V: ALIEN NATION

PART II





FADE IN:



EXT. LIBERTY ISLAND

The Commander-in-Chief's Mothership, Mother One, begins moving away from the New York Mothership, Mother Two.

MOTHERSHIP CONTROLLER (voice over): Mother One to Mother Two. All systems are go. Submersion with commence in ten minutes.





EXT. VISITOR REDEVELOPMENT ZONE/LANDING AREA

CARLOS, JULIE PARRISH, and ALEX HALE walk across a large parking lot which is filled with transport shuttles and an army of Visitor engineers and shock troopers. Carlos wears a technician's uniform while Julie and Alex are dressed as shock troopers. They follow a group of Visitors into a shuttle.





INT. TRANSPORT SHUTTLE/MAIN CABIN

Carlos, Julie, and Alex find a place to sit in the crowded shuttle. A TECHNICIAN sitting next to Carlos notices a bandage on Carlos' face.

TECHNICIAN: What happened to your face?

CARLOS: I got hit by a piece of debris. Guess I wandered too close to a demolition site.

TECHNICIAN: You should be more careful.

CARLOS: It's nothing serious. Just tore the skin.

TECHNICIAN: They can fix that in no time.

PILOT'S VOICE:(over speaker) Attention, all passengers. Please take your seats. We've been cleared to depart.





EXT. VISITOR REDEVELOPMENT ZONE/LANDING AREA

The transport shuttle lifts off from the parking lot and ascends into the sky.





EXT. LIBERTY ISLAND

The shuttle approaches the New York Mothership which remains stationed over the Statue of Liberty. In the distance, the Commander-in-Chief's Mothership descends toward New York Harbor.

MOTHERSHIP CONTROLLER (voice over): Submersion will commence in one minute.





INT. TRANSPORT SHUTTLE/MAIN CABIN

Carlos, the technician, and several other Visitors stand along the walls of the shuttle, looking through the windows.

TECHNICIAN: Incredible. This is the first time I've actually seen a Mothership submerge itself.

CARLOS: How can something that large go underwater without flooding the entire city?

TECHNICIAN: It's really quite simple. All of the displaced water is channeled into the Mothership where it's converted into hydrogen and oxygen. The hydrogen is used to fuel the ship's fusion reactors, and the oxygen is released harmlessly into the atmosphere.

CARLOS: You know what this is all about?

TECHNICIAN: They haven't told us anything, but I've heard rumors that it's part of some construction project.





EXT. NEW YORK HARBOR

The Commander-in-Chief's Mothership continues its descent, hovering just above the waters of New York Harbor.

MOTHERSHIP CONTROLLER (voice over): Standby for surface contact in 5 seconds... 4... 3... 2... 1... Contact.

The Mothership touches down in the harbor.

MOTHERSHIP CONTROLLER (voice over): Disengage gravity drive.

MOTHERSHIP ENGINEER (voice over): Gravity drive disengaged.

MOTHERSHIP CONTROLLER (voice over): Activate hydraulic pumping system.

MOTHERSHIP ENGINEER (voice over): Hydraulic pumping system activated.

MOTHERSHIP CONTROLLER (voice over): Commence submersion.

MOTHERSHIP ENGINEER (voice over): Submersion commencing.

The Mothership starts to sink beneath the surface of the harbor.





INT. NEW YORK MOTHERSHIP/LANDING BAY

Visitor technicians and shock troopers file out of the transport shuttle as a reverberating female voice announces the shuttle's arrival.

FEMALE VOICE: Attention, all personnel. The shuttle flight from the Manhattan resettlement zone has arrived on landing platform 11.

Carlos, Julie, and Alex emerge from the shuttle and proceed out of the hangar.





INT. NEW YORK MOTHERSHIP/BRIDGE

XUR, DIANA, JESSICA, and ELAINE stand behind a COMMUNICATIONS OFFICER who sits at the main console as reports come in from Mother One.

MOTHERSHIP CONTROLLER(filtered voice over): Mother One to Mother Two. Submersion complete. All onboard systems continue to function within normal operating parameters.

COMMUNICATIONS OFFICER: Acknowledged Mother One. The Commander-in-Chief commends you for a job well done. Mother Two out.

JESSICA:(to Xur) Congratulations, sir. The execution was totally flawless.

XUR: I would expect nothing less.

DIANA: Xur, with your permission, we'd like to make an announcement to the public.

XUR: I leave such trivial matters to you, Diana. That's what you're here for.

Xur walks off. Jessica follows him, throwing a smug glance at Diana. Diana ignores her and turns to Elaine.

DIANA:(cooly) Proceed with the broadcast, Elaine.

ELAINE: Right away, Diana.



INT. NEW YORK MOTHERSHIP/CARGO HOLD

Carlos, Julie, and Alex enter a cavernous cargo hold which stretches in all directions. Crates are stacked in mountain-sized sections with a maze of passages running between them. Carlos leads his two companions down one of these passages until they reach an alcove where JOSEPH, TERESA, and PHILLIP are waiting for them. Julie and Alex remove their helmets.

PHILLIP: Hello, Alex. It's good to see you again.

ALEX: Same here, my friend. Thanks for arranging this for us.

JOSEPH: And we thank Dr. Parrish for bringing you here.

JULIE: You told me you needed to hide someone. Where is he?

Joseph and Teresa walk over to a wall of crates. Joseph places a calculator-like device on one of the crates at the bottom, punches a code into the keypad, and opens the crate. He and Teresa then proceed to pull out a long cylinder from inside it. Teresa removes the top section of cylinder and gas is released. Once the gas dissipates, they see an unconscious Visitor in a white uniform lying in the cylinder. He resembles an elderly male human.

TERESA: This is Xon. We are his followers as were our parents before us.

Teresa takes out a hypospray and injects XON in the neck. Xon opens his eyes.

JOSEPH: Pretanama, Xon.

XON:(weakly) Pretanama.(in Sirianese) Where am I?

JOSEPH:(in English) Aboard a Mothership stationed over New York City on the planet Earth.

XON: Earth?

Xon struggles to sit up. Teresa helps him.

TERESA: Be careful. You have hibernation sickness.

XON:(in English) Are you part of the White Circle?

JOSEPH: Yes. My name is Joseph, and this is Teresa.

XON:(to Phillip) And you?

PHILLIP: I'm with the Fifth Column.

XON: So you've joined our cause.

PHILLIP: I've done nothing of the sort. I don't believe in any of your mystical nonsense. The only way to defeat the Leader's tyranny is to fight fire with fire.

XON: You claim to oppose the Leader, yet he has succeeded in poisoning your thinking.

PHILLIP: And what would you have us do? Shower the Shadow Guard with pleas for peace and brotherhood so they can slaughter us like the rest of your followers.

XON: The Fifth Column has fared no better.

JULIE: Stop it. Fighting among ourselves won't get us anywhere.

XON:(to Julie) You're human.

JOSEPH: This is Juliet Parrish. She's with the Terran resistance.

JULIE: All of us share the same aim, but we can't achieve it unless we put aside our differences and work together.

XON: You're quite right. Division only works to the enemy's advantage.

TERESA:(to Joseph) We need to hurry so Xon and the others can catch the next shuttle flight.

JOSEPH: Yes. We don't have much time. (to Carlos) And we still have to repair our friend's face.

PHILLIP: I better take my leave of you before Diana and Angela start wondering where I am. Good luck.





INT. ABANDONED SUBWAY STATION/SICK BAY

TONY PEREZ sits on a mattress, watching Elaine Johnson on television.

ELAINE: (on television) Good afternoon. I know many of you were quite astonished to see a Mothership sink beneath New York Harbor. What you witnessed was the first stage of a very special project undertaken by the Visitors which they hope to unveil on the Fourth of July when humans and Visitors will celebrate their first Independence Day together as fellow citizens.

ANA PEREZ walks into the room.

ANA: Antonio, have you seen Maria?

TONY: No. What's wrong?

ANA: I wanted to talk to her before I left.

TONY: Where are you going?

ANA: I'm joining your father. He went back to the apartment.

TONY: So he couldn't stand being under the same roof with me.

ANA: Don't talk like that.

TONY: But it's true. I've been a disappointment to him...and you. I'm really sorry about that.

ANA: Me too.

Ana kisses him on the forehead and leaves.





EXT. VISITOR REDEVELOPMENT ZONE/LANDING AREA

The transport shuttle returns to the landing area of the Visitor redevelopment zone. The hatches of the shuttle open, and Visitor technicians and shock troopers file out. Among them are Carlos, Julie, Alex, and Xon. As they proceed away from the landing area, Xon looks up at the sky with child-like wonder.

XON: Look at that incredible blue sky! To think our own world once had skies like that.

CARLOS: When?

XON: A very long time ago.

SIMON, the chief engineer and supervisor of the redevelopment project, approaches them. He notices Xon's white medic's uniform.

SIMON:(to Xon) What are you doing here? Medical personnel aren't authorized to be in this area.

Carlos tries to come up with a response.

CARLOS: We requested his assistance. One of the engineering units reported an accident.

SIMON: I never received such a report. This is most irregular. What unit are you with...

Simon falls silent as Xon stares intensely into his eyes.

XON: You're much too busy to be talking to us. An important matter requires your immediate attention.

Simon snaps out of his trance.

SIMON: Move along. I don't have time to bother with you right now.

Simon walks off without giving them a second thought. Carlos, Julie, and Alex look at Xon in amazement.

XON: I suggest we get out of here as quickly as possible.





INT. ABANDONED SUBWAY STATION/PLATFORM

Tony walks over to MARIA who sits alone on a bench on the subway platform.

TONY: Where have you been? Mom was looking for you.

MARIA: I need to be alone.

TONY: Why? Worried your lizard love won't return?

Maria stares at him angrily.

MARIA: Don't ever mention him again! I want nothing to do with him!

Tears start streaming down her face.

TONY: What's wrong?

MARIA:(sobbing) I don't want to talk about it.

Tony grabs her by the shoulders.

TONY: What'd he do? Did he try to put the moves on you?

MARIA: I said I don't want to talk about it! Leave me alone!

Maria pushes Tony away and runs off.

ALEX (off screen): Hello, everyone. We're back.

Tony turns and sees Alex, Julie, Xon, and Carlos walk up onto the platform. Carlos makes eye contact with Tony then looks away.





INT. ABANDONED SUBWAY STATION/SLEEPING QUARTERS

Julie leads Xon over to one of several cots in a large barracks-like room.

JULIE: I'm sorry about the primitive living conditions, but space is pretty hard to come by around here.

XON: There's no need to apologize. When you've lived as a fugitive as long as I have, every offer of refuge is appreciated.

JULIE: Is that why you came to earth? To find a place to hide?

XON: Actually, I vowed to come here ever since I learned of the starchild. I understand you were quite close to her.

JULIE: Yes, I was.

XON: I envy you. I wanted so badly to meet her and witness her remarkable gift.

JULIE: You mean her powers?

XON: Yes. Others have had the gift, but their abilities paled in comparison.

JULIE: Does that include you? I couldn't help but notice your demonstration after we got off the shuttle.

XON: I'm empathic. I have the ability to link telepathically with others at the most intimate level.

JULIE: How common is that among your people?

XON: Actually, it's quite rare and mysterious. The gift has existed for as long as my people can remember, but has defied any scientific explanation. That may explain why it assumed such important spiritual significance.

JULIE: In what way?

XON: Those with the gift were believed to have reached a state of perfect enlightenment. They were regarded as the natural leaders of our people until the time of the great apocalypse.

JULIE: What happened?

XON: Hundreds of years ago, a lethal plague swept across our planet, bringing disease, famine, and death to millions upon millions. Living in a preindustrial society with only a rudimentary understanding of medicine, my people were helpless to stop it.

JULIE: How did they survive?

XON: They were aided by a group of extraterrestrials who called themselves the Umaari dissidents. They claimed their people were part of the Alliance.

JULIE: What do you know about the Alliance?

XON: Only what the Umaari dissidents told us. They said the Alliance regarded us as savages and ordered that we be left to die, but they broke from their own people and defied the Alliance.

JULIE: I don't blame them.

XON: It was the first contact my people had with beings from another world. They taught us many things which challenged our view of the universe and our place in it. Everything began to change at that point.

JULIE: How?

XON: My people developed a profound sense of inferiority which drove them to become worldly and materialistic. In less than a century, they developed an advanced space-faring society fueled by a massive military-industrial complex.

JULIE: That's quite an achievement in such a short period of time.

XON: But it was accompanied by frightening social upheavals which gave rise to new leaders who offered the people simple solutions. One of them was a very gifted student of mine until he grew disillusioned with the old ways and became obsessed with power. With the support of the military, he installed himself as the supreme leader and declared a new order.

JULIE: Joseph told me you were one of the first to speak out against him.

XON: Unfortunately, my words only induced him to eliminate his opponents, both real and imagined. Once that was accomplished, he pursued a course of rapid military expansion which drew us into a bitter conflict with the Umaari homeworld and then the Alliance.

JULIE: A war your people are still fighting.

XON:(nodding) At first, there were many victories, but those were followed by a series of devastating setbacks which forced our leader to turn to your planet. I believe he finally realized the error of his ways when he learned of the starchild, but by then, it was too late for him to stop the forces he set in motion.

JULIE: Then it's up to us to stop them.





INT. ABANDONED SUBWAY STATION/RESTROOM

Carlos stands over the sink, splashing water on his face. He looks in the mirror and sees Tony standing behind him. Carlos turns around, and Tony punches him in the face as hard as he can.

TONY: That's for Maria, you scaly son-of-a-bitch!

Carlos is unfazed by the blow, but Tony succeeds in hurting his pride. With inhuman strength, he grabs Tony, lifts him off the ground, and slams him against the wall.

TONY: That's right, tough guy! Show me what you got! First, you mess with my sister. What's next? You going to have me for dinner?

Coming to his senses, Carlos puts Tony down and lets go of him.

CARLOS: I'm sorry.

TONY: Tell that to Maria.

CARLOS: I would never harm her, Tony. I only wanted to scare her away.

TONY: Why?

CARLOS: Because I love her.

Carlos leaves Tony to ponder these words.





INT. PARRISH PENTHOUSE/DINING ROOM

Attended by servants, EDWARD, AMANDA, MATT, and CYNTHIA sit at the dining room table for Cynthia's farewell dinner. It is a somber occasion. Edward stands up with the aid of a cane.

EDWARD: Tonight, I want to pay tribute to a very special woman. It's not easy to express in words what her years of dedicated service have meant to me and my family other than to say that they have been a constant source of strength and comfort for all of us. Although her work here is finished, she will always be welcome as a member of the family. (turning to Cynthia) Thank you for everything, Cynthia. We will miss you.

CYNTHIA: I'm going to miss you of you, too.

EDWARD: And now, I want to give you a little something.

Edward takes a box out of his jacket pocket and hands it to Cynthia. She opens the box and takes out a gold brooch covered with precious stones.

CYNTHIA: (stunned) I don't know what to say. It's beautiful.

MATT: Put it on.

Cynthia wears the brooch.

CYNTHIA: Thank you for such a wonderful gift.

EDWARD: You deserve it.

The telephone rings. The butler walks in with a portable phone.

BUTLER: (to Edward) Sir, you have a call from Visitor headquarters.

EDWARD: Give it to me.

The butler hands the phone to Edward.

EDWARD:(into phone) Hello. (pauses) Uh-huh. (pauses) I understand. I'll be down there as soon as I can.

Edward hands the phone back to the butler.

AMANDA: Any news on Julie?

EDWARD: Not yet, but they want to talk to me about several possible leads. So I better go. (to Cynthia) I'm sorry to have to leave like this, Cynthia.

CYNTHIA: I understand, Mr. Parrish.

AMANDA: Should I come with you?

EDWARD: No. I'll have Matt take me.

Edward walks over to Cynthia and gives her a kiss on the cheek.

EDWARD: Good night, Cynthia. Remember to keep in touch.

CYNTHIA: I will.





INT. ABANDONED SUBWAY STATION/PLATFORM

CHRIS, GAIL, KATRINA, and MARTIN follow CORRINE up the stairs onto the subway platform where they are met by HAM and Alex.

ALEX: Welcome, chief. I'm glad to see you're up and about again.

CHRIS: Thanks, Alex. I hope you don't mind my family tagging along.

ALEX: Not at all. So what do you kids think of this place?

MARTIN: It's really neat.

KATRINA: It's dark and depressing. Do we really have to live here?

GAIL: It's only for a little while.

CORRINE: Come on. Once you get settled in, it'll start feeling like home in no time.





INT. UNDERGROUND PARKING GARAGE

The elevator door opens and Cynthia and Amanda walk out into an underground parking garage. Both are carrying packages.





INT. CAR

Two silhouetted figures sit in the front seat of a car. We see only the back of their heads. They watch Cynthia and Amanda through the front windshield. One of them turns on a radio.

AMANDA'S VOICE:(coming from radio) I'm sorry about this evening, Cynthia. I didn't want to make your last day feel like a funeral.

CYNTHIA'S VOICE:(coming from radio) There's no need to apologize, Mrs. Parrish.



INT. UNDERGROUND PARKING GARAGE

Amanda stops and faces Cynthia.

AMANDA: It's been a difficult week for me. Losing both you and Julie is almost too much to bear.

Amanda embraces Cynthia.

CYNTHIA: Please, Amanda, don't worry about Julie. She's all right.

Amanda looks at her earnestly.

AMANDA: Where is she, Cynthia? Please tell me.

EDWARD (off screen)Y es, Cynthia. I'd like to know as well.

Edward and Matt emerge from the shadows.

AMANDA: Edward, what are you doing here?

EDWARD: Following a lead although I didn't want to believe it would come to this.

Edward walks up to Cynthia.

EDWARD: Why, Cynthia? We let you into our home. We trusted you. How could you betray us?

CYNTHIA: Please, Mr. Parrish, I can explain.

EDWARD: Oh, I'm going to see to that.

ANGELA emerges from the shadows with a squad of shock troopers. Cynthia drops her packages and runs off.

AMANDA: Cynthia!

ANGELA:(to shock troopers) I want her captured alive.

Amanda turns to Edward as the shock troopers rush by.

AMANDA: Edward, you have to stop this. I'm begging you.



CUT TO:

CYNTHIA

Cynthia hides behind a support column, trying to catch her breath. She can see shock troopers coming in from all directions. She looks around and notices an exit several yards away which appears to be her only escape. She makes a desperate run for it.

SHOCK TROOPER: There she is!

With the troopers in pursuit, Cynthia runs in slow motion along a row of cars toward the exit. However, before reaching the exit, she darts out into the path of an oncoming car.



CUT TO:

AMANDA

While running after the shock troopers, Amanda hears a loud screeching sound followed by a thud. Amanda stops when she sees shock troopers massed around a car. One of the shock troopers keeps the car's driver at bay. Seeing Cynthia lying motionless on the ground in front of the car, Amanda gasps and covers her mouth. Edward comes up behind her. She turns to him and sobs.





INT. ABANDONED SUBWAY STATION - MORNING

Chris comes out of the restroom with a towel wrapped around his neck. Corrine comes running over to him.

CORRINE: Chris.

CHRIS: What's wrong, mama?

CORRINE: I went over to the house this morning, and there were Visitors all over the place.

CHRIS: What? Where's Cynthia?

CORRINE:(shaking her head) I don't know.





INT. POOL HALL

WASP is sitting at the bar when ROACH comes over with DUANE.

ROACH: Here he is, Wasp.

Wasp turns around.

DUANE: What's this about?

WASP: I want to talk to you about a woman named Cynthia Johnson. She's your mother, is she not?

DUANE: Yeah.

WASP: Were you aware of her involvement in the resistance?

DUANE: The resistance?

WASP: I'm afraid to report that she was gravely injured while attempting to elude capture. At the moment, she's being treated by our doctors.

DUANE: Will she be all right?

WASP: That depends on you. Are you involved with the resistance?

DUANE: No. Of course not.

WASP: Have you had any contact with the resistance?

Duane hesitates.

WASP: Don't lie to me. I'll find out the truth one way or another.

DUANE: They asked me to join once, but I turned them down.

WASP: I need you to find them and deliver a proposal on our behalf.

DUANE: I hardly think they'll trust me.

WASP: They will when they hear what we're offering.





INT. PARRISH PENTHOUSE/BEDROOM

Amanda is lying on the bed when Edward walks into the room. Amanda faces away from him.

EDWARD: Mandy, you can't stay in here all day. What's done is done.

AMANDA: Where's Cynthia?

EDWARD: The Visitors can't tell us right now.

Amanda turns toward him.

AMANDA:(pointedly) Why not?

EDWARD: Because it might jeopardize their efforts to get Julie back.

AMANDA: None of this would have happened if we hadn't gotten involved with them.

EDWARD: If it wasn't for the Visitors, we wouldn't have a roof over our heads. I wouldn't be standing here talking to you. We owe them a lot.

AMANDA: And we're paying for it. The price keeps getting higher and higher.

EDWARD: I can't talk to you.

Edward leaves the room.





EXT. RIVERSIDE HOMELESS CAMP

Duane enters a make-shift city of cardboard shacks. His presence does not seem to arouse much interest from the inhabitants who pretty much keep to themselves. While Duane scans the area, someone comes up behind him and taps him on the shoulder.

HAM (off screen): You looking for someone, sonny?

Duane turns around and faces a grimy-looking Ham Tyler who fits right in with the surroundings.

DUANE: We need to talk.

HAM: Then step into my office.

Ham invites him into a cardboard shack. Duane steps in, and Ham follows him.





INT. CARDBOARD SHACK

Duane and Ham sit down on two crates.

HAM: Okay. Spill your guts.

DUANE: The Visitors have my mother. They said she was working with the resistance. Is that true?

HAM: Yeah. What have they done to her?

DUANE: I don't know, but they said she's hurt real bad. They're offering to return her to you in exchange for someone named Juliet Parrish.

HAM: Really?

DUANE: I'll bring my mother. No more than two people from your side will bring Parrish. The exchange will take place at a location of your choosing. It's that simple.

HAM: A little too simple if you ask me.

DUANE: Listen, man, you got my mama into this mess. I expect you to get her out.

Ham mulls it over.

HAM: I'll have to discuss this with the others. When we come to a decision, I'll let you know.

DUANE: Don't take too long.

Duane gets up and leaves.





INT. ABANDONED SUBWAY STATION/MESS HALL

Julie, Ham, Alex, PAUL MAITLAND, Corrine, Chris, Gail, BRAD MORRISON, Carlos, Tony, BANDIT, Maria, and Xon sit around a table.

JULIE: As far as I'm concerned, we don't have any choice.

HAM: I still don't like it. It smells like a set up.

PAUL:(to Ham) For once, I have to agree with you. (to Julie) Don't do it, Julie.

CORRINE: Wait a minute. I know I'm not impartial when it comes to my daughter and grandson, but I can't believe Duane would use his own mother to lure us into a trap.

JULIE: My mind is made up. Cynthia was captured because of me. I have a moral obligation to do whatever I can to get her back.

HAM: In that case, I'm going with you.

CORRINE: I want to go too.

CHRIS: No, mama. It's too dangerous. I'll do it.

HAM: I agree with your son, Mrs. Johnson. I'm going to need someone who can back me up if anything goes wrong.

GAIL: Chris, why does it have to be you? Let someone else do it.

CHRIS: I can't, Gail. We're talking about my sister. I have to be there.

HAM: All right. Discussion time is over. We'll go ahead with the exchange.





INT. VISITOR HEADQUARTERS/RECEPTION ROOM

Edward is waiting in the reception room when Diana walks in.

DIANA: Hello, Mr. Parrish. I'm glad you could make it.

EDWARD: Is there any word on Julie?

DIANA: I'm very happy to report that she'll be back with you very soon. I have other good news for you, but I don't want to discuss it out here. Come with me.

Diana takes Edward by the arm and leads him out of the room.





INT. POOL HALL

Duane waits impatiently with the DUKE, DIAMOND, Roach, WICKED, and the other Overlords when Wasp walks in with a shadow trooper.

WASP: Is the resistance ready to make the exchange?

DUANE: They're ready. Where's my mother?

Wasp removes the shadow trooper's helmet to reveal "CYNTHIA."

DUANE: Mama?

"Cynthia" does not acknowledge him.

WASP: A pretty good likeness, isn't it?

DUANE: What's going on?

WASP: I'm afraid your mother didn't survive her injuries. This replacement will have to stand in for her.

Duane is silent.

WASP: Is something wrong?

DUANE: You'll never trick the resistance into trading Parrish for some imposter. They aren't stupid.

WASP: By the time they catch on, it won't matter anymore. (to "Cynthia") Remember, I want Parrish and at least one of her captors taken alive.

"CYNTHIA": (reverberating voice) Understood.

WASP: (to Duane) I want to thank you, Duane. With your help, we're going to deal the final blow to the resistance.





INT. WAREHOUSE

Duane enters an old warehouse with "Cynthia" who sits trance-like in a wheelchair with a blanket covering her lap. Ham, Julie, and Chris emerge from behind a stack of barrels and walk toward them.

CHRIS: Cynthia, are you all right?

"Cynthia" does not respond.

CHRIS: Oh, my God. What have they done to you?

Duane watches Chris approach and then looks down at "Cynthia" who gets ready to spring into action.

DUANE:(to Chris) Mama's dead! It's a trap! Get out of here!

"Cynthia" jumps out of the wheelchair with a plasma rifle. Duane grabs hold of her and the two struggle.

HAM:(to Chris and Julie) Let's go!

"Cynthia" lifts Duane into the air and throws him like a rag doll into a pile of boxes. She then turns toward Ham who takes out a .357 magnum and empties it in her direction, but the bullets bounce harmlessly off her energy shield. "Cynthia" then opens fire with her plasma rifle as Ham dives behind a wall of barrels marked "flammable." A plasma bolt strikes one of the barrels causing it to explode.







EXT. OLD WAREHOUSE - DUSK

Julie and Chris run out of a side exit where a delivery truck is parked. They hear a series of explosions from inside the warehouse.

JULIE: What's he doing in there?

Ham comes running out, slightly singed. Smoke pours from the exit.

HAM: Let's hit the road. This place is going to blow!

They jump into the truck and drive off.





INT. DELIVERY TRUCK/CAB

Julie sits between Chris and Ham who is driving. Suddenly, the inside of the cab is lit up by a thunderous explosion from the warehouse. Julie turns to Chris who looks on vacantly.

JULIE: I'm sorry, Chris. I'm so sorry.





INT. POOL HALL

"Cynthia" walks into the pool hall and dumps Duane, bruised and battered, in front of Wasp and the Duke.

WASP: Duane, Duane. You helped the resistance slip away. I'm so very disappointed.

DUKE: I always knew you were soft, Buckwheat.

DUANE:(to Wasp) Why didn't you leave me to burn in that warehouse?

WASP: Because we're not through with you...yet.

Two shadow troopers come over, pick Duane up, and haul him away.





INT. ELAINE JOHNSON'S HOUSE/LIVING ROOM

CHARLES JOHNSON stands in front of a liquor cabinet and pours himself a drink. Elaine comes in through the front door. Charles does not acknowledge her. Elaine walks over to him.

ELAINE: I heard about Cynthia. I'm sorry.

CHARLES:(sarcastically) How very touching.

Charles drinks the entire glass in one gulp.

ELAINE: What do you want from me, Charles? She should have known better. When you play with fire, you get burned.

Charles turns toward her.

CHARLES: You're really something.

ELAINE: What's that supposed to mean?

CHARLES: I wouldn't expect you to understand, seeing you're too busy sucking up to your...friends.

ELAINE: Spare me the self-righteousness. It doesn't mask your envy very well.

CHARLES: Don't start, Elaine.

ELAINE: Why? Can't accept the fact that I've been so successful while your so-called artistic career has limped along so miserably?

Charles goes back to the liquor cabinet and pours himself another drink.

ELAINE: Look at you. You're a sad, pathetic failure both as a man and a husband.

CHARLES: Leave me alone.

ELAINE: Go ahead. Drown yourself in booze and self-pity. I got more important things to do.

Elaine leaves Charles to drink alone.





INT. ABANDONED SUBWAY STATION/PLATFORM

Chris sits next to Corrine on a bench on the subway platform. Julie and Ham stand behind them.

CORRINE:(gravely) What happened to Duane?

CHRIS: We're not sure, but it's possible he died in the explosion.

CORRINE: I won't accept that without irrefutable proof. For all we know, he could still be alive.

HAM: If the lizards have him, he's as good as dead.

CORRINE: That's easy for you to say. (choked with emotion) The Visitors took my only daughter from me. I won't let them have her only child as well.

Corrine gets up and walks away.





EXT. AIRPORT

Diana, Elaine, and Edward stand on the tarmac with a squad of shock troopers as a Lear jet taxis over to them. On the tail of the jet is an emblem which resembles the American flag except that the stars have been removed from the blue field and replaced with the Visitor symbol. The jet comes to a stop and the door opens. Two soldiers come out and stand at attention as GENERAL CURTIS VAUGHN emerges dressed in a suit.

DIANA: Welcome back to New York, General.

VAUGHN: Thank you, Diana.

DIANA: I'd like you to meet Elaine Johnson, our world spokesperson.

Vaughn shakes Elaine's hand.

VAUGHN: Ms. Johnson.

ELAINE: General.

DIANA: And this is Edward Parrish.

VAUGHN: Ah, Mr. Parrish. The provisional government wants me to express its deep appreciation for the help you've given us and the Visitors.

Vaughn shakes Edward's hand.

EDWARD: I was glad to be of assistance, sir.

Vaughn puts an arm around Edward's shoulder.

VAUGHN: It's only the beginning, Mr. Parrish. We got big plans for you.





INT. ABANDONED SUBWAY STATION/COMMON ROOM

Julie, Ham, and Paul stand in front of a television.

ELAINE:(on television) It is with great pleasure that I announce the selection of New York City as the site of the Visitors' new capital. Today, the United States provisional government approved the city's redesignation as a special administrative district under the leadership of a newly-appointed governor, Mr. Edward Parrish.

A picture of Edward flashes on the television screen.

JULIE: I don't believe this.

Chris enters the room.

CHRIS: Has anyone seen my mother?

PAUL: Not recently. What's wrong?

CHRIS: She's disappeared. I'm worried that she might try something crazy.

HAM: Like trying to find her grandson. (to Chris) Come on.

Ham and Chris leave.





INT. RECEPTION HALL

A large American-Visitor flag hangs in a reception hall which is filled with humans and Visitors. Waiters walk among the crowd, carrying trays filled with glasses of champagne. In the center of the room, Diana, JUSTIN, and Angela walk over to Edward and General Vaughn.

DIANA: (to Edward) What happened to Amanda?

EDWARD: My son took her home. She wasn't feeling very well.

DIANA: I hope it's nothing serious.

EDWARD: I don't think so. It's just that she's been under a lot of emotional strain.

DIANA: I understand. I only wish our effort to recover Julie had been successful.

EDWARD: As do I.

DIANA: But I want to assure you that we haven't given up.

ANGELA: That's right, governor. We won't rest until we get your daughter back.

EDWARD: I appreciate that.(looking at his watch) I hope you'll excuse me, but I really should be getting home myself.

DIANA: Of course. (to Angela) Have a shuttle prepared for the governor.

EDWARD: I want to thank all of you for a truly unforgettable evening.

JUSTIN: It was our pleasure. Good night, governor.

Edward leaves with Angela.

VAUGHN: I think I'll be retiring as well.

JUSTIN: Before you go, general, I have something I'd like to give you.

Justin takes out a wooden case and hands it to Vaughn.

VAUGHN: What is it?

JUSTIN: Open it.

Vaughn opens the case and his face lights up.

JUSTIN: Something to add to your collection.

Vaughn looks over at him.

VAUGHN: Is this real?

JUSTIN: Of course.

VAUGHN: I don't know what to say.

JUSTIN: Words aren't necessary. Consider it a small token of our appreciation.





INT. SHIRLEY KING'S APARTMENT/LIVING ROOM

The front door slams and RON comes marching in. He is in a very bad mood.

RON: Damn it, woman, where are you?!

SHIRLEY (off screen): I'm coming, Ron. I'm coming.

SHIRLEY walks into the living room, dressed to the hilt.

SHIRLEY: How do I look?

RON: Like a hooker.

SHIRLEY: You mind telling me why I'm doing this?

RON: The Overlords got a very special client they want me to take care of.

Ron grabs her by the arm.

RON: Let's go. The other girls are waiting.





EXT. SIDEWALK - NIGHT

Ron and several armed Overlords look on as Shirley and a number of other women line up along the sidewalk. A motorcade comes around the corner and approaches them. At the center of it is a black limousine with darkly tinted windows. The streetwalkers turn on all their charm as the limo passes by. Shirley is less enthusiastic. The limo continues on and then stops. The front passenger door opens and a BODYGUARD gets out. He walks over to Shirley.

BODYGUARD: Come with me.

The bodyguard escorts her to the back door of the limo and opens it. Shirley gets inside, and the bodyguard closes the door behind her.





INT. LIMO

Shirley sits in the back seat as the limo begins to move. A shadowed figure sits in the seat across from her.

MAN'S VOICE: What's your name?

SHIRLEY: Candy.

MAN'S VOICE: I mean your real name.

SHIRLEY:(hesitating slightly) Shirley.

MAN'S VOICE: Hello, Shirley. I'm Curt.

The shadowed figure moves forward, revealing himself to be General Vaughn.





EXT. ALLEY

Corrine walks down what appears to be a deserted alley until she comes across Wicked who is relieving himself near a fire escape. Corrine is startled when she sees him. He turns around and appears to be either drunk or stoned.

WICKED: What you looking at?

CORRINE: I'm sorry. I was just passing through.

WICKED: Why is an old woman like you walking these streets alone at night?

CORRINE: I'm going to see the Duke.

Wicked laughs.

WICKED: I think he likes his broads a little younger.

CORRINE:(curtly) I'm looking for my grandson, Duane.

WICKED: You're a little late. The Duke let the Visitors have him.

CORRINE: Where did they take him?

WICKED: If you're nice to me, maybe I'll tell you.

He approaches Corrine. When she tries to run away, he grabs her by the arm and pushes her against the wall. They are now face to face.

WICKED: Come on. Give me a little sugar.

Corrine spits in his face. Enraged, he raises a fist.

WICKED: You old cow!

A hand grabs Wicked's wrist before he can hit her.

HAM (off screen) That's no way to talk to your elders.

Wicked spins around to face Ham and Chris.

WICKED: (to Chris) Hey, you're that cop.

CHRIS: Yeah.

Chris belts him in the face, and he slumps to the ground. Chris goes over to Corrine.

CHRIS: Mama, are you all right?

CORRINE:(nodding) I'm fine.

HAM: I don't want to break up this family reunion, but we better get the hell out of here.

CORRINE: (pointing to Wicked) We should take him with us.

CHRIS: That's out of the question.

CORRINE: Listen, he knows where Duane is and probably a lot of other things that might help us.

HAM: (to Chris) She has a point.





INT. CURTIS VAUGHN'S HOTEL SUITE/LIVING ROOM

Shirley steps in front a huge window with a breathtaking night-time view of Manhattan. While Shirley stares out the window, Vaughn stands at a wet bar, pouring a bottle into a glass.

VAUGHN: Can I get you something to drink, Shirley?

Shirley is not listening.

VAUGHN: Shirley?

Shirley snaps out of her trance and turns around.

SHIRLEY: What?

Vaughn holds up a glass.

VAUGHN: Something to drink?

SHIRLEY: No thank you. I'm fine.

The general walks over to her.

VAUGHN: Like the view?

SHIRLEY: It's beautiful.

VAUGHN: So are you.

Vaughn moves toward her and kisses her.





INT. ABANDONED SUBWAY STATION/HOLDING AREA

Ham, Alex, Chris, and Corrine stand around Wicked who sits unconscious tied up in a chair. His left eye is blackened. Ham passes some smelling salts under Wicked's nose. Wicked wakes up and struggles in vain to free himself.

ALEX: Give it up. You're not going anywhere.

WICKED: Where the hell am I?

HAM: Shut up. We ask the questions around here.

CORRINE: Where did the Visitors take Duane?

WICKED: I don't remember.

CHRIS: Listen, unless you start talking, I'm going to make that black eye into a matching pair.

WICKED: What the hell. They took him to a place called Area 34.

CORRINE: Where is that?

WICKED: Find out for yourself. I got nothing more to say.

HAM: Then I guess we're going to have to do this the hard way.

Ham rolls up his sleeves.

JULIE (off screen) Wait. Let Xon talk to him.

Everyone turns to Julie who walks into the room with Xon.

XON: I think I can get him to cooperate without resorting to violence.

ALEX: Be our guest.

Xon takes a chair and sits in front of Wicked.

XON: Do you have a name, my friend?

WICKED: Drop dead.

Xon makes direct eye contact with Wicked whose defiance seems to drain away.

XON:(to Wicked) There's no need to be difficult. We're all friends here. What's your name?

Wicked's eyes remained fixed on Xon's.

WICKED: They call me Wicked.

XON: That's much better. Do you mind if you and I talk for a little while?

WICKED: No. Go ahead.

XON: Thank you.





INT. CURTIS VAUGHN'S HOTEL SUITE/BEDROOM

Shirley wakes up in bed and turns over to see that Vaughn is no longer there. She reaches over to grab a robe and throws it on. She then gets up and walks over to a dresser and mirror where she does some quick primping. Looking down, she sees the wooden case sitting on the dresser. Her curiosity getting the better of her, she opens the case and finds an old revolver inside it.

VAUGHN (off screen) It's a gift from the Visitors.

Startled, Shirley looks up and sees Vaughn in the mirror. He stands behind her, wearing a bathrobe.

VAUGHN: So what do you think?

SHIRLEY: (shrugging her shoulders) It's a gun.

VAUGHN: The greatest man to ever walk the earth took his life with that gun. It happened inside a Berlin bunker at 3:30 p.m. on April 30, 1945.

Shirley quickly closes the case.

SHIRLEY: Oh.

VAUGHN: That day marked the beginning of mankind's great decline. I had lost all hope until the Visitors arrived. They've achieved what we could not. They are the true master race.





INT. ABANDONED SUBWAY STATION/MIKE'S HOLDING CELL

Paul is standing guard over Mike, who remains shackled in a chair, when Julie walks in with Ham and Xon.

PAUL:(to the others) So how did our other prisoner's interrogation go?

HAM: We got him to talk, but he couldn't tell everything.(referring to Mike) We're hoping he can fill us in on the rest.

PAUL: I wouldn't get my hopes up.

Julie walks over to Mike.

JULIE: Mike, what can you tell us about a place called Area 34?

Mike does not acknowledge her. He remains perfectly still.

JULIE: Mike?

PAUL: He's completely unresponsive. In fact, he hasn't moved since I came in here. Not a twitch or a blink.

Julie turns to Xon.

JULIE: Do you think you can get through to him?

XON: I'm willing to try.





INT. PEREZ APARTMENT/LIVING ROOM - NIGHT

There is a loud pounding on the front door. The light is turned on, and LORENZO PEREZ walks to the front door in a bathrobe. After looking through the peep hole, he unlocks the door and opens it for two SOLDIERS of the provisional government.

LORENZO: What's this all about?

FIRST SOLDIER: All residents in this neighborhood have been ordered to evacuate immediately.

LORENZO: Why?

FIRST SOLDIER: The Visitor Redevelopment Authority has slated the area for demolition.

Ana walks into the living room.

ANA: What's going on?

LORENZO: We're being evicted.

SOLDIER TWO: You're being relocated.

ANA: Where?

SOLDIER TWO: That will be explained to you later. Go and get dressed. We'll be leaving in ten minutes.

ANA: What about all of our things?

SOLDIER ONE: Those will be collected and sent to you.

ANA: This is crazy. How can you take people from their homes in the middle of the night?

SOLDIER TWO: We have our orders. If you won't come with us voluntarily, we're authorized to use force.

The soldiers show Lorenzo and Ana their rifles.

LORENZO:(to Ana) We better do as they say.





INT. ABANDONED SUBWAY STATION/MIKE'S HOLDING CELL

Xon sits in front of Mike while Julie, Ham, and Paul look on.

XON: I want to speak to Michael Donovan.

MIKE: Michael Donovan no longer exists.

XON: But he does. You are Michael Donovan.

MIKE: I am shadow trooper 9-4-6-4 of the 89th Combat Division.

XON: No. You are Michael Donovan of the resistance.

MIKE:(coldly) Shadow trooper unit 9-4-6-4...

XON:(struggling) Michael Donovan...

MIKE: of the 89th Combat Division...

XON: (faltering) of the resistance...

MIKE: (emphatically) Shadow trooper unit 9-4-6-4...

XON: (weakly) of the 89th Combat Division.

Julie grabs Xon and spins him around.

JULIE: Xon!

XON: Shadow trooper unit...

JULIE: You have to break the link! Do you hear me?! Break the link!

Julie shakes him out of his trance-like state. He slowly comes to his senses.

JULIE: Are you all right?

XON:(wearily) I think so.

JULIE: What happened?

XON: I've never experienced anything like it. His thought patterns are overwhelming. They aren't human.







EXT. PEREZ APARTMENT

The two soldiers lead Ana and Lorenzo out through the front door of their apartment. They join lines of other confused Barrio residents who are being herded into buses by provisional government soldiers.

ANNOUNCER: (over PA system) Please move along. There is no need for alarm. All of your questions will be answered when you arrive at the relocation center. Your patience and cooperation is appreciated.

Behind Ana and Lorenzo, a woman carries a little boy who is crying. Ahead of them stands a jittery man who looks around nervously. Suddenly, he breaks from the line and takes off running. A soldier spots him.

SOLDIER: Hey, you! Stop!

The man continues running.

SOLDIER: I said stop!

The soldier aims his rifle and opens fire on the fleeing man who falls to the ground. Bandit watches this while hiding behind a dumpster.





INT. ABANDONED SUBWAY STATION/MESS HALL

Julie sits at a table with Ham and Paul.

HAM: It's time to decide what we're going to do with Donovan. We can't keep him caged forever.

PAUL: What do you suggest? We just let him go?

HAM: There's another option. We could dispose of him... permanently.

JULIE: What?

HAM: It could be done very easily. A single shot to back of the head--

JULIE: You never cease to amaze me. I didn't think that even you would stoop to cold-blooded murder.

HAM: He's already killed one of our own people.

JULIE: You can't hold Mike responsible for that.

HAM: The Mike Donovan we knew doesn't exist anymore.

JULIE: You'll have to excuse me, but I'm not ready to write him off just yet.

HAM: That's because you're letting your feelings for him get in the way. You're thinking of yourself instead of what's best for him.

JULIE: Coming from a great humanitarian like you, that really hurts.

HAM: The real Mike Donovan would agree with me. He wouldn't want to go on this way.

JULIE: I guess I can't rationalize everything as easily as you can.

Julie gets up and leaves.





INT. ABANDONED SUBWAY STATION/COMMON ROOM - MORNING

On television: Charles Johnson shakes hands with Edward Parrish as Justin looks on and claps.

ELAINE (voice over): (on television) Governor Parrish has wasted no time getting down to work. This morning, he announced that the Charles Johnson studio has been commissioned to produce the official artwork series commemorating the upcoming Fourth of July celebration.

Maria is watching the television when Tony comes in with Bandit.

TONY: Maria, we got to talk. Mom and pop are gone.

Maria turns around.

MARIA: What do you mean they're gone?

TONY:(to Bandit) Tell her.

BANDIT: A bunch of soldiers came through the neighborhood last night and rounded up everybody. I saw them take your parents.

MARIA: Where did they take them?

BANDIT: I don't know.

MARIA: We have to tell the others.





INT. ABANDONED SUBWAY STATION/AREA OUTSIDE MIKE'S CELL

Julie peers in through the window of the door to Mike's holding cell.





JULIE'S POV - MIKE'S CELL

Chris keeps guard over Mike who continues to sit sphinx-like in his chair.





BACK TO SCENE

Paul walks over to Julie who still looks through the window.

PAUL: You're up awfully early.

JULIE: I couldn't get to sleep.

PAUL: Still worked up about last night?

Julie nods her head.

JULIE: I couldn't stop thinking about what Ham said. I guess part of me worries that he might be right.

Paul is quiet. Julie turns to him.

JULIE: What do you think?

PAUL: I'm not sure I'm the person to ask.

JULIE: Why not?

PAUL: Because the selfish side of me wouldn't mind having one less rival for your affections.

JULIE: Paul...

PAUL: Do you love Donovan?

JULIE: I don't know how many times I've asked myself that question.

Alex walks over to them.

ALEX: Sorry to interrupt, but you two better report to the mess hall. Something's come up.





INT. ABANDONED SUBWAY STATION/MESS HALL

Julie, Ham, Alex, Paul, Corrine, Shirley, Carlos, Brad, Tony, Bandit, and Maria sit around a table.

HAM:(referring to Bandit) From what our friend here tells us, it appears that the entire barrio is being sealed off and systematically cleared out.

SHIRLEY: Why?

CARLOS: To make way for our new settlement.

JULIE: How long would it take to remove everyone?

ALEX: That's hard to say. Perhaps a couple weeks at the most.

TONY: We can't sit by and let that happen. What are we going to do to stop it?

HAM: Nothing until we figure out what we're dealing with.

MARIA: By then, it might be too late. They already took my parents.

HAM: Listen, I'm sorry about your parents, but they're not our primary concern at the moment.

MARIA: They are to me.

Maria gets up and leaves. Tony follows after her.





INT. ABANDONED SUBWAY STATION/SLEEPING QUARTERS

His eyes closed in meditation, Xon sits on a cot while Carlos walks over to Tony.

CARLOS: Tony, where's Maria?

TONY: She went to find our mom and dad.

CARLOS: That's very dangerous. Why didn't you stop her?

TONY: Mind your own business. This is a family matter.

Tony leaves Carlos alone with Xon. Carlos looks over at Xon who continues to meditate with his eyes closed.

XON: I hope you're not going to just stand there and stare at me.

CARLOS: I'm sorry.

Xon opens his eyes.

XON: Come. Sit down and talk with me.

Carlos walks over and sits on the cot next to Xon.

XON: Why are you so distressed, my friend?

CARLOS: I think I've been around humans for too long.

XON: Why is that?

CARLOS: I've developed...feelings for one of them.

XON: That's nothing to be ashamed of.

CARLOS: But it's not natural. We're too different.

XON: Love in its purest form transcends all distinctions. Do you feel only physical attraction toward this human?

CARLOS: Actually, I never found humans to be particularly appealing in that sense.

XON: I must admit that they take some getting used to. How does this human feel about you?

CARLOS: She loved only my human form. When she saw me as I really am, she was repelled.

XON: That's unfortunate.





INT. CHARLES JOHNSON'S STUDIO/GALLERY - NIGHT

Charles Johnson's gallery is filled with humans and Visitors. Charles talks to a couple in front of a painting depicting a human woman and male Visitor holding up a fluttering American-Visitor flag. He does not notice Maria walk in through the front door. She walks over to him.

MARIA: Hello, Charles.

Charles turns around.

CHARLES: Maria, what are you doing here?

MARIA: I have to talk to you. It's real important.

CHARLES: All right.

Charles turns back to the couple.

CHARLES: Please excuse me.

He turns back to Maria.

CHARLES: Let's go upstairs.





INT. CURTIS VAUGHN'S HOTEL SUITE/LIVING ROOM

Shirley gives Vaughn a neck massage as he sips a glass of scotch.

VAUGHN: Ah... That feels good.

SHIRLEY: You're awfully tense. Problems at the office?

VAUGHN: You could say that. The evacuation of Spanish Harlem has become a logistical nightmare. The Visitors are insisting that it be finished before July 4th.

SHIRLEY: What's going to happen to all those people?

VAUGHN: They're being sent to a relocation center.

SHIRLEY: Area 34?

Vaughn turns around.

VAUGHN: How did you know that?

SHIRLEY: Honey, everyone on the streets knows about it. Sorry I brought it up. I was only trying to make conversation.

VAUGHN: I'm not interested in conversation tonight.

Vaughn takes her hand and kisses it.





INT. CHARLES JOHNSON'S STUDIO/UPSTAIRS APARTMENT/LIVING ROOM

Maria walks into the living room as Charles closes the front door.

MARIA: I know I shouldn't be here.

Charles follows her into the living room.

CHARLES: I'm glad you came back, Maria. I've missed you.

MARIA: Looks like you've managed all right without me.

CHARLES: Things haven't been the same since you left.

Maria turns toward him.

MARIA: Charles, I need your help.

CHARLES: What's wrong?

MARIA: Everyone in the barrio is being removed. They already took my parents. I want them back.

CHARLES: What do you want me to do? I'm just an artist.

MARIA: But you know lots of important people. You could ask them to return my parents. I'm sure they'd listen to you.

CHARLES: You overestimate my influence.

MARIA: Please...you have to try. You're my only hope of ever seeing them again.

Tears stream down Maria's cheeks.

CHARLES: I'll do whatever I can. I promise.

Maria hugs him.

MARIA: Thank you, Charles.

Elaine walks into the room and sees them embracing.

ELAINE: What's going on?

Charles and Maria quickly disengage.

CHARLES: Elaine, I can explain.

ELAINE: Damn you, Charles. I go out of my way to salvage your career, and how do you repay me? By running back into the arms of your little harlot!

MARIA: It's not what you think, Mrs. Johnson. I only came to ask Charles for his help in getting my parents back.

ELAINE: You want to see your parents? I can arrange that.

Two shock troopers come into the room.

ELAINE: (to the shock troopers) Take her to her parents.

The shock troopers walk over, grab Maria, and haul her away.

CHARLES: (to Elaine) Elaine, don't do this.

ELAINE: Save your breath, Charles. Your pleas are wasted on me.





INT. NEW YORK MOTHERSHIP/GRAVITY DRIVE CHAMBER/UPPER LEVEL

Phillip walks along a catwalk high above rows of massive pipelines which service the Mothership's gravity drive.





INT. NEW YORK MOTHERSHIP/GRAVITY DRIVE CHAMBER/LOWER LEVEL

Joseph walks between two huge elevated pipes. The constant humming of the gravity drive fills the air. Seeing a shock trooper approach him, he takes out a hand-held device and begins scanning the pipeline to his right. The shock trooper walks over to him.

SHOCK TROOPER: What are you doing?

JOSEPH: I'm scanning the area for environmental contamination. Has anyone down here reported any unusual physical symptoms?

SHOCK TROOPER: No. Why?

JOSEPH: No need to worry. It's only a routine inspection.

Phillip walks over to them.

PHILLIP: Is there a problem over here?

SHOCK TROOPER: No, sir.

PHILLIP: Then carry on and let the medic do his job.

The shock trooper walks off. Phillip follows Joseph along the pipeline which is covered with markings. They stop when they reach one in particular. After looking around, Phillip directs Joseph to duck underneath the pipe and follows after him.





INT. NEW YORK MOTHERSHIP/GRAVITY DRIVE CHAMBER/ALCOVE BEHIND PIPELINE

Julie, Alex, and Carlos watch as Joseph and Phillip emerge from underneath the pipe.

ALEX: (to Phillip) It's about time. This place is making me claustrophobic.

PHILLIP: I'm sorry, but meeting like this is extremely dangerous for all of us. I hope it's important.

JULIE: What can you tell us about Area 34?

PHILLIP: Very little other than it's run by the Shadow Guard.

JOSEPH: Frederick, our chief scientist, has a laboratory there as well, but I'm afraid that's all I know.

PHILLIP: Why are you so interested?

ALEX: A lot of people are being sent there. We want to find out what's happening to them even if it means going there ourselves.

PHILLIP: You can't just walk into a Shadow Guard stronghold. It'd be suicidal.

JOSEPH: I agree. You have no idea what you'd be up against.

ALEX: We know more than you think. We captured a live shadow trooper and have been studying him.

PHILLIP: You're joking.

JULIE: He's quite serious. This shadow trooper used to be one of us. We're hoping to reverse what was done to him. (to Joseph) Is that possible?

JOSEPH: No. Once the neurotransmitter is activated, it can't be removed.

JULIE: I won't accept that.

JOSEPH: Believe me, I know what I'm talking about. I've performed the procedure hundreds of times.

JULIE: How could you be a part of something like that?

JOSEPH: Like my parents, I've had to lead a double life: Doing the leader's bidding in order to survive and preserve the old ways for future generations.

PHILLIP:(contemptuously) You claim to cherish peace while you help to perpetuate the Leader's tyranny.

JOSEPH: The irony of that isn't lost on me.





INT. ABANDONED SUBWAY STATION/SLEEPING QUARTERS

Brad is sleeping when Tony comes over and shakes him.

TONY: Hey, man, wake up.

Brad rolls over and faces Tony.

BRAD: What do you want?

TONY: Something happened to Maria.

Brad sits up.

BRAD: What are you talking about?

TONY: She left last night to try to get our parents back.

BRAD: And how did she plan on doing that?

TONY: She was going to talk to that old flame of hers... Charles.

Brad gets up and grabs his shirt.

BRAD: I swear your sister has a real knack for getting herself into trouble. If Lisa were here...

Brad becomes silent as he buttons his shirt.

TONY: I know.





INT. POOL HALL

Overlords empty boxes of loot onto a pool table while Diamond sorts through a pile of jewelry. He examines a necklace and then tosses it away.

DIAMOND: Most of this is a bunch of worthless junk.

Roach picks up a statue of the Virgin Mary. Something jingles insides it. He breaks the statue on the side of the table. Coins and money spill out of it.

ROACH: But not all of it.

Roach holds up a large wad of bills. The Duke walks by and grabs the money.

DUKE: I'll take that.

The Duke walks over to the bar where Wasp is sitting next to MAGGOT who is counting large piles of money.

DUKE: What's our haul so far?

MAGGOT: Over seventy-three thousand dollars, Duke, and still counting.

DUKE: Here's some more.

The Duke tosses the wad of bills to Maggot and sits on the other side of Wasp.

WASP: I hope you're finding the arrangement satisfactory. We wouldn't want to take your turf without just compensation.

DUKE: Sorting through all the stuff that was left behind is going to take a while.

WASP: You'll have at least two weeks before the evacuation of the barrio is complete. That should be plenty of time.

An OVERLORD walks over to the Duke with Wicked.

DUKE: Well, well. Look what the cat dragged in. What happened to you?

WICKED: I don't know. Everything's sort of a blur.

OVERLORD: He was passed out behind a dumpster.

The Duke walks up to Wicked and punches him in the stomach. Wicked doubles over and drops to the ground.

DUKE: You know the rules. I don't care if my boys get wasted as long as it's not on my time.

WICKED: Sorry, Duke.

DUKE: Go and get yourself cleaned up. We got work to do.

The Duke walks away as Wicked struggles to get up.





INT. ABANDONED SUBWAY STATION/MESS HALL

Sitting at the table, Gail and Shirley watch as JIMMY follows MARTIN around like a shadow. Martins turns around, and Jimmy stops.

MARTIN: (to Jimmy) Stop following me.

JIMMY: I'm not following you.

MARTIN: Yes, you are. (to Gail) Mom, tell him to leave me alone.

GAIL: Don't be such a grouch, Marty. He just wants a little attention.

SHIRLEY:(to Martin) You're like the big brother he never had.

Martin runs out of the mess hall. Jimmy tries to run after him, but ends up bumping into Ham as he walks in.

HAM:(sternly to Jimmy) Hey, look where you're going.

Jimmy turns tail and runs to Shirley.

JIMMY: Mommy, it's the boogey man!

Ham walks over to them.

HAM:(ominously) Better watch out. The boogey man doesn't like little kids who get in his way.

Jimmy grabs Shirley.

GAIL:(to Ham) I see you have a real rapport with children.

HAM: As far as I'm concerned, they should be neither seen nor heard. We're not running a day care center.

SHIRLEY: Lighten up a little. Even you were a kid once upon a time.

GAIL: What was your childhood like, Mr. Tyler?

HAM: Short.

Chris and Xon walk into the mess hall.

CHRIS: Mission accomplished.

Gail walks over to Chris and kisses him on the cheek.

GAIL: Welcome back.

HAM:(to Chris) Did they find him?

CHRIS: Of course.

HAM: I still have some real doubts about this plan. (to Xon) Are you sure it'll work?

XON: It's the first time I've attempted this with a human, but I think he'll come through for us.







INT. BASEMENT

SPADE is sitting next to a large metal door when he hears three knocks. He gets up, walks over to the door, and looks through a peep hole. He then proceeds to undo several locks on the door and opens it for Wicked.

SPADE: It's about time you showed up. I was getting tired of doing double duty because of you.

WICKED: Sorry, man. I owe you one.

SPADE: Damn right. I'll catch you later.

Spade leaves and Wicked closes the door behind him.





EXT. STREET CORNER - NIGHT

Ham watches from around the corner of a building as Spade walks across the street and disappears. Ham turns to Xon, Chris, Paul, Brad, Tony, Bandit, and a number of other gang members who are lined up next him.

HAM: All right. Let's move out.





INT. BASEMENT

Wicked is sitting next to the door when he hears three knocks. He gets up, walks over to the door, and looks through the peep hole. Suddenly, he falls into a trance, unlocks the door, and opens it. Xon walks in and stares at him hypnotically.

XON: Have a seat, my friend. You look very tired.

Wicked sits back down.

XON: At the count of three, you're going to fall into a deep sleep. When you wake up, you won't remember any of this. Understand?

Wicked nods his head.

XON: Very good. Then let's begin. One... Two... Three.

Wicked's eyes close, and he falls asleep. Xon walks over to the door and signals. Ham, Chris, Paul, Brad, Tony, Bandit, and the other gang members begin to file inside. They walk over to racks of plasma rifles which fill the basement.

HAM: Grab as many as you can. There's no coming back for seconds.

Everyone starts removing rifles from the racks. Ham looks at Wicked who is fast asleep.

HAM:(to Xon) Looks like you didn't have much trouble with him.

XON: A weak mind is very susceptible to suggestion.





INT. ABANDONED SUBWAY STATION/COMMON ROOM

The entire resistance has assembled including Julie, Ham, Alex, Paul, Chris, Corrine, Gail, Tony, Brad, Carlos, Bandit, and Xon. Ham is dressed in a shadow trooper uniform, Carlos is dressed in the uniform of a Shadow Guard security officer, and Xon is dressed in a medic's uniform.

HAM: I've been put in charge of assembling the infiltration team that will go to Area 34. It will consist of seven members including myself. I have already chosen three of them. The first is Hale because he's a trained professional. The other two are the lizards... I mean the Visitors because they'll blend in the most easily. The remaining three will be volunteers. I don't have to tell you that this mission is extremely dangerous. There's a good chance that no one will come back alive.

TONY: I don't care. They got my parents and maybe Maria too. I'm coming with you.

HAM: All right. I need two more.

CORRINE: I'm going too.

CHRIS: Mama, have you lost your mind?

ALEX: With all due respect, ma'am, an elderly woman such as yourself--

CORRINE: Don't patronize me. I know how to take care of myself. Besides, I have to find my grandson.

CHRIS: Let me go instead.

CORRINE: Not this time, Chris. You got a wife and two kids who need you.

GAIL: I know it sounds selfish, but I don't want you to go either.

HAM:(to Chris) I have to agree. We need you to stay behind and take charge in case none of us makes it.

CHRIS: That's three strikes so I guess I'm out.

CORRINE: Which means I'm in. I won't take "no" for an answer.

HAM: All right. Mrs. Johnson is number six.

JULIE: And I'll be number seven.

PAUL: Why?

JULIE: I owe it to Cynthia to help find her son.

PAUL: Then I'm coming with you.

HAM: (to Paul) There's no more room. All the seats have been taken.

CHRIS: I need you here with me, Paul. I can't run things by myself.

HAM: Okay, people, the team is chosen. We leave at 2200 hours.





EXT. 125th STREET RAILROAD STATION/PARKING LOT - NIGHT

Barrio residents disembark from buses and are herded by provisional government troops toward the train station. They are joined by Carlos and Xon followed by Julie, Alex, Corrine, and Tony who are in handcuffs. Ham takes up the rear, disguised as a shadow trooper and armed with a plasma rifle. A SOLDIER approaches them.

SOLDIER: Identify yourselves.

CARLOS: I'm with the Shadow Guard security division. I have four special prisoners requiring immediate transfer to Area 34.

SOLDIER: We were never informed of this.

CARLOS: The Shadow Guard doesn't have to inform anyone of anything. This is very sensitive matter. If you interfere, I can have you arrested on the spot.

SOLDIER:(defensively) Come with me. I'll see that you make the next train.





EXT. 125th STREET RAILROAD STATION/PLATFORM

Provisional government troops direct lines of barrio residents onto a waiting train. The soldier cuts through the crowd with Carlos, Xon, Julie, Alex, Corrine, Tony, and Ham following closely behind him.

SOLDIER: Step aside please.

The soldier walks up to a SECOND SOLDIER who stands at the door to one of the passenger cars.

SOLDIER:(to second soldier) These prisoners have to board immediately.

SECOND SOLDIER: It'll be a tight squeeze, but I think we can fit them in.

CARLOS:(to soldier) Thank you. Your cooperation is noted.

Carlos and the others board the train. The second soldier closes the door behind them. The train then leaves the station.





EXT. RAILROAD STATION NEAR AREA 34/PLATFORM - NIGHT

The train pulls into a railroad station where shadow troopers stand guard. The doors to the passenger cars open, and Barrio residents begin filing out. A recorded reverberating male voice repeats the same message over a loudspeaker.

MALE VOICE:(over loudspeaker) Welcome to the terminal station for Area 34. Please proceed down the platform to the reception area where you will begin the relocation process. Thank you for your cooperation.

Carlos, Xon, Alex, Tony, Julie, Corrine, and Ham emerge from the train and follow the others to the bottom of the platform where a MEDIC and two ASSISTANTS quickly screen the barrio residents. The medic looks at a WOMAN carrying a baby.

MEDIC:(mechanically) Female human with infant. Code Omega.

One of the assistants punches something into a hand-held device.

MEDIC:(to woman) Proceed to your left.

The woman looks back at a MAN behind her.

MEDIC:(to woman) Move along please.

The man nods at her and she takes her baby and walks off to the left. The medic looks at the man.

MEDIC: Male human in satisfactory condition. Code Alpha.

The assistant again punches something into his hand-held device.

MEDIC:(to man) Proceed to your right.

MAN: But that was my wife and baby. I want to be with them.

MEDIC:(impatiently) You'll be reunited later. Move along.

A shadow trooper walks up to the man and escorts him off to the right. Xon walks up to the medic.

MEDIC: Who are you?

XON: I have special prisoners for Frederick. They require immediate delivery.

Xon stares intensely at the medic who falls under his spell.

MEDIC: Of course. I'll have one of my assistants see to it personally.







EXT. AREA 34/ENTRANCE GATE

A force field is lowered to allow a convoy of trucks to proceed through the entrance gate of Area 34 which was once an abandoned industrial site. Carlos, Xon, Alex, Tony, Julie, Corrine, Ham, and the assistant ride in an open bed on one of these trucks.





EXT. AREA 34/BUNKER ENTRANCE

The truck carrying Carlos, Xon, Alex, Tony, Julie, Corrine, Ham, and the assistant comes to a stop in front of a bunker-like structure. The assistant steps down from the bed of the truck.

ASSISTANT:(to the others) Follow me please.

The assistant walks over to the bunker while the others get down from the truck. About several hundred yards away, they see a convoy of trucks pull up to a large building which resembles a warehouse. Under the watchful gaze of shadow troopers, Barrio residents are unloaded from the trucks and herded into the building. Ham lifts the visor on his helmet.

HAM:(whispering) We should split up.(referring to Tony and Carlos) I'll take these two and check out that building over there. The rest of you go with the lizard.

ALEX: All right. Good luck.

Ham, Tony, and Carlos leave. Xon, Alex, Julie, and Corrine join the assistant in front of the bunker.

ASSISTANT:(to Xon)Where are the others?

XON: There aren't any others. Shall we proceed?

ASSISTANT: Of course.

The medic places a metallic key into a slot next to the door of the bunker, and the door slides open.

ASSISTANT: After you.





INT. AREA 34/ELEVATOR

The door closes behind the assistant who joins Xon, Julie, Alex, and Corrine inside the elevator.

ASSISTANT: Computer: Sublevel 10.

The elevator descends rapidly. Seconds later, the door opens, and they walk into a huge corridor.





INT. AREA 34/SUBLEVEL 10/CORRIDOR

Xon, Julie, Alex, and Corrine follow the assistant down the corridor and past a door. Xon stops.

XON: (to assistant) Where does this lead?

ASSISTANT: It's just a maintenance closet.

Xon glances at Alex.

XON:(to medic) Show us.

The assistant opens the door, and the others follow him inside.





EXT. AREA 34/ASSIGNMENT CENTER

Carlos, Tony, and Ham follow a line of predominantly male Barrio residents as they are herded by shadow troopers into the large warehouse-like building.





INT. AREA 34/ASSIGNMENT CENTER

Carlos, Tony, and Ham walk among a large mass of Barrio residents, mostly men, which fill the inside of the building. A hand reaches out and grabs Tony.

LORENZO (off screen): Antonio?

Tony turns and sees that it is Lorenzo.

TONY: Yeah, pop, it's me. Where's mom?

LORENZO: I don't know. We got separated at the train station. Why are you here?

TONY: To find you and mom. They got Maria too. Have you seen her?

LORENZO: No. It was crazy for you to come here. What were you thinking?

Tony becomes irritated at this. Carlos intervenes.

CARLOS:(to Lorenzo) He volunteered to help us. We're going to get you and the others out of here. (to Tony) Stay here and get the others ready while we set things up.

LORENZO: What are you going to do?

CARLOS: It's a surprise.





INT. AREA 34/SUBLEVEL 10/CORRIDOR

The door to the storage area opens and Xon, Alex, Julie, and Corrine walk out. Alex is dressed in the assistant's uniform.

ALEX:(whispering to Xon) How long will he be out?

XON: Long enough.

The four of them continue down the corridor where they pass other medics. Up ahead, FREDERICK and Diana walk toward them.

DIANA: I want to thank you for taking the time to give me a personal tour, Frederick.

FREDERICK: The honor is all mine, Diana. It's not often that the military expresses much interest in our work.

DIANA: I'm afraid most of them are too unimaginative to appreciate it.

Xon, Alex, Julie, and Corrine quickly duck through a door before they are spotted.





INT. AREA 34/SUBLEVEL 10/LABORATORY

Xon, Alex, Julie, and Corrine find themselves in a darkened room.

ALEX: Where the hell are we?

XON: I think I found the control for the lights.

The lights come on, and they find themselves in the middle of a taxidermist's nightmare. One wall is lined with perfectly preserved human heads representing the entire racial spectrum while a row of skeletons hangs along another. The entire place resembles a grotesque trophy room. Corrine stares in shock at the severed heads.

CORRINE: Good lord... are these real?

Julie looks at them.

JULIE: I'm afraid so.

Alex walks over to a row of clear cylinder-shaped vats at the other end of the room. Each is filled with a bubbling, opaque liquid. Alex sees a dark shape floating inside one of them and tries to get a closer look. Suddenly, the dark shape reveals itself to be a badly decomposed body. The last remnants of flesh dissolve off its bones.

ALEX: Christ!

Alex backs up and bumps into something behind him. He turns around and sees a draped gurney. He uncovers it to reveal the head and torso of a WOMAN encased inside hideous-looking machinery with wires and tubes running from it. The woman--or what is left of her--is pale as a ghost. Her hair has been shaved off and her eyes are closed. As Alex studies her, her eyes suddenly fly open. Her pupils are totally white.

WOMAN: Who's there?

Her eyes do not focus on Alex. She is obviously blind.

ALEX:(to the others) Get over here. Quickly!

The woman is surprised to hear a human voice.

WOMAN: (desperate) You're human, aren't you?

ALEX: Yes.

Julie, Xon, and Corrine join Alex.

WOMAN: Oh, God... how I prayed for this.

ALEX: How long have you been here?

WOMAN: I don't remember anymore. They did so many things to me...and to the others. I can still hear their screams. Those terrible screams.

She begins to cry.

ALEX: We're going to get you out of here.

WOMAN: No. It's too late for that.

JULIE: We can't leave you here.

WOMAN: Kill me.

They hestitate. The woman becomes hysterical.

WOMAN: For the love of God! End this nightmare! I beg you!

Alex grabs the tubes and wires and pulls them out wildly. The woman gasps.

WOMAN:(with her last breath) Thank you...

She dies. The front door opens and a MEDIC enters with two ASSISTANTS.

ALEX:(to Julie and Corrine) Hide.

Julie and Corrine disappear around a corner.

MEDIC:(to Alex and Xon) What are you two doing here? Frederick and Diana and expecting us in the main lab. (to the assistants) I want this place ready in case Frederick brings Diana through here. (to Alex and Xon) Come on. We don't want to be late for the demonstration.

Alex and Xon reluctantly leave with the medic. The two assistants walk through the lab until they see two draped gurnies in the corner. The first assistant lifts the drapes, revealing Corrine and Julie lying underneath.

FIRST ASSISTANT: Who left these here?

SECOND ASSISTANT: We better take them down to storage.





EXT. AREA 34/CHEMICAL TANKS

Ham and Carlos walk on catwalk which runs along a number of large chemical tanks. Ham raises the visor on his helmet and studies one of the tanks.

HAM: This is too good to be true.

CARLOS: What is it?

HAM: This place used to be a goddamn nitroglycerin plant. Talk about making our job easy.

Ham reaches inside his uniform, pulls out a slab of plastic explosive, and slaps it on the tank.

CARLOS: You think that's a good idea?

Ham presses a detonator into the explosive.

HAM: It's sure to get their attention. Move out and set your charges. I'll meet you at the rendezvous point in 30 minutes. Don't be late.

Carlos leaves Ham behind and continues walking along the catwalk. Below, he can see trucks carrying women, children, and the elderly toward another building off in the distance.





INT. AREA 34/SUBLEVEL 10/HOLDING PEN

Alex and Xon follow the medic through a large room which reverberates with the howls and screams of hundreds of caged beasts. Some of them bear a vague resemblance to earthly life forms while others appear completely alien. As they walk further, they pass a raised opening in the floor which is covered by a lattice of metal bars. Alex peers into the opening and sees only a dark shaft. A moaning sound echos from the depths below.

MEDIC: Sounds like Frederick's favorite pet is getting hungry.

They come to a large doorway and walk through it.





INT. AREA 34/SUBLEVEL 10/MAIN LABORATORY

The Medic, Alex, and Xon enter a large chamber filled with exotic equipment. They proceed to the middle of the room where the entire medical staff is gathered around a circular platform. Frederick and Diana enter the chamber to thunderous applause.





INT. AREA 34/SUBLEVEL 10/STORAGE ROOM

The two assistants wheel the gurnies into the corner of a large refrigerated room. The walls are lined with cylindrical chambers containing frozen humans.

FIRST ASSISTANT: Let's just leave them here for now. We can always come back later.

The two leave and close a large metal door behind them. Julie removes the cover and gets off the gurney.

JULIE: It's all clear, Corrine.

Corrine removes the cover and gets up. She follows Julie past the frozen humans.

CORRINE: These poor people.

JULIE: You see Duane anywhere?

CORRINE: No. Thank God.

They walk over to the metal door. Julie tries unsuccessfully to open it.

JULIE: It's locked.

Corrine rubs her arms.

CORRINE: I'm freezing. We won't last long in here.

Julie looks around and walks over to a grille set in the wall. Cold air blows out of it. She moves a gurney over to the wall and gets on top of it. She pulls on the grille and it swings open, revealing a ventilator shaft beyond. She looks down at Corrine.

JULIE: This looks like the only way out.

CORRINE: You think I'll fit?

JULIE: It's big enough. Give me your hand.







INT. AREA 34/SUBLEVEL 10/MAIN LABORATORY

Diana stands with Frederick at the center of the platform as Alex and Xon look on with the rest of the medical staff.

FREDERICK: Diana, I want to welcome you to the heart of our facility. Immediately below us is the central core which provides the vast amounts of energy required for our most important research. With your permission, I shall proceed with a demonstration.

DIANA: By all means.

A MEDIC walks over with a golden retriever on a leash.

FREDERICK: I've decided to use this animal which I understand is a popular human pet.

DIANA: Man's best friend.

Frederick pets the dog who wags its tail enthusiastically.

DIANA: It likes you.

FREDERICK: Once you gain its trust, its loyalty is complete and unconditional.

Frederick takes a bowl and places it in front of the dog who starts drinking from it.

FREDERICK: Good boy.

The medic takes the dog's leash and fastens it to the floor of the platform.

FREDERICK: Diana, if you'll come with me please.

Diana follows Frederick and the medic as they walk off the platform and step behind a computer console.

FREDERICK: (to medic) Activate containment screen.

The medic flips a switch on the console and a blue field descends. The dog looks up.

FREDERICK:(to medic) Initiate primary sequence.

The medic activates another switch, and a round section of the platform where the dog is standing begins to descend into a glowing pit. Alarmed, the dog starts barking and tugs at its leash before dropping out of sight.

FREDERICK:(to medic) Energize.

The glow from the pit grows steadily brighter. The dog's barking becomes a desperate howl.

FREDERICK:(to medic) Increase to full power.

The glow from the pit becomes bright as the sun. The dog's howling becomes increasingly distorted until it is unrecognizable.

FREDERICK: That's enough. Cycle down and bring it back up.

As the glow diminishes, something large rises up from the pit. A hulking, hideous-looking dog-thing steps forward, panting heavily. Its feral eyes remain locked on Diana and Frederick.

DIANA: Incredible.

FREDERICK: As you can see, the creature's consumption of mutagenic compounds and exposure to intense radiation has allowed us to radically alter its genetic makeup.

Suddenly, the dog-thing lets out a blood-chilling howl and charges straight for Diana and Frederick. Startled, Diana steps back before the creature slams into the energy field surrounding the platform, stopping it dead in its tracks.

FREDERICK:(to Diana) It's all right. We're quite safe.

Momentarily dazed, the dog-thing regains its senses. It runs around wildly and roars at its captors.

FREDERICK:(proudly) My effort to unleash its predatory instincts was quite successful, don't you think?

MEDIC: Shall I release the anesthetic gas?

FREDERICK: Very well.

The medic activates a switch on the console, and streams of gas shoot up from the platform floor. At first, this makes the beast only more agitated. However, as the gas kicks in, its movements become more labored and awkward until it finally collapses to the floor.

FREDERICK:(to medic) Have it prepared for further examination while I take the supreme commander on the final leg of her tour.





INT. AREA 34/SUBLEVEL 10/VENTILATOR SHAFT

Julie follows Corrine as they crawl along the inside of the ventilator shaft. Suddenly, screams echo down the shaft. Corrine stops.

CORRINE: What was that?

JULIE: It came from up ahead. We better keep moving.

Corrine takes a deep breath and continues crawling.







INT. AREA 34/ASSIGNMENT CENTER

Tony and Lorenzo watch as Shadow Guard security officers and shadow troopers round up a group of men and lead them away.

LORENZO: (to Tony) Your friends better hurry up. Time is running out for us.





INT. AREA 34/SUBLEVEL 10/LIFE FORCE EXTRACTION CHAMBER

Bathed in brilliant white light, WIZARD moans and writhes in agony inside a glassy cylindrical chamber which draws waves of energy from his body. A MEDIC sits behind a computer console, watching a monitor which shows the young man's dying aura as his life force is drained away.

FREDERICK (off screen): Most remarkable. The extraction process never took this long with the others.

The camera pans to show Frederick and Diana standing behind the medic. No one in the room notices two faces peering into the room from behind a ventilator grille in the wall.





INT. AREA 34/SUBLEVEL 10/VENTILATOR SHAFT

Julie and Corrine watch from behind the ventilator grill.

DIANA'S VOICE: Where is the energy stored?

FREDERICK'S VOICE: Over here.

Something catches Julie's attention.





JULIE'S POV - ENERGY CRYSTALS

Diana and Frederick walk over to a counter lined with familiar sphere-shaped crystals. One by one, they begin to glow.

FREDERICK: As you can see from the crystals, this human has a very strong life force.





BACK TO SCENE

Corrine looks over at Julie who realizes the awful truth about her father's miraculous recovery.

MEDIC'S VOICE: Sir, the subject's life readings are falling off sharply.

FREDERICK'S VOICE: Remove him.





INT. AREA 34/SUBLEVEL 10/LIFE FORCE EXTRACTION CHAMBER

Diana and Frederick watch as two medical technicians remove Wizard from the chamber.

DIANA: Is he still alive?

FREDERICK: His body retains trace amounts of residual energy which will allow him to linger a while longer.





INT. AREA 34/SUBLEVEL 10/VENTILATOR SHAFT

Corrine and Julie continue to look through the ventilator grille.

DIANA'S VOICE: I should be returning to the Mothership. I want to thank you for a most enlightening tour.

FREDERICK'S VOICE: It was my pleasure, Diana.

Julie turns to Corrine.

JULIE: Let's go.





EXT. AREA 34/LANDING AREA

Ham places a slab of plastic explosive on the gas tank of a large truck. Carlos comes over to him.

CARLOS: The charges are set.

Ham gives him a thumbs up. They then notice a long column of Barrio men being moved along by a squad of shadow troopers. The humans' heads are shaved, and they were khaki Visitor uniforms. Their faces are totally expressionless. Ham and Carlos go around the other side of truck and watch as the humans are led to a parking lot filled with transport shuttles. They also see Diana walk by with a SHADOW GUARD SECURITY OFFICER.

DIANA: Is that one of the human labor brigades?

SECURITY OFFICER: Yes, Diana. It's being sent to our new lunar mining colony.

DIANA: It's good to see the humans being put to productive use. The neuro-implants should increase their efficiency.

Ham points his plasma rifle in Diana's direction, but Carlos grabs it.





INT. AREA 34/SUBLEVEL 10/DISPOSAL AREA

The two medical technicians haul Wizard into a large chamber filled with table-shaped slabs. It is too dark to see what is on the slabs. They unceremoniously dump the young man on one of the slabs and leave, passing a ventilation grille. After the coast is clear, the grille opens. Julie gets out and helps Corrine down. They walk past a row of slabs. Some are empty while others appear to be covered with ashes. One has somebody lying on it. Corrine stops and takes a closer look.

CORRINE: Oh, my God.

Corrine sits next to the emaciated figure and lifts its head. It is Duane or what is left of him. He is all skin and bones, a living skeleton resembling something from Auschwitz. Duane looks at her through sunken eyes.

DUANE: Grandma...

When he opens his mouth, she sees that all of his teeth have fallen out. Tears stream down her cheeks.

CORRINE: Yes, baby, it's me.

DUANE: Help me...

She takes him and cradles him in her arms.

CORRINE: I'm here now. I'm not going to let them hurt you anymore.

DUANE: I feel so... tired...

Duane becomes limp. Corrine shakes him.

CORRINE: Duane.

Duane's face and bones start to crack. Corrine looks on in horror as his body disintegrates in her arms until nothing is left but ashes. She sits there in shock.

JULIE: Corrine, we can't stay here.

Julie turns and sees two MEDICS approach from behind.

FIRST MEDIC: Don't move!







INT. AREA 34/SUBLEVEL 10/MAIN LABORATORY

Alex takes out a piece of plastic explosive from inside his uniform and places it on a large piece of equipment. Xon comes around from the other side to see what Alex is up to.

XON: What are you doing?

ALEX: I'm going to blow this place back to hell.

XON: As much as I deplore violence, I can't argue with you.

Xon looks around the corner and notices something.

XON: Alex, over here.

Two medics lead Julie and Corrine over to Frederick who stands on the platform at the center of the lab.

FIRST MEDIC: Sir, we found these two in the disposal area in section four.

FREDERICK: Who are they?

FIRST MEDIC: We're not sure. We have no record of them.

Frederick descends from the platform and walks over to them.

FREDERICK: I recognize one of them. How did you get in here?

Corrine and Julie remain silent.

FREDERICK: I have many ways to make you talk. All of them are very unpleasant.

ALEX (off screen) Let them go.

Frederick turns and sees Alex approaching him with a gun.

FREDERICK: I see we have a very serious breach of security.

Xon approaches Frederick. Frederick turns to Xon who attempts to put Frederick under his spell.

XON: Do as he says.

Frederick is unaffected.

FREDERICK: Now I understand. There's nothing I hate more than a traitor.

Frederick strikes Xon across the face, sending him to the ground. Alex fires a shot into Frederick's back. Frederick turns around, seemingly unfazed. Other medics attempt to intervene, but Frederick waves them away.

FREDERICK: No. I'll deal with him myself.

Frederick advances toward Alex who fires a shot into Frederick's chest. Again, Frederick seems unaffected. Alex retreats onto the platform and fires three more shots into Frederick's chest as Frederick follows him onto the platform.

FREDERICK: Your primitive weapons are useless against me. (to medic) Activate the containment screen.

The medic goes to the computer console, and the blue field falls, enclosing the platform.

FREDERICK: There's nowhere left for you to go.

Frederick continues to advance on Alex who fires a shot right between Frederick's eyes. Frederick smiles, takes the gun from Alex, crushes it in his hand, and tosses it away, leaving Alex totally dumbfounded. He then grabs Alex around the neck and lifts him into the air. Choking, Alex claws at Frederick's face, tearing away the synthetic skin to reveal a metal endoskeleton underneath. Frederick tosses Alex like a rag doll onto the platform floor and turns to the medic behind the computer console.

FREDERICK: Initiate primary sequence.

The section of the platform underneath Alex begins to descend into the pit. Alex comes to his senses and jumps off just in time. Alex and Frederick now stare at each other from opposite sides of the glowing pit.

FREDERICK: Does my true appearance surprise you?

ALEX: What are you? A damn robot?

FREDERICK: Not quite. A few vestiges of my organic body remain. However, those will be replaced eventually, and I will achieve a new level of physical perfection.

ALEX: You're a monstrosity like the rest of your creations.

FREDERICK: How little appreciation you have for my work. I'm rewriting the laws of nature. Soon even death will have no power over us. Our leader will rule for all eternity.

ALEX: Never.

FREDERICK: It's useless to resist, human. Yours is a truly inferior species destined for extinction.

Frederick leaps effortlessly across the pit. He watches as Alex retreats to a power conduit and starts climbing it.

FREDERICK: There's no escape. You've already been exposed to lethal amounts of radiation. Your fate is sealed.

Alex takes out a pager from his uniform and looks at Frederick.

ALEX: Then I'll see you in hell.

Alex leaps off the conduit and throws himself onto Frederick. Julie watches as they both tumble into the glowing pit.

JULIE: Alex!

A massive explosion emanates from the pit, shaking the entire chamber to its foundations. In the pandemonium that follows, Julie grabs Corrine and Xon.

JULIE: Come on!

They run for the exit as a reverberating male voice makes an announcement.

MALE VOICE: Warning: The central core has become unstable. Activating emergency containment system.

Huge blast doors begin to descend to seal off the exit. Julie, Corrine, and Xon make it through just in time.





INT. AREA 34/SUBLEVEL 10/HOLDING PEN

The blast door slams shut behind Julie, Corrine, and Xon.

MALE VOICE: Warning: The emergency containment system will fail in 15 minutes. All personnel must evacuate immediately.

The three follow a medic through the falling debris as sirens blare and emergency lights flash around them. Up ahead, the area is littered with toppled cages and terrified Visitors who are being attacked by their unholy creations. The medic stops dead in his tracks as something big approaches him from the shadows. Before the medic can run away, the dog-thing jumps out and mauls him. Julie turns to the Corrine and Xon.

JULIE: We have to go back!

The three run over to the raised opening covered by the barred lattice. A ladder runs down the opening.

JULIE: In here. Hurry!

Xon steps up and climbs onto the ladder. He takes Corrine's hand while Julie pushes her from behind. Meanwhile, the dog-thing advances toward them. As Corrine turns to climb down the ladder, she sees it.

CORRINE: Julie, behind you!

Julie turns. The dog-thing is only a few yards away and couches, getting ready to pounce. Before it can, though, a hideous cat-like creature attacks it. While the two are locked in a death struggle, Julie runs for the ladder. The dog-thing sinks its teeth into the cat-thing's neck and shakes it wildly until it snaps its neck. It then tosses away the dead body and resumes its pursuit of Julie who climbs down the opening.





INT. AREA 34/SUBLEVEL 10/OPENING

As Julie climbs down the ladder, the dog-thing appears at the edge of the opening and attempts to grab her. However, its head cannot fit through the barred lattice that covers the opening. It roars in fury as its prey escapes.





INT. AREA 34/ASSIGNMENT CENTER

Tony and Lorenzo watch Carlos and Ham walk to the center of the chamber. Ham raises the visor on his helmet and fires his rifle into the air, catching everyone's attention.

HAM: Everyone on the ground!

Tony pulls Lorenzo to the ground. Everyone else complies as well.

HAM: (to Carlos) Now!

Carlos takes a pager and presses a button.





EXT. AREA 34 COMPOUND

All over the compound, trucks, shuttles, buildings, guard towers, and chemical tanks explode, catching the Visitors totally off guard.





INT. AREA 34/ASSIGNMENT CENTER

The explosions outside shakes the entire building. A section of a wall collapses, creating an opening to the outside. The entire chamber is filled with smoke and dust. Ham takes out the remaining Shadow Guard security officers.

CARLOS:(to Tony) Get these people out of here. You'll find a breach in the perimeter fence. It's straight through that opening.

TONY: What about you guys?

CARLOS: We're going to find the others. I think I know where they're being held.

Tony screams out to the other prisoners.

TONY: If you want get out of here, follow me!

The other prisoners follow Tony and Lorenzo out through the opening in the wall.







INT. AREA 34/CAVERN

Julie joins Xon and Corrine at the bottom of the ladder. They find themselves in a huge tunnel that stretches in two directions.

CORRINE: Which way do we go?

A deep moaning sound echos through the tunnel.

CORRINE: What was that?

XON: It came down from that end.

JULIE: Then I say we go in the other direction.

CORRINE: I couldn't agree more.





INT. AREA 34/HOLDING AREA

Sitting in a chamber filled with women, children, and the elderly, Maria and Ana watch as the guards file out of the chamber.





INT. AREA 34/DOOR TO HOLDING AREA

The CHIEF GUARD watches as the last guard exits the holding area.

GUARD: What's happening?

CHIEF GUARD: We have to evacuate before the central core goes critical.

The guard closes the door behind him.

GUARD: And the humans?

CHIEF GUARD: Release the Crivit.





INT. AREA 34/CAVERN

Julie, Corrine, and Xon hear a rumbling sound. A strong breeze blows through the tunnel.

JULIE: What's that smell?

XON:(alarmed) We have to get out of here. Hurry!

He grabs Julie and Corrine and runs down the tunnel with them.





INT. AREA 34/CORRIDOR TO HOLDING AREA

Carlos and Ham proceed down a long corridor. The chief guard approaches them from the other direction.

CHIEF GUARD: What are you doing here? We've been ordered to evacuate.

CARLOS: Where are the humans being held?

CHIEF GUARD: There's no need to worry about them. They're being disposed of.

Ham points the plasma rifle at the guards head.

CARLOS: Tell me where they're being held, or I'll have you shot where you stand.

CHIEF GUARD:(bewildered) Down the corridor and to your left.

Carlos and Ham run down the corridor.





INT. AREA 34/BOTTOM OF SHAFT

At the end of the cavern, Julie, Corrine, and Xon come to a maintenance elevator which sits at the bottom of a deep shaft. The rumbling seems to get louder.

XON: Get in.

The three of them get in the elevator. Julie looks at the controls, but cannot make heads or tails of them.

JULIE: How does this thing work?

XON: Let me try.

Xon works the controls, and the elevator begins to ascend as something huge approaches them.





INT. AREA 34/HOLDING AREA

Maria, Ana, and the others panic as the lights go out and a large section of the wall opposite the door begins to open.







INT. AREA 34/SHAFT

Julie, Corrine, and Xon look down the shaft as the elevator continues to ascend. Something large climbs up after them.

CORRINE: Good lord, what is that thing?

XON: A Crivit. It's indigenous to my planet and extremely deadly, but I've never seen one that big.

The Crivit gets closer. It has an eyeless wedge-shaped head atop a long slug-like body with twelve pairs of short legs.

JULIE: Can't you make this thing go any faster?

XON: It's already on its maximum setting.

Suddenly, a massive explosion rocks the bottom of the shaft. The Crivit opens its maw, which is filled with rows of jagged spines, and lets out a terrible scream as a fireball shoots up and consumes it. Large chunks of dislodged debris pour down the shaft, burying the creature.





INT. AREA 34/HOLDING AREA

Maria, Ana, and the other prisoners scream as the explosions below shake the chamber.





INT. AREA 34/DOOR TO HOLDING AREA

Carlos and Ham reach the door to the holding area. They can feel the tremors from the explosions.

CARLOS: This must be it.

He tries to open the door, but it will not budge.

CARLOS: I can't open it.

HAM: Stand back.

Carlos steps back as Ham aims his plasma rifle at the door.





INT. AREA 34/HOLDING AREA

The door to the holding area is blasted open, and Ham and Carlos walk in. The prisoners stare at them.

CARLOS: Don't be alarmed. We're with the resistance. We're here to rescue you.

Everyone becomes excited. Maria makes her way through the crowd with Ana.

MARIA: Carlos!

She runs over and hugs him.

CARLOS: Are you okay?

MARIA: I never thought I'd see you again. There are so many things I want to say to you.

Ham raises the visor on his helmet.

HAM: Save it for later. We have to get all of you out of here.

Noises come from the opening in the wall. Ham aims his plasma rifle toward the opening.

HAM: Who's there?

Julie, Corrine, and Xon emerge from the opening, covered with soot.

JULIE: Don't shoot. It's only us.

HAM: What happened to you? Where's Alex?

JULIE: He's dead and so are we if we don't get out of here in the next five minutes.

Ham turns to the others.

HAM: All right. You heard the lady. Let's go!





EXT. WOODED HILL OVERLOOKING AREA 34

Tony, Lorenzo, and the other freed prisoners watch from atop a wooded hill as Area 34 is consumed by a massive explosion which radiates outward across the compound.

LORENZO: Hit the ground!

Everyone falls to the ground as a shock wave blasts over them. Tony looks up and see figures coming up over the hill, silhouetted by the flames.

TONY: They made it!

He and Lorenzo run over to Ham, Julie, Maria, Ana, Corrine, and Xon who lead the second group of prisoners. Lorenzo picks up Ana and spins her around while Tony hugs Maria. It is an electric moment as families are reunited once again. However, the air of euphoria quickly dissipates as armed figures in camouflage emerge from the forest and surround them. Julie recognizes one of them.

EARL: No one move! (eying Ham, Carlos, and Xon) Looks like we caught us some lizards.

HAM: I'm no lizard, pal.

EARL: You certainly don't sound like one of 'em. Who are you then?

JULIE: We're with the resistance.

Earl recognizes Julie.

EARL: Say I know you from somewhere. I never forget a face.

JULIE: You gave me a ride to Peekskill.

EARL: That's it! What are you doing out here, young lady?

JULIE: We came to free these people.

EARL:(pointing to the flaming remnants of Area 34) You're telling me you guys took out that place?

JULIE: More or less.

EARL: Then on behalf of the Westchester County Partisans, I salute you. (to the others) Stand down, boys.

The partisans lower their weapons.

HAM: How many of you are there?

EARL: We're still small, but our numbers keep growing every day.

HAM: I'm sure you'll find a lot of people here who are ready to join up.

EARL: We'd be glad to have them.





INT. PARRISH PENTHOUSE/EDWARD'S STUDY

A younger-looking Edward Parrish walks over to the liquor cabinet in his study and pours himself a drink. He takes a sip and walks over to his desk. Abruptly, he stops, dropping the glass on the floor. He stares at his right hand which has become gnarled and twisted and blotched with liver spots. Frightened, he fumbles for a key in his pocket, unlocks the bottom drawer of his desk, and takes out a cylindrical metal container which he places on the desk. With great effort, he twists the top of the container and lifts it, uncovering a glowing crystal. He desperately grabs the glowing crystal which dims as it transfers its energy into his body. Once the crystal becomes completely dark, he removes his hand which looks young and vital again. Edward sits back and sighs in relief.

AMANDA (off screen): Edward, someone's here to see you.

He turns and sees Amanda standing at the door with Julie.

EDWARD: (surprised) Julie.

JULIE: Hello dad.

Edward gets up and walks over to her.

EDWARD: My God. Are you all right?

JULIE: I'm fine.

EDWARD: I never thought I'd see you again. How'd you get away from those bastards?

JULIE: I didn't.

EDWARD: What?

JULIE: I've rejoined the resistance voluntarily.

Edward's mood turns dark.

EDWARD: Then why did you come back?

Julie sees the dark crystal on the desk.

JULIE: To warn you.

Julie picks up the crystal.

JULIE: People were killed to give you this, including Cynthia's son.

EDWARD: Rubbish!

JULIE: It's true. I saw it with my own eyes.

AMANDA: Listen to her, Edward.

JULIE: The Visitors have turned you into some kind of a parasite.

EDWARD: They gave me my life back.

JULIE: But you can't live at the expense of other people! It's not right!

EDWARD: That's easy for you to say. You didn't spend three years of your life trapped inside a crippled body. I won't go back to that!

JULIE: Then I wasted my time coming here.

EDWARD: Obviously. Go back to your resistance and pray that we never cross paths again.

JULIE: Good bye, mom.

Julie leaves.

AMANDA: Julie, wait...

Amanda goes after her, but Edward stops her.

EDWARD: Let her go.

AMANDA: But she's our daughter!

EDWARD: Not anymore.

Furious, Amanda slaps him across the face. Stunned, Edward lets go of her.





INT. POOL HALL

Wasp sits at the bar. The telephone rings, and the BARTENDER answers it. He brings the phone over to Wasp.

BARTENDER: It's for you.

Wasp takes the phone.

WASP:(speaking to phone) Yes?





INT. ABANDONED SUBWAY STATION/PAY PHONE

Chris and Paul watch as Corrine speaks into a pay phone.

CORRINE: Hello. I have some information that might interest you. I understand you had some problems at a place called Area 34.





INTERCUT - WASP AND CORRINE'S TELEPHONE CONVERSATION

WASP: Who is this?

CORRINE: Just a concerned citizen who resents what the Overlords are doing to my community. I was hoping you could intervene and put a stop to it.

WASP: That's of no concern to me.

CORRINE: It should be. Those hoodlums don't respect anybody. Not even you. Did you know they've been selling some of those fancy weapons you gave them to the resistance?

WASP: That's ludicrous.

CORRINE: It's true. How else do you think the resistance managed to pull off that attack on Area 34? You don't have to take my word for it. Check it out for yourself.

Corrine hangs up the phone. Chris gives her a thumbs up.



INT. ABANDONED SUBWAY STATION/STORAGE ROOM

Tony, Brad, and Bandit are standing around talking.

TONY: You should have seen when that place went up. It was incredible!

BRAD: Wish I'd been there.

BANDIT: Yeah.

Lorenzo appears at the door.

LORENZO: Antonio, I have to talk to you.

TONY:(to Brad and Bandit) I'll catch you guys, later.

Tony and Brad leave as Lorenzo walks over to Tony. Tony picks up a box.

TONY: I got work to do.

Lorenzo takes the crate from Tony and sets it down.

LORENZO: It can wait. There's something I want to tell you.

TONY: (cooly) What?

A moment of awkward silence follows. Lorenzo then grabs Tony and hugs him.

LORENZO: I'm proud of you, boy.

Those are words Tony never thought he would ever hear.





INT. ALEX HALE'S OFFICE

LOIS BERGMAN looks through the blinds of the window in Alex's office. Ham stands behind her.

HAM: I'm sorry, Lois. Alex was a good man.

Lois is silent. Ham puts his hand on her shoulder.

LOIS: Please... I need to be alone for a minute.

HAM: I know.

Ham leaves the office and closes the door behind him. Lois turns around and walks over to Alex's desk. She sits down and picks up a picture of her and Alex. She lays the picture face down on the desk, struggling to keep her composure, but her tough exterior finally cracks.

LOIS:(sobbing) Damn it, Alex.





INT. POOL HALL

The Duke walks into the pool hall which is empty except for Wasp and a squad of shadow troopers.

DUKE: What's going on? Where is everybody?

WASP: I received disturbing information that your boys have been supplying weapons to the resistance.

DUKE:(indignant) Who told you that?

WASP: That's not important. Is it true?

DUKE: Of course not!

WASP: Then what happened to the weapons we gave you?

Now the Duke is nervous.

DUKE: They're... missing.

WASP: I see now that our alliance was a mistake. My misjudgment and your incompetence have condemned us both.

The camera pans as the Duke looks over at the shadow troopers who raise their weapons and open fire.





CUT TO:

EXT. STATUE OF LIBERTY - NIGHT

Fireworks fill the sky over the Statue of Liberty as humans and Visitors "celebrate" the Fourth of July.





EXT. BATTERY PARK

Xur, General Vaughn, Justin, Edward, Diana, Elaine, Jessica, Angela, and Phillip watch the fireworks from a reviewing stand as a band made up of Visitor and provisional government troops breaks into a rendition of the "Star Spangled Banner."

DIANA:(to Edward) I'm so disappointed that Amanda couldn't make it for the unveiling of our big surprise.





EXT. NEW YORK HARBOR

The New York Mothership has moved further down the harbor, hovering over something huge which rises up from the water. It is too dark to see what it is.





EXT. BATTERY PARK

Justin notices General Vaughn looking out over the harbor.

JUSTIN: Is something wrong, general?

VAUGHN: What's happening in the harbor?

JUSTIN: You're about to find out.





EXT. NEW YORK HARBOR

A dark mountain towers above the harbor. Suddenly, it is illuminated by tens of thousands of lights, revealing a gigantic 800-story pyramid-shaped structure. Search lights from the New York Mothership sweep across its face.





EXT. BATTERY PARK

Elaine stares in awe at the incredible sight.

ELAINE: What is that?

DIANA: (proudly) The Citadel. Our leader's new home.

As the band finishes the "Star Spangled Banner," the camera pans up a flag pole to an American-Visitor flag fluttering in the wind.





FADE OUT.

THE END.

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