V: VICTORY DAY







FADE IN:



A strong wind blows as a red glowing "V" and the MAIN TITLE appear against a black background. The main title fades, and the camera zooms through the "V" as if it was a window.





EXT. SIRIUS IV/OUTLANDS - FLASHBACK SEQUENCE

Hurricane force winds blow rust-colored sand across a barren alien wasteland. A caption appears at the bottom of the screen. It is written in Sirian script which gradually transforms itself to read "SIRIUS IV." Suddenly, columns of fearsome shadow troopers stream across the screen.





EXT. SIRIUS IV/EDGE OF RAVINE

Shadow troopers mass at a ridge overlooking hundreds of lights from a small settlement which is nestled at the bottom of a ravine.





EXT. SIRIUS IV/BOTTOM OF RAVINE/SETTLEMENT

Reptilian Sirians wearing simple tunics stroll among modest adobe-style dwellings. One of them, an ELDERLY SIRIAN MAN, walks with a bucket over to a well near the wall of the ravine. As he lowers the bucket down the well, he notices pebbles and debris falling down from the wall. He looks up, and his expression turns to one of terror. He drops the bucket and runs from the well.

ELDERLY SIRIAN MAN: Xadukar! Xadukar!

Tethered to ropes, hundreds of shadow troopers descend from the walls of the ravine. Those who see them run and scream in panic. The shadow troopers fan out and open fire, cutting down all they come across. No one is spared during the murderous rampage. A SIRIAN WOMAN runs from a pursuing shadow trooper.







SHADOW TROOPER'S POV - SIRIAN WOMAN

Seen through the trooper's heat-seeking vision, the fleeing Sirian woman appears as little more than a distorted energy pattern. The trooper raises his rifle and fires. The plasma flash is blinding, but fades quickly. The Sirian woman falls to the ground. A bright spot on her back marks where she was shot.





BACK TO SCENE

The mortally wounded Sirian woman crawls along the ground as the shadow trooper comes up from behind her. She turns to face him.





SHADOW TROOPER'S POV - SIRIAN WOMAN

Her voice filtered through the trooper's helmet, the Sirian woman pleads for her life in an alien tongue. The trooper points his rifle at her and fires.





BACK TO SCENE

Clutching a toy, a LITTLE SIRIAN BOY comes out of a dwelling and sees the shadow trooper looming over his mother's lifeless body. The little boy calls out to her which attracts the shadow trooper's attention. However, before the trooper can react, he is struck by a powerful energy blast which blows him apart into thousands of fiery fragments. A group of armed Sirian men, one of them carrying a bazooka-like weapon, run past the little boy without giving him a moment's notice. A YOUNG SIRIAN GIRL runs over to the little boy, scoops him up, and runs off with him as the Sirian men try to fend off a squad of advancing shadow troopers. The Sirian man with the bazooka weapon tries to fire it, but nothing happens. He desperately attempts to unjam it as the others fire on the shadow troopers who are protected by their energy shields. The troopers return fire.





INT. DWELLING

Holding the little Sirian boy, the young Sirian girl runs into a dwelling, slams the door shut, and locks it as the shooting and screaming continues outside. She then hides in the corner of the room with the little Sirian boy. They watch as the door is pounded on from the outside. The little boy hides his head in the young girl's bosom. A plasma blast is heard, and the door is forced open. A shadow trooper walks in and sees the two Sirian children cowering in the corner. The trooper aims his plasma rifle at them. A red dot of light from the laser sight on the shadow trooper's rifle comes to rest on the Sirian girl's forehead. The girl is paralyzed by fear as the trooper prepares to fire.

SECURITY OFFICER (off screen):(in Sirianese) Wait.

A figure wearing the black uniform of a Shadow Guard security officer walks over to them. His face is covered by goggles and a black ski-mask. He removes the goggles, revealing serpentine eyes underneath. He then removes the mask. His facial features are striking and completely reptilian. The security officer studies the young Sirian girl for moment and then turns to the shadow trooper.

SECURITY OFFICER:(in Sirianese)The girl is to be spared. Take the boy.

The shadow trooper grabs the little Sirian boy who starts to cry. The young Sirian girl struggles to keep hold of him, but the trooper tears him away and carries him out like a rag doll. The security officer walks over to the distraught girl and holds out his hand.

SECURITY OFFICER:(in Sirianese) Come with me. You won't be harmed.

Frightened and confused, the young girl stares up at him for a moment and then reluctantly takes his hand.





EXT. SIRIUS IV/BOTTOM OF RAVINE/SETTLEMENT

The young Sirian girl emerges from the dwelling with the security officer. The settlement crawls with shadow troopers, but the shooting and screaming have stopped. The security officer leads the Sirian girl past hundreds of dead bodies which cover the ground. The ghastly sight is too much for her to comprehend.





EXT. SIRIUS IV/BOTTOM OF RAVINE/MASS GRAVE

Shadow troopers toss bodies of slain Sirians into a ditch.





CLOSE UP - INTERIOR OF MASS GRAVE

A small body rolls into the ditch, joining the many others already inside it. The body comes to rest face up. It is the little Sirian boy. He still clutches his toy.







EXT. SIRIUS IV/BOTTOM OF RAVINE

The young Sirian girl is led by the security officer to a squad shuttle which rests at the bottom of the ravine. Before she enters it, she sees shadow troopers herding a shackled and dispirited group of young Sirian boys about her age into an adjoining transport shuttle.





INT. SQUAD SHUTTLE

The young Sirian girl takes a seat.





EXT. SQUAD SHUTTLE

The young Sirian girl looks out the window of the squad shuttle as it lifts off and ascends the ravine.





EXT. SIRIUS IV/EDGE OF RAVINE

A squad of shadow troopers set up a series of detonators along the edge of the ravine. One by one, these detonators are activated.





INT. SQUAD SHUTTLE

The security officer watches the young Sirian girl as she looks out the window of the shuttle.





YOUNG SIRIAN GIRL'S POV - RAVINE

As the shuttle clears the edges of the ravine, the ravine and the settlement below are rocked by a series of explosions. The walls of the ravine cave in on the settlement, obliterating all signs of it.





EXT. SIRIUS IV/OUTLANDS

Columns of shadow troopers withdraw from the area as the squad shuttle flies off overhead and disappears into the perpetual sandstorm.





INT. SQUAD SHUTTLE

The young Sirian girl looks out the window apprehensively as the shuttle is buffeted by high-velocity winds.





YOUNG SIRIAN GIRL'S POV - ANCIENT SIRIAN RUINS

Although the storm outside has reduced visibility to almost zero, something large begins to appear on the ground below. As the shuttle comes nearer, the pall breaks, revealing a massive complex of crumbling ruins which stand alone and forgotten in a vast sea of desolation.





EXT. SIRIUS IV/ANCIENT SIRIAN RUINS/LANDING AREA

The squad shuttle descends and comes to rest inside a landing area ringed by lights. The massive ruins surrounding the landing area provide protection from the howling winds. Four silhouetted figures emerge from the shuttle and walk toward a huge temple.





INT. ANCIENT SIRIAN TEMPLE/ENTRANCE AND PASSAGEWAY

The four figures, two in front and two in back, enter a cavernous passageway which is dimly lit and looks vaguely Egyptian. The two figures in the rear turn on lamps, revealing two shadow troopers following the security officer and the young Sirian girl who is noticeably frightened by the forbidding surroundings. They come to a wall which is covered with strange symbols and inscriptions. The security officer turns one of the symbols, triggering a mechanism that opens a section of the wall.





INT. ANCIENT SIRIAN TEMPLE/STAIRWELL

The security officer, the young Sirian girl, and both shadow troopers proceed down a stairway hidden behind the wall.





INT. ANCIENT SIRIAN TEMPLE/DUNGEON CORRIDOR

The young Sirian girl, security officer, and shadow troopers reach the bottom of the stairs and proceed down a shadowy corridor lined with holding cells. Distant moans echo off the stone walls. The young girl glances into the cells as they walk by. Ghostly faces stare back at her from several of the cells while others contain only skeletons. At the end of the corridor, they come to a metal door which the security officer unlocks and opens.





INT. ANCIENT SIRIAN TEMPLE/ISOLATION CELL

The security officer and the young Sirian girl enter a dim chamber. The two shadow troopers take positions on either side of the door. On the other side of the chamber, a SIRIAN PRISONER is confined in a barred cell. Upon seeing the prisoner, the young girl runs over to him. The prisoner reaches out to her through the bars and tries to comfort her.

SIRIAN PRISONER:(in Sirianese) Don't be afraid, my little flower. No one is going to hurt you.

The security officer walks over to them.

SECURITY OFFICER:(to prisoner in Sirianese) As you can see, we kept our promise.

SIRIAN PRISONER: (to security officer in Sirianese)And the others?

SECURITY OFFICER:(in Sirianese)The entire rebel underground has been crushed. If only they knew that their own leader betrayed them to save his daughter.

SIRIAN PRISONER:(in Sirianese) What will happen to her?

SECURITY OFFICER:(in Sirianese) She belongs to the Leader now. We will teach her to hate everything you stand for.

The security officer grabs hold of the young girl and pulls her away. Overcome by anguish, the prisoner drops to the floor of his cell.

SIRIAN PRISONER:(in Sirianese) What have I done? I wish I were dead.

SECURITY OFFICER:(in Sirianese)That's already been arranged.

The security officer turns to the two shadow troopers who pull out their plasma rifles. The young girl watches helplessly as they approach the prisoner, aim their rifles at him, and open fire. The young girl lets out a terrible scream.







EXT. SIRIUS IV/ANCIENT SIRIAN RUINS/LANDING AREA

The two shadow troopers follow the security officer as he carries the sobbing Sirian girl to the squad shuttle. The winds have become much stronger, and powerful electrical storms light the skies.





EXT. SIRIUS IV/ANCIENT SIRIAN RUINS

The squad shuttle makes a quick departure as an even more violent sandstorm rolls toward the ruins.





INT. SQUAD SHUTTLE

The young Sirian girl sits perfectly still. Her eyes are empty as if all the life has been drained from her.





EXT. SIRIUS IV/HIGHLANDS

The endless dunes of the desert wastelands give way to rocky terrain as the squad shuttle approaches the base of a massive mountain range which rises up and disappears into the hazy sky above.





INT. SQUAD SHUTTLE/COCKPIT

Two PILOTS look out the front window as the shuttle ascends the side of a mountain.





INT. SQUAD SHUTTLE/CABIN

The young Sirian girl notices that the shuttle suddenly stops shaking and that the observation windows become clear. She gets up and looks out one of the windows.





YOUNG SIRIAN GIRL'S POV - CLEAR SIRIAN SKY

The shuttle clears the top of the turbulent storms and emerges into clear twilight skies illuminated by two Sirian moons. The young Sirian girl has never seen such a sight.





INT. SQUAD SHUTTLE/COCKPIT

The two pilots look out the front window as the shuttle clears the outer edge of a massive crater at the top of the mountain.





INT. SQUAD SHUTTLE/CABIN

The security officer stands behind the young Sirian girl and watches her with interest. She appears mesmerized by what she sees outside the observation window.





EXT. SIRIUS IV/SIRIAN CAPITAL - TWILIGHT

The squad shuttle flies over a vast plain of industrialization which fills the floor of the crater. Ahead looms the Citadel. Beams from hundreds of search lights are directed upward at a Mothership which hovers above the Leader's fortress. The sight is both beautiful and frightening.



END FLASHBACK SEQUENCE



DISSOLVE TO:



EXT. NEW YORK HARBOR/THE NEW CITADEL - DAWN

The New York Mothership hovers overhead as a squadron of gunships escorts a shuttle toward the new Citadel.

CITADEL CONTROLLER (voice over): Citadel Control to Leader One. Clearance granted for final approach.





EXT. TOP OF THE CITADEL

Seen from overhead, the shuttle descends toward the roof of the Citadel.

CITADEL CONTROLLER (voice over): Standby. Landing threshold in 10 seconds.





EXT. TOP OF CITADEL/LANDING PLATFORM

Thousands of troops stand in tight formation as the transport shuttle comes to rest on a landing platform.

CITADEL CONTROLLER (voice over): The Leader's shuttle has landed. All stations are secured.

Flanked on the right by rows of military units and on the left by rows of Shadow Guard units, a greeting party composed of XUR, JUSTIN, DIANA, and an almost youthful EDWARD PARRISH walks toward the shuttle. The two outermost hatches of the shuttle open and rows of shadow troopers in black robes, the Leader's Inner Guard, file out to form a protective perimeter. Moments later, the center hatch opens and MAXIMILLIAN steps forth followed by a contingent of security officers. The Visitors' new leader wears a simple black uniform and resembles a white male human in his late fifties or early sixties. He has short, dark hair and piercing eyes set in a face of sharp, angular features which are only slightly softened by a mustache and goatee.

JUSTIN:(to Maximillian)Welcome to Earth, your Eminence. How was your journey?

MAXIMILLIAN: Pleasantly brief, my friend. The new jump drive technology is most remarkable.

XUR: We weren't expecting you so soon.(pointedly) I wish I had been informed earlier of your change of plans.

MAXIMILLIAN: I apologize for the short notice, Xur, but I didn't make the decision until after I received Justin's latest report.

DIANA: Your arrival is a wonderful surprise. We are honored by your presence.

MAXIMILLIAN: Thank you, Diana.

Maximillian looks over at Edward.

MAXIMILLIAN: And who is this?

DIANA: Governor Edward Parrish of the District of New York.

Maximillian smiles and turns on the charm.

MAXIMILLIAN: Ah, yes. Justin has informed me of your invaluable service to us, Governor Parrish. I want you to know how deeply I appreciate it.

Maximillian shakes Edward's hand. Edward is visibly flattered.

EDWARD: I'm glad to help in any way I can, your Eminence.

MAXIMILLIAN: (good-naturedly) Please call me Maximillian. I know it's a mouthful, but by the time they got to me, all the good names were taken.

Justin, Diana, and Edward laugh. Xur is not so easily amused.

JUSTIN: Shall we get you settled in?

MAXIMILLIAN: I put myself in your capable hands.

Justin, Maximillian, Xur, Edward, and Diana make their way along the rows of troops.





INT. CITADEL/CONFERENCE CHAMBER

Shadow troopers of the Leader's Inner Guard stand watch in a large conference chamber as the door opens and Diana enters. Across the room, Maximillian stands in front of a large observation window looking out over New York Harbor.

DIANA: You wanted to see me, your Eminence?

Maximillian continues looking out the window.

MAXIMILLIAN: Come in, Diana.

Diana walks over to the edge of the conference table.

MAXIMILLIAN: Guards, leave us.

The shadow troopers turn and file out the door. The door closes as the last of them leaves.

MAXIMILLIAN: This is a world of incredible abundance. Only now do I fully appreciate why our Leader chose it.

DIANA: I needn't remind you that he did so on my recommendation.

Maximillian turns to face her.

MAXIMILLIAN: Your initiative has been commendable, Diana. In particular, I refer to your initiative in dealing with the Leader.

DIANA: Our Leader always said that his new order was greater than any one individual. I simply followed that to its logical conclusion.

Maximillian walks over to a chair at the head of the conference table.

MAXIMILLIAN: I had hoped that such extreme measures wouldn't be necessary, but the Leader's obsession with the starchild left him completely irrational.

He sits down.

MAXIMILLIAN: If his secret peace mission had succeeded, it would have jeopardized everything he created.

Diana sits down at the other end of the table.

DIANA: I must say that you skillfully turned the Leader's misguided mission to our advantage. It provided the perfect cover for our resettlement of this planet.

MAXIMILLIAN: I fear, though, that cover is unraveling. Resistance from the humans grows bolder. The loss of Frederick was most disturbing.

DIANA: Xur has repeatedly thwarted my efforts to deal decisively with the resistance. I chafe under his restrictions.

MAXIMILLIAN: I understand your frustration, but we can't afford to alienate him. Despite his estrangement from the Leader, there are many in the military who still regard Xur as the Leader's legitimate successor.

DIANA: So where does that leave me?

MAXIMILLIAN: Patience, Diana. Xur won't live forever. One day you will take his place as commander-in-chief.

DIANA: And what of the resistance?

MAXIMILLIAN: It must be contained until we have defeated the Alliance. Then we can turn our attention to the complete eradication of the human population on this planet.





INT. RECEPTION HALL

Visitor and American-Visitor flags deck a huge reception hall filled with a glittering crowd of VIP guests. Among them are Edward Parrish, AMANDA PARRISH, MATT PARRISH, FRANKLIN KNIGHT, and ELAINE JOHNSON. Elaine walks over to Edward.

ELAINE: Good evening, Governor.

EDWARD: Hello, Elaine. How is my favorite world spokesperson?

ELAINE: Giddy as a school girl. I can't wait to meet our guest. What was he like when you talked to him?

EDWARD: Let's just say that he left quite an impression. So where is your husband?

ELAINE: Charles couldn't join us tonight.

EDWARD: I'm sorry to hear that.

Suddenly, an elegantly attired woman enters the hall excitedly.

WOMAN: They're here!

All attention turns to GENERAL CURTIS VAUGHN who enters the hall with Maximillian. The guests break into applause as the two make their way to the center of the room. The crowd quiets as the general starts to speak.

VAUGHN: Good evening, ladies and gentlemen. As chairman of the provisional government of the United States of America, it is my distinct honor to introduce our very special guest who has come a great distance to be with us tonight. I give you his Eminence, Maximillian, Leader of the Visitors.

The hall again erupts into applause.

MAXIMILLIAN: Thank you, General Vaughn. (to the other guests) Thank you very much.

Maximillian smiles and nods pleasantly until the crowd quiets down.

MAXIMILLIAN: I'm simply overwhelmed by this wonderful outpouring of hospitality. Words cannot express our gratitude for the generosity your people have shown in providing us refuge after we were forced to abandon our dying world while fighting a ruthless enemy bent on our destruction. I assure you that we intend to do everything in our power to repay that kindness.

The room breaks into thunderous applause. Barely able to contain her disgust, Amanda turns to Matt.

AMANDA: I need some air.

Edward watches as Amanda leaves.

EDWARD: (irritated) Where is she going?

FRANK: Take it easy, Ed. I'll talk to her.

Frank follows after her as the applause continues.





EXT. RECREATION HALL/TERRACE - NIGHT

Amanda stands at a balcony railing, looking out over the Manhattan skyline which is now dwarfed by the monstrous Citadel. Frank comes up behind her.

FRANK: Amanda, what's wrong?

AMANDA: Everything. I can't bear being a part of this charade anymore.

FRANK: What are you talking about?

Amanda turns to face him. She is clearly irritated by his disingenuous display of innocence.

AMANDA: Damn it, Frank, you know full well. We're selling out our own people to the Visitors. And for what?

FRANK: You got Ed back. That must count for something.

AMANDA: The Visitors healed his body, but they took his soul.

FRANK: You don't really believe that.

AMANDA: You've seen what they've done to him. My husband is becoming a stranger before my eyes, and there's nothing I can do about it. I've never felt so helpless.

He takes her hand.

FRANK: I'm here for you, Amanda. What can I do?

She looks at him and hesitates for a second before the words spill out of her.

AMANDA: We can fight this thing from the inside.

A new resolve comes over her.

AMANDA: I'm sure the resistance would help us.

Frank cannot believe what he is hearing.

FRANK: Why would you want to have anything to do with them after they kidnapped your daughter?

AMANDA: Julie wasn't kidnapped. She's part of the resistance. She could be our contact.

Frank lets go of her hand and becomes more guarded.

FRANK: You're asking me to betray Ed's trust. I swore I'd never do that again after we spent that night together.

AMANDA: You helped me through a very difficult and lonely time.

FRANK: What I did was wrong.

AMANDA: What Edward is doing is wrong. Some principles are more important than loyalty. I can't do this alone. I need your help.

Frank breaks eye contact with her.

FRANK: I can't, Amanda. I'm sorry.

AMANDA: So am I.

Matt walks over to them.

MATT: Mom, what's going on? Are you all right?

AMANDA: I'm fine, Matt. Let's go inside.

Frank watches as Amanda leaves with Matt.





INT. ABANDONED SUBWAY STATION/MESS HALL

JULIE PARRISH, HAM TYLER, and EARL COX walk into the noisy mess hall where PAUL MAITLAND, CORRINE JOHNSON, GAIL JOHNSON, KATRINA JOHNSON, SHIRLEY KING, MARIA SANCHEZ, TONY PEREZ, BANDIT, LORENZO PEREZ, ANA PEREZ, BRAD MORRISON, CARLOS, and XON have assembled. Ham lets out a loud whistle to catch everyone's attention.

HAM: Hey! Listen up! Julie's got an announcement.

The room quickly quiets down.

JULIE: I have some great news, everyone. The resistance just got a little bigger tonight. Earl's partisans have agreed to join up with us.

The room fills with whistles and applause.

JULIE: Welcome aboard, Earl.

EARL: Thanks, Julie. And now that we're all on the same team, I hope we don't waste any time kicking some more lizard butt.

Xon and Carlos look at each other. Earl realizes his poor choice of words.

EARL: (defensively) No offense to our two Visitor friends.

CARLOS:(wryly) None taken.

PAUL: Destroying that relocation center was a real coup. What do we do for an encore?

HAM: Let's not be too proud of ourselves. We only slowed the lizards down and lost some good people along the way. We need to lay low for awhile until we can come up with a real plan.

JULIE: There'll be plenty of time to talk war strategy after dinner. I don't know about you, but I'm starving. How about it, Corrine?

CORRINE: We were just waiting for Chris to get back.

CHRIS (off screen): Did someone mention my name?

CHRIS walks in with CHARLES.

CHRIS: I hope you don't mind having another mouth to feed.

CORRINE: Charles!

Corrine goes over to Charles.

CORRINE: What are you doing here?

CHARLES: I left Elaine, mama.

CORRINE: I'm sorry to hear that, baby.

CHARLES: Don't be. I should have done it a long time ago.

Charles looks over and sees Maria.

MARIA: Hello, Charles.

CHARLES: Maria?

He goes over to her and hugs her.

CHARLES: Thank God you're all right. I'm so sorry for what Elaine did to you.

MARIA: I know, but everything worked out. I even got my parents back.

CHRIS: Charlie, I hate to interrupt, but maybe you should tell them what you found out.





INT. RECEPTION HALL

Edward and Elaine listen as General Vaughn talks with Maximillian.

VAUGHN: The new consortium that Governor Parrish helped create has been an unqualified success. Production is already six months ahead of schedule.

MAXIMILLIAN: Well done. You should be extremely proud of yourselves.

VAUGHN: We've arranged a tour of one of our facilities so that you can see everything first hand.

MAXIMILLIAN: I'm looking forward to it.





INT. ABANDONED SUBWAY STATION/MESS HALL

Julie, Ham, Earl, Paul, Charles, Chris, Corrine, Gail, Katrina, MARTIN, Shirley, JIMMY, Maria, Tony, Bandit, Lorenzo, Ana, Brad, Carlos, and Xon have dinner while a heated discussion rages.

EARL: I'm telling you. This is the opportunity we've been waiting for. We can beat the Visitors in one stroke.

HAM: Nothing's that simple.

EARL: We're talking about taking out their leader. If we cut off the dragon's head, the rest of the body will die.

JULIE: Or it might grow another head.

EARL: I can't believe what I'm hearing. We got the manpower and the firepower to pull this off. We can't let it slip through our fingers.

There are several expressions of agreement from the group. Julie looks over at Charles.

JULIE: Charles, are you absolutely sure about this?

CHARLES: I overheard it from Elaine's own lips.

CORRINE: That's what worries me.

SHIRLEY: I'll get you confirmation.

CORRINE: How?

SHIRLEY: The general is back in town, and he wants to see me tonight.





EXT. GENERAL VAUGHN'S RESIDENTIAL COMPOUND/PERIMETER FENCE - NIGHT

Two provisional government soldiers stand at a guard post as a black limousine pulls up. One of the soldiers walks over to the driver's window. After exchanging a few words with the driver, he waves the car through.





INT. LIMOUSINE

Shirley sits alone in the back seat and looks through the window as the limo continues down a private drive.





SHIRLEY'S POV - GENERAL VAUGHN'S RESIDENCE

The limo approaches a sprawling contemporary-style mansion.





EXT. GENERAL VAUGHN'S RESIDENCE/FRONT DRIVEWAY

The limousine pulls into the front driveway and stops. A VALET walks over and opens the back door. Shirley steps out and stares at the enormous portico which dominates the front entrance. An American-Visitor flag hangs from it.





INT. GENERAL VAUGHN'S RESIDENCE/ENTRANCE HALL

A BUTLER opens the front door and invites Shirley inside.

BUTLER: Welcome, madam.

SHIRLEY: Thank you.

The butler closes the door behind her.

BUTLER: If you'll come with me. The general is waiting for you.

Shirley follows the butler down the hall past a huge flight of stairs. Maids and servants buzz about like worker bees, arranging expensive furniture and hanging paintings which look like original masterpieces. Shirley clearly feels out of place.





EXT. GENERAL VAUGHN'S RESIDENCE/SWIMMING POOL

General Vaughn is swimming laps in an Olympic-sized pool when the butler walks over to the shallow end with Shirley.

BUTLER: Sir, your guest has arrived.

Vaughn swims over to them.

VAUGHN: Hello, Shirley. Care to join me? The water is perfect.

SHIRLEY: I'm sorry, general, but I don't swim.

VAUGHN: Why not?

SHIRLEY: I grew up in the ghetto. I never got the chance to learn.

Vaughn steps out of the pool.

VAUGHN: Then we're going to have to teach you sometime. You don't know what you're missing.

The butler comes over and puts a robe around him.

BUTLER: Do you require anything else, sir?

VAUGHN: Not right now. We'd like to be alone.

BUTLER: Very good, sir.

The butler leaves.

VAUGHN: So what do you think of my new home?

SHIRLEY: It's...overwhelming.

VAUGHN: A gift from the Visitors. They know how much I hate the city. I told them that I required suitable accommodations if I was going to stay in New York.

SHIRLEY: Won't they miss you in Washington?

VAUGHN: There's nothing left for me there. Since the Visitors' leader arrived, this has become the center of power.

SHIRLEY: Their leader is here?

VAUGHN: That's right. I held a reception for him this evening, and I'm giving him a tour of one of our new facilities tomorrow.

SHIRLEY: Wow.

Vaughn is visibly pleased with Shirley's fascination.

VAUGHN: He and I are kindred spirits. Together, we're going to build a new world after sweeping away the vast sewer of humanity.

SHIRLEY: Does that include me?

VAUGHN: (smiling) Not if you're among the chosen few who know their place and serve the needs of their masters.

Vaughn puts his arms around her and starts kissing her neck. After an awkward moment, she puts her arms around him.

SHIRLEY: I'm such a lucky girl.

Shirley's face barely hides her disgust.





INT. ABANDONED SUBWAY STATION/MESS HALL

Julie, Ham, Paul, Earl, Charles, and Chris are sitting around a table when Corrine comes in.

CORRINE: I just heard from Shirley. It's confirmed.

PAUL: So what are we going to do?

JULIE: I say we put it to a vote.





INT. ABANDONED SUBWAY STATION/PLATFORM

Maria and Carlos sit together on a platform bench.

MARIA: I don't want you to go.

CARLOS: I have to. The resistance voted to do this, and I'm part of the team.

MARIA: What about us? I don't know what I'd do if I lost you.

CARLOS: You could always go back to Charles.

MARIA: It's all over between Charles and me. I love you.

Neither of them notice that Charles is standing several yards behind them, listening to what they are saying. Charles turns and walks away. Chris sees him approach.

CHRIS: Hey, what's wrong?

CHARLES: Nothing.

CHRIS: Don't blow me off. I always know when you got something on your mind.

CHARLES: I've decided to join the resistance. I want to be out there with you tomorrow.

CHRIS: Tagging along with your big brother again.

CHARLES: Just like old times.





EXT. FORESTED BLUFF OVERLOOKING AIRFIELD - DAY

Wearing camouflage and armed with stolen plasma rifles, Ham, Julie, Paul, Chris, Charles, Carlos, Tony, Lorenzo, Brad, Bandit, Earl, and a squad of Earl's partisans hide on a forested bluff overlooking a small airfield. Ham takes out a pair of binoculars and looks through them.





HAM'S POV THROUGH BINOCULARS - AIRFIELD

The small airfield lies beyond a chain-link fence and appears very unremarkable except for the presence of a number of provisional government soldiers.





BACK TO SCENE

Julie looks over at Ham.

JULIE: So what do you see?

HAM: Nothing. Just a dinky airfield and a few soldiers. This can't be it.

EARL: Maybe they want to keep a low profile. Not draw too much attention to this place.

HAM: I think we've been fed some bad information.

TONY: Hey, look! Someone's coming!

Tony points up at the sky.







EXT. AIRFIELD

A squad shuttle descends toward the airfield.





EXT. FORESTED BUFF OVERLOOKING AIRFIELD

Ham looks through the binoculars. His interest piques suddenly.

HAM: Would you look at that.

EARL: Leme see.

Earl takes the binoculars from Ham and looks through them.





EARL'S POV THROUGH BINOCULARS - SQUAD SHUTTLE

Diana, Elaine, and Edward stand outside the shuttle as General Vaughn and Maximillian emerge from the open hatch.





BACK TO SCENE

Earl puts down the binoculars.

EARL: My friends, we're about to strike the motherlode.

He hands the binoculars back to Ham.

EARL:(to Ham) You still want to pack up and go home?

HAM: Okay, people. Let's finish what we came to do.





EXT. AIRFIELD/PERIMETER FENCE

Several provisional government soldiers stand guard inside the airfield fence beyond which grows a field of tall grass. Suddenly, several old tires strapped with dynamite come rolling toward the fence. Thunderous explosions ensue as the tires hit their target. Resistance fighters sprout up from the field and storm the breaches in the fence.







INT. AIR TRAFFIC CONTROL TOWER

Maximillian, General Vaughn, Diana, Edward, and Elaine hear the explosions outside.

EDWARD: What's going on out there?

DIANA: Not to worry, Governor. We're quite safe.





EXT. AIRFIELD

Resistance fighters stream onto the airfield unopposed or so they think until a wall of shadow troopers appears before them as if from behind an invisible curtain. An intense firefight ensues.





INT. AIR TRAFFIC CONTROL TOWER

Maximillian, General Vaughn, Edward, Diana, and Elaine stand in front of the tower window, watching the battle below.

MAXIMILLIAN: Would someone care to explain this?

DIANA: We have a prototype to demonstrate and thought you'd appreciate a test under real battle conditions.

Diana glances over at Elaine who smiles.





EXT. SKY ABOVE AIRFIELD

A gunship materializes from out of nowhere and sweeps down, unleashing a heavy barrage of plasma fire.





EXT. AIRFIELD

Plasma bolts rain down on the resistance fighters from above. Julie dives to the ground as others are cut down around her. Earl rushes over to Ham who has been hit in the arm.

HAM:(to Earl) I'll be all right. (to the others) Fall back! I said fall back!

Julie plays dead as the shadow troopers rush past her in pursuit of the retreating resistance fighters.





INT. AIR TRAFFIC CONTROL TOWER

Maximillian, General Vaughn, Edward, Diana, and Elaine watch as the resistance fighters scatter and flee across the grass field beyond the fence. Shadow troopers and the gunship continue to fire at them.

MAXIMILLIAN: So these are the rebels who have been giving us so much trouble. They hardly seem a worthy adversary.





EXT. AIRFIELD

Julie opens her eyes and looks around at the bodies of her fallen comrades. Charles lies dead a few feet from her. Suddenly, a large van with Visitor markings emerges from behind the invisible wall. Julie resumes playing dead as the van drives by and stops a short distance from her. A Visitor in a technician's uniform exits from the front of the van. A second technician exits from the rear door.





EXT. FOREST

Ham leans against a tree and tries to catch his breath. He looks down at his charred sleeve. He raises the sleeve, revealing a severe burn on his forearm. He closes his eyes and slips into a state of deep concentration. The burn on his arm begins to glow and slowly fades. He then opens his eyes and looks at his arm which is completely healed.





EXT. AIRFIELD

Standing at the back of the van, Julie peers around the corner. A MALE TECHNICIAN and a FEMALE TECHNICIAN stand several yards away, surveying the carnage. Julie can hear the conversation between the two. Their reverberating voices sound oddly familiar, but their faces are obscured by caps and dark glasses.

FEMALE TECHNICIAN: I told you. The humans are no match for them.

MALE TECHNICIAN: We could have intervened.

FEMALE TECHNICIAN: That would be a blatant violation of our mission parameters.

MALE TECHNICIAN: (sarcastically) Thank you for reminding me.

FEMALE TECHNICIAN: Come on. We don't want to miss the rendezvous.

As the two technicians prepare to leave, Julie enters the van through the rear door.





INT. VAN

The inside of the van is filled with unusual alien equipment. A rack of Visitor uniforms hangs off to the side. Julie hides among the uniforms as the female technician enters the back of the van, closes the rear door, and proceeds to the front of the van.





INT. AIR TRAFFIC CONTROL TOWER

Maximillian, General Vaughn, Edward, and Elaine follow Diana across the room to the opposite window.

DIANA: The new cloaking technology is quite effective, your Eminence. As you have seen, it can be used offensively to surprise the enemy. However, it also can be used defensively to conceal.

Diana picks up a radio transmitter.

DIANA:(speaking into transmitter) This is the supreme commander. Disengage the cloak.





EXT. AIRFIELD

The van makes a U-turn. As it does so, the entire airfield behind it begins to change. Slowly, a long runaway appears with gunships lined up in neat rows on either side of it.





INT. AIR TRAFFIC CONTROL TOWER

Maximillian, Diana, General Vaughn, Edward, and Elaine look out over the uncloaked airfield.

MAXIMILLIAN: Most impressive.







EXT. AIRFIELD

The van accelerates down the runway past the rows of gunships which bear the American-Visitor flag. Suddenly, the van dematerializes.





INT. VAN

Julie steps out from behind the rack of uniforms, goes over to the rear door, and looks out the window.





JULIE'S POV - TAKE OFF

The van lifts off from the runway and ascends at an incredible rate of speed.





EXT. FOREST CLEARING

The battered survivors of the unsuccessful assault have regrouped in a secluded forest clearing. Tony and Carlos help Lorenzo hobble over to Brad who bandages Bandit's arm. Earl attends to some of his own wounded while Paul and Chris stand watch. Suddenly, they hear a rustling sound. Paul and Chris aim their rifles as something emerges from the undergrowth. It is Ham.

HAM: Hey, watch where you point those things.

Paul and Chris lower their weapons. Chris notices the burn mark on Ham's sleeve.

CHRIS: What happened to your arm?

HAM: It's nothing.

PAUL: Let me see.

Paul looks at Ham's uninjured arm.

PAUL: Not a scratch. And we were beginning to think they had finished you off.

HAM: Sorry to disappoint you.

CHRIS: Did you come across anybody else?

HAM: No. How many are missing?

CHRIS: Eight, including my brother.

PAUL: And Julie.

Ham is silent.

CHRIS: We better go out and look for them.

Ham stops him.

HAM: There's no time for that. As soon as the wounded are patched up, we're moving out.

PAUL: But we can't leave the others behind.

HAM: If they haven't made it back by now, they're as good as dead.





INT. VAN

Julie proceeds toward the front of van. There is an opening into the cab. Julie can see inside, but stays back far enough so that she is not noticed by the two technicians who have their backs toward her.





JULIE'S POV - CAB OF VAN

The male technician sits in the driver's seat, and the female technician sits in the passenger seat. Outside the front window, the blue sky gives way to the starry expanse of space. The male technician picks up a microphone-like device and speaks into it. His words sound like recorded human speech played backwards. A reply in the same language comes over the radio, and the female technician activates a glide slope indicator on the console. The male technician banks the van to the left to line up with the glide slope. Several seconds later, the indicator begins to flash. The vehicle decelerates and enters a tunnel which suddenly appears from out of nowhere.





INT. TUNNEL

The van rematerializes and continues down the tunnel.





INT. AIRLOCK TERMINAL

The van stops at an airlock terminal. The two technicians exit the cab of the van and walk toward the airlock. The back door opens, and Julie steps out wearing one of the Visitor uniforms. However, she finds herself unable to breathe and collapses to the ground, struggling for air. The technicians see her. The male technician goes over to a console on the wall and activates a switch. A hissing sound fills the terminal, and Julie is able to breathe again. The female technician walks over to her, pointing some kind of weapon.

FEMALE TECHNICIAN:(reverberating voice) Identify yourself.

JULIE:(catching her breath) Juliet... Parrish.

The female technician lowers her weapon and looks over at the male technician.

FEMALE TECHNICIAN: (reverberating voice) She's human.

The male technician looks back at her.

MALE TECHNICIAN:(without reverberation) Then you can dispense with the Sirian voice.

JULIE: Who are you?

FEMALE TECHNICIAN:(without reverberation) We can't disclose --

The male technician cuts her off.

MALE TECHNICIAN: We don't have names per se, but you may refer to me as Five-Theta-Epsilon.

FIVE-THETA-EPSILON removes his glasses and cap. He bears a striking resemblance to the actor Kelsey Grammar.

FIVE-THETA-EPSILON: And my counterpart here is Nine-Rho-Omega.

He gives NINE-RHO-OMEGA a nudge, and she reluctantly removes her cap and glasses. She bears a striking resemblance to the actress Bebe Neuwirth.

JULIE: You two can't be for real.

FIVE-THETA-EPSILON:(puzzled) Why not?

NINE-RHO-OMEGA: I think she refers to our appearance.

FIVE-THETA-EPSILON: Oh, that. We have the ability to alter our outward appearance which helps us interact with other lifeforms. We learned to mimic humans by observing your television broadcasts.

JULIE: Where are we?

FIVE-THETA-EPSILON: Aboard a surveillance vessel of the Alliance Defense Force.

NINE-RHO-OMEGA: You shouldn't be telling her any of this. Direct contact with the humans has been strictly forbidden.

FIVE-THETA-EPSILON: Relax. This human is an ally.

NINE-RHO-OMEGA: You've been among these humans for too long. It's affected your objectivity.

FIVE-THETA-EPSILON: (to Julie) You'll have to excuse my counterpart. She takes everything so literally due to her inexperience.

A voice makes an announcement which is incomprehensible to Julie.

FIVE-THETA-EPSILON: (to Julie) We have to report in. Come with us.

NINE-RHO-OMEGA: (to her counterpart) And how will you explain this human?

FIVE-THETA-EPSILON: I'll think of something.





INT. ALLIANCE SURVEILLANCE VESSEL/CORRIDOR

The airlock door opens and Five-Theta-Epsilon and Nine-Rho-Omega emerge with Julie. They proceed down a corridor filled with personnel in Alliance uniforms who resemble notable politicians, television personalities, athletes, movie stars, and so forth. The three stop at an elevator door which opens. Five-Theta-Epsilon invites Julie inside.





INT. ALLIANCE SURVEILLANCE VESSEL/COMMAND CENTER

Five-Theta-Epsilon, Nine-Rho-Omega, and Julie walk into a long, narrow chamber which looks faintly like the bridge of a warship. Several crew members are seated at consoles. We see only the back of their heads. At the center of the bridge, a chair is suspended from the ceiling and faces the main view screen.

FIVE-THETA-EPSILON: Intelligence unit returning from earth as ordered.

The chair turns around to face to them. Its occupant, TWO-PHI-SIGMA, resembles the actress Carrie Fisher.

TWO-PHI-SIGMA: Is there some reason for addressing me in a human language?

FIVE-THETA-EPSILON: As a matter of fact, there is. I brought a representative of the human resistance with me. (to Julie) Juliet Parrish, this is our mission commander, Two-Phi-Sigma.

TWO-PHI-SIGMA: I know Alliance Command has tolerated your unorthodox methods in the past, but this time you've gone too far.

NINE-RHO-OMEGA: I tried in vain to warn him.

FIVE-THETA-EPSILON: But this human and others like her can help us defeat the Sirians.

TWO-PHI-SIGMA: The Presidium has made its view on the entire matter quite clear. Our conflict with the Sirians does not involve the humans.

JULIE: How can you say that? Of course, it involves us.

FIVE-THETA-EPSILON: She's right. The Sirians are producing weapons with the help of humans. They're also testing cloaking technology.

TWO-PHI-SIGMA: I see. Alliance Command will have to be notified of that. We've been authorized by the Presidium to use all means necessary to neutralize the Sirian threat even if it requires the complete elimination of the Sirians themselves.

FIVE-THETA-EPSILON: And the humans?

TWO-PHI-SIGMA: If necessary, earth's indigenous population is expendable.

JULIE: Expendable?!

TWO-PHI-SIGMA: Your world has been contaminated by the Sirian presence. Given your people's own violent history, they could pose an even greater threat to us.

One of the bridge crew, SIX-KAPPA-DELTA, turns away from his console to address Twp-Phi-Sigma. He resembles the actor Mark Hamill.

SIX-KAPPA-DELTA: Commander, we're in visual range of the target area.

TWO-PHI-SIGMA: Activate main view screen.

The chair turns around to face the view screen which shows an object in orbit around earth. It is still too far away to be clearly identified.

TWO-PHI-SIGMA: Full magnification.

The magnified image shows a massive spacecraft composed of two saucers sandwiched together. Each saucer is ringed with landing bays and turbo lasers. Julie, Five-Theta-Epsilon, and Nine-Rho-Omega come around to look at it.

JULIE: What is that?

TWO-PHI-SIGMA: The Sirian leader's command ship.

FIVE-THETA-EPSILON: The Sirian presence on this planet is formidable. They won't be dislodged without a fight.

TWO-PHI-SIGMA: Alliance Command is already assembling a strike force. Very soon, it will be sent to Earth to engage the Sirians in one last decisive battle.

Suddenly, the command center is rocked by an explosion, and warning alarms begin to blare. Two-Phi-Sigma goes over to Six-Kappa-Delta.

TWO-PHI-SIGMA: What happened?

SIX-KAPPA-DELTA: According to our internal sensors, we just struck a gravitic mine, but the external scanners are clear.

TWO-PHI-SIGMA: How is that possible?

Five-Theta-Epsilon comes up behind her.

FIVE-THETA-EPSILON:(gravely) We may have entered a cloaked minefield.

TWO-PHI-SIGMA: Bring us to a full stop!

The command center is shaken by a second explosion. The ship begins to shudder.

TWO-PHI-SIGMA: Damage report.

SIX-KAPPA-DELTA: We're losing power, and our cloak is failing.

TWO-PHI-SIGMA: Can we initiate an emergency jump?

SIX-KAPPA-DELTA: Negative. I'm picking up a large number of enemy craft closing in on our position.





EXT. SPACE

Gunships close in on the stricken surveillance vessel and begin firing torpedoes.





INT. ALLIANCE SURVEY VESSEL/COMMAND CENTER

Julie, Five-Theta-Epsilon, Nine-Rho-Omega, and Two-Phi-Sigma stand behind Six-Kappa-Delta who watches a monitor at his console.

SIX-KAPPA-DELTA: The Sirian gunships are launching torpedoes.

TWO-PHI-SIGMA: (to Six-Kappa-Delta) Send a coded emergency transmission to Alliance Command informing them of the situation.

She turns to Five-Theta-Epsilon and Nine-Rho-Omega.

TWO-PHI-SIGMA: I'm ordering the two of you to return to Earth with the human while you still can.

FIVE-THETA-EPSILON: Understood.

Five-Theta-Epsilon and Nine-Rho-Omega leave with Julie.





EXT. ALLIANCE SURVEILLANCE VESSEL

The incoming torpedoes explode against the surveillance vessel's shields.





INT. ALLIANCE SURVEILLANCE VESSEL/CORRIDOR

Julie, Five-Theta-Epsilon, and Nine-Rho-Omega make their way though the crowded corridor as alarms blare and explosions shake the ship.





INT. ALLIANCE SURVEY VESSEL/COMMAND CENTER

The command center is filled with fire and smoke as Six-Kappa-Delta turns to Two-Phi-Sigma.

SIX-KAPPA-DELTA: Our defense screens are collapsing!





INT. VAN

Five-Theta-Epsilon gets behind the wheel while Julie enters through the passenger side followed by Nine-Rho-Omega. Looking through the front window, they see explosions erupting further down the launch tunnel.

FIVE-THETA-EPSILON: Activate the cloak.

NINE-RHO-OMEGA: Cloak activated.

FIVE-THETA-EPSILON: Standby for emergency launch sequence.

Five-Theta-Epsilon shifts the van into drive and floors the gas pedal. The truck catapults down the tunnel and into space at incredible speed.





EXT. ALLIANCE SURVEILLANCE VESSEL

Another wave of torpedoes strikes the hull of the surveillance vessel, causing it to explode.





INT. VAN

The explosion lights up the interior of the van. Nine-Rho-Omega turns to Five-Theta-Epsilon who veers the vehicle to the left and follows behind a gunship.

NINE-RHO-OMEGA: What are you doing?

FIVE-THETA-EPSILON: Following one of them out of the minefield.

The gunship they are following falls into formation with the other gunships. They find themselves completely surrounded.

JULIE:(nervously) Are you sure this a good idea?

FIVE-THETA-EPSILON: Not to worry. We couldn't be doing this if they knew we were here.





EXT. LEADER'S COMMAND SHIP

The gunships stream toward the mammoth command ship. Its structure swallows the smaller ships as they proceed toward hangar bays located in between the two massive saucers.





INT. VAN

Julie, Five-Theta-Epsilon, and Nine-Rho-Omega continue to follow the gunships as they approach the command ship.

FIVE-THETA-EPSILON: It's time to break formation.

They veer away from the command ship and head back for earth.

NINE-RHO-OMEGA: Where are we going exactly?

JULIE: How about my place?





INT. UNDERGROUND SUBWAY STATION/SUBWAY PLATFORM

Ham walks by as Chris sits with Corrine, trying to console her. Chris looks up and shoots him an angry look. Ham gets the message and keeps walking.





INT. UNDERGROUND SUBWAY STATION/SLEEPING QUARTERS

Paul sits on Julie's bunk putting things into a box. Ham walks over to him.

HAM: What are you doing?

PAUL: What does it look like? I'm collecting Julie's things.

HAM: Look, I know you hate my guts, but I couldn't sacrifice the team for any one person. Julie would understand.

PAUL: Well, I don't.

Paul gets up and shoves the box into Ham's arms.

PAUL: Here. I'll let you figure out what to do with this.

Paul storms off. Ham sits down on the bed with the box. He notices Xon standing several feet away, studying him.

HAM: What are you looking at?

XON: You're a very intriguing human, Hamilton Tyler.

Xon walks over to him. Ham gets up, but Xon corners him.

XON: Why do you avoid me?

HAM: Cause I don't like lizards.

XON: That much is clear, but there's more to it. You keep so much hidden.

HAM: Like what?

XON: Your feelings for Julie.

HAM: I don't know what you're talking about.

XON: I sense the tension between your love for her and a desire for vengeance which goes beyond all human emotion.

HAM: I'm not listening to any more of this.

Ham starts to walk away, but Xon grabs his arm.

XON: Who are you?

Ham breaks free.

HAM: Stay away from me.

Ham walks off.





EXT. MANHATTAN/SOUTHSIDE SEAPORT/PIER - NIGHT

A drunken VAGABOND sits alone at the edge of a pier. Suddenly, the van materializes on the pier and speeds off in the direction of the Southside Seaport. The vagabond cannot believe his eyes.

VAGABOND: Whoa!





INT. VAN

Julie looks over at Five-Theta-Epsilon.

JULIE: You know, this truck, or whatever it is, is going to stick out like a sore thumb.

FIVE-THETA-EPSILON: We can fix that.

Nine-Rho-Omega activates the display on the console, and pictures of various automobiles flash across the screen. She presses the button to select an ordinary-looking delivery truck.





EXT. MANHATTAN/SOUTHSIDE SEAPORT

As the van leaves the pier, it transforms itself into the delivery truck.





EXT. SPACE - DREAM SEQUENCE

The surface of an earth-like world emerges from darkness. A Visitor Mothership appears from overhead and descends into the planet's atmosphere where it explodes, causing massive shockwaves which emanate outward like ripples. An atmospheric tidal wave rushes forward and fills the screen.



END DREAM SEQUENCE





INT. ABANDONED SUBWAY STATION/SLEEPING QUARTERS

Ham bolts up from his bunk, his face covered with perspiration.





INT. ABANDONED SUBWAY STATION/RESTROOM

The restroom light comes on, and Ham walks over to the sink. He turns on the faucet and splashes water on his face. He hunches over the sink for a moment, trying to regain his composure. He then looks up and sees Xon standing behind him in the mirror. Ham turns to face him.

HAM:(angrily) Can't you take a hint?!

XON: You carry a very heavy burden, my friend. I want to help.

HAM: I don't need your help.

Xon approaches him. Ham starts to move away.

XON: The time has come. Don't fight it.

Xon makes eye contact with Ham who stops resisting.

XON: Open your mind and share your secrets with me.





EXTREME CLOSEUP - HAM'S EYE

The camera zooms in on Ham's eye until we see an image forming in the darkness of his pupil.





EXT. STRATOSPHERE - FLASHBACK SEQUENCE

We soar high in earth's atmosphere above giant cloud formations. It is a peaceful and breathtaking sight which is suddenly cut short by the sound and flash of an explosion. Alarms ring in the background as we begin to descend rapidly, careening out of control.





SERIES OF SHOTS

A) We dive into the clouds below and are shaken by violent thunderstorms.

B) We break through the cloud cover, and mountainous terrain rushes to meet us.

C) A deafening roar is heard as we plummet into a dense forest and smash through trees. After the final impact, everything goes black.





EXT. TREE TOPS - NIGHT

The thunderstorm continues to rage as a military helicopter flies over the forest, shining search lights into the dense canopy below.





INT. HELICOPTER

A younger-looking Ham Tyler and ALEX HALE, both wearing environmental suits, walk over to the cockpit where the PILOT and COPILOT are surrounded by all kinds of instrumentation, including an infrared monitor. The four speak to each other through headsets as the chopper is buffeted by wind and rain.

ALEX: So what do you got for us?

PILOT: We're coming up on the crash site. The debris field is still warm.

COPILOT: You guys mind telling us what we shot down that could be so important?

HAM: That's classified information.

COPILOT:(to pilot) Probably a Soviet spy plane.

PILOT: I hate to tell you this, gentlemen, but we won't be able to land on this terrain.

HAM: Then you'll have to lower us down.

PILOT: All right. (to copilot) Go back and help them with the harnesses.

Ham and Alex follow the copilot to the back of the chopper.





EXT. HELICOPTER

Ham and Alex are lowered down from the helicopter on cables. They are wearing full environmental suits which include head gear and gloves.





EXT. FOREST

Ham and Alex reach the ground and unhook themselves from the cables.

HAM:(to pilot) We're down. We'll contact you when we're ready for pickup.

PILOT:(over transmitter) Acknowledged.

The chopper flies off. Ham turns on a flashlight.

HAM:(to Alex) Let's go.





EXT. CRASH SITE

Ham and Alex make their way through the wind and rain toward the still smouldering crash site. They scan the area with their flashlights. A debris-strewn path of destruction has been cut through the foliage and ends abruptly at an impact crater. The two enter the crater and see wreckage from a strange-looking spacecraft. They approach it.

HAM: Talk to me, Hale. You're the tech expert. What do you make of it?

HALE: It certainly doesn't belong to us.

HAM: Brilliant. I already figured that out myself. You think the Reds could have built it?

ALEX: If they did, it'd be their greatest coup since Sputnik.

Ham scans the damaged hull of the craft with his flashlight.

HAM: I don't see any markings or identification on it.

ALEX: Tyler, over here.

Ham walks over to Alex who shines his flashlight into an opening.

ALEX: Looks like a hatchway. The crash probably blew it open.

HAM: We're going in.

ALEX: After you.

Alex follows Ham through the hatch.





INT. WRECKED SPACECRAFT/CORRIDOR

Ham and Alex enter a narrow corridor which goes off in two directions. Alex makes a sweep with a Geiger counter.

HAM: Picking up anything?

ALEX: It's clean.

Ham removes his head gear.

ALEX: You shouldn't do that.

HAM: Relax, Hale. I swear. Sometimes you act like a little old lady.

ALEX: Have it your way, Tyler. What do we do now?

HAM: Split up. You go to the left, and I'll go to the right.

ALEX: Okay, but be careful.

Ham and Alex split up.





INT. WRECKED SPACECRAFT/COCKPIT

Ham enters the spacecraft's cockpit which looks like it took the full force of the impact from the crash. The entire interior is badly burned and mangled, and rainwater pours in through huge gashes in the hull. Ham notices something sitting at the front of the cockpit. He walks over and turns it around, revealing the scorched remains of the pilot who has been burned beyond recognition.

HAM:(into headset) Hale, do you copy?

ALEX:(over transmitter) Yeah. What's up?

HAM: I'm in what appears to be the cockpit of this thing. I found the pilot or what's left of him. He looks like a charcoal briquette. What's happening on your end?

ALEX:(over transmitter) I think I'm in the engine room. There's equipment here I can't even begin to explain.

Ham walks over to one of the consoles.

HAM:(into headset) I hear you. It's the same thing on my end.

Something comes up behind Ham.

ALEX:(over transmitter) I know this sounds crazy, Tyler, but I don't think this was built by human hands.

Instinctively, Ham spins around and comes face to face with the burned corpse which pushes him to the floor. Ham yells as the corpse pins him down.

HAM: Alex!

A clear, fluorescent stream of fluid pours out of the corpse's mouth and onto Ham's face where it travels into his nose and mouth.

ALEX:(over transmitter) Tyler, what's wrong? Tyler, do you copy? Ham!

Ham manages to push off the corpse, and it tumbles to the floor beside him. He then goes into convulsions. After several seconds, the convulsions stop, and he opens his eyes. Alex comes in and rushes over to him.

ALEX: Christ, are you all right?

He helps Ham to his feet. Ham appears somewhat disoriented.

HAM: I'm... fine...

ALEX: What happened?

Ham pulls himself together.

HAM: That corpse fell over and startled me.

Alex looks over at the corpse.

ALEX: I come running 'cause you got spooked by a stiff.

Alex goes over to the corpse and examines it. While he does this, Ham moves over to a console and begins activating switches.

ALEX: Tyler, we got to find someone to examine this. I don't think it's human.

Alarms suddenly sound.

ALEX: What's going on?

Ham grabs Alex.

HAM: We have to get out here! Now!

Ham pulls Alex through the exit as the entire interior of the spacecraft begins to glow.





INT. WRECKED SPACECRAFT/CORRIDOR

Ham runs down the corridor trailed by Alex.

HAM: Hurry!

The glow keeps getting brighter.





EXT. CRASH SITE

Ham and Alex dash for safety as the hull of the wrecked spacecraft becomes white hot. Ham pulls Alex over the outer edge of the impact crater just as the spacecraft explodes in a tremendous flash. The two peer over the crater wall and see that the spacecraft has been completely incinerated.



END FLASHBACK SEQUENCE





INT. ABANDONED SUBWAY STATION/RESTROOM

Xon breaks the telepathic link with Ham.

XON: Your thoughts... aren't completely human.

HAM: That's because I'm not completely human.

Ham takes a glass from the sink. He opens his mouth, and the clear, fluorescent fluid flows out into the glass.

XON: What is that?

HAM: This came from the home planet of the Umaari. They called it the living water.

XON: But the Umaari no longer exist. Their world was destroyed by the Leader.

HAM: A lone survivor escaped to earth. After his ship crashed, the living water kept him alive until it could be passed to a new host.

XON: Why?

HAM: It's all that remains of a sentient ocean which shared consciousness with those who drank from it. Over time, it contained the collective memory of over a thousand generations of Umaari.

XON: Incredible. And now that memory has been entrusted to you.

HAM: Yes.

Ham drinks the fluid from the glass.

XON: But why did the Umaari survivor come to earth?

HAM: To carry on the fight. To make the lizards pay for what they did.

XON: Planting a bomb that laid waste to our entire planet wasn't enough?

HAM: The Umaari didn't start this war. They came to your world on a mission of mercy and shared their knowledge with you. And you repaid them by invading their planet and enslaving them. The Umaari resistance struck back the only way it knew how.

XON: And what did that accomplish? The Leader remained in power, the weak and innocent on my planet suffered, and the Umaari were exterminated in retaliation.

Paul comes in and sees them.

PAUL:(excitedly) We've been looking for you. Julie's back.

HAM: What?

PAUL: Julie's back, and she brought two guests with her. Come on.

Ham and Xon follow Paul.





INT. ABANDONED SUBWAY STATION/MESS HALL

Julie, Ham, Paul, Chris, Corrine, Gail, Maria, Tony, Bandit, Lorenzo, Ana, Brad, Carlos, and Xon have assembled to meet Five-Theta-Epsilon and Nine-Rho-Omega.

CHRIS: If you're with this so-called Alliance, how come we haven't heard from you until now?

NINE-RHO-OMEGA: Because communication with primitive lifeforms is forbidden.

Five-Theta-Epsilon tries to strike a more diplomatic tone.

FIVE-THETA-EPSILON: What my counterpart is trying to say is that earth was designated a protectorate by the Alliance. All outside contact with your planet was strictly prohibited so as not to interfere with the natural development of human civilization.

PAUL: No offense, but you've done a miserable job of protecting us.

FIVE-THETA-EPSILON: Actually, the protectorate was established not so much for your protection but for our own.

CORRINE: What possible threat could we pose to you?

FIVE-THETA-EPSILON: None when left alone. You were more of a threat to each other than to us. Unfortunately, the arrival of the Sirians changed that.

CORRINE: How?

FIVE-THETA-EPSILON: The Sirian homeworld was once a protectorate like your own planet until a renegade group within the Alliance, the Umaari dissidents, made unauthorized contact with the Sirians.

XON: The Umaari dissidents saved my people from a plague that would have killed them.

FIVE-THETA-EPSILON: They also exposed them to knowledge and technology which your leader later used to build weapons to attack us. It's feared that the same thing could happen here now that earth has fallen under Sirian influence.

BRAD: Then why did you allow the Visitors to come here in the first place?

FIVE-THETA-EPSILON: The Alliance is a federation of peaceful worlds. We were created to serve as its police force, not as a large standing army. Only now have we become strong enough to launch a counteroffensive against the Sirians.





INT. CITADEL/CONFERENCE ROOM

Xur, Diana, JESSICA, and the other SQUADRON COMMANDERS for South America, Europe, Africa, Asia, and Oceania sit around the conference table under the watchful gaze of the Leader's Inner Guard. The door slides open, and Maximillian enters. Everyone at the table stands at attention as he takes his place at the head of the table.

MAXIMILLIAN: Please be seated.

They take their seats.

MAXIMILLIAN: I convened this meeting because I'm interested in the military's assessment of the situation since our interception of the Alliance surveillance vessel.

XUR: It's quite simple. The Alliance is probing for weaknesses in preparation for a final assault.

MAXIMILLIAN: And when do you think they'll strike?

XUR: Sooner rather than later. The Alliance knows the strategic importance of this planet. They won't let us have it without a fight.

MAXIMILLIAN: Is the military prepared to engage them?

XUR: Of course. Our forces in this sector are formidable.

DIANA: Especially if we include the Shadow Guard units.

XUR: Their assistance won't be required.

MAXIMILLIAN: On the contrary, I expect the military and the Shadow Guard to coordinate their efforts.

XUR: The defense of this planet is a military matter.

MAXIMILLIAN: The defense of this planet transcends petty rivalries. I will not allow the Shadow Guard to stand idle because of your personal prejudices.

XUR: I make no apologies for those prejudices. My soldiers fight because duty and honor compel it. They don't need neuro-implants to motivate them.

MAXIMILLIAN: You cling to the past, Xur. The Shadow Guard is the army of the New Order.

Xur stands up.

XUR:(cooly) Is that all?

MAXIMILLIAN: Yes. You're dismissed.

Xur leaves abruptly. The other officers file out behind him.





INT. ABANDONED SUBWAY STATION/HOLDING ROOM

Peering through the window in the door, Five-Theta-Epsilon studies MIKE DONOVAN who remains chained and shackled to a chair.





INT. ABANDONED SUBWAY STATION/HALLWAY OUTSIDE HOLDING ROOM

Julie, Ham, Xon, and Nine-Rho-Omega stand behind Five-Theta-Epsilon who continues looking into the holding room.

FIVE-THETA-EPSILON: Who is he?

JULIE: His name is Mike Donovan. He was with the resistance until the Visitors turned him into one of their shadow troopers. You think you can help him?

FIVE-THETA-EPSILON: After studying several captured shadow troopers, we discovered how to neutralize their neuro-implants. Unfortunately, our attempts to undo the effects of their conditioning were less successful.

XON: Shadow troopers are conditioned as children before they've developed any true sense of identity. This human, though, has a prior identity. It may be possible to restore his memories once the implant is disabled.

Five-Theta-Epsilon looks over at Nine-Rho-Omega.





INT. ABANDONED SUBWAY STATION/HOLDING ROOM

Mike stares straight ahead, still as a statue. The door to the holding room opens, and someone enters. Mike comes out of his trance-like state and looks over at Diana who approaches him.

DIANA: Identify yourself.

Mike snaps to attention.

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

DIANA: What is your function?

MIKE: To serve the Leader by serving you, Supreme Commander.

Five-Theta-Epsilon enters, wearing a white medic's uniform and carrying a device in his hand.

DIANA:(to Mike) We were fortunate to find you, shadow trooper. This medic will examine you to determine whether the humans have tampered with your implant.

MIKE: As you wish.

Five-Theta-Epsilon walks behind Mike, attaches the device to the back of his neck, and looks over at Diana.

DIANA: Proceed.

Five-Theta-Epsilon activates the device which emits a high-pitched sound. Mike throws back his head and screams in pain. After several seconds, the device deactivates, and Mike stops screaming. Five-Theta-Epsilon removes the device and examines it.

FIVE-THETA-EPSILON:(to Diana) The implant has been neutralized.

Mike regains his composure.

MIKE: What have you done?

He looks up and sees Xon walk in with Julie and Ham.

DIANA:(to Xon) He's ready.

Mike looks over at Diana in utter confusion.

MIKE: Why are you doing this?

Diana transforms into Nine-Rho-Omega before Mike's eyes. Xon walks over to him.

XON: Because we want to help you find your true self, Michael Donovan.

MIKE: That name has no meaning to me.

Xon gazes into Mike's eyes.

XON: I want to speak to Michael Donovan.

MIKE: He no longer exists.

XON: But he does. I can feel his presence. Share your thoughts with me, Mike.





EXTREME CLOSEUP - MIKE'S EYE

The camera zooms in on Mike's eye until we see an image forming in the darkness of his pupil.





EXT. MIKE DONOVAN'S APARTMENT/FIRE ESCAPE - FLASHBACK SEQUENCE

Mike climbs out of a window and onto a fire escape. He looks up several flights and sees someone at the top of the fire escape climbing onto the roof. Mike goes after him.

XON (voice over): What are you doing?

MIKE (voice over): Looking for someone.

XON (voice over): Who?

MIKE (voice over): I don't remember.

Mike reaches the top of the fire escape and climbs a ladder to the roof. Just as he is about to reach the top, two men in dark glasses emerge from over the edge of the roof and reach out to grab him. Startled, Mike instinctively leaps back and falls onto the landing of the fire escape. The two men come down after him. Mike gets up and notices two more men coming up from below. Realizing that he can no longer move up or down, he swings over the railing and onto the narrow ledge running along the side of the building. Mike fights to maintain his precarious balance while keeping distance between himself and his pursuers who are following him along the ledge. The blood loss from his arm inhibits his ability to concentrate. He reaches a storm water pipe running down the side of the building from the roof. He grabs the pipe and tries to climb up it. The pipe, however, is not designed to hold Mike's weight and pulls away from the wall. Mike is able to grab onto the roof ledge and hangs precariously from it. SEAN DONOVAN appears at the edge of the roof and looks down at his father.

SEAN: Dad, give me your hand.

Sean extends his hand. As Mike reaches out, a man in dark glasses appears beside Sean and grabs Mike's hand.

MIKE: No!

Mike pulls away and falls.

MIKE: Seannnn!



END FLASHBACK SEQUENCE





INT. ABANDONED SUBWAY STATION/HOLDING ROOM

Xon breaks the telepathic link with Mike who struggles with his restored memories.

MIKE: Sean... What did they do to you?

XON:(to Ham and Julie) His mind has been restored.

Julie walks over to Mike and kneels in front of him.

JULIE: Mike...

Mike looks up at her.

MIKE: Julie?

JULIE: Yes, it's me.

Mike turns to Ham.

HAM: Hello, gooder.

MIKE: Tyler... What happened? Where am I?

JULIE: That's a long story.





INT. ABANDONED SUBWAY STATION/SLEEPING QUARTERS

Martin is entertaining Jimmy when Brad enters with Nine-Rho-Omega.

NINE-RHO-OMEGA: So this is how you humans live?

BRAD: I know it doesn't look like much.

NINE-RHO-OMEGA: It's positively primitive.

Brad flops down on his cot.

BRAD: Hey, it's a place to sleep. You better get used to it.

NINE-RHO-OMEGA: I don't sleep.

BRAD: And I suppose you don't eat or breathe?

NINE-RHO-OMEGA: Not unless my primary systems fail. I'm designed to sustain my biological functions in a far more efficient manner than you are.

BRAD: Then I won't bother showing you the bathroom.

Nine-Rho-Omega notices a picture of Brad and Lisa Kennedy on top of a footlocker near Brad's cot. She picks it up.

NINE-RHO-OMEGA: What is this?

BRAD: It's a picture of me and my girlfriend, Lisa.

NINE-RHO-OMEGA: And where is this Lisa?

Brad hesitates for a second.

BRAD: The Visitors killed her.

NINE-RHO-OMEGA: Then why do you keep a picture of her?

BRAD: It's something to remember her by.

NINE-RHO-OMEGA: But she's dead. To dwell on it seems pointless.

Xon comes in and overhears their conversation.

BRAD: Haven't you ever cared about anyone?

NINE-RHO-OMEGA: I've been trained to avoid such attachments. They cloud one's judgment and interfere with the performance of duty.

BRAD: But there's more to life than duty.

NINE-RHO-OMEGA: That's something my counterpart would say.

BRAD: You should listen to him.

NINE-RHO-OMEGA: He's just eccentric. They should have retired him a long time ago.

BRAD: You're a real iceberg. I feel sorry for you. You don't know what your missing.

NINE-RHO-OMEGA: Explain.

BRAD: That won't be easy.

XON: Perhaps I can help.





INT. ABANDONED SUBWAY STATION/HOLDING CELL

Julie and Ham free Mike from his chains.

MIKE: I'm not sure this is a good idea. I might still be dangerous.

JULIE: Don't talk like that. You're okay, now.

MIKE: Am I? The Visitors turned me into a killing machine, and everything they put in my head is still there.

HAM: That's not necessarily bad, Donovan. You know things that could help us.

JULIE: Ham's right, Mike. We need you.





INT. ABANDONED SUBWAY STATION/SLEEPING QUARTERS

Five-Theta-Epsilon, Paul, Maria, Carlos, Tony, Bandit, Martin, and Jimmy look on as Brad, Nine-Rho-Omega, and Xon stand facing one another. The three are linked together telepathically.

XON: The link is complete. Our minds are one.

Xon moves toward Brad and Nine-Rho-Omega and turns them so that they face each other. Brad watches as Nine-Rho-Omega transforms into a likeness of Lisa Kennedy. Everyone in the room, Maria in particular, looks on in amazement.

BRAD: Lisa...

NINE-RHO-OMEGA: As you remember her.

She leans over and kisses him.





INT. PARRISH PENTHOUSE/EDWARD'S STUDY

Edward walks over to the liquor cabinet, opens the door, and removes a bottle. As he does so, he sees his reflection in the mirror inside the cabinet. To his horror, his once youthful face has become covered with wrinkles and age spots.

EDWARD: No...

Painful spasms rack his body.

EDWARD: Not again...

He stumbles over to his desk and opens the bottom drawer which contains two cylindrical metal containers. He removes one and opens it, uncovering a glowing crystal. He grabs the crystal which transfers its energy into his body until it is completely dark. Edward sits back, looking young and vital once again. The door opens, and Amanda enters with Frank.

AMANDA: Edward, Frank is here to see you.

Edward turns around. Amanda sees the darkened crystal and starts to leave.

EDWARD: Don't go. I want to talk you.

AMANDA: About what?

EDWARD: Frank told me everything.

Amanda glares at Frank.

EDWARD: You really think I'm a monster, don't you?

Amanda looks back at Edward in silence.

EDWARD: Perhaps Julie was right. Maybe I have become some kind of vampire.

Amanda was not expecting such an admission. Edward turns around and walks over to the window.

EDWARD: I never wanted it to be this way, Mandy. I wish you could believe that.

Amanda goes over to him and puts her hand on his shoulder.

AMANDA: I do, Edward.

Edward turns around and faces her.

EDWARD: I want to make it up to you. I'm going to set things right. I swear it.

Amanda hugs Edward.

AMANDA: We'll do it together.

Edward breaks the embrace.

EDWARD: No. It's too dangerous. You and Frank have to go to Julie where you'll be safe. I'll send Matt too.

AMANDA: Come with us.

EDWARD: You know that's impossible. The Visitors have me on a very short leash. I can't survive without them.

AMANDA: I won't leave you.

EDWARD: Please don't fight me on this. If you love me, you'll do this for me.

FRANK: Come on, Amanda.

Frank takes Amanda's hand.

EDWARD: Frank, you take good care of her, you hear me?

Frank nods and leaves with Amanda.





INT. ABANDONED SUBWAY STATION/HALLWAY

Maria follows Nine-Rho-Omega down a corridor.

MARIA:(calling out) Hey, I want to talk to you!

Nine-Rho-Omega stops and turns around as Maria comes up to her.

NINE-RHO-OMEGA: What's up, Maria?

MARIA: Please stop it. Stop acting like Lisa.

NINE-RHO-OMEGA: Why should I?

MARIA: Because Lisa was my best friend, and I resent you impersonating her. It's sacrilegious.

NINE-RHO-OMEGA: Brad doesn't think so. He likes me this way. I'm everything he wanted Lisa to be.

MARIA: But it's just an illusion. It isn't real.

NINE-RHO-OMEGA: If Brad is happy, why should that matter?

Maria does not have an answer. Nine-Rho-Omega turns and leaves.





INT. ABANDONED SUBWAY STATION/PLATFORM

Paul comes over to Ham who sits on the platform bench.

PAUL: Julie back yet?

HAM: Nope.

PAUL: You mind if I ask you something?

HAM: Go ahead.

Paul sits down next to Ham.

PAUL: You got to know Julie and Donovan pretty well back in L.A., didn't you?

HAM: You could say that.

PAUL: How'd the two of them get along?

HAM: What do you mean?

PAUL: Were they... close?

HAM: I guess they were at one time, but it never went anywhere. Gooder's too restless to ever settle down.

Paul is pleased to hear this.

PAUL: Then maybe Julie and I can still get back together. You think I'm dreaming?

HAM:(irritated) Why you asking me?!

PAUL: Hey, forget I brought it up.

Julie walks up to the platform with Amanda and Frank.

JULIE: We're back. Sorry to keep you waiting.

Ham and Paul get up and walk over to them.

JULIE: Mom and Frank, you already know Paul.

PAUL: Hello, Amanda.

AMANDA: It's good to see you again, Paul.

JULIE: And this is Ham Tyler.

AMANDA: Hello, Mr. Tyler. Julie told me you weren't exactly thrilled about us coming here.

HAM: I don't like the idea of taking in the wife and friend of a collaborator.

FRANK: You better watch your mouth, pal.

Frank steps toward Ham, but Amanda holds him back.

AMANDA: (to Frank) Stop it. (to Ham) I know my husband has made some terrible mistakes, Mr. Tyler, but deep down he's still a good and decent man.

HAM: We'll see about that.







INT. NEW YORK MOTHERSHIP/DIANA'S QUARTERS

Diana is sitting at her desk. The intercom buzzes.

DIANA:(into intercom) Yes?

ANGELA'S VOICE: Diana, it's Angela.

DIANA: Enter.

The door opens and ANGELA steps inside.

ANGELA: Preparations are almost complete, supreme commander. The assault team is being assembled right now.

DIANA: And who will lead it?

ANGELA: As chief of security, I assumed I would.

DIANA: Actually, I had someone else in mind.

ANGELA: Who?

DIANA: Your deputy, Phillip.

ANGELA: With all due respect, why would we entrust command to a suspected traitor?

DIANA: Because it's time to force our comrade to show his true colors.





INT. ABANDONED SUBWAY STATION/MESS HALL

Corrine sits alone at a table, peeling carrots. She stops when she sees Amanda enter the mess hall.

AMANDA: Hello, Corrine. Can we talk?

CORRINE: What's left to say?

Amanda walks over to her.

AMANDA: I know you hold me responsible for what happened to Cynthia.

Corrine remains silent.

AMANDA: I don't know what to say except... I'm sorry. I'm so sorry.

Amanda breaks down and sobs.

CORRINE: Amanda...

Corrine gets up and embraces her.

AMANDA: I loved her like my own daughter.

CORRINE: I know.

AMANDA: Please forgive me.

Corrine looks Amanda in the eye.

CORRINE: There's nothing to forgive, Amanda. I don't blame you.

Amanda tries to regain her composure.

AMANDA: I have something for you.

Amanda takes out a gold brooch covered with precious stones.

AMANDA: This was Cynthia's going away present. Edward thought you should have to it.

She gives it to Amanda.





INT. VISITOR HEADQUARTERS/RECEPTION AREA

LOIS BERGMAN is sitting behind her desk when Angela enters.

ANGELA: Where's Phillip?

LOIS: He's in his office.

Lois watches as Angela enters Phillip's office.





INT. VISITOR HEADQUARTERS/PHILLIP'S OFFICE

PHILLIP gets up from behind his desk as Angela enters.

PHILLIP: Angela, what do I owe for the pleasure of this visit?

ANGELA: I have a matter of the utmost importance to discuss with you.

As Angela closes the door, Phillip surreptitiously activates the intercom on his desk.

PHILLIP: What is it?







INT. VISITOR HEADQUARTERS/RECEPTION AREA

Lois listens to the conversation between Angela and Phillip on her intercom.

ANGELA'S VOICE:(over intercom) Governor Parrish has helped us locate the secret base of the resistance. You've been given the honor of leading the raid against it.

Alarmed, Lois gets up from her desk.





INT. VISITOR HEADQUARTERS/PHILLIP'S OFFICE

Angela studies Phillip.

PHILLIP: Why me?

ANGELA: Diana insisted. Is something wrong? You seem troubled.

PHILLIP: No. I'm...honored by her show of confidence. When will the attack commence?

ANGELA: Immediately. The assault team is waiting for you.





INT. ABANDONED SUBWAY STATION/PLATFORM

Julie sits on the subway platform with Amanda. Ham runs over to them.

HAM: We got to get out of here! The lizards are coming!

JULIE: What?!

HAM: Lois called. She said your father helped them find us.

JULIE: How?

Julie looks over at Amanda.

AMANDA: Corrine...

Amanda dashes off with Julie and Ham following behind.





INT. ABANDONED SUBWAY STATION/SLEEPING QUARTERS

Ham, Julie, and Amanda hover over Corrine as she removes the gold brooch from her jewelry box.

CORRINE: Here it is.

HAM: Give it to me.

Corrine gives the brooch to Ham who drops it on the floor and smashes it with his foot.

CORRINE: Hey, what are you doing?!

Ham reaches down and picks up a small device. Julie looks at it.

JULIE: A transmitter.

AMANDA: (in utter despair) Edward, how could you?!





INT. ABANDONED SUBWAY STATION/PLATFORM

Katrina walks up onto the platform and sees everyone rushing about. Gail runs over to her.

GAIL: Trina! Gather up your things. We have to leave.

KATRINA: Why, mama? What's going on?

GAIL: The Visitors are going to attack. Where's Jimmy and your brother?

KATRINA: They're playing in the tunnel.

GAIL:(panicked) Where in the tunnel?!

KATRINA: (scared) I don't know.

GAIL: Oh, God! I'm going after them! Find your father!

Gail runs off.





INT. ABANDONED SUBWAY STATION/HOLDING ROOM

Mike turns around as Ham enters with two plasma rifles.

HAM: Donovan, it's time to make yourself useful! We got lizards coming!

Ham tosses one of the rifles at Mike who catches it.

HAM: I assume you still know how to use one of those.

Mike hesitates.

MIKE: Yeah.

HAM: Good. Come on!





INT. ABANDONED SUBWAY STATION/PLATFORM

Julie, Amanda, Frank, Chris, Corrine, and Katrina are on the platform.

KATRINA: (extremely upset) I'm sorry, daddy. I should never have left them.

Chris gives her a kiss on the forehead.

CHRIS: Don't worry. I'll bring them back.

JULIE: Frank and I are going with you.

AMANDA: Please be careful.

Chris leaves with Julie and Frank as Ham and Mike come out onto the platform.

HAM: Where are they going?

CORRINE: Down the tunnel to find Gail and the two boys.

HAM:(to Mike) Go with them. I'll bring reinforcements.





INT. ABANDONED SUBWAY TUNNEL

Gail runs down the darkened tunnel.

GAIL: Martin! Jimmy!

Her voice echoes off the walls.

GAIL:(desperately) Martin! Jim--

Jimmy jumps out of the shadows.

JIMMY: Boo!

GAIL:(startled) Jimmy!

Martin comes out behind him.

MARTIN: Boy, mom, he sure got you good.

GAIL: Listen, boys, I don't have to time to explain, but we have to get out of here right now!

They hear the echoes of approaching footsteps. Gail looks up and sees an army of shock troopers coming down the tunnel.

SHOCK TROOPER: Look! Over there! Don't let them get away!

Gail scoops up Jimmy and runs down the tunnel with Martin. The shock troopers charge after them.

SHOCK TROOPER: Stop! I said stop!

A shot rings out, and a laser bolt streaks past the three and hits a wall. A second shot rings out. Gail is hit and falls to the ground. Martin rushes over to her and Jimmy.

MARTIN: (pulling on Gail) Mama, get up! Mama!

GAIL: Take Jimmy... Hurry...

Gail falls silent. Another laser bolts hits the wall. Martin picks up Jimmy and runs down the tunnel.





INT. ABANDONED SUBWAY TUNNEL/JUNCTION

Still carrying Jimmy, Martin reaches the junction to an adjoining tunnel. They hear more footsteps approaching them.

CHRIS (off screen): Marty!

Martin runs over to Chris who is with Julie, Frank, and Mike.

MARTIN: (hysterically) They shot mama! They shot mama!

They are joined by Ham, Paul, Carlos, Tony, Brad, and Nine-Rho-Omega. Suddenly, they find themselves being fired upon by the shock troopers.

JULIE: Tony, get them out of here!

Tony takes Martin and Jimmy and hustles them away. Chris stands up and fires at the shock troopers with his plasma rifle.

CHRIS:(shouting at the top of his lungs) Gaaaaail!!!





INT. ABANDONED SUBWAY TUNNEL

Chris' cry echoes down the tunnel where it is heard by Phillip who is at the rear of the assault team. He sees Gail's body. The CAPTAIN of the shock troopers walks over to him. Laser and plasma fire can be heard in the distance.

CAPTAIN: That one's dead, sir. We've encountered more of them at the junction ahead. They obviously knew we were coming.





INT. ABANDONED SUBWAY TUNNEL/JUNCTION

Chris, Julie, Mike, Ham, Paul, Frank, Carlos, Brad, and Nine-Rho-Omega struggle to fend off the growing army of shock troopers by laying down a suppressing fire. However, several of the troopers manage to fire back. Brad is struck in the chest and falls to the ground. Nine-Rho-Omega rushes over to him.

NINE-RHO-OMEGA: Brad...

Brad barely clings to life.

HAM: Get him out of here! We'll cover you!

Nine-Rho-Omega puts Brad's arm around her, helps him up, and leaves with him.

PAUL: We can't hold them off forever. There are too many of them.

JULIE: Hold your ground! We got to give the others more time to evacuate!





INT. ABANDONED SUBWAY STATION/SEWER ACCESS TUNNEL

Carrying equipment and supplies, Corrine, Jimmy, Martin, Katrina, Maria, Tony, Bandit, Lorenzo, Ana, and Amanda file into a tunnel while Five-Theta-Epsilon rigs a device near the opening.

MARIA: Where does this go?

BANDIT: The sewer. Can't you smell it?

MARIA: You must be kidding?!

LORENZO: It's our only way out. Move it.





INT. ABANDONED SUBWAY TUNNEL

Chris, Julie, Mike, Ham, Paul, Frank, and Carlos continue to hold the shock troopers at bay. However, canisters start rolling down the tunnel, releasing clouds of gas.

HAM: That's it! Let's get the hell out of here!

Everyone beats a hasty retreat in order to avoid being overcome by the fumes. The shock troopers emerge from the fog and fire after them. Frank is hit and falls to the ground.

JULIE: Frank!

FRANK: Go on! I'll hold them off!

Frank fires back at the shock troopers. Mike grabs Julie.

MIKE: Come on, Julie.

Mike and Julie run off with the others.





INT. ABANDONED SUBWAY TUNNEL

Nine-Rho-Omega half carries, half drags Brad down the tunnel. She collapses from the strain. She turns him over. He looks up at her.

BRAD: Lisa...

She sees the life draining from his eyes.

NINE-RHO-OMEGA: Yes, Brad, it's me. We're going to be together again.

Brad manages to smile before he dies. Paul runs over to her.

PAUL: Let me help you.

NINE-RHO-OMEGA: It's too late for that.

Nine-Rho-Omega closes Brad's eyes.

PAUL: Then we have to go before those shock troopers catch up with us.





INT. ABANDONED SUBWAY TUNNEL/JUNCTION

Although badly wounded, Frank fires wildly at the shock troopers, halting their advance. However, as the gas clouds drift his way, he becomes disoriented and lowers his guard. A shock trooper approaches and opens fire, hitting him in the chest and killing him instantly. The other shock troopers storm past him.





INT. ABANDONED SUBWAY STATION/SEWER ACCESS OPENING

Chris, Julie, Mike, Carlos, Paul, Nine-Rho-Omega, and Ham run into the tunnel. Ham turns to Five-Theta-Epsilon.

HAM: Okay. That's everyone. Hit it.

Five-Theta-Epsilon activates the device, and the opening to the tunnel seems to disappear, creating the illusion of a solid wall.





INT. ABANDONED SUBWAY STATION/PLATFORM

The captain watches as his shock troopers fan out across the platform, looking for signs of resistance but finding none.

CAPTAIN: Conduct a search of the entire area until you've found them.

Suddenly, Xon appears in front of the captain.

XON: There's no need for that. You have what you're looking for.





INT. SEWER

Chris, Julie, Mike, Carlos, Paul, Nine-Rho-Omega, Ham, and Five-Theta-Epsilon join Corrine, Jimmy, Martin, Katrina, Maria, Tony, Bandit, Lorenzo, Ana, and Amanda.

KATRINA: Daddy, where's momma?

Chris can only shake his head. He then goes over to Katrina and Martin and gathers them in his arms. Amanda notices that Frank is missing.

AMANDA: And Frank?

JULIE: He didn't make it, mom. We lost Brad too.

MIKE: We're missing one more. What happened to Xon?

ANA: We thought he was with you.

JULIE: He must still be back there.

HAM: There's nothing we can do about that now. Let's go.





INT. ABANDONED SUBWAY STATION/PLATFORM

Phillip walks onto the platform. The captain walks over to him with Xon who is escorted by two shock troopers.

PHILLIP: Report, captain.

CAPTAIN: There's no sign of them, sir. They've completely disappeared... except for this one.

Phillip looks over at Xon.

PHILLIP: I see.

CAPTAIN: Diana and Angela won't be pleased.





INT. NEW YORK MOTHERSHIP/DIANA'S OFFICE

The door opens, and Phillip steps inside. Diana, Jessica, and Angela are waiting for him. Two shock troopers stand guard.

DIANA: Have you anything to say before you're placed under arrest?

JESSICA: On what charge?

DIANA: Being a member of the Fifth Column.

JESSICA: That's ludicrous.

ANGELA: The resistance was warned of the raid on their headquarters, apparently by Phillip's secretary who has since disappeared. Do you deny harboring a member of the resistance on your staff?

PHILLIP: She was hired on Elaine Johnson's recommendation. I never suspected she was with the resistance.

ANGELA: You're lying.

DIANA: No matter. We'll extract the truth from him one way or another.

JESSICA: I forbid it.

DIANA: You forget your rank, Jessica.

JESSICA: And you forget there are proper procedures to be followed before charging an officer with treason.

DIANA: We have no time for such formalities.

JESSICA: Then I'll appeal to Xur. I'm sure he'll see that justice is done.

The intercom buzzes on Diana's desk.

DIANA: Yes?

VISITOR'S VOICE: (over intercom) The Leader has arrived to see the prisoner, Diana.

DIANA: Acknowledged. (to Jessica) We'll continue with this later.





EXT. ROOSEVELT ISLAND/SMALLPOX HOSPITAL

Julie leads the dirty and weary resistance fighters toward some crumbling ruins. Lois and Shirley are waiting for them.

JIMMY: Mommy!

Jimmy runs over to Shirley who picks him up and hugs him tightly.

LOIS: I'm glad you guys made it. Welcome to your new home.

CARLOS: What is this place?

JULIE: It was a hospital for small pox victims a long time ago.

MARIA: Charming.







INT. NEW YORK MOTHERSHIP/DETENTION CENTER

The door opens and Maximillian enters followed by Diana, Jessica, and Angela.

MAXIMILLIAN: This is a quite a catch indeed. Our Leader's old teacher and nemesis.

DIANA: He comes with a plea for peace.

MAXIMILLIAN: How noble.

Maximillian walks over to Xon who is strapped into a chair.

ANGELA: I would avoid making eye contact with him, Your Eminence. His telepathic abilities are considerable.

MAXIMILLIAN: I'm quite aware of his reputation. (looking into Xon's eyes) Tell me, what do you see when you look into my eyes?

XUR: Nothing... but darkness.

Maximillian smiles and turns to Diana.

MAXIMILLIAN: Have him transferred to the Citadel for interrogation.

JESSICA: With all due respect, Your Eminence, he should remain in military custody since our security forces captured him.

MAXIMILLIAN: Ah, yes. I forgot about that jurisdictional matter.

DIANA: With your permission, I'll oversee the prisoner's interrogation myself.

MAXIMILLIAN: An excellent suggestion, Diana. I leave him in your capable hands.





INT. SMALL POX HOSPITAL

A mood of despair has settled within the ranks of the resistance. Julie looks at all of the despondent faces around her. Finally, she jumps up in disgust.

JULIE: Damn it, we can't just sit around like this. If we let the Visitors break our spirits, then they've already won, and all those who died will have done so in vain. We have to pull ourselves together and fight on.

FIVE-THETA-EPSILON: She's right. The Alliance fleet is coming, and they're going to need our help.

MIKE: If there's a time to strike back, it's now when they least expect it.

PAUL: But how?

HAM: By playing it smart. We pick our targets carefully and then hit them with everything we got.

Murmurs of agreement fill the room.





EXT. VISITOR HEADQUARTERS

JOSEPH waits in front of Visitor headquarters as a van with the Visitor symbol on it pulls over to the curb. Joseph opens the rear door and gets inside.





INT. VAN

Julie and Ham are waiting for Joseph in the back of the van. Ham closes the door while Julie goes over to Five-Theta-Epsilon who is driving.

JULIE: Let's go.

The van begins to move. Julie goes back to Joseph and Ham.

JOSEPH: Hello, Julie. It's good to see you again.

JULIE: Same here, Joseph. I brought someone with me from the resistance. This is Ham Tyler.

HAM: Let's skip the introductions. What do you have for us?

JOSEPH: Xon's been captured. Diana is interrogating him right now.

HAM: I'm sorry to hear that, but why are you coming to us?

JOSEPH: Because we asked you to protect him. You have to help us rescue him.

HAM: That's out of the question. We got more important things to do.

JULIE: Wait a minute. This could be the opportunity we've been looking for.





INT. SMALL POX HOSPITAL

All of the members of the resistance, including Earl, have gathered around Ham as he describes the plan of attack.

HAM: All right. Three teams have been chosen to handle each phase of the attack. Donovan, Theta, and Rho will be on team one.

MIKE: I also need a gunner.

HAM: No problem. I'm sure Maitland would be happy to volunteer.

PAUL: Wonderful.

HAM: Team two will consist of myself, Julie, and Carlos. The rest of you will be on team three. Chris, I want you to be in charge.

Chris nods.

HAM: Okay, people, that's it. Get ready and good luck.





EXT. ROOSEVELT ISLAND/METAL FENCE - DAWN

Julie walks over to Amanda who stands near an opening in the corrugated metal fence that surrounds the hospital grounds.

JULIE: Mom, what's going on?

AMANDA: I wanted to see you before I left.

JULIE: And just where do you think you're going?

AMANDA: To see your father.

JULIE: Absolutely not! I won't allow it!

AMANDA: You can't stop me.

JULIE: Mother, why would you want to have anything more to do that man after all he's done?!

AMANDA: That man is still my husband and your father.

JULIE: Not any more. I hate him and everything he stands for.

Amanda is taken aback by Julie's venom.

AMANDA: Oh, Julie... I know you're father was never an easy man to love, but underneath all of his pride and conceit was a kind and tender side. My greatest sorrow was that he found it so hard to show it to you. Now, the Visitors have destroyed all that was good in him, and I must destroy the evil that remains.

Julie realizes what her mother must do.

JULIE: I should go with you.

AMANDA: No. You're needed here. I have to face your father alone. Godspeed, Jules. I love you.

Amanda kisses Julie and exits through an opening in the fence. Julie brushes away a tear as her mother disappears.





INT. SMALL POX HOSPITAL

Corrine looks out the window as the morning sun begins to rise over the Manhattan skyline.

CORRINE: Lord, I don't usually pray out loud like this, but this is really important. I never claimed to be a perfect woman, but I've tried my best to live my life and raise my family as a good Christian should. I've lost two children and a grandson, and my two remaining grandchildren have no mother. Yet, I still believe you will deliver us from this darkness. You have put me to the test again and again, but I have kept the faith. Now it's time for you to deliver. Don't you dare let me down.





INT. PARRISH PENTHOUSE/EDWARD'S STUDY

The light comes on and Matt enters, holding onto Edward who looks extremely anemic and breathes heavily.

MATT: Dad, what's wrong? What's happening to you?

EDWARD: Shut up and get me over to my desk. Hurry!

Matt helps his father over to the desk. Edward claws at the bottom drawer and opens it. To his horror, the draw is empty.

EDWARD: Where is it?! What happened to it?!

MATT: What are you looking for?

AMANDA (off screen): Missing something, Edward?

Edward looks up.

EDWARD: Mandy?

Edward gets up and staggers to the door.





INT. PARRISH PENTHOUSE/LIVING ROOM

His face looking much older, Edward enters the living room followed by Matt. Amanda is waiting for them.

AMANDA: Looking for this?

Amanda holds up the cylindrical container and removes the top, revealing the glowing sphere underneath.

EDWARD: Please, Mandy, give that me. Then we can talk and try work things out. I want us to be a family again.

AMANDA: You can't expect me to believe that after what you did to Frank and me. How could you betray us like that?

EDWARD: Don't speak to me of betrayal after the two of you conspired against me behind my back. And made love behind my back. Now give it to me!

AMANDA: No.

EDWARD: Matt, help me!

MATT: Do as he says, mother.

AMANDA: Matt, open your eyes. Don't you see what your father has become? What he's doing is wrong!

MATT: Like you leaving dad and me, sneaking off with Frank, and joining Julie in the resistance?

AMANDA: That's a lie, son. He lied to you like he lied to me and Frank.

Matt walks over to her.

MATT: Just hand it over.

AMANDA: Don't come any closer or, I swear, I'll smash this into a million pieces!

Matt stops.

EDWARD: You wouldn't.

AMANDA: Try me!

Suddenly, Edward cries out, stumbles back, and grabs the mantle of the fireplace. He then doubles over in pain. Matt rushes over to his father.

EDWARD: For the love of God, Mandy, you're killing me! Have you no heart?!

Amanda goes over to him. Edward turns around and tries to grab her with his gnarled hand. His face has the features of an emaciated skull with hideous yellow eyes and a mouth full of rotting teeth. She pulls away in terror. Edwards grabs a poker from the fireplace.

EDWARD: That's it! I'm through screwing around with you!

Stunned, Matt looks on as Edward swings the poker like a wild animal, smashing everything in sight. Amanda backs away, shielding herself from the flying debris.

EDWARD: Give that to me or I'm going to beat your goddamn brains in!

AMANDA: (crying) Then take it!

She throws the crystal at Edward who tries in vain to catch it. It hits the floor and shatters. Edward's shock turns to uncontrolled rage.

EDWARD: You vindictive bitch! I'm going to kill you!

MATT: Stay away from her!

Matt charges Edward who swings the poker, striking Matt in the head. Matt falls to the ground.

AMANDA: No!!

Edward turns back toward her. He has the eyes of a crazed maniac.

EDWARD: Now, my love, it's time to die.

Edward raises the poker and moves in for the kill. However, just as he is about to strike, his arm makes a horrible snapping sound, and he drops the poker. Then the bones in his legs break, and he falls to his knees, howling in pain.

EDWARD: Noooooo!!!

Amanda watches in horror as Edward's body decomposes before her eyes. His skeletal remains fall forward and explode into dust. Amanda crawls over to Matt, gathers him in her arms, and cries.







INT. HANGAR

Technicians are tending to the gunship prototype when Diana enters with two shadow trooper pilots. The CHIEF TECHNICIAN approaches Diana.

CHIEF TECHNICIAN: Supreme Commander, we weren't expecting you. Is there a problem?

DIANA: An emergency situation has arisen. Get these pilots to the prototype and prepare it for immediate takeoff.

CHIEF TECHNICIAN: But we need clearance from the tower.

DIANA: You have clearance from me. Now snap to it!

CHIEF TECHNICIAN: As you wish.





EXT. AIRFIELD/HANGAR

The top of the hangar opens, and the gunship prototype ascends into the sky.





INT. AIR TRAFFIC CONTROL TOWER

An AIR TRAFFIC CONTROLLER notices something on his monitor.

AIR TRAFFIC CONTROLLER: Sir, the prototype has left the hangar.

A Shadow Guard SECURITY OFFICER comes over to him.

SECURITY OFFICER: No one gave them clearance. Hail them.





INT. GUNSHIP PROTOTYPE/COCKPIT

The shadow trooper in the rear seat of the cockpit, the gunner, raises the visor on his helmet. It is Paul.

PAUL: I think we got their attention. They're demanding an explanation.

The shadow trooper in the front seat of the cockpit, the pilot, raises the visor on his helmet. It is Mike.

MIKE: Let's give them one.







INT. AIR TRAFFIC CONTROL TOWER

The security officer and air traffic controller watch the monitor.

AIR TRAFFIC CONTROLLER: No response, sir, but they're coming around.





EXT. AIRFIELD

The gunship prototype sweeps down and carpet bombs the gunships on the airfield, destroying them completely.





INT. AIR TRAFFIC CONTROL TOWER

The security officer looks out the tower windows at the fiery destruction.

SECURITY OFFICER: (to air traffic controller) Send out an emergency distress stating we are under attack!

However, before the air traffic controller can comply, the gunship prototype opens fire on the tower.





INT. GUNSHIP PROTOTYPE/COCKPIT

Mike and Paul are visibly pleased with the results of their attack.

PAUL: Mission accomplished, Donovan.

MIKE: I'm activating the cloak.





EXT. GUNSHIP PROTOTYPE

The gunship prototype streaks across the sky and then vanishes into thin air.





EXT. AIRFIELD/PERIMETER FENCE

Five-Theta-Epsilon gets out of the Visitor-marked van to see the fire and plumes of smoke rising up from the ruins of the airfield. Diana approaches him.

FIVE-THETA-EPSILON: Well done.

Diana transforms into Nine-Rho-Omega.

NINE-RHO-OMEGA: Thanks. Now let's get out of here.





INT. NEW YORK MOTHERSHIP/INTERROGATION CENTER

Joseph, TERESA, and Jessica watch as the door to the interrogation cell opens and Diana steps forth.

JOSEPH: You sent for us, Diana?

DIANA: Yes. I want you to prepare a prisoner for reconditioning with a neuro-implant.

Bearing marks of torture, Xon is dragged from the interrogation cell by two shock troopers. He looks over at Joseph and Teresa who can barely hide their shock.

DIANA: He has proven immune to traditional methods of interrogation.

JESSICA: You mean your charms didn't work on him, Diana?

DIANA: Are you here for any particular reason?

JESSICA: Phillip asked me to meet him here on an urgent matter.

DIANA: And what could that possibly be?

The outer door opens, and Phillip enters followed by Julie who is escorted by two more shock troopers.

PHILLIP: I apologize for the intrusion, but this human just turned herself over to us.

DIANA: Julie, this is quite a surprise.

JULIE: I have an even bigger surprise for you, Diana.

Julie, Phillip, Joseph, and Teresa pull out laser pistols. The two shock troopers with Julie aim their rifles and raise the visors on their helmets, revealing themselves to be Ham and Carlos.

HAM: Nobody move. The first lizard to try anything funny gets fried.

JESSICA: What's the meaning of this?

DIANA: Your trusted deputy chief of security has betrayed us... (looking at Joseph and Teresa) with some help I see.

JESSICA: Then Diana and Angela were right. You're a member of the Fifth Column.

PHILLIP: I'm afraid so. Now hand over Xon.

DIANA: I underestimated you. I never thought you would undertake anything so bold, but you underestimated me as well.

Diana grabs Xon and points her laser pistol at his chest.

DIANA: Put down your weapons or he dies.

HAM: Pull that trigger, and you'll be the next to join him.

The tension in the room is palpable.

XON: No! I won't allow anymore bloodshed. (turning to Diana) Diana, I appeal to you. Help us to end this destructive conflict before it's too late.

DIANA: You obviously don't know me very well.

XON: On the contrary, I know more about you than you realize. Yours is not an inherently malevolent nature. Fear drives your actions more than anything else.

DIANA: I fear nothing.

Xon stares into Diana's eyes.

XON: But you do. Hidden deep within the darkest recesses of your being is a place that terrifies you.

DIANA: No...

XON: Take me there.





EXTREME CLOSEUP - DIANA'S EYE

The camera zooms in on Diana's eye which changes from human to serpentine. We see an image forming in the dark slit of her pupil.





INT. ANCIENT SIRIAN TEMPLE/ISOLATION CELL - FLASHBACK

Maxmillian and young Diana enter a dim chamber. The two shadow troopers take positions on either side of the door. On the other side of the chamber, Diana's father is confined in a barred cell. Upon seeing her father, Diana runs over to him. He reaches out to her through the bars and tries to comfort her.

DIANA'S FATHER:(to Diana) Don't be afraid, my little flower. No one is going to hurt you.

Maximilian walks over to them.

MAXIMILLIAN:(to Diana's father) As you can see, we kept our promise.

DIANA'S FATHER: (to Maximillian) And the others?

MAXIMILLIAN: The entire rebel underground has been crushed. If only they knew that their own leader betrayed them to save his daughter.

DIANA'S FATHER: What will happen to her?

MAXIMILLIAN: She belongs to the Leader now. We will teach her to hate everything you stand for.

Maximillian grabs hold of Diana and pulls her away. Overcome by anguish, Diana's father drops to the floor of his cell.

DIANA'S FATHER: What have I done? I wish I were dead.

MAXIMILLIAN: That's already been arranged.

Maximillian turns to the two shadow troopers who pull out their plasma rifles. Diana watches helplessly as they approach her father, aim their rifles at him, and open fire. Diana lets out a terrible scream.



END FLASHBACK





INT. NEW YORK MOTHERSHIP/INTERROGATION CENTER

DIANA: Daddy!

Her deepest inner wounds exposed, Diana turns away from Xon and sobs uncontrollably. The rest of the room watches in stunned silence. Diana fights to regain her composure and turns back toward Xon.

DIANA: You think I'm still that frightened, helpless child, don't you? Well, your wrong!

Diana raises her weapons and fires at Xon, hitting in the chest. Ham and Carlos charge Diana and disarm her while Joseph and Teresa rush over to Xon who slumps to the ground, mortally wounded. Diana continues to direct her fury at Xon.

DIANA: My father was a weak, pathetic hypocrite! And the Leader, for all of his talk of a new order, was no better. They both deserved to die!

Julie walks up to Diana.

JULIE: Then you killed the Leader, didn't you, Diana?

DIANA: (proudly) Of course! Everything has transpired according to my design!

Jessica joins Julie.

JESSICA: Did Maximillian know?

DIANA: I had his blessing.

HAM: I say we finish her off right now!

JESSICA: No. She's implicated Maximillian in the Leader's death. She must be kept alive. (to Diana) Diana, I'm placing you under arrest for assassination and treason. (to the shock troopers) Take her to the detention level.

The two shock troopers take Diana and escort her out through the outer door. Jessica turns to the others.

JESSICA: I see now that I've been used to perpetrate a terrible injustice. I won't allow that to continue.





EXT. GENERAL VAUGHN'S RESIDENTIAL COMPOUND/PERIMETER FENCE

From a thicket, Chris, Earl, Lois, Corrine, Lorenzo, Tony, Bandit, Maria, Ana, and Earl's partisans watch provisional government soldiers standing guard along a fence.

CHRIS: Okay. Let's do it.

EARL: You heard the boss. Let's soften 'em up.

Grenade launchers are fired off. Explosions tear through the fence and take the troops by surprise. The resistance fighters then charge the fence, firing away at the remaining defenders.





EXT. GENERAL VAUGHN'S RESIDENCE/SWIMMING POOL

Explosions and gunfire can be heard as General Vaughn swims toward the butler who rushes over with a robe.

VAUGHN: What's happening?

BUTLER: It would appear, sir, that we are under attack.

The general gets out of the pool and puts on the robe.

VAUGHN: Where's Shirley?

BUTLER: She retired to your chambers.

The general rushes inside the house.





INT. GENERAL VAUGHN'S RESIDENCE/MASTER BEDROOM

General Vaughn enters the bedroom which is empty.

VAUGHN: Shirley! Where are you?

Getting no response, he goes over to the dresser and opens the gun case which is empty. He then hears a click and turns around. Shirley points the gun at him. He can see that she has never handled a gun before.

VAUGHN: Why are you doing this?

SHIRLEY: I'm with the resistance.

VAUGHN: You treacherous whore.

Vaughn advances toward her. Shirley tries to keep her composure.

SHIRLEY: Don't come any closer or I'll shoot.

VAUGHN: You obviously never checked to see if it was loaded.

The gun goes limp in Shirley's hand. Vaughn grabs it from her.

VAUGHN: Because if you had, you would have pulled the trigger!

Vaughn points the gun at Shirley and fires.





INT. GENERAL VAUGHN'S RESIDENCE/ENTRANCE HALL

Chris, Earl, Corrine, and a group of partisans sweep through the entrance hall. The butler and several maids and servants approach them with their hands in the air.

BUTLER: Please don't shoot. We surrender.

CHRIS: Where's Vaughn?

BUTLER: He's upstairs.

CHRIS: Show us!

They follow the butler upstairs.







INT. GENERAL VAUGHN'S RESIDENCE/UPSTAIRS HALLWAY

General Vaughn comes out into the hallway and sees Chris, Earl, Corrine, and the partisans.

CHRIS: There he is!

General Vaughn fires at them, runs back into the bedroom, and slams the door. They run after him.





INT. GENERAL VAUGHN'S RESIDENCE/MASTER BEDROOM

General Vaughn runs over to the window and sees that the compound is crawling with resistance fighters. Suddenly, there is a pounding on the door. Realizing there is no escape, Vaughn puts the gun to his temple.





INT. GENERAL VAUGHN'S RESIDENCE/UPSTAIRS HALLWAY

Chris and Earl force the door open.





INT. GENERAL VAUGHN'S RESIDENCE/MASTER BEDROOM

Chris, Earl, Corrine, and the partisans enter the bedroom and see General Vaughn standing at the window, still holding the gun to his head.

CHRIS: What are you waiting for?

Vaughn lowers the weapon.

VAUGHN: I can't do it.

Chris sees Shirley lying on the ground with a gunshot wound to the chest. He looks back at Vaughn.

CHRIS:(grimly) Then I will.





EXT. GENERAL VAUGHN'S RESIDENCE

Two shots ring out. General Vaughn's body smashes through the master bedroom window and falls to the ground below. Lorenzo and Maria run over to the body and look up at Chris who appears at the broken window.





INT. GENERAL VAUGHN'S RESIDENCE/MASTER BEDROOM

Corrine goes over to Shirley.

CORRINE: Shirl...

Shirley opens her eyes.

CORRINE: We're here now. Everything's going to be all right.

Shirley is too weak to speak. Corrine takes her hand.

CORRINE: You got to hang on, you hear me? Your baby needs you, and I need you too.

Shirley nods and smiles weakly.





EXT. GENERAL VAUGHN'S RESIDENCE/PORTICO

Bandit and Tony tear off the American-Visitor flag which hangs from the roof of the portico. It falls to the ground, and everyone below cheers.





INT. CITADEL/CONFERENCE CHAMBER

Maximillian is looking out the observation window when Justin enters.

MAXIMILLIAN:(to Justin) Why are troops mobilizing around the Citadel?

JUSTIN: They've been sent by their squadron commander, Jessica. She demands your immediate surrender, accusing you of complicity in the Leader's assassination.

MAXIMILLIAN:(mockingly) Really?

JUSTIN: She warns that if you refuse to comply, she will take the Citadel by force.

MAXIMILLIAN: An empty threat if I ever heard one. Her forces will never get past our perimeter defenses.

JUSTIN: I quite agree, your Eminence.







EXT. NEW YORK HARBOR

The New York Mothership retreats toward the Statue of Liberty as it exchanges laser fire with the Citadel.





INT. GUNSHIP PROTOTYPE/COCKPIT

Mike and Paul watch the battle in amazement.

MIKE: What the hell...

PAUL: Donovan, I think you should listen to this.

Paul activates a switch on his console.

CAPTAIN'S VOICE: (filtered) Strike force to Mothership, urgent, Shadow Guard units have us pinned down. We can't take the Citadel without further assistance.





INT. NEW YORK MOTHERSHIP/BRIDGE

The Mothership shudders as it is struck by laser fire from the Citadel. Jessica, Carlos, Julie, and Ham stand behind Phillip who sits at the main console.

PHILLIP: (into comlink) Mothership to strike force. We have no more reinforcements. Further assistance is impossible.

PAUL'S VOICE: (filtered) Correction, strike force. Help is on the way.

JESSICA: Who is that?

JULIE: It sounds like Paul.





INT. GUNSHIP PROTOTYPE/COCKPIT

Mike and Paul approach the Citadel.

MIKE: You sure you know what you're doing?

PAUL: Don't worry about me, Donovan. Just get in close enough so I have a clear shot.

MIKE: All right. Standby to disengage the cloak.





EXT. CITADEL PERIMETER

Pinned down, shock troopers from the strike force exchange fire with shadow troopers who remain firmly entrenched in defensive positions around the Citadel. The captain turns to a shock trooper in exasperation.

CAPTAIN: Where are they? We can't take much more of this.





EXT. SKY

The gunship prototype rematerializes.





EXT. CITADEL PERIMETER

The shock trooper turns to the captain and points up at the sky.

SHOCK TROOPER: Sir, look!





EXT. SKY

The gunship sweeps down and drops a string of bombs.





EXT. CITADEL PERIMETER

The captain watches as the bombs rain down on the shadow troopers and explode, incinerating them in a napalm-like inferno. He then turns to his cheering soldiers.

CAPTAIN: Attack!

The troops charge unopposed toward the Citadel.





INT. GUNSHIP PROTOTYPE/COCKPIT

Mike and Paul look down on their handiwork with satisfaction.

MIKE: Bulls-eye. Great shot, Maitland.

PAUL: Thanks.





INT. CITADEL/CONFERENCE CHAMBER

Maximillian and Justin look out the observation window as the Citadel is rocked by explosions.

MAXIMILLIAN: They've broken through our defenses.

JUSTIN: I'm afraid so, your Eminence. Perhaps we should summon a reserve division of the Shadow Guard from the command ship.

MAXIMILLIAN: It's too late for that. Besides, I have use for them elsewhere.

JUSTIN: Then I urge you to return to the command ship before we're captured.

MAXIMILLIAN: I won't attempt to argue with you, my friend. I'm afraid, though, I must ask you to remain behind and buy us some time.

JUSTIN: I live only to serve you.

Maximillian turns to the shadow troopers standing guard.

MAXIMILLIAN: Prepare my shuttle for immediate departure.





EXT. TOP OF CITADEL/LANDING PLATFORM

Maximillian's shuttle lifts off from the heavily damaged landing platform.





INT. CITADEL/CONFERENCE CHAMBER

Elaine rushes into the conference room and sees Justin staring out the observation window.

ELAINE: Troops are coming this way. Where's the Leader?

JUSTIN: Not to worry. He's safely away.

ELAINE: And what about us?

JUSTIN: We have the honor of staying behind to cover his escape.





EXT. COMMAND SHIP

Maximillian's shuttle approaches the command ship.

CONTROLLER (voice over): Leader One, you are cleared to land in hangar bay 11.





INT. CITADEL/CONFERENCE CHAMBER

The captain enters the conference room and walks over to Justin and Elaine who are being held at gunpoint by shock troopers.

CAPTAIN: Where is Maximillian?

JUSTIN: He's prepared to turn himself over to you once we've negotiated the terms of his surrender.

ELAINE: That's a lie. He's already escaped. It's just a stalling tactic.

JUSTIN: It's too late to switch sides, Elaine. Nothing can save you now.





INT. COMMAND SHIP/BRIDGE

Accompanied by his Inner Guard, Maximillian emerges at the bottom level of the command ship's long and cavernous bridge. He ascends the stairs toward the mid-level at the back of the bridge where a Shadow Guard SECURITY OFFICER meets him.

MAXIMILLIAN: Status report.

SECURITY OFFICER: The military rebellion has spread throughout the fleet, your Eminence. However, we've secured the command ship and have the Commander-in-Chief in custody.

MAXIMILLIAN: Well done. Where is he?

The security officer gestures to the top level at the front of the bridge. The Inner Guard follows Maximillian up the stairs toward a giant computer table where Xur and other military officers are being detained by shadow troopers.

MAXIMILLIAN: Xur, tell your troops to stand down immediately. That's an order.

XUR: Go to hell.

The security officer comes over to them.

SECURITY OFFICER: Your Eminence, the Citadel has been captured.

Xur smiles at the news. Maximillian notes it.

MAXIMILLIAN: (to security officer) Bring it up on the tactical display. We must make an example of these mutineers.

The security officer activates the computer table's display screen which shows cross hairs locking onto the Citadel. The cross hairs turn red, and Maximillian presses a button.





EXT. COMMAND SHIP

The command ship fires off a string of torpedoes toward earth.





EXT. NEW YORK HARBOR/CITADEL

One after the other, the torpedoes strike the top of the Citadel and detonate. Massive explosions cascade downward floor by floor until the entire superstructure has been turned into a giant fireball.





INT. NEW YORK MOTHERSHIP/BRIDGE

Julie, Ham, Carlos, Phillip, Jessica, Angela, and the rest of the bridge crew watch the inferno through the bridge's front window.

JULIE: Good lord!

JESSICA: Brace yourselves for the shock wave!





INT. NEW YORK MOTHERSHIP/DETENTION LEVEL/CORRIDOR

Diana is being escorted by the two shock troopers when the full force of the blast hits, sending everyone reeling. Diana quickly recovers and charges over to one of the troopers, spewing venom in his face and grabbing his rifle. Before the other trooper can react, she spins around and shoots him. She then returns to the stricken trooper and finishes him off as well.







INT. COMMAND SHIP/BRIDGE

Enraged by the destruction he sees on the display screen, Xur tries to lunge at Maximillian, but is blocked by shadow troopers who aim their rifles at him.

MAXIMILLIAN: Save your strength, Xur. My wrath has just begun. (to security officer) Target all major industrial and population centers on the surface and standby for full planetary bombardment.





INT. NEW YORK MOTHERSHIP/BRIDGE

Phillip turns to Jessica in alarm.

PHILLIP: Jessica, Shadow Guard units have boarded the Mothership.





INT. NEW YORK MOTHERSHIP/LANDING BAY

Hiding at the back of a shuttle, Diana watches as shadow troopers swarm through the landing bay, shooting at everything that moves. They are not taking prisoners.





INT. NEW YORK MOTHERSHIP/INFIRMARY

Joseph and Teresa attend to Xon who lies on a medical bed. The monitor shows that his vital signs are weakening. Xon takes Joseph's arm.

XON: I failed. I've unleashed what I hoped most to avoid. Forgive me.

Xon's vital signs cease on the monitor. Joseph and Teresa's period of grief is cut short as a shadow trooper enters the infirmary and opens fire.





INT. NEW YORK MOTHERSHIP/BRIDGE

Julie, Ham, Carlos, and Angela join Jessica and Phillip at the control station.

PHILLIP: The Shadow Guard is taking control of the ship. We don't have enough troops left to stop them.

JESSICA: Order all remaining personnel to fall back and defend the bridge.







INT. COMMAND SHIP/BRIDGE

Maximillian and the security officer stand around the computer table.

SECURITY OFFICER: Targets have been selected, your Eminence. We're ready to fire on your command.

The display screen begins to flash.

MAXIMILLIAN: What's happening?

SECURITY OFFICER: Long range sensors have just detected a large fleet of ships emerging from the far side of earth's moon.

MAXIMILLIAN: Can you identify?

The security officer looks up.

SECURITY OFFICER: They are of Alliance configuration.

Maximillian turns to Xur.

MAXIMILLIAN: Xur, it's time to put aside our differences and unite against our common enemy.

Xur thinks hard for a moment and then nods.

MAXIMILLIAN: (to shadow troopers) Release them.

Xur moves over to the display screen and gives orders to his officers.

XUR: Battle stations!

Alarms begin to sound, and the bridge becomes bathed in red light.

XUR: Recall all Motherships from the surface and prepare to leave orbit.





INT. NEW YORK MOTHERSHIP/BRIDGE

Phillip looks at the monitor at the main control station.

PHILLIP: Jessica, we have an incoming message from Xur.

Jessica walks over to him.

JESSICA: What does it say?

PHILLIP: He's ordering all Motherships to cease hostilities and rendezvous with the command ship.

JESSICA: Ignore it.

Angela comes behind Jessica.

ANGELA: You can't disregard a direct order from the Commander-in-Chief.

JESSICA: I just did. Now get back to your post.

ANGELA: I always had my suspicions about you.

Angela pulls out her laser pistol and fires at Jessica, striking her in the back.

ANGELA: I'm taking command! Kill the humans and the traitors!

Julie, Ham, and Carlos leap into action and exchange fire with the remaining bridge crew. As the firefight rages, Phillip tries to sneak away from Angela, but she fires after him, striking him in the shoulder. Angela closes in for the kill.

ANGELA: You're not slipping away from me this time. I've been waiting a long time for this.

Angela raises her pistol, and the sound of a laser blast echoes. Angela falls to the ground, revealing Julie standing behind her with a laser pistol.

PHILLIP: Thank you.

Ham and Carlos come over to them. The bridge is quiet.

HAM: The bridge is secure for now.

Julie and Ham help Phillip up. Julie notices his injury.

JULIE: Are you all right?

PHILLIP: It's not bad. I'll be fine.

Phillip goes over to Jessica who lies motionless on the floor.

PHILLIP: The squadron commander is dead.

CARLOS: Then it looks like you're in charge. Any orders?

PHILLIP: Take us into space.





EXT. THE MOON/ALLIANCE FLEET

A vast fleet of over one hundred Alliance spacecraft passes over the surface of the moon.







INT. ALLIANCE FLAGSHIP/COMMAND CENTER

THREE-TAU-DELTA, who resembles the actor Brent Spiner, watches the main view screen which shows the Visitor command ship and Motherships approaching in attack formation.

THREE-TAU-DELTA: The Sirian fleet is moving to intercept.

ONE-ALPHA-ALPHA, who resembles the actor Patrick Stewart, moves to the front of the bridge in his command chair.

ONE-ALPHA-ALPHA: How long until we reach firing range?

THREE-TAU-DELTA: Seventy-eight seconds.





INT. COMMAND SHIP/BRIDGE

Maximillian, Xur, and Xur's TACTICAL OFFICER stand around the computer table, watching the display screen.

XUR: Distance from Alliance fleet?

TACTICAL OFFICER: 75,000 kilometers and closing.

XUR: Bring all weapon systems to full power.





INT. ALLIANCE FLAGSHIP/COMMAND CENTER

Three-Tau-Delta and One-Alpha-Alpha watch as the Visitor fleet closes in.

THREE-TAU-DELTA: The Sirian fleet is now in range.

ONE-ALPHA-ALPHA: Fire.





EXT. ALLIANCE FLEET

The ships of the Alliance fleet unleash several volleys of high-energy plasma bolts.







EXT. VISITOR FLEET

The plasma bolts streak toward the Visitor fleet, leaving behind bright trails of energy. The command ship and the other Motherships are struck repeatedly. Although the initial wave explodes harmlessly against the command ship's deflector shields, the subsequent waves punch through, inflicting heavy damage. A number of Motherships actually explode.





EXT. COMMAND SHIP/BRIDGE

The bridge shakes and debris falls as explosions rock the command ship.

TACTICAL OFFICER: Sir, our forward deflectors have been breached.

XUR: How is that possible?!

TACTICAL OFFICER: They're using some kind of antimatter plasma weapon we've never seen before.

MAXIMILLIAN: So the Alliance has been busy.

XUR: Return fire with everything we have!





EXT. VISITOR FLEET

The command ship and the other Motherships fire their turbo lasers and salvos of torpedoes.





EXT. ALLIANCE FLEET

The Alliance fleet is decimated by the ferocious Visitor counterattack.





INT. COMMAND SHIP/BRIDGE

Maximillian, Xur, and the tactical officer watch the display screen on the computer table.

TACTICAL OFFICER: We've inflicted heavy damage on the enemy.

MAXIMILLIAN: And now for the final blow.

Maximillian presses the intercom button on the table.

MAXIMILLIAN:(into intercom) This is the Leader. Launch all gunships.





INT. COMMAND SHIP/HANGAR BAY

Shadow trooper pilots rush to their gunships as the hangar controller makes an announcement.

HANGAR CONTROLLER (voice over): Attention all gunship crews. Prepare for immediate launch.





EXT. COMMAND SHIP

Waves of gunships stream from the command ship.





INT. ALLIANCE FLAGSHIP/COMMAND CENTER

Three-Tau-Delta turns to One-Alpha-Alpha.

THREE-TAU-DELTA: A wall of enemy gunships is converging on our position.

ONE-ALPHA-ALPHA: Bring all batteries to bear on them. They must not get through.





EXT. ALLIANCE FLEET

The Alliance fleet opens fire with their turbo lasers.





EXT. SPACE/GUNSHIPS

The gunships streak though a heavy barrage of laser fire. Although a good many are destroyed, enough make it through and launch their torpedoes.







EXT. ALLIANCE FLAGSHIP

The Alliance flagship is hit repeatedly by waves of torpedoes.





INT. ALLIANCE FLAGSHIP/COMMAND CENTER

Explosions shake the ship. One-Alpha-Alpha makes his way through fire, smoke, and falling debris to Three-Tau-Delta.

ONE-ALPHA-ALPHA: Report!

THREE-TAU-DELTA: Our defense screens have collapsed. Hull damage is critical.

ONE-ALPHA-ALPHA: We have to transfer the flag. Open the emergency channel.





INT. ALLIANCE BATTLECRUISER/BRIDGE

THREE-PHI-OMICRON, who resembles the actor Michael Dorn, and ONE-ALPHA-BETA, who resembles the actor Jonathan Frakes, watch the crippled flagship on the main view screen.

THREE-PHI-OMICRON: We're receiving a coded transmission from the flagship transferring command of the fleet to this vessel.

ONE-ALPHA-BETA: What is the flagship's condition?

THREE-PHI-OMICRON: It's lost all power. Sirian gunships are closing in for a suicide attack.





EXT. ALLIANCE FLAGSHIP

Gunships dive like kamikazes toward the stricken Alliance flagship. They slam into it and explode, taking the entire flagship with them.





INT. ALLIANCE BATTLECRUISER/BRIDGE

Three-Phi-Omicron and One-Alpha-Beta watch the flagship explode on the view screen.

ONE-ALPHA-BETA: Order the fleet to regroup and concentrate its fire on the Sirian command ship.







EXT. ALLIANCE FLEET

The remaining ships of the Alliance fleet regroup and fire off another volley of plasma bolts.





EXT. COMMAND SHIP

The plasma bolts slam into the hull of the command ship and explode. Several of them find their way in through the openings to the hangar bays.





INT. COMMAND SHIP/HANGAR BAY

A plasma bolt detonates inside ones of the hangar bays, unleashing a firestorm that incinerates everything in sight.





INT. COMMAND SHIP/BRIDGE

Smoke fills the bridge as Maximillian, Xur, and the tactical officer look down at the display screen which shows a schematic of the command ship. Several sections of the command ship flash in red.

TACTICAL OFFICER: Uncontrolled fires are burning in five hangar bays. We must pull back to a safe distance and extinguish them.

XUR: Retreat?! Never!

TACTICAL OFFICER: Sir, if those fires spread to the central core, the entire command ship will be destroyed!

Xur hesitates. Maximillian turns to him.

MAXIMILLIAN: Do as he suggests before it's too late!

XUR: Very well, but I expect to be underway in no more than 10 minutes.





INT. NEW YORK MOTHERSHIP/BRIDGE

Julie, Ham, Carlos, and Phillip look out the main window as the Mothership leaves earth's atmosphere and enters space. The Mothership then veers to the left until flashes of the space battle can be seen in the distance. Phillip looks down at his monitor.

PHILLIP: Our forces have engaged the Alliance fleet, but the command ship is withdrawing with heavy damage. I'm laying in an intercept course.

CARLOS: A single Mothership against the command ship? We'll never match their firepower.

PHILLIP: We won't have to.





INT. ALLIANCE BATTLECRUISER/COMMAND CENTER

Five-Theta-Epsilon and Nine-Rho-Omega enter the command center as One-Alpha-Beta and Three-Phi-Omicron watch the main view screen which shows the command ship receding from the field of battle.

ONE-ALPHA-BETA: Can we pursue the command ship?

THREE-PHI-OMICRON: Negative. A squadron of Sirian gunships is moving to intercept.





EXT. ALLIANCE BATTLECRUISER

The squadron of gunships dives toward the Alliance battlecruiser which opens fire with its turbo lasers. Most of the gunships are destroyed, but one explodes against the battlecruiser's shields, opening a hole through which two more gunships enter. They smash into the battlecruiser's hull and explode.





INT. ALLIANCE BATTLECRUISER/COMMAND CENTER

The ship shudders as One-Alpha-Beta turns to Three-Phi-Omicron.

ONE-ALPHA-BETA: Damage report.

THREE-PHI-OMICRON: Our weapon systems are off-line, and a second squadron of gunships is closing.

ONE-ALPHA-BETA: Standby to give the evacuation code.





EXT. ALLIANCE BATTLECRUISER

The second wave of gunships closes in on the defenseless battlecruiser. However, the gunship prototype suddenly materializes behind them.





INT. GUNSHIP PROTOTYPE/COCKPIT

MIKE: All right, Maitland, fire away!





EXT. ALLIANCE BATTLECRUISER

The gunship prototype opens up with a barrage of plasma fire that wipes out the attacking gunship squadron.





INT. ALLIANCE BATTLECRUISER/COMMAND CENTER

Three-Phi-Omicron looks at his monitor in amazement.

THREE-PHI-OMICRON: The entire enemy squadron has been destroyed.

ONE-ALPHA-BETA: How?

Five-Theta-Epsilon and Nine-Rho-Omega come over to them.

FIVE-THETA-EPSILON: With a little help from our human friends.





INT. COMMAND SHIP/BRIDGE

Maximillian, Xur, and the tactical officer stand around the computer table. The security officer walks over to Maximillian.

SECURITY OFFICER: Your Eminence, our forces have taken control of the New York Mothership.

MAXIMILLIAN: Excellent.

SECURITY OFFICER: They request permission to come alongside and provide protective cover while we effectuate repairs.

MAXIMILLIAN: By all means.







INT. NEW YORK MOTHERSHIP/CORRIDOR OUTSIDE BRIDGE

The shadow troopers cut down the last line of defenders and storm over to the door to the bridge.





INT. NEW YORK MOTHERSHIP/BRIDGE

Sparks from a cutting tool start shooting from the door.

JULIE: They're trying to cut their way through!

PHILLIP: Get to the escape shuttle. You don't have much time.

JULIE: What about you?

PHILLIP: Someone has to pilot this thing and hold off those shadow troopers when they come through.

JULIE: You don't stand a chance against them.

CARLOS: I'll stay with him.

JULIE: No. We're not leaving you behind. There has to be another way.

CARLOS: There isn't, Julie. I have to do this... for Maria. Please tell her that for me.

Julie hesitates.

JULIE: I will.

HAM: (to Julie) Come on.

Ham takes Julie and walks over to the hatchway to the escape shuttle. Before disappearing through the hatch, Ham flashes them the "V" sign.





EXT. NEW YORK MOTHERSHIP

The escape shuttle races from the Mothership.





INT. ESCAPE SHUTTLE

Julie sits next to Ham who pilots the shuttle.

JULIE: I never knew you could fly one of these things.

HAM: I'm a fast learner.





INT. COMMAND SHIP/BRIDGE

The tactical officer watches the display screen in alarm. He calls out to Xur.

TACTICAL OFFICER: Sir, the New York Mothership is accelerating toward us at attack speed!

XUR: What?!

Xur rushes over to the display screen with Maximillian.

MAXIMILLIAN: They're no match for us. It's suicidal.

Xur looks up at his tactical officer.

XUR: Shoot them down with every weapon we have.

TACTICAL OFFICER: We can't in our present position. They're on our blind side.

XUR: Then sound collision and bring us around 180 degrees!





INT. NEW YORK MOTHERSHIP/BRIDGE

From behind the main control station, Phillip watches the command ship looming through the bridge window. The doors to the bridge are finally blasted open. Carlos fires at the shadow troopers as they try to emerge. He succeeds in holding them off for a few precious seconds before being overwhelmed by their sheer numbers. He is hit several times by plasma fire and falls to the ground. The shadow troopers pour into the bridge and turn their attention to Phillip who spins around in his chair to face them.

PHILLIP: You're too late, you bastards.

The shadow troopers aim their rifles at him and open fire.





INT. COMMAND SHIP/BRIDGE

The collision alarm screams in the background as the command ship turns to face the oncoming Mothership. Maximillian, Xur, and the tactical officer look up to see the Mothership charging towards them through the bridge windows.

XUR: Fire!

The command ship fires its torpedoes and turbo lasers at the Mothership which explodes into a flaming meteor. They watch in horror as it continues to streak towards them

XUR: Oh, shit.

Everyone dives for cover as the fireball strikes the command ship head on. An explosion rips through the bridge, causing the supporting structure to cave in.





EXT. SPACE

The fiery wreckage of the command ship tumbles out of control toward the moon.





INT. COMMAND SHIP/BRIDGE

The bridge is a complete shambles. Fire, smoke, and twisted metal are everywhere. Xur gets up from a pile of rubble. We see only the left side of his face.

MAXIMILLIAN (off screen): Xur, help me!

Xur looks over and sees Maximillian pinned underneath a fallen support beam. Meanwhile, the tactical officer makes his way through the wreckage over to the computer table where the static-filled display screen shows them careening toward the surface of the moon.

TACTICAL OFFICER: Sir, we've fallen into the moon's gravitational field. Estimate five minutes to impact.

Xur turns around and rushes over to the computer table. The synthetic skin on the entire right side of his face has been torn away.

XUR: Bring us about! Hurry!

TACTICAL OFFICER: (frantically) I can't! The helm is not responding! What do we do?!

Xur looks at his tactical officer.

XUR: (solemnly) We die.

MAXIMILLIAN: Damn you, Xur! Free me at once! I must get to my shuttle!

Xur turns and walks over to Maximillian.

XUR: (full of spite) You're not going anywhere, Your... Eminence.

Xur pulls out his laser pistol and fires it at Maximillian, striking him in the chest.





EXT. MOON

The command ship crashes into the moon and explodes.





INT. ALLIANCE BATTLECRUISER/COMMAND CENTER

Five-Theta-Epsilon, Nine-Rho-Omega, Three-Phi-Omicron, and One-Alpha-Beta watch the destruction of the command ship on the main view screen.

THREE-PHI-OMICRON: Message coming in from the Sirian fleet. They offer their immediate and unconditional surrender.

ONE-ALPHA-BETA: Inform them to standby to receive our boarding parties.

FIVE-THETA-EPSILON: I can't believe it's over.

NINE-RHO-OMEGA: I just hope Julie and the others got away in time.

THREE-PHI-OMICRON: Another message is coming in from a Sirian shuttlecraft requesting permission to make an emergency landing.

FIVE-THETA-EPSILON: (to Nine-Rho-Omega) Not to worry. That must be them.





INT. VISITOR SHUTTLE/COCKPIT

Close-up on communications console.

THREE-PHI-OMICRON (voice over): Sirian shuttlecraft, clearance has been granted. Transmitting landing coordinates.

The camera pulls back to reveal that the shuttle is being piloted by Diana.





INT. ALLIANCE BATTLECRUISER/COMMAND CENTER

Three-Phi-Omicron looks down at his monitor.

THREE-PHI-OMICRON: Sirian shuttlecraft, you are off course. Sirian shuttlecraft, please acknowledge.

ONE-ALPHA-BETA: Where is it going?

Five-Theta-Epsilon and Nine-Rho-Omega stand toward the front of the bridge near the view screen.

NINE-RHO-OMEGA: It's coming straight for us!

The Visitor shuttle fills the view screen and opens fire.

FIVE-THETA-EPSILON: Get down!

Five-Theta-Epsilon throws Nine-Rho-Omega to the ground and dives on top of her as the view screen explodes outward. The entire bridge undergoes a forceful decompression.





INT. VISITOR SHUTTLECRAFT/COCKPIT

Diana smiles with satisfaction at the destruction she has wrought.





INT. ALLIANCE BATTLECRUISER/COMMAND CENTER

Three-Phi-Omicron and One-Alpha-Beta struggle against hurricane-force winds as the atmosphere is sucked out into space.

ONE-ALPHA-BETA: Activate the blast doors!

Three-Phi-Omicron reaches over and activates a switch. A large door drops down over the gaping hole where the view screen used to be. Suddenly, everything becomes silent. One-Alpha-Beta makes his way over to Five-Theta-Epsilon who lies motionless over Nine-Rho-Omega. A large piece of metal protrudes from his back. One-Alpha-Beta removes it and turns him over. Streams of blue fluid run from his nose and mouth. Nine-Rho-Omega gets up unharmed.

NINE-RHO-OMEGA: Theta, talk to me.

Five-Theta-Epsilon looks up at her, his life clearly draining away.

FIVE-THETA-EPSILON: Looks like I'm going to get that early retirement you always wanted.

NINE-RHO-OMEGA: Forget what I said. I used to be a real bitch.

FIVE-THETA-EPSILON: You know, Rho, I really like the new you. I only wish we had more time together.

Five-Theta-Epsilon expires. Nine-Rho-Omega embraces him. One-Alpha-Beta does not know what to make of it.





INT. DIANA'S SHUTTLE/COCKPIT

Diana looks out the front window as the shuttle heads toward earth. Suddenly, an alarm sounds, and Diana looks down at her monitor which shows another Visitor shuttlecraft coming behind her. She switches on the intercom.

DIANA: Shuttlecraft, identify yourself.

An explosion rocks the shuttle, causing sparks to fly inside the cockpit.

JULIE'S VOICE: Hello, Diana. We still got some old scores to settle.

Diana smiles.

DIANA: Come and catch me, Julie, if you can.

Diana pulls down on the throttle, and the shuttle dives sharply.





EXT. EARTH'S UPPER ATMOSPHERE

Diana's shuttle plunges into earth's atmosphere. The escape shuttle dives after it. The outer hull of the escape shuttle begins to glow.





INT. ESCAPE SHUTTLE/COCKPIT

Both Julie and Ham are covered with perspiration from the intense heat.

JULIE: We're going to burn up.

HAM: Not until I've finished her off.

Ham presses the fire button on the throttle.





EXT. EARTH'S ATMOSPHERE

The escape shuttle fires after Diana's shuttle. Both shuttles appear to be on fire.







INT. DIANA'S SHUTTLE/COCKPIT

The shuttle shudders as it is hit by laser fire. Diana looks on with steely determination as the shuttle approaches a huge cloud formation.





EXT. EARTH'S ATMOSPHERE

Diana's shuttle dives into the cloud formation. The escape shuttle follows in after it.





INT. ESCAPE SHUTTLE/COCKPIT

Julie and Ham look through the front window as Diana's shuttle disappears in the thick cloud cover. Several seconds later, the cloud breaks, and Diana's shuttle is gone.

JULIE: Where'd she go?

DIANA'S VOICE: Look behind you.

Julie turns around and sees Diana's shuttle in the rear observation window. Diana's shuttle opens fires. The rear window blows inward, causing the entire cockpit to depressurize. Ham struggles with the controls.

HAM: We're going down!





EXT. RAVINE

With smoke trailing from the back of it, the escape shuttle plummets from the sky and crashes inside a ravine.





INT. DIANA'S SHUTTLE/COCKPIT

Diana looks down and smiles. Suddenly, a familiar voice comes over the communications channel.

MIKE'S VOICE: It's not over yet, Diana. I got something for you.

DIANA: What? Who is this?

MIKE'S VOICE: You know who I am.

DIANA: It can't be. It's not possible.

MIKE'S VOICE: You've had this coming for a long time.

Diana watches the gunship prototype materialize in front of her.

DIANA: No!





EXT. SKY OVER RAVINE

The gunship prototype fires two torpedoes at Diana's shuttle which explodes into thousands of fiery fragments.





EXT. BOTTOM OF RAVINE

Ham drags Julie away from the wreckage of the escape shuttle and falls to the ground with her. Both of them are severely, perhaps mortally, wounded.

HAM: Julie...

Julie does not respond. Ham looks at her and then comes to a decision.

HAM: I won't let you die.

Ham opens Julie's mouth and bends over her. A stream of fluorescent fluid pours from his mouth into hers.





EXT. EDGE OF RAVINE

Paul walks over to the edge of the ravine and looks down.

PAUL: Donovan! Over here!





INT. BOTTOM OF RAVINE

Paul and Mike come up behind Julie who cradles Ham in her arms.

PAUL: Julie...

Mike sees that Ham is deathly silent.

MIKE: What happened?

Julie looks up at him. Tears stream down her face.

JULIE: He saved me.





DISSOLVE TO:



EXT. NIGHT SKY OVER NEW YORK HARBOR

In the clear night sky, a full moon shines brightly with a glowing fire still burning on its surface. The camera pans down to the Statue of Liberty. A few remnants of the Citadel can be seen in the distance. Suddenly, the entire sky is alight with a brilliant fireworks display.





SERIES OF SHOTS

A) Julie, Amanda, and Matt watch the fireworks from the penthouse balcony.

B) Corrine, Katrina, Martin, and Jimmy watch the fireworks from the front lawn of Corrine's house. Chris comes over to them with Shirley who is in a wheelchair.

C) Paul wades through a throng of "V" flag waving students in Washington Square Park, meeting up with Mike, Nine-Rho-Omega, and Sean who wears a "V" T-shirt.

D) Lorenzo, Tony, and Bandit watch the fireworks from the roof of their apartment building.

E) Ana walks over to the bathroom door and knocks on it.

F) Maria stares at herself in the bathroom mirror. The green patch of pregnancy has begun to form on her neck.





INT. ALEX HALE'S OFFICE

Fireworks can be heard outside as Earl enters Alex's office. Lois sits quietly behind the desk.

EARL: Hey, this is no place to celebrate V-day.

LOIS: What's to celebrate?

EARL: Come on, Lois, we won. What's wrong?

LOIS: I don't believe in happy endings.





FADE OUT.

CREDITS.

THE END.

1