the door with Gail following right behind him.

INT. CHRIS JOHNSON'S HOME/LIVING ROOM

Chris and Gail run out into the living room where Katrina and Martin are standing near the window.

KATRINA: Daddy, what's going on?

Chris sees dots of red light jumping on the curtains covering the living room window.

CHRIS: Get away from the window!

Katrina and Martin run over to Chris and Gail as the front of the house is hit by a barrage of plasma fire. The living room window explodes inward, and Chris pulls his wife and children onto the floor. The front door is forced open, and a stream of Overlords armed with assault rifles makes their way into the living room through the smoke. Confused and disoriented, Chris reaches for his gun which has fallen on the floor a few feet from him. However, a foot comes by and kicks it away. Chris looks up and sees Maniac smiling down on him. Roach and Wicked take hold of Chris and pull him to his feet.

MANIAC: (to Chris) Hello again, cop. We got something for you.

Maniac punches Chris in the face.

MANIAC: That's from me.

Wicked then strikes Chris in the back of the head with the butt of his assault rifle.

WICKED: And that's from the Duke.

Chris drops to the floor unconscious.

GAIL: Stop it! Take whatever you want, but just leave us alone!

Maniac looks over at Gail who is holding onto Katrina and Martin.

MANIAC: That's exactly what we're going to do.

Maniac grabs Katrina.

KATRINA: Don't touch me!

MARTIN: Let go of her!

Gail tries to hold onto Katrina.

GAIL: Please, for the love of God, don't take my baby! I beg you!

Roach and Wicked train their rifles on Gail and Martin as Maniac tears Katrina away from them.

ROACH: (to Gail and Martin) Shut up!

Katrina is dragged through the front door, screaming and wailing.

KATRINA: Mama!

Gail holds onto Martin and cries.

INT. HOSPITAL ROOM

Gail, Corrine, and Cynthia talk to VINCENT MARULLO while Chris lies in a hospital bed. Martin is at his bed side. Chris awakens.

CHRIS: Marty...

MARTIN: Mom, he's awake.

Gail, Corrine, Cynthia, and Marullo walk over to the bed.

CORRINE: How do you feel, baby?

CHRIS: Awful. Is everybody all right?

Chris notices Katrina is missing.

CHRIS: Where's Trina?

Gail starts to lose her composure.

GAIL: They took her, Chris. They took our baby.

Gail starts to cry, and Corrine puts an arm around her. Chris looks over at Marullo.

CHRIS: Vince, you got to find my daughter.

MARULLO: We have every available unit on the lookout for her.

CHRIS: Damn it, that's not good enough. We know the Overlords got her. You have to go after them.

MARULLO: It's not that easy, Chris. The Visitors have given them free reign, and we're badly outgunned.

CHRIS: What are you saying?

MARULLO: No one can touch them. We're all at their mercy.

INT. RUNDOWN TENEMENT/BEDROOM

Katrina Johnson sleeps on a dirty brass bed. She is gagged and her hands are tied to posts at the head of the bed. Maniac, Roach, and Wicked are in the room with her. Maniac walks over to her.

MANIAC: Wake up sleeping beauty.

Maniac brushes his hand against Katrina's cheek. Katrina opens her eyes, sees him, and turns away.

WICKED: Maniac, we're leaving you in charge while we fetch the Duke. So behave yourself.

ROACH: Yeah. Keep your hands off the merchandise.

Roach turns to Wicked, and they both smile. Maniac watches as they leave the room and close the door. He turns back to Katrina and sits on the side of the bed. He looks at her hungrily.

MANIAC: You're one hot dish. The Duke won't mind if I sneak a taste.

Maniac grabs her leg, and Katrina tries to kick him away which makes him only more determined. He kneels on top of her, pinning her legs down, but she continues to squirm.

MANIAC: Keep it up. Fighting only turns me on.

Maniac takes out a switch-blade. Alarmed, Katrina watches as he lowers the knife and cuts open her blouse. Meanwhile, the bedroom door opens and someone walks in. Katrina watches as the person walks up behind Maniac who turns around and sees that it is Whitey.

MANIAC: Get lost, Snowflake. I'm busy.

Maniac turns back around and prepares to cut off Katrina's bra. Katrina looks over at Whitey, pleading with him to help her. Whitey grabs Maniac's shoulder with his left hand.

WHITEY: Leave her alone.

Maniac stops.

MANIAC: (ominously) What was that, Snowflake?

WHITEY: (firmly) I said leave her alone.

Maniac reaches over with the knife and cuts Whitey's left hand. Whitey retracts his bloody hand as Maniac jumps off the bed and spins around with the knife.

MANIAC: I never did like you, freak.

Whitey takes out his own knife and backs up, circling around the bed. Smiling malevolently and swinging his knife, Maniac advances toward him. However, Katrina kicks Maniac with her foot, knocking him off balance. Whitey takes advantage of the opening and slashes Maniac in the neck. Maniac stumbles backwards and clutches the side of his neck unable to stop the blood flowing from his severed jugular vein.

MANIAC: (shocked) You cut me. You son of a bitch.

Maniac falls to the floor. Whitey runs to the door which he closes and locks. He then goes over to the bed and cuts Katrina loose. Katrina removes the gag from her mouth and hugs him.

KATRINA: Thanks, Whitey. I was wrong about you.

Footsteps can be heard coming down the hallway outside the door.

WHITEY: Come on. We'll use the fire escape. Hurry.

Whitey opens the window and helps Katrina out onto the fire escape. Someone tries unsuccessfully to open the door and starts pounding on it.

MAGGOT'S VOICE: (through door) Hey, Maniac, open up!

Whitey follows Katrina out onto the fire escape.

EXT. RUNDOWN TENEMENT - NIGHT

Whitey and Katrina scramble down the fire escape. They can hear the sound of the bedroom door being forced open. Maggot pokes his head out of the bedroom window and sees them.

MAGGOT: They're headed down the fire escape!

Overlords come out of the bedroom window and follow them down the fire escape. Whitey reaches the ground first and helps Katrina down. Their pursuers watch them run across the street.

SPADE: Stop!

Spade raises his assault rifle and opens fire, raining plasma bolts onto Whitey and Katrina. Whitey is clipped in the leg and falls to the ground. Katrina reaches the other side of the street and stops when she sees Whitey lying in the road.

WHITEY: Run!

The pursuing Overlords reach Whitey, and several of them continue on after Katrina who runs down an alley. Whitey is encircled by Overlords. At his level, we see only their legs.

SPADE (off screen): Should we finish him off?

MAGGOT (off screen): No. Save him for the Duke.

EXT. NARROW ALLEY

Katrina runs frantically down a dark and narrow alley. She slips and falls into a pool of water, but quickly picks herself up and continues on. Her pursuers are not very far behind. Up ahead, she sees that the alley opens onto a larger street.

EXT. STREET

Katrina emerges from the alley and runs into the street where two headlights approach her.

INT. HOSPITAL ROOM

In the corner of the room, Martin sleeps in Corrine's lap. Chris lies in bed with Gail and Cynthia sitting next to him.

CHRIS: I can't stand this. I should be out there looking for her.

CYNTHIA: Chris, you're in no condition to go anywhere. Besides, you'd only end up getting yourself killed. You're lucky to be alive as it is.

CHRIS: I'm not so sure.

GAIL: (anguished) Please don't talk like that.

Chris takes Gail's hand.

CHRIS: I'm sorry. It's just that I feel so helpless... and a little bit responsible. If anything happened to her... I don't think I could live with myself.

Fighting back tears, Chris turns his head and lets out a labored sigh. Gail kisses his hand.

KATRINA (off screen): Mama... Daddy...

Gail stops and turns around. Katrina stands at the door with a POLICE WOMAN. Gail hesitates for a second, unable to believe her eyes.

GAIL: Trina?

Gail and Cynthia get up. Katrina runs into Gail's arms, and the two release a tidal wave of pent up emotions. Martin and Chris, who manages to get out of bed, join them. Corrine turns to the police woman.

CORRINE: (to police woman) Thank you.

POLICE WOMAN: I really can't take any credit for finding her. Somehow, she found us while we were on patrol. Someone was definitely looking out for her.

KATRINA: (sobbing) Whitey helped me escape.

CHRIS: Where is he?

KATRINA: I don't know. He was shot, and we got separated. You think he'll be all right?

GAIL: We hope so, baby.

INT. POOL HALL

The Duke is playing pool with Wicked and Roach when Duane walks in.

DUANE: You wanted to see me, Duke?

The Duke continues to play.

DUKE: Your friend, Snowflake, went off and got himself into a whole lot of trouble.

DUANE: What happened?

DUKE: He killed poor ol' Maniac while helping your pretty cousin to escape. You didn't put him up to that, did you?

DUANE: No, Duke. I swear it.

DUKE: You better hope I don't find out otherwise.

DUANE: Listen, I know Whitey did something really crazy, but it's just that he's always had a thing for Katrina. When it comes to her, he doesn't think straight. Let me talk to him, and I promise this won't ever happen again.

DUKE: Be my guest. He's out in back.

The Duke turns to Roach and Wicked who smile as Duane leaves.

EXT. ALLEY BEHIND POOL HALL

Duane walks out through the back door of the pool hall and into a garbage-strewn alley. He looks around.

DUANE: Whitey? Where are you, man?

After getting no response, he walks down the alley a few feet and then stops in his tracks upon seeing a silhouetted figure hanging by a noose from a fire-escape. He walks over to it. We see only the legs, one of which has a burn mark on it. Duane looks up at his friend.

DUANE: Why, man? Why'd you do this to me?

Duane grabs Whitey's leg and cries.

INT. PARRISH PENTHOUSE/EDWARD'S STUDY

Edward Parrish sits in his wheelchair behind his desk which is covered with papers. Amanda and Cynthia walk in.

AMANDA: Edward, Cynthia's waiting for you.

EDWARD: Can't we do it later?

AMANDA: No. I'm not letting you put this off anymore. If you're ever going to walk again, you have to start physical therapy.

EDWARD: Believe me, I don't want to stay in this wheelchair the rest of my life, but more important things demand my attention at the moment.

AMANDA: What could be so important that you have to lock yourself away in here?

EDWARD: I'm arranging a business conference for the Visitors. They're going to discuss matters vital to the survival of the entire planet.

AMANDA: Right now, the only thing I'm worried about is you. The planet will still be here after you take a break.

Amanda takes hold of his wheelchair.

EDWARD: All right. Just let me put this stuff away.

Edward gathers up the papers on his desk and puts them in a folder which he places in the top desk drawer.

EXT. CORRINE JOHNSON'S HOUSE

Duane approaches the front door, carrying a body which is covered with a white sheet. The front door opens and Corrine and Ham come out.

DUANE: Hello, grandma.

CORRINE: Duane, what happened?

DUANE: I need you to take care of Whitey for me.

Corrine lifts the sheet and sees Whitey underneath.

CORRINE: Oh, Lord.

She closes her eyes and places the sheet back over him. Ham takes the body from Duane.

CORRINE: Those street gangsters did this, didn't they?

DUANE: That's not important.

CORRINE: (incredulous) How can you stand there and say that after they killed your best friend?

DUANE: What do you want me to do? The Overlords are in charge now. They can do whatever they want.

CORRINE: Not if you fight back.

DUANE: How?

HAM: By joining the resistance. We could use people like you.

DUANE: And where is this resistance? I haven't seen it around here.

HAM: We're still organizing.

DUANE: You expect me to turn against the Overlords by joining something that doesn't even exist? That's crazy.

CORRINE: No. What's crazy is that you'd associate with those animals.

DUANE: I'm sorry, grandma, but there's nowhere else I can go. I'm in too deep now.

Duane turns and leaves them.

INT. RED DRAGON RESTAURANT/PRIVATE DINING ROOM

Lois Bergman sits at a table with Alex Hale, Paul Maitland, and Derrick Sullivan.

PAUL: What's it all about?

LOIS: I don't know exactly. Phillip is being kept out of the loop.

DERRICK: Which means it must be really important.

Ham and Cynthia walk over to them.

HAM: What's happening?

ALEX: Lois reports that the Visitors are going to hold some kind of conference at their headquarters. They're trying to keep it under wraps.

HAM: Cynthia was telling me about it.

LOIS: You know what's going on?

CYNTHIA: All I know is that Mr. Parrish has been put in charge of arranging everything. He's been working on it day and night.

ALEX: Has he said anything to you about it?

CYNTHIA: Not really. He just goes into his study and keeps to himself.

HAM: Have you been in his study?

CYNTHIA: A few times. It's been cluttered with all sorts of papers.

HAM: Have you looked at any of them?

CYNTHIA: Of course not. I'm not a snoop.

ALEX: Maybe it's time you became one.

INT. PARRISH PENTHOUSE/EDWARD'S STUDY

The door to study opens and Cynthia peeks inside. Seeing that the room is empty, she enters and closes the door behind her. She then walks over to Edward's desk, opens the top drawer, and pulls out the file. After opening the file, she takes a small camera out of her uniform.

CYNTHIA: (muttering to herself) I can't believe I'm doing this.

Nervously, Cynthia aims the camera and takes a picture of the first page. She then proceeds to the next page and the next, trying to get through the file as quickly as possible. In her frenzy, she does not notice that someone has come up behind her. A hand reaches out and touches her on the shoulder. Cynthia lets out a yelp, drops the camera, and spins around to face Julie Parrish.

JULIE: Don't be afraid, Cynthia. It's all right.

Cynthia is too scared to talk.

JULIE: I need your help.

Cynthia's fright turns to confusion.

CYNTHIA: What?

JULIE: I have to get in touch with the resistance. Can you be my link to them?

CYNTHIA: I don't know. I'm a little confused.

JULIE I understand. I only ask that if you see them, you tell them that I'm all right but that I need their help.

CYNTHIA: I'll see what I can do.

JULIE: Thank you. I'll let you get back to work.

Julie leaves her.

INT. ABANDONED SUBWAY STATION/PLATFORM

Brad is sitting by himself on a bench eating a sandwich when Maria walks over to him.

MARIA: Brad, have you seen Carlos?

BRAD: Why are you asking me? Did he run off on you?

MARIA: A simple "yes" or "no" will do.

BRAD: I saw him walking down the tunnel. Perhaps he's feeling lonely 'cause you haven't been paying him enough attention.

MARIA: Thank you, Dr. Brothers.

Maria leaves to look for Carlos.

INT. RED DRAGON RESTAURANT/PRIVATE DINING ROOM

Ham, Paul, Lois, Cynthia, and Derrick sit at a table with Alex who looks through the photographs taken by Cynthia.

CYNTHIA: So what exactly did I take pictures of?

ALEX: Looks like a guest list.

DERRICK: Who's on it?

ALEX: Executives representing every business interest you can think of.

Alex flips through the pages.

ALEX: Mining, petrochemical, aerospace, defense. It goes on and on.

He stops at one page.

ALEX: And look at this. Even our old friend, Ian, is invited.

Alex hands the page to Ham.

LOIS: Who's Ian?

HAM: Ian Loren. He runs a global chemical empire which serves as a front for all sorts of shady business dealings.

ALEX: The CIA suspected his companies were making illegal transfers of chemical weapons technology. The man will sell anything to anybody for the right price.

HAM: We have to crash that meeting and find out what the lizards want from him.

LOIS: Lots of luck. The word's out that each guest has received an individually encrypted security pass that cannot be duplicated. So if you want to get in there, you're going to have to get your hands on one of the originals without anyone knowing about it.

PAUL: How about Julie? Maybe she can get us in there, and then we can get her out.

HAM: It's too risky. I'm still not convinced she hasn't been converted.

CYNTHIA: If she was, I wouldn't be here with those pictures.

HAM: Unless she was luring us into a trap.

PAUL: What happened to all that talk about risking your life if you thought you could get her back? This may be our golden opportunity. We can't let it slip away.

ALEX: Listen, I have an idea. If it works, we'll get into that meeting and get Julie back too.

INT. ABANDONED SUBWAY TUNNEL

Maria walks down the subway tunnel toward the main junction. As she reaches the junction, she hears loud squealing noises and sees a shadow moving on the wall of the adjoining tunnel. The noises suddenly stop. Maria turns the corner into the adjoining tunnel and stops dead in her tracks when she sees Carlos. His throat is bulged outward and ripples with a downward motion. The long tail of a sewer rat still hangs out of his mouth. Upon seeing Maria, he turns away, but it is too late. Maria is overcome by the grotesque sight and runs off.

EXT. HOTEL ENTRANCE

A black limousine pulls to the front door of the hotel lobby. The driver's door opens and Carlos gets out, dressed in a red Visitor uniform. He opens the back door and IAN LOREN exits with three bodyguards.

LOREN: Thank you for the ride from the airport.

CARLOS: It was my pleasure, Mr. Loren.

Carlos walks back to the trunk and opens it up. Brad approaches him, wearing a porter's uniform and pulling a luggage cart.

BRAD: (to Loren) Can I take your bags for you, sir?

LOREN: Yes, please.

Brad places Loren's bags in the cart. Carlos closes the trunk.

CARLOS: (to Loren) I'll be back tomorrow morning at eight to take you to the conference.

LOREN: Very good. I'll see you then.

CARLOS: Good night, sir.

Loren and his aides follow Brad into the hotel.

INT. BROADWAY STUDIO/MAKEUP ROOM

Alex Hale sits in a chair in front of a mirror while Ham Tyler, Paul Maitland, and Derrick Sullivan stand nearby. Through the mirror, Alex sees BILL SAINT JOHN, a makeup artist, enter the room.

SAINT JOHN: Hello, Alex. Welcome back.

ALEX: Thanks, Bill. Everyone, I'd like you to met Bill Saint John, one of the best makeup men in the business.

SAINT JOHN: So what is it this time? Another undercover assignment?

ALEX: You could say that. We really need you to knock yourself out on this one.

A telephone rings and Derrick takes out a portable phone.

DERRICK: Yes? (pauses) I'll tell them.

Derrick puts away the phone.

DERRICK: (to Alex) The drop's been made.

ALEX: (to Bill) All right, my friend. It's time to work your magic.

INT. HOTEL CORRIDOR

Disguised and wearing waiter uniforms, Paul and Derrick push a cart down the hallway. On the cart is an ice bucket with a bottle of champagne in it. They stop at the door to Ian Loren's suite and knock. Loren answers.

LOREN: Yes?

PAUL: Room service, Mr. Loren.

LOREN: I never ordered anything.

PAUL: It's compliments of the hotel management. They're doing it for all special guests of the Visitors.

LOREN: I see. Then please come in.

INT. IAN LOREN'S HOTEL SUITE

Paul and Derrick push the cart into Loren's suite. Loren closes the door and walks over to them.

LOREN: So what did you bring me?

Paul reaches under the cart, pulls out a revolver, and points it at Loren.

PAUL: Just do as we say, and you won't get hurt.

Loren smiles.

LOREN: I think you got that backwards.

Loren's three bodyguards appear accompanied by two shock troopers.

LOREN: I'm afraid someone tipped me off that you might be coming.

Carlos appears in a Visitor uniform. Loren smiles smugly.

LOREN: (to Carlos) They're all yours.

The two shock troopers proceed to club two of the bodyguards over the head, knocking them out. Carlos takes out the third by punching him in the face.

LOREN: (shocked) Wait a minute. What's going on here?

One of the shock troopers removes his helmet. It is Alex, disguised to look like Ian Loren.

LOREN: Who are you?

ALEX: Don't you recognize your own face?

The second shock trooper removes his helmet. It is Ham whose face is also disguised.

HAM: (to Alex) Go get ready, and we'll take care of things in here.

Derrick takes a bunch of rope from inside the cart.

PAUL: (to Loren at gunpoint) Move it.

INT. IAN LOREN'S HOTEL SUITE - LATER

Ian Loren and his three bodyguards are hog-tied and gagged. Ham, Paul, and Derrick look on with satisfaction. Alex enters the room, dressed in one of Loren's suits.

DERRICK: Very sharp, Alex. You wear it well.

HAM: Did you find the security pass?

Alex takes the pass out of his top pocket and waives it.

HAM: Here. You might want this too.

Ham tosses Loren's wallet to Alex. There is a knock at the door. Alex goes over and answers it. Corrine and Maria walk in, wearing maid uniforms and pushing a linen cart.

ALEX: Right on time, ladies.

Corrine looks over and sees Loren and his bodyguards.

CORRINE: It sure looks like you got things under control here.

Maria sees Carlos and then looks away.

CARLOS: I guess I better go. I'll be back at eight to pick you up.

ALEX: We'll be ready.

Carlos leaves.

CORRINE: We brought all your stuff.

Corrine takes three pairs of suits out of the linen cart and hands them out.

HAM: I hope that includes the really important stuff.

CORRINE: That too. Although I really hate being anywhere near it.

HAM: There's nothing to worry about. It's very stable until primed.

CORRINE: I wouldn't know anything about that so I'll take your word for it.

INT. HOTEL CORRIDOR

The door to Ian Loren's suite opens and Corrine and Maria walk out with the linen cart. Corrine puts the "Do Not Disturb" sign on the doorknob.

INT. VISITOR HEADQUARTERS/LOBBY - MORNING

A Visitor SECURITY OFFICER sits behind a desk. Alex approaches disguised as Ian Loren. Ham, Paul, and Derrick are disguised as Loren's bodyguards.

ALEX: Good morning. I'm here for the conference. These three gentleman are with me.

SECURITY OFFICER: May I have your pass please?

Alex hands his security pass to the security officer who passes the card through a sensor slot. On the computer screen in front of him appears a picture of Ian Loren and other information written in Visitor script. He looks up at Alex for a second which seems like an eternity. He then smiles pleasantly and hands the pass back to Alex.

SECURITY OFFICER: Welcome, Mr. Loren. You may proceed into the conference hall.

ALEX: Thank you.

Alex proceeds to the conference room door accompanied by his three "bodyguards." Up ahead, they see Julie, Amanda, Matt, and Edward Parrish. Edward wears braces on his legs and is walking with the help of crutches.

INT. VISITOR HEADQUARTERS/CONFERENCE HALL

A large crowd of business executives have assembled in the conference hall. Julie, Amanda, Matt, Edward, and Frank Knight sit in the front row. Alex, Ham, Paul, and Derrick sit several rows back. They watch as Elaine Johnson, Justin, Diana, and Angela enter the hall. Diana is accompanied by her shadow trooper bodyguard. The Visitors sit in the front row with the Parrishes while Elaine walks up onto the stage and stands behind a podium.

ELAINE: Good morning, ladies and gentlemen. I'm Elaine Johnson, the Visitors' world spokesperson. On behalf of myself and the Visitors, I want to welcome all of you to New York. You've been invited to this very important meeting because a distinguished guest wants to speak with you about matters vital to our planet's survival. So without further ado, I give you the Visitors' ambassador, Justin.

Everyone claps as Justin walks over to the podium.

JUSTIN: Thank you, Elaine. Before I proceed with my remarks, I'd be remiss if I didn't acknowledge that this conference is being held due in large part to the tireless efforts of this city's great financier and our good friend, Mr. Edward Parrish.

Everyone claps again.

JUSTIN: My friends, I come before you today with an urgent plea for help. This planet faces the threat of imminent attack by a hostile force known as the Alliance. For several generations, my people have fought this enemy at great cost as shown by the complete devastation of our home planet. Your world will suffer the same fate unless you assist us in our struggle. We propose organizing this planet's industries into a vast consortium which will produce the weapons we need to defeat the Alliance once and for all. But I want to be perfectly frank. Providing the resources for this effort will require extreme measures and will result in severe deprivation for most of earth's inhabitants. While unfortunate, it is unavoidable. However, under this new order, a select few such as yourselves will prosper as a privileged elite.

Ham stands up.

HAM: Excuse me, but you're asking us to betray our own people.

JUSTIN: Who are you?

Ham walks over to the podium while Alex, Paul, and Derrick position themselves at strategic locations around the conference hall.

HAM: I've been sent by the resistance.

The room starts to stir. Diana stands up.

DIANA: It's obvious that you're very resourceful and extremely stupid. You'll never get away with this stunt.

HAM: I wouldn't be so sure of that.

Ham lifts his shirt and shows everyone packages of explosives wrapped around his torso.

HAM: It just so happens that my three associates and I are each wearing about 30 pounds of plastic explosives.

He then holds up a pager.

HAM: All I have to do is press the button on this pager, and the four of us and everyone else in this room will be blown to bits.

Armed shock troopers enter the conference room. Justin waves them back.

JUSTIN: (to shock troopers) Stay back. (to Ham) What do you want?

HAM: I come with a message. If you want to live, you'll let me deliver it.

Reluctantly, Justin moves out of the way. Ham stands behind the podium.

HAM: (to audience)

Listen up people. The resistance is alive and well and here to stay. That leaves all of you with a choice to make. It's either us or them. If you sell out to these bloodsuckers, then, as far as we're concerned, you're traitors to the entire human race.

Ham leaves the podium and walks down to the front row where Diana glares at him.

HAM: (to Diana) I want a shuttle ready and waiting for us in two minutes.

He then walks over to Julie and grabs her by the arm.

HAM: And we'll be taking her along as insurance.

AMANDA: Please... not my daughter.

HAM: Nothing will happen to her as long as no one pulls any tricks.

Ham looks pointedly at Diana. Ham then takes Julie and walks off. They are joined by Alex, Paul, and Derrick. Diana turns to her shadow trooper bodyguard.

DIANA: (to shadow trooper) They must not escape.

EXT. VISITOR HEADQUARTERS/ROOF

Ham, Julie, Alex, Paul, and Derrick walk toward a squad shuttle on the roof of Visitor headquarters. Diana and Angela stand nearby with a group of Visitor officers and shock troopers. Alex points to one of the shock troopers.

ALEX: You. Come with us.

The shock trooper accompanies them into the shuttle.

INT. SHUTTLE COCKPIT

Alex accompanies the shock trooper into the cockpit.

ALEX: Get us out of here.

The shock trooper sits in the pilot's chair and lifts the visor on his helmet. It is Carlos.

EXT. VISITOR HEADQUARTERS/ROOF

Diana and Angela watch as the shuttle lifts off and ascends into the sky.

DIANA: These security lapses are inexcusable.

ANGELA: I'm sorry, Diana. I don't know how this could have happened.

DIANA: The resistance remains far more pervasive than we imagined. It must be crushed before it spreads any further.

INT. SHUTTLE/MAIN CABIN

Julie watches as Ham and Paul remove their disguises.

JULIE : That was quite a bit of rescuing back there. I'm impressed.

HAM: Turn around. We're going to find out what they did to you.

Julie turns her back to Ham who finds a scar on the back of her neck.

HAM: Just as I thought. She's been converted.

JULIE: It's not what it looks like. The implant isn't functioning.

HAM: What?

JULIE: It was disabled by the two Visitors who put it there.

HAM: And why would they do that?

JULIE: Because they're opposed to what their leader is doing. They want our help.

HAM: That's a lovely story.

JULIE: It's the truth.

HAM: You're going to have to do better than that.

PAUL: Why do you have to reject everything out of hand? Maybe we should believe her.

HAM: Not until I'm satisfied they haven't messed with her mind.

Alex walks into the main cabin from the cockpit.

ALEX: Where's the kid?

HAM: He went in back just in case the lizards come after us.

INT. SHUTTLE/AFT COMPARTMENT

The door to the aft compartment opens and Alex walks in. Derrick sits in the gunnery chair. Alex only can see the back of his head because the chair is turned toward the rear window.

ALEX: So what's up, kid? Any sign of them?

Derrick does not respond. Alex walks over to the chair.

ALEX: Hey, we can't have you falling asleep at your post.

The chair turns around, and Derrick stares lifelessly at Alex. His neck is broken.

ALEX: Christ!

As Alex backs away, a concealed maintenance door opens and Diana's shadow trooper emerges.

INT. SHUTTLE/MAIN CABIN

The door to the aft compartment opens and Alex stumbles out followed by the shadow trooper.

ALEX: We got company!

The trooper grabs hold of Alex and lifts him to his feet. Ham and Paul spring into action. Seeing the two of them coming, the trooper throws Alex into Paul. Ham attempts to tackle the shadow trooper, but the trooper grabs him in a headlock and slams him into the wall. Ham lies sprawled on one of the seats as Julie runs up, jumps on the trooper's back, and grabs the front of his helmet. Unable to see, the trooper swings wildly. Julie falls off, but manages to remove his helmet, revealing the trooper to be MIKE DONOVAN. Ham looks up at his attacker with amazement.

HAM: Donovan!

Mike grabs Ham around the throat, staring at him with the eyes of a remorseless killer. Julie comes behind Mike again, holding his helmet. Mustering every ounce of strength, she hits him over the head with it. Mike falls unconscious to the floor. Ham looks wearily over at Julie.

HAM: Thanks.

JULIE: Don't mention it.

EXT. YANKEE STADIUM

The squad ship descends into Yankee Stadium.

EXT. YANKEE STADIUM/LOADING AREA

Brad sits in the cab of a delivery truck when he sees Ham, Alex, Julie, Paul, and Carlos walk out onto the loading platform. Ham carries Mike Donovan over his shoulder. Brad gets out and opens the back door of the truck.

BRAD: What happened? Where's Derrick?

ALEX: He didn't make it.

HAM: Let's get the hell out of here. It won't take the lizards long to find us.

INT. VISITOR HEADQUARTERS/CONFERENCE ROOM

Diana is sitting at a conference table with Edward Parrish when Angela walks in.

DIANA: Well?

ANGELA: We located the shuttle, Diana. One of the terrorists was found dead.

DIANA: And the others?

ANGELA: There was no sign of them. We're conducting a sweep of the entire area right now.

EDWARD: I want my daughter back. I don't care what it takes, but I want her back.

DIANA: We'll do everything in our power to find her, Mr. Parrish. You have my word on that.

INT. ABANDONED SUBWAY TUNNEL

Maria follows Carlos down the subway tunnel.

MARIA: Carlos, wait.

CARLOS: Please, Maria, go away.

MARIA: No. There's something I want to say to you.

CARLOS: What?

MARIA: I love you.

Carlos stops walking. He still faces away from Maria.

CARLOS: No, you don't. You love an illusion. You could never love me as I really am.

MARIA: You're wrong. None of that matters to me.

Maria walks over to him and puts her hand on his shoulder. Carlos turns around. His eyes are not human, but serpentine. Startled, Maria retracts her hand.

CARLOS: What's wrong, Maria?

He moves toward her while she retreats.

CARLOS: I thought you loved me.

He backs her against the wall of the tunnel and holds out his hand to prevent her further retreat. He then grabs her. She begins to panic.

MARIA: Please let go of me.

CARLOS: Why? Don't you love me?

Carlos flicks out his long tongue, running it along the side of her face. Maria becomes hysterical and claws at the right side of his face, scratching his synthetic skin and exposing the green scales underneath. He lets go of her and watches as she runs off.

INT. ABANDONED SUBWAY STATION/SICK BAY

Julie attends to Tony and his injuries as Ana stands and watches.

TONY: Am I going to be all right, doc?

JULIE: (smiling) You'll be up and running in no time.

Carlos walks into the sick bay.

ANA: Carlos, do you know where Maria is?

CARLOS: No. I'm afraid I don't.

TONY: What happened to your face?

CARLOS: I had an accident.

Ham appears at the door.

HAM: Julie, Donovan's come to.

JULIE: I'm on my way.

INT. ABANDONED SUBWAY STATION/HOLDING ROOM

Alex and Paul watch Mike who sits chained and shackled to a chair. The door opens and Julie walks in with Ham.

JULIE: Hello, Mike. It's me...Julie.

Mike just stares at her. Paul prevents her from moving any closer to him.

PAUL: Don't get too close to him.

JULIE: Don't you remember me?

HAM: It's pointless, Julie. He's not Donovan anymore.

ALEX: (to Mike) Tell us who you are.

Mike looks over at Alex.

MIKE: Shadow trooper 9-4-6-4 of the 89th combat division.

ALEX: What is a shadow trooper?

MIKE: The instrument by which all is made to conform to the Leader's will.

JULIE: And what happens to those who refuse to conform?

MIKE: That which does not conform will be destroyed. Any resistance is futile.

FADE OUT.

TO BE CONTINUED.