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                            GODZILLA

                               by

                  Dean Devlin & Roland Emmerich










                                               First Draft 2/19/96





     FADE IN:

     An iguana...

     Crawling off its nest, leaving its eggs exposed.


  1  EXT. MORUROA ATOLL ISLANDS, FRENCH POLYNESIA - PACIFIC       1

     Grainy, Kodak color, nineteen sixties documentary
     footage of a beautiful Polynesian island. We SEE quick
     shots of Kimono Dragons, Gila Monsters and Chameleons
     all in their natural tropical environment.

     Super: Moruro Atoll Islands, French Polynesia - June
     1968

     Incongruously over this jungle environment we HEAR a
     static ridden radio filtered VOICE, slowly counting down
     in French. It is almost as through the reptiles of the
     island are reacting to the countdown as they anxiously
     move about.

     Suddenly with a brilliant FLASH OF WHITE LIGHT, a
     nuclear EXPLOSION mushrooms into the sky.

     We SEE a SERIES of REAL shots of footage of some of the
     over one hundred and sixty official nuclear tests the
     French government held in this tropical region.

     Explosion after explosion devastates the locale. One
     building after the next, accelerating in momentum,
     culminating in one final EXPLOSION.

     The clould-filled sky begins to drizzle. The ash-like
     fallout drifts downward onto what's left of the islands
     below.

     We FOLLOW this ash as it settles next to a dead reptile,
     unrecognizable now, and down onto what's left of the
     lizard's eggs.

     Suddenly the image clears from the grainy footage to
     clean, modern high resolution. We ZOOM IN on one of the
     eggs as it slowly gets buried in the falling ash. WE
     continue to push in, getting closer...closer...

                                             SMASH CUT TO:


  2  EXT. PACIFIC OCEAN - OIL TANKER - RAINSTORM - NIGHT          2

     Smashing through the choppy waters, barely by the storm
     we SEE the CORI AKIDO, a Japanese oil supertanker.

     Super: Pacific Ocean, present day


  3  INT. CORI AKIDO - BRIDGE - NIGHT                             3

     We TRACK across the complicated computerized
     navigational console that is actually steering the
     immense ship. In the b.g. we HEAR a Japanese t.v.
     program playing.

     At the end of the console is the ship's SKIPPER, an
     overweight Japanese seaman sleepily watches a snowy
     satellite broadcast of a Sumo wrestling match.

     Suddenly the SONAR blares out a warning ALARM. Startled,
     the Skipper awakes and stumbles out of his chair over to
     the console.

     The SONAR displays an enormous MASS heading quickly
     toward the ship. The Skipper's eyes go wide. He hits a
     KLAXON alarm, awaking the entire ship. He presses the
     radio/intercom.

                            SKIPPER
                      (in Japanese)
               Captain. This is the bridge. We have
               an emergency.


  4  INT. SUPERTANKER'S HALLWAYS - SAME - NIGHT                   4

     Alarms BLARING. The crew rushes out of their quarters
     and into the hall. Quickly they race for the upper
     decks.


  5  INT. OTHER HALLWAY - BY KITCHEN                              5

     The ship's elderly COOK pokes his head out of the
     kitchen and yells at some of the crew as they pass by.

                            COOK
                      (in Japanese)
               What's going on? What's happening?

     Before anyone can answer, the ship is ROCKED by an
     enormous THUD as something hits the side of the immense
     ship. The crew TUMBLES as the ship SWAYS VIOLENTLY.

     The old Cook is thrown to the floor. He looks up
     nervously.


  6  INT. BRIDGE - SAME - NIGHT                                   6

     The CAPTAIN enters quickly, joining the Skipper at the
     console.

                            CAPTAIN
                      (in Japanese)
               What was that!?

                            SKIPPER
                      (in Japanese)
               I can't tell...

     Again, the ship is HIT. An enormous CRASHING SOUND is
     HEARD as the ship ROCKS to one side, tossing the Captain
     and Skipper to the floor.

     Suddenly we HEAR the tell-tale, famous SCREAMING WAIL of
     our creature from somewhere outside. Terror shines in
     the Captain's eyes at the sound.


  7  INT. HALLWAYS - CONTINUOUS - NIGHT                           7

     The crew, getting back on their feet, reacts to the
     horrible WAILING SOUND.

     Suddenly the ship is HIT AGAIN. This time something
     enormous RIPS THROUGH THE HULL, crushing one of the crew
     members as it TEARS THROUGH THE WALLS.

     Water RUSHES THROUGH the large gaping hole, quickly
     filling the hallway. The Cook and what's left of the
     crew scurry for the stairs, as the water level chases
     them.


  8  INT. BRIDGE - SAME - NIGHT                                   8

     The ship's computers are WHIRLING with warning lights
     and alarms. As the Skipper tries to adjust the controls
     in vain, the Captain grabs the ship's p.a. system.

                            CAPTAIN
                      (in Japanese)
               Abandon ship! Abandon ship! Man the
               lifeboats...

     But before he can say anything more, something WHIPS
     across the bridge's enormous windshield, SHATTERING THE
     GLASS. Was it a tail? No way, far too big.


  9  EXT. SHIP'S DECK - SAME - NIGHT                              9

     The doors BURST open as the crew and the Cook rush out
     onto the deck. Again, the ship is HIT, ROCKING it
     violently.


     A TARP

     is ripped away, revealing a life boat. Two more life
     boats are revealed behind it as the crew desperately
     tries to hoist them up and over the side.


     ANGLE - WATER BESIDE THE TANKER

     Something ENORMOUS jolts out of the water towards the
     ship. Through the rainstorm it is hard to make out what
     it is, but it SLAMS into the side of the ship, RIPPING
     INTO IT, pulling down the starboard side as it does.
     Could that have been a CLAW?


     THE CREW

     Are thrown backwards. The lifeboats swing WILDLY,
     several of them SMASHING INTO BITS as they slam against
     the ship.


     THE CLAW

     Or whatever it is, RIPS INTO THE SIDE AGAIN. This time
     the entire ship begins to FLIP OVER.


     A LIFEBOAT

     Bounces off the deck and slides off the side. Following
     it is the Cook.

     Desperately, the Cook grabs onto the ship's side railing
     to keep from falling off. He looks back and SEES
     something so horrible that he SCREAMS IN TERROR and lets
     go of the railing.

     The old Cook slides over the side as the enormous tanker
     FLIPS OVER.

                                             CUT TO:


     WINDSHIELD WIPERS

     Clearing at their highest speed, we see through the rain
     doused windshield, DR. NIKO "NICK" TATOPOULOS. Music
     blares from the tiny headphones of his Walkman.

                            NICK
                      (singing)
               ...I'm singing in the rain, just
               singing in the rain...

                                             CUT TO:


 10  INT. RUSSIAN TOWN - RAIN - DAY                              10

     The utility van races through this small Russian town
     right past a roadblock marked with the international
     signs for "no trespass" and "nuclear radiation."

                            NICK
               ..."What a glorious feeling. I'm happy
               again..."

     As the van disappears down the road, we CRANE UP
     revealing a city sign reading: CHERNOBYL, RUSSIA.


 11  EXT. CHERNOBYL DIRT PARK - RAIN - DAY                       11

     With the infamously crippled nuclear power plant in the
     distance, the utility van slides to a muddy stop by this
     field of dirt.

     Nick hops out quickly and rushes to the back of the van.
     He opens the back of the van and grabs several metallic
     cases.

     Walking a few yards away from the van, he dumps the
     cases on the ground, opening them to REVEAL an
     assortment of sophisticated scientific equipment.

     Taped to the inside are several photos of a girl we'll
     meet later. Some of the photos are of her looking young
     and beautiful. Others are of the two of them happily
     together.

     With a switch he turns on the equipment which comes to
     life. Inside one of the cases are several cables
     attached to long SPIKES. He grabs them and dashes away.

                            NICK
               ..."I'm laughing at clouds, so dark up
               above..."

     Nick rushes over to a small patch of land and begins to
     SHOVE the spikes into the muddy earth.

                            NICK
               ..."The sun's in my heart and I'm
               ready for love..."

     Once firmly in the ground, he rushes back over to the
     van and pops the hood.


     CLOSE - VAN'S ENGINE

     We SEE the steaming engine and a large electric car
     BATTERY.

                            NICK
               ..."Let the cloudy skies chase..."

     He attaches the cables to the battery and they SPARK!
     Nick YELPS and jumps back. Shaking off the shock, he
     rushes back over to the mud pit, dropping down to his
     knees.

     Suddenly, raising from the mud we see DOZENS OF
     EARTHWORMS. Excitedly Tatopoulos grabs a big empty glass
     jar and begins filling the jar with worms, happily in
     his element.

                            NICK
               ..."I'm singin' in the mud, just
               scooping up my worms..."

     Unable to hear over his Walkman, he is oblivious as an
     enormous RUSSIAN MILITARY HELICOPTER lands right behind
     him.

     From the intense wind kicked up by the helicopter,
     Tatopoulos finally turns in time to see several RUSSIAN
     OFFICERS coming toward him. Nick scrambles to his feet.

                            NICK
                      (broken Russian)
               Good day. I am here with
               permission...I have a, a...
                      (in English)
               Permit. How do you say permit?

     He goes through his pockets looking for his permits.

                            MALE VOICE (O.S.)
               Dr. Nick Topopolosis?

     Tatopoulos looks up as the Russian soldiers move past
     him and over towards his cases of equipment. A man in a
     long raincoat comes forward.

                            NICK
               It's Tatopoulos.

                            TERRINGTON
               The worm guy, right?
                      (extending his hand as he
                      approaches)
               Kyle Terrington, U.S. State
               Department.

     The Russian soldiers close up his equipment and take it
     off to the Helicopter.

                            NICK
               What are they doing?

                            TERRINGTON
               You've been reassigned.

                            NICK
               You can't shut me down now! My
               research here's not finished!

                            TERRINGTON
               It is now.

                                             CUT TO:


 12  EXT. PAPEETE - TAHITI - STREET - DAY                        12

     Coastal town of Papeete, Tahiti. With the ocean in the
     distance, through the heat waves we SEE a row of
     official looking black sedans coming toward us.


 13  EXT. PAPEETE HOSPITAL - CONTINUOUS - DAY                    13

     The doors to the sedans open as a group of very official
     looking Government types. Stopping to light his
     cigarette is PHILLIP RAYMOND, 40's, intense, dangerous
     and worst of all...French.


 14  INT. HOSPITAL HALLWAY - MOMENTS LATER - DAY                 14

     Raymond leads the official looking group down the hall.
     A BRIEFING OFFICER rushes over. (The following dialog is
     entirely in French with subtitles)

                            BRIEFING OFFICER
               The Japanese consulate has been
               calling and we've been getting
               pressure from the Americans.

                            RAYMOND
               What did you tell them?

                            BRIEFING OFFICER
               Nothing yet.

                            RAYMOND
               Are there any other survivors?

                            BRIEFING OFFICER
               Only one, Sir. He was very lucky.

     The group arrives at a door at the end of the hall. The
     Briefing Officer opens the door.


     RAYMOND'S P.O.V. - THROUGH OPEN DOOR

     In the corner of the large room we see the old Cook from
     the tanker curled up in the fetal position. The doctors
     and a few nurses are attending to him.

                            RAYMOND
               Get them out of there.

     Two of the Officials move in and escort the Doctors and
     Nurses out of the room. Raymond nods to two other
     Officials who begin to unpack some recording equipment,
     including a video camera.


 15  INT. HOSPITAL ROOM - SAME                                   15

     Raymond enters and moves close to the old Cook, kneeling
     down in front of him, inspecting his distant glare. The
     old Cook seems to be in a world of his own, rocking back
     and forth. Raymond nods to another Official who comes
     forward.

                            RAYMOND
                      (in French)
               Ask him what happened.

     The Second Official ask him in Japanese, but the old
     Cook does not respond. He asks again but the old Cook
     seems to be in a world of his own.

                            BRIEFING OFFICER
                      (in English)
               It's no use. He's been like this since
               we fished him out of the ocean.
               Whatever happened to that tanker put
               him in a complete state of shock.

     Raymond takes out his lighter and ignites it on high.
     The old Cook's eyes slowly come back to life, transfixed
     by the fire. Slowly he brings the flame close to the old
     Cook's face.

                            RAYMOND
                      (in English)
               What did you see, old man?

     Drawn out of himself by the flame...

                            OLD COOK
                      (weakly)
               Gojira...Gojira...

     Raymond shoots a look at the Second Official for an
     explanation.

                            SECOND OFFICIAL
                      (in English)
               I have no idea what he is saying.

                            OLD COOK
                      (stronger)
               ...Gojira!...Gojira!...GOJIRA!!

                                             CUT TO:


 16  EXT. GULF OF DEN SAN MIGUEL, PANAMA - DAY                   16

     A small sea plane flies over this jungle region of
     Panama, darting up the Gulf into the lush greenery of
     the countryside.

     Super: Guilfo de San Miguel, Panama - 45 km outside
     of La Paz

     Slowly the plane begins to descend, landing by a small
     village.


 17  EXT. VILLAGE FISHING DOCK - MOMENTS LATER - DAY             17

     Several soldiers unload Nick's cargo as he steps out of
     the plane onto the dock. As he walks towards shore he
     SEES...


     NICK'S P.O.V. - POLICE BARRICADE

     Dozens of citizens as well as the press are gathered at
     a police barricade; their access to the village denied.
     Panamanian Police and U.S. military working together to
     keep people out.

     Marching up the shore to greet Nick is MAJOR TONY HICKS,
     30's, efficient, who is spearheading this operation.

                            MAJOR HICKS
               Dr. Niko Topopolosis?

                            NICK
                      (correcting)
               It's Tatopoulos.

                            MAJOR HICKS
               Right. The worm guy.
                      (to guards at blockade)
               Can someone get those people off the
               beach?

                            NICK
               Excuse me, would you mind telling me
               what the hell I'm doing here?

                            MAJOR HICKS
               Follow me.

     The Major leads Nick up the beach away from the crowds.

                            NICK
               You didn't answer my question. In
               fact, for the last 18 hours no one has
               answered any of my questions.

                            MAJOR HICKS
               We have a situation on our hands that
               requires your particular expertise.


     ANGLE - DESTROYED VILLAGE HUT

     Several soldiers and researchers are investigating the
     site when Nick and the Major walk past.

                            NICK
               Look, I may work for the Nuclear
               Regulatory Commission but accidents
               and spills are not my field.

                            MAJOR HICKS
               We know.

     Major Hicks motions to some guards who clear a blockade
     away from a jungle pathway. Major Hicks takes the
     pathway.

                            NICK
               Do you know that you just interrupted
               a three year study of the Chernobyl
               earthworm?

                            MAJOR HICKS
               Yeah, you're the worm guy.

                            NICK
               The radioactive contamination in that
               area altered the earthworm's DNA! You
               have any idea what that means?

                            MAJOR HICKS
               No, but I have the feeling I'm about
               to find out.

                            NICK
               It means that due to a man made
               accident the Chernobyl earthworms are
               now over seventeen percent larger than
               they were before. Mutated by seventeen
               percent?

     Major Hicks stops, turns to Nick.

                            MAJOR HICKS
                      (bemused)
               Seventeen percent, huh? Sounds big.

                            NICK
               They're enormous! A new species
               created by man's recklessness. That's
               what I've been trying to tell you, I'm
               only a biologist. I take radioactive
               samples and study them.

                            MAJOR HICKS
               Then you're perfect.
                      (pointing to the ground)
               Here's your radioactive sample. Study
               it.

     With that Major Hicks walks away.

                            NICK
               What sample?

                            MAJOR HICKS
               You're standing on it.

     Nick looks down, sees nothing.

                            NICK
               I don't see it.
                      (no response)
               Where is it?

     We CRANE UP above him, pulling back farther and farther,
     until we SEE he's standing inside of a 15 YARD LONG
     GIGANTIC FOOTPRINT in the sand.

                            NICK (CONT'D)
               I don't see it!

     Two scientists have spread out a tape measure to
     document its length as two others inspect it with Geiger
     counters. Nick sees them and realizes he's standing in a
     remarkable discovery. He looks up ahead and SEES...


     OVERHEAD TITLT SHOT - Foot steps...-

     Five gigantic footsteps in front of him. Other
     researchers examining the prints with all kinds of
     equipment. Geiger counters, CLICK, CLICKING away. Nick
     is stunned.


18   EXT. TATTERED VILLAGE REMAINS - MOMENTS LATER               18

     Nick rushes to catch up with Major Hicks who walks
     towards a command tent in the distance.

                            NICK
                      (flabbergasted)
               That was a footprint. I was standing
               inside a footprint.

                            MAJOR HICKS
               That's right.

                            NICK
               But there's no animal in the world
               that can make prints like that? Is
               there?

                            MAJOR HICKS
               We're hoping you're going to help us
               figure that out.

     The Major gestures to the many villagers who are being
     attended to. Some are injured, others are being examined
     for radiation. The village has been decimated.

                            NICK
               Somebody must have seen it.

                            MAJOR HICKS
               It happened so fast no one knew what
               hit them 'til is was over.

     A jeep pulls up and PETERS, a young researcher, comes
     rushing over with a video tape in his hands. As he passes
     Major Hicks...

                            PETERS
                      (on the run)
               Tape's in. The French finally released
               it.

     Peters takes off for the command' tent. Nick and the
     Major follow.


     COMMAND TENT - CONTINUOUS - DAY

     Part military, part scientific command post. Lots of
     activity. Peters waves the tape as he rushes over to a
     television. Major Hicks and Nick follow.

                            MAJOR HICKS
               A tanker was attacked and sunk
               yesterday near the French Polynesians.
               We think there's a connection.

                            WOMAN SCIENTIST (ELSIE)
               Is that the tape of the witness?

     Excitedly, ELSIE CHAPMAN, heavy set, early 30's,
     paleontologist and head of the research team, leads
     several of her colleagues over to the t.v.

                            NICK
               Hi. Nick Tatopoulos...

                            ELSIE
               Ah, Elsie Chapman, paleontologist.

     She's clearly attracted to him. This doesn't escape
     Nick, who's not too comfortable with her flirtatious
     glare. She turns to a scientist standing next to her,
     DR. CLIVE CRAVEN.

                            ELSIE (CONT'D)
               Dr. Craven, have you met the worm
               guy?

                            DR. CRAVEN
               Nice to meet you.

     The t.v. turns on and we SEE the old Cook, rocking on
     his bed, repeating over and over the same word...

                            OLD COOK
                      (filtered through t.v.)
               ...Gojira...Gojira...Gojira...

     This is all too overwhelming for him. He turns from the
     t.v. and looks out into the jungle.

     Slowly he walks away, staring at something in the
     distance with total awe. Elsie walks up next to him.

                            ELSIE
               What could have possibly done all
               that?

     We REVERSE ANGLE and SEE what they are staring at.

     A gigantic path cut through the jungle.

     Something of immense size has trampled and cut a deep
     and wide path right through the jungle forest that goes
     on for miles on end. Over the stunned face of Nick we
     HEAR...

                            OLD COOK (O.S.)
                      (filtered)
               ...Gojira...Gojira...Gojira...

                                             CUT TO:


     T.V. MONITOR - JUNGLE FOOTAGE

     The same beach scene we saw when Nick arrived. Over
     it...

                            REPORTER
                      (filtered)
               ...American and Panamanian troops
               quarantined off a section of the
               Panamanian jungle today amid
               unconfirmed reports of a crashed Air
               Force jet...

                                             WIDEN TO REVEAL:


 19  INT. WNEW T.V. STATION - DAY                                19

     As we WIDEN we see this is one of several wall mounted
     monitors all showing channel WNEW. Through the glass
     doorway nearby we see CHARLES CAIMAN, 40's, handsome,
     entering the office.

                            AUDREY (O.S.)
               Murray wants these copied to each
               field producer...


     ANGLE - SECRETARY DESK

     Standing in front of the desk is AUDREY TIMMONDS, early
     thirties, attractive, small town girl who still hasn't
     toughened in the big city and talking with her
     co-worker, LUCY, sitting.

                            AUDREY
               And I'm supposed to remind you to call
               him on all of Caiman's expense
               p.o.'s.

                            LUCY
               Speak of the devil.

     Just then Caiman passes behind them.

                            AUDREY
                      (nervous)
               Think I should ask him? I'm going to
               ask him. You think I should? I will.

     Audrey makes the decision and bolts after Caiman. Lucy
     rolls her eyes.

                            LUCY
               Oh girl...


     ANGLE - CAIMAN

     As he walks towards his office Audrey races up to him.
     Seeing her, he walks faster hoping to avoid her. He
     can't.

                            AUDREY
               Did you talk with Humphries?

                            CAIMAN
               This is not the place...

                            AUDREY
               Just tell me, did you talk with him?

                            CAIMAN
               He said he'd consider it. It's between
               you and Rodriguez.

                            AUDREY
               Are you serious? He's going to
               consider me for he job? What else did
               he say?

     They arrive at his office. An enormous standee of
     himself with the ACTION NEWS CREW is there.

                            CAIMAN
               Why don't I tell you over dinner
               tonight? Your place.

     He stops at his door. Audrey is startled.

                            AUDREY
               Mr. Caiman, you're married.

                            CAIMAN
               And you're beautiful...

                            AUDREY
               Mr. Caiman...

                            CAIMAN
               Call me Charlie.

                            AUDREY
                      (stubbornly)
               Mr. Caiman, I've been doing extra
               research for you after hours and
               weekends for nearly a year. And I've
               never asked for anything but this job
               is really important to me. I'm too old
               to be an assistant anymore. I need to
               know this job is going someplace.

                            CAIMAN
               So have dinner with me tonight.

                            AUDREY
               I can't.

                            CAIMAN
               It's your choice.

     Caiman shuts the door on her. She turns and is face to
     face with the standee of Caiman. She takes out her
     chewing gum and plasters it on his nose.

                                             CUT TO:


 20  EXT. JAMAICAN HIGHWAY - AERIAL SHOT - DAY                   20

     Over the bumpy Jamaican highway we FOLLOW from above
     several military jeeps racing in convoy.

     Super: Great Pedro Bluff, Jamaica


 21  INT. JEEP - SAME                                            21

     Elsie, Nick and Clive are cramped together along with
     Nick's equipment in the back of the jeep. Nick looks
     very uncomfortable. Elsie looks at Nick...lasciviously.

                            ELSIE
               Three years digging up worms in
               Chernobyl? How did Mrs. Tatopoulos
               handle it?

                            NICK
               Oh, I'm not married.

                            ELSIE
               Really? A girlfriend then?

                            NICK
               No. Perhaps I work too much.

                            ELSIE
                      (filtered)
               You mean to tell me that there is no
               one who holds a special place in your
               heart?

     Nick seems to get lost in thought.

                            NICK
               Not for a long time, now.

                            ELSIE
               Well, I think you're cute.

                            NICK
                      (awkward)
               Oh, thank you.
                      (whispered to Clive)
               Is she always like this?

                            CLIVE
                      (conspiratorially)
               I had to beat her off with a stick.

     The sound of a HELICOPTER ZOOMS overhead.


     AERIAL SHOT - HELICOPTER - SAME - DAY

     A helicopter ZOOMS past our convoy. As we FOLLOW the
     helicopter we REVEAL...


     JAMAICAN BEACH WITH A BEACHED CARGO SHIP - DAY

     Taking up nearly the entire beach, an enormous cargo
     ship lays on its side in the sand. Two gigantic holes,
     ripped into its hull.


     MILITARY JEEPS

     Nick hops out and joins Major Hicks et al as they push
     past the gathered crowd of onlookers. The group gives a
     collective gasp as they see the ship for the first
     time.

     Three men (who we'll recognize from the Tahiti hospital)
     take measurements of the holes in the ship.

                            MAJOR HICKS
               Who are they? Lieutenant, get those
               people away from there.

                            RAYMOND
                      (French accent)
               They are with me!

     Everyone in the group turns to find Mr. Phillip
     Raymond.

                            MAJOR HICKS
               And who are you?

     Raymond hands him, as well as anyone who wants one, his
     business card.

                            RAYMOND
               CHARGEURES, property and casualty
               insurance. We are preparing a report.

                            MAJOR HICKS
               You're fast.

                            RAYMOND
               That is our job.

                            MAJOR HICKS
               Well your people are getting in the
               way of my job.

                            RAYMOND
               Major, what do you think could have
               done this?

                            MAJOR HICKS
               Get your people out of there or I
               will.

     The Major walks away. Raymond studies him as he does.


     ANGLE - SHIP

     Nick can't take his eyes off the enormous holes in the
     hull. He steps closer and turns to Peters, who's taking
     radiation counts of the ship.

                            NICK
               Mind if I borrow this?

     Peter hands him his Geiger counter and walks into the
     cracked hull of the ship.


 22  INT. CARGO HULL - CONTINUOUS - DAY                          22

     Inside is eerily dark and creepy. The guts of the ship
     are tangled inside. Holding a Geiger counter, he gets
     readings from all over the area. One particular spot,
     above him, seems slightly stronger.

     Nick SEES something there. He opens his knapsack and
     puts on some rubber gloves, removing a glass jar (like
     the ones from Chernobyl)

     Carefully he climbs the debris until he reaches a sharp
     shard of metal. Clinging to it he finds a MEATY CHUNK OF
     REPTILE FLESH.

     He tries remove it but he only gets half. He places it
     into his jar. Just as he reaches for the other half,
     SOMETHING GIVES WAY.

     With a JOLT, the section above him collapses. A rush of
     water falls and a HUMAN BODY swings down, just in front
     of him.

     Nick tumbles backwards, his heart pounding. The body
     swings lifelessly as it hangs from above.

     The others rush to his side, checking to see if he's all
     right.

                            PETERS
               You okay, Nick?

                            NICK
               Yeah, I'm...wait...I lost...

     Nick looks around frantically when the glass sample jar
     is suddenly handed to him.

                            RAYMOND
               Are you looking for this?

                            NICK
               Thanks.

     Raymond studies Nick as he joins the rest outside.

                                             DISSOLVE TO:


     UNDERWATER - NETS - MOVING P.O.V.

     We are moving very quickly underwater. Ahead of us are
     some large FISHING NETS with a catch of fish carried in
     the bunt. Quickly we are heading for a collision.


 23  EXT. ATLANTIC OCEAN - OFF NEW ENGLAND COAST - DAY           23

     A great day for fishing. Slicing through the water we
     SEE three New England Fishing TRAWLERS, the HARPO, the
     CHICO, and the GROUCHO.


 24  EXT. THE HARPO - SAME - DAY                                 24

     ARTHUR is at the wheel. Suddenly the engines WHINE as
     the ship begins to slow down. Surprised, Arthur checks
     his throttle.


 25  EXT. THE CHICO - SAME - DAY                                 25

     LEONARD and his 1st MATE are puzzled by the engine WHINE
     of their own ship.

                            LEONARD
               Jerry, why are we slowing down?

                            JERRY (O.S.)
               She's heavy in the bunt.

                            LEONARD
               That was fast.


 26  EXT. THE GROUCHO - SAME - DAY                               26

     The captain, JULES, hasn't noticed a thing as he lays on
     his deck tanning himself, a boom-abox blaring next to
     him. Suddenly THUD. The ship JOLTS for a second. Jules
     slides and BANGS his head into the boom-box. He yelps.

                            DECK HAND
               The nets are full!

                            JULES
               Then bring 'em in!

                            DECK HAND
               We can't. She won't budge!

     Jules gets up to move aft when THUD, again the ship
     ROCKS.


     ALL THREE BOATS SLOW TO A CRAWL

     Arthur tries to GUN his engine but it only WHINES. Soon
     all three boats STOP DEAD. Nothing but quiet for a long
     beat.

                            ARTHUR
               What is going on?

     Then with another JOLT all three boats begin to move
     BACKWARDS, DRAGGED BY THEIR OWN NETS!

                            LEONARD
               She's going sternway!

                            FIRST MATE
               What the hell did we catch?

     The three boats begin to PICK UP SPEED, moving BACKWARDS
     in the water. Water SPLASHES up into the boats, winches
     begin to CRACK under the building pressure.

     The boats begin to move incredibly FAST backwards.
     Things on the boat begin to BREAK and CRASH DOWN onto
     the decks of the ships.

                            JULES
               Cut us free! Cut the nets!

     The same cry is heard on all three boats. Leonard grabs
     an AXE and starts HACKING AWAY at the tow lines.

     Jules and his deck hands do the same. WIRE SHEERS are
     brought out for the larger CABLES connected to the nets.
     Desperately they try and free themselves as their boats
     are dragged helplessly backwards.

                            ARTHUR
                      (screaming at his men)
               Cut the damned cables!


     A CABLE SNAPS!

     Jules falls backward as the cables and ropes are either
     cut or snapped from the pressure. Their boat stops.


     ANOTHER CABLE SNAPS!

     Leonard and his crew TUMBLE to the deck as their boat is
     freed.


     THE HARPO

     Is not so fortunate. The lone boat dragged backwards,
     faster now without the weight of the other boats. Then
     suddenly the aft of the boat begins to get PULLED DOWN,
     dipping into the water.

     With an unstoppable force the Harpo gets PULLED UNDER
     WATER. Deck hands LEAP off the boat as the top cabin is
     CRUSHED as the entire ship slowly DISAPPEARS BENEATH THE
     SEA.

     For a moment all is quiet. No one can believe what just
     happened. Hearts pounding, catching their breath.

     Then with a WHOOSH of air pressure, the Harpo BURSTS out
     of the water. With a gigantic SPLASH, the boat FLOPS on
     its side and capsizes. The waters calm, but the nerves
     of Jules and Leonard don't.

                                             DISSOLVE TO:


 27  EXT. CLOUDY SKIES - MILITARY TRANSPORT PLANE - DAY          27

     A storm is brewing ahead as this large Military
     Transport plane glides into view then BANKS away.


     PETRI DISH

     A small piece of Nick's SAMPLE is cut away and placed on
     a glass microscope slide.

                                             WIDE TO REVEAL:


 28  INT. MILITARY TRANSPORT PLANE - SAME - DAY                  28

     Nick sits on the floor surrounded by his sloppily
     unpacked equipment as he places the slide under his
     microscope, examining his specimen.

     Quickly stepping over him a young SOLDIER rushes over to
     Major Hicks, seated with the rest of the team on the
     plane's opposing benches. The Solider interrupts their
     discussion.

                            SOLDIER
               Major, we just got a report of a
               fishing trawler going down. Exact
               position, forty seven degrees
               latitude, 67 longitude.

                            MAJOR HICKS
               What makes you think it's related?

                            SOLDIER
               The trawler was pulled under.

     The team exchanges worried glances. Hicks moves over to
     a map where the other incidents have been marked. He
     traces his finger up the 67th longitude until he hits
     the 47th parallel. Just off the East Coast.

                            MAJOR HICKS
               Jesus Christ! It's only two hundred
               miles off the American Eastern
               seaboard and we don't even know what
               it is.

                            ELSIE
               Theropoda Allosaurus. Some type of
               enormous reptile the likes of which we
               haven't seen since the age of
               prehistoric dinosaurs.

                            CLIVE
                      (sarcastic)
               So where's been hiding the last sixty
               million years?

                            ELSIE
               The depth and breath of the ocean
               floor has barely been explored. His
               kind could have survived there
               completely undetected.

                            NICK (O.S.)
               What about the traces of radiation?

     Everyone turns to discover Nick has walked over holding
     his loosely scribbled notes in his hand.

                            NICK
               The radiation is not an anomaly, it's
               the clue. This creature is far too
               unique on every level to be some lost
               dinosaur.

                            MAJOR HICKS
               Don't tell me why it's not, tell me
               what the hell it is.

                            NICK
               What do we know? It was first sighted
               off the French Polynesian Pacific. An
               area that has been exposed to dozens
               of nuclear tests over the last thirty
               years.

                            ELSIE
               Hence the radiation.

                            NICK
               More than that. I believe this is a
               mutated aberration, a hybrid from the
               fall out in that region.

                            CLIVE
                      (sarcastic)
               Like your earthworms?

                            NICK
               Yes! We're looking at a completely
               incipient creature. The dawn of a new
               species. The first of its kind.

                                             CUT TO:


     OCEAN WATER

     Racing close to the ocean waters below, something DARK
     and ENORMOUS moves swiftly below the surface. We TILT UP
     from the raging tides up to REVEAL...


 29  EXT. MANHATTAN ISLAND - SKYLINE - RAIN - DAY                29

     A storm has arrived as rain moistens the city ahead.


 30  INT. DINER - SAME - DAY                                     30

     Dripping wet, Audrey enters from the rain, removing her
     raincoat. She walks to a booth where Lucy and ANIMAL, a
     slovenly, Italian video cameraman is his mid-thirties,
     are taking their lunch break. Animal has two plates of
     food he cobbles down.

                            AUDREY
                      (sitting)
               My life sucks.

                            LUCY
               Oh, please, your life doesn't suck.
               His life sucks.

                            ANIMAL
                      (between chews)
               That's cuz I'm married to you.

                            LUCY
               Shut up. How can you eat like that?

                            ANIMAL
               Big bites.

                            AUDREY
               I can't believe he put the moves on
               me. After everything I've done for
               him.

                            LUCY
               He's scum! As far as he's concerned
               you're just a pair of breasts that
               talk.

                            ANIMAL
               I like that image.

                            AUDREY
               You know how I spent last weekend?
               Walking his damned dog.

                            LUCY
               I'm telling you he's dirt. He's a
               douche bag, gutter slime, dog crap,
               puke chunks...

                            ANIMAL
               Hey, hey! I'm eating here!

                            LUCY
               Audrey, you're too damned nice, that's
               your problem. Nice gets you nothin' in
               this town. You gotta be a killer to
               get ahead, you know what I'm sayin'?
               I'm sorry, baby, but you just don't
               got what it takes.

                            AUDREY
               Animal, you don't think that's true,
               do you?

                            ANIMAL
               Nice guys finish last. First rule of
               the jungle.

                            AUDREY
               Well, I can be tough if I want.

                            ANIMAL & LUCY
               Yeah, sure.

                            AUDREY
                      (seeing something)
               Oh my God!

     Everything turns to see what Audrey is looking at.
     Audrey gets up and rushes over to a television above the
     counter.

                            AUDREY
                      (excitedly)
               Turn that up, turn it up.

     The waitress does. On the t.v. plays the same news story
     we saw from before from Panama. This time we SEE Nick
     and Major Hicks walking on the beach.

                            AUDREY
               It's Nick! I know that guy. I know
               him!

                            LUCY
                      (unimpressed)
               Who is he?

                            AUDREY
               He was my college sweetie! Look at
               him. He looks so handsome on t.v. What
               the hell is he doing in Panama.


 31  EXT. NEW YORK FISH MARKET - BELOW JFK HIGHWAY - DAY         31

     Even in the rain doesn't keep people away. Buyers haggle
     with sellers. A large MARKET, truck loads of fish. No
     one seems to notice the river across from them...


     MOUTH OF THE EAST RIVER

     Enormous turbulence in the water. Slowly something
     begins to LIFT, sheets of water fall. Bursting out, the
     backside TALONS of the enormous reptile pierce through.
     The TAIL slices through the turbulence.

     Two ships anchored at dock begin to LIFT UPWARDS as the
     beast below them begins to rise.


     ANGLE FISH MARKET

     A groaning WAIL ROARS, echoing. The people of the fish
     market turn just in time to see...


     THE ANCHORED SHIPS

     Lifting impossibly into the air above the pier. Suddenly
     a TIDAL WAVE of water comes CRASHING down, flooding the
     fish market.


 32  INT. TRANSIT BUS - P.O.V. THROUGH WINDSHIELD - RAIN -       32
     DAY

     Through the swinging windshield wipers of the bus we see
     the JFK highway in front of us. Suddenly we see...


     AN ENORMOUS FOOT

     Comes crashing down atop JFK highway, crushing it. The
     TRANSIT BUS tumbles off the demolished highway.

     The man in the MARKET TRUCK is TOSSED and ENORMOUS TEETH
     puncture the top and bottom of his truck as it's LIFTED
     IN THE AIR. The man LEAPS from the open back of the
     truck.

     He lands, HARD, down in front of one of the fish market
     stores as hundreds of fish RAIN DOWN from above. With a
     loud CRASH, the demolished truck SLAMS to the ground
     nearby.


 33  EXT. POLITICAL RALLY - BUILDING STEPS - RAIN - DAY          33

     With a large RE-ELECT MAYOR FAUSTINO poster behind him,
     the MAYOR is at the podium. Before him is a sea of
     umbrellas.

                            MAYOR
               I'd like to thank you all for coming
               out on this beautiful New York City
               day.

     Some in the crowd laugh as others applaud. Lost in the
     sounds of the crowd we HEAR a soft THUMPING in the
     distance.

                            MAYOR
               When I came into office four years
               ago, people didn't think we could
               reduce crime and I did.


     ANGLE - COP IN BACK OF CROWD

     leaning to the cop next to him.

                            COP
                      (sarcastic)
               Yeah, he did.

                            MAYOR
               People didn't think I could restore
               order...

     This time the THUMPING is HEARD, growing much louder.

                            MAYOR
               ...and I did. The city is a safer
               place today...

     Before he can continue the crowd begins to murmur with
     fear as the THUMPING grows LOUDER and CLOSER. Suddenly
     with a large CRASHING SOUND a building nearby begins to
     CRUMBLE.

                            MAYOR
                      (to his aides)
               What the hell....

     People SCRAMBLE to get out of the way as DEBRIS from the
     falling BUILDING litters the area. The Mayor is pulled
     inside by his security men.

     Bursting out of the crumbling corner of the building we
     SEE the enormous LEG of the reptile as it KICKS debris
     out of its way.


     SIDE ANGLE - WALL STREET - FAST TRAVELING SHOT

     Several cars are SQUASHED quickly as the enormous FEET
     of the beast STOMPS through the street. Cars FLATTEN and
     SCATTER, flipping toward us, from the weight of the
     beast. We try to keep up with it, but it's too fast.

     After it passes, the Mayor sticks his head out of the
     doorway to see the demolished street scene.

                            MAYOR
               What was that?


 34  INT. WNEW - CAIMAN'S OFFICE - SAME - DAY                    34

     Caiman's on the phone as his SECRETARY enters with some
     files. Rain and thunder continue outside.

                            CAIMAN
                      (into phone)
               I don't give a crap about some war in
               a country I can't pronounce. That's
               not a lead story. Find me a damned
               story, will ya!

     Just then his Secretary notices a desk lamp, the shade
     SHAKING and the light FLICKERING. She hears the THUMPING
     approaching. She turns and SEES...


     GIGANTIC TEETH

     The enormous head of GODZILLA growls as it passes by
     Caiman's office window.

                            SECRETARY
               Mr. Caiman. I think your story just
               walked by the window.

     Caiman turns but there's nothing there. He's confused,
     she's dazed.

                            CAIMAN
               What?

     Just then the TAIL WHIRLS past with a THUNDERS whip.


 35  INT. DINER - SAME - DAY                                     35

     Animal, Lucy and Audrey are at the cashier paying.

                            LUCY
               Did Romeo have a name?

                            AUDREY
               Nick Tatopoulos.

                            ANIMAL
               That why you dumped him?

                            AUDREY
               No! I just couldn't see myself with
               some boring egg head who spends his
               summer picking apart cockroaches. I
               wanted to have some adventure, some
               fun...

                            LUCY
               And now you live the glamorous life of
               Caiman's assistant. Life's a bitch,
               ain't it?

     In the distance we can HEAR the THUMPING approaching.

                            ANIMAL
               How long where you and dis guy goin'
               steady?

                            AUDREY
               Nearly four years...

                            LUCY
               Four years. Girl, I'm surprised he
               didn't ask you to marry him.

                            AUDREY
               That's the problem. He did.

     Suddenly the THUMPING gets LOUDER very quickly. Everyone
     in the diner reacts.

                            LUCY
               Tell me that's not another goddamned
               parade.

     The next THUMP RATTLES the entire diner. Things begin to
     fall. Through the window we see people RUNNING in
     PANIC.

                            ANIMAL
               That's ain't no parade...

     Before anyone can speak the entire building is SHAKING.
     Through the front window we SEE...


     GODZILLA'S FOOT

     Smashing down directly outside the window. Cars are
     SMASHED. One car SAILS directly INTO THE WINDOW,
     shattering it.

     Animal uses his size to COVER the girls from the falling
     debris. As the danger passes, Animal charges for the
     door.

                            LUCY
               Victor, wait!


 36  EXT. STREET - CONTINUOUS - RAIN - DAY                       36

     Animal comes rushing out. Water sprays from displaced
     fire hydrants, debris still falls, cars burn. Animal
     goes over to his NEWS VAN that has been partially
     crushed.

     He pries open the rear door and takes out his video
     camera and takes off running. Audrey and Lucy arrive too
     late to stop him.

                            LUCY
               Victor, don't!


     ANIMAL RUNNING

     Turning the corner Animal runs full speed through the
     debris, trying to jam a video cassette into his camera.
     It won't fit. He SEES up ahead...


     P.O.V. THE TAIL

     Just as it disappears around the corner a few blocks
     ahead. Thinking quickly, Animal bolts down a small
     alleyway.


 37  EXT. OTHER STREET - CONTINUOUS                              37

     His camera damaged, Animal struggles to get the tape
     inside as he exits the other side of the alley. He darts
     out into the street to get his shot.

     The THUMPING is OVERPOWERINGLY LOUD. He looks up to see,
     CARS FLIPPING, PEOPLE SCATTERING.

     Then, for the first time, we can clearly see the entire
     massive creature that is...


     GODZILLA

     as he comes barreling towards us. The titanic lizard is
     ferocious and agile. Swiftly he moves closer.

     Animal's hands fumble with the tape. He JAMS it in,
     sweating. He fingers the POWER BUTTON, the red light
     goes on. Quickly he shoulders the camera.


     P.O.V. THROUGH CAMERA - GODZILLA

     Nearly on top of him, Godzilla's own image is suddenly
     covered by his own immense foot as it's lifted and about
     to come down directly on us.

                            ANIMAL
               Oh shit!

     Before he can do anything about it...


     GODZILLA'S FOOT

     Towering above him. He has no time to flinch as the
     gargantuan foot SMASHES DOWN.

     In terrifying amazement, Animal remains standing IN
     BETWEEN THE BEAST'S TOES. Abruptly the foot LIFTS
     again. Animal is unscathed and frozen with fear.


     ANGLE - ANIMAL

     Close on Animal as the endless TAIL of the creature
     DRAGS just past him. It seems to go on forever. Finally
     it disappears.


     WIDE ANGLE - TABLEAU OF A DEMOLISHED STREET

     Deserted and demolished. Cars burn, debris falls.
     Animal, the lone figure, just stands there, his chest
     heaving, hyper ventilating.

                                             CUT TO:


 38  EXT. NEW JERSEY STREETS - LOW ANGLE - AFTERNOON             38

     A military CONVOY with Police escort RACES past us.


     ABOVE - HELICOPTER SHOT - CONVOY

     Sirens BLARING, the convoy and escort speed onward.


 39  INT. MILITARY SEDAN - THROUGH WINDSHIELD - SAME             39

     Just as they arrive at a military roadblock. Crowds have
     gathered as the military try to keep them at bay.


 40  EXT. NEW JERSEY SHORE - CLIFF SIDE - DAY                    40

     The guards let the convoy pass. The military is putting
     up a number of large tents. A SERGEANT moves over
     quickly to greet the team as they exit their vehicles.

                            SERGEANT
                      (quick salute)
               Sergeant O'Neal, Sir.

                            MAJOR HICKS
               Any word from the Mayor's office?

     Just then dozens of NEWS VANS pull up. Reporters and
     camera crews come rushing toward them. The guards rush
     to intercept. Stepping out of the next car in the
     convoy, Nick and Elise join Major Hicks.

                            SERGEANT
               They've agreed to evacuate the city.
               They've called out the National Guard
               and riot police are on alert.

     As they walk towards the tents the crowd crushes close.
     Nick and Elsie are overwhelmed.

                            ELSIE
                      (aside to Nick)
               Evacuate Manhattan? That's over three
               million people. Has that ever been
               done before?

                            NICK
               I don't think so.

     Several military guards have to clear a path for them as
     they enter the tents.


 41  INT. COMMAND TENT - CONTINUOUS - DAY                        41

     Still in construction. The team enters.

                            MAJOR HICKS
               Status report?

                            SERGEANT
               We've lost sight of it, Sir.

                            MAJOR HICKS
               You want to run that by me again?

                            SERGEANT
                      (nervous)
               After the initial attack he
               just...disappeared.

                            OFFICER
                      (interrupting)
               Major, Secretary of Defense Burk on
               the line.

     This takes Major Hicks off guard. The last person he
     wants to talk to. Nick walks over to the Sergeant.

                            NICK
               I don't understand. How can something
               that large just disappear?

                            SERGEANT
               We're not sure. We're scanning the
               area now.

                            ELSIE
               He probably returned to the river.
               Just like everywhere else we've been,
               we're always one step behind.

     Nick turns and notices the back of the tent is open
     revealing a beautiful view of the Manhattan skyline.
     Several soldiers enter, setting up telescopes.

                            NICK
               I don't think so.

     Over Manhattan we see several dark plumes of smoke from
     the destruction. Military helicopters scan the city.
     Staring out at the skyline, Nick is mesmerized.

                            NICK
               I mean, look at it. It's perfect. An
               island, water on all sides. But like
               no other island in the world, this is
               a place where he can easily hide.
                      (beat)
               He's in there someplace.

     A SOLDIER comes rushing in.

                            SOLDIER
               Channel eight caught it on film!

     He rushes over to a bank of monitors, turns one on. On
     the screen we SEE the shaky video Animal took of the
     creature just as it was about to step on him.

                            CAIMAN
                      (filtered)
               ...WNEW's exclusive images of the
               creature were taken less than a half
               hour ago.

     Nick and Elsie's jaws nearly hit the floor at the sight
     of the immense creature.

                            CAIMAN
               Cameraman Victor "Animal" Palotti
               barely survived this vicious attack to
               provide us with this footage.

     The sounds of applause lead us to...


 42  INT. WNEW BUILDING - SAME - DAY                             42

     Everyone is applauding as Animal, carrying crates of
     equipment, passes the t.v. playing the same news story.
     Embarrassed, Animal smiles awkwardly.

                            CO-WORKERS
               Way to go Animal! That's my man!

     Animal passes Audrey and Lucy who are packing up some
     files.

                            AUDREY
               Great stuff, Animal. Weren't you
               scared?

                            ANIMAL
               Sure I was. I thought Lucy was gonna
               kill me.

                            LUCY
               Damned right, you crazy Wop!

     We SEE the room is in disarray from packing up cartons
     of boxes and equipment. The workers have taken a break
     from the packing as they watch the t.v. broadcast. The
     station manager, MURRAY enters anxiously.

                            MURRAY
               People! We have to be completely
               relocated to the New Jersey station
               before our 5:30 broadcast.
                      (reading from list)
               Okay, Caiman, Devoe and Animal, you're
               on the helicopter. Everyone else we'll
               see you in Jersey.

                            ANIMAL
               Gotta go, honey. You guys gonna be all
               right?

                            LUCY
               Audrey's going to stay with us
               tonight.

                            ANIMAL
               Great. See ya then.

     Animal hurries out after him. Audrey and Lucy go back to
     packing. Audrey looks up at the t.v. just as they replay
     the footage of Nick and Elsie being led into the command
     tent.

                            FIELD REPORTER
                      (filtered)
               ...military and government health
               officials set up a command post on the
               New Jersey coast this afternoon...

     Surprised at first, Audrey suddenly becomes very
     excited. She SEES Caiman exiting the studio at the end
     of the hall. She rushes over to him.

                            AUDREY
               Caiman, wait. Take me with you.

                            CAIMAN
               What?

                            AUDREY
               I've got something on this. I know a
               guy on the inside with the
               military...

                            CAIMAN
               Not now. You got my bag?

     Audrey holds up his bag as they walk towards the
     elevator.

                            AUDREY
               You don't understand, I can get us
               information...

                            CAIMAN
               Listen, this is the time when the big
               boys have to go to work, okay Honey?

     With that, Caiman walks into the elevator. Pissed,
     Audrey just stares at him.

                            CAIMAN
               The bag?

     Audrey THROWS the bag at him, knocking him backwards as
     the elevator doors close. Lucy walks over.

                            LUCY
               Come on, Girl, we've gotta go!


 43  EXT. WNEW OFFICE BUILDING - MINUTES LATER - DAY             43

     Lucy and Audrey carry their bags outside into the chaos
     that has taken over the city. Hundreds of people trying
     to leave at once. Gridlock.

     As they move into an overcrowded subway entrance,
     Audrey looks up just in time to SEE the WNEW NEWS
     HELICOPTER lifting off from the building behind them.

                                             CUT TO:


 44  EXT. MANHATTAN - HELICOPTER SHOT - LATE AFTERNOON           44

     We SEE the destroyed parts of downtown Manhattan. Police
     barricade the streets as firemen work to contain the
     fires.

                            CAIMAN (O.S.)
               ...in what city officials are calling
               the worst act of destruction since the
               World Trade Tower bombing...


 45  INT. WNEW NEW HELICOPTER - SAME - LATER AFTERNOON           45

     Caiman stares earnestly at his video camera.

                            CAIMAN
               ...Police and the National Guard have
               quarantined off over twenty square
               city blocks...


 46  EXT. OVERHEAD HELICOPTER SHOT OF MANHATTAN - SAME           46

     Below we see the largest traffic jam in the history of
     the city. Police and National Guardsmen guide the
     traffic.

                            CAIMAN
               ...hundreds of thousands have jammed
               the streets in the largest evacuation
               in the history of the city. And many
               people are not happy about it.


 47  EXT. MAN ON THE STREET INTERVIEW - VIDEO FOOTAGE            47

     Quick cuts of people who where interviewed earlier.

                            WOMAN
               I don't understand why we have to
               leave our homes. It's over already,
               isn't it?

                            MAN
               What are we running from? A big
               lizard? I've got cockroaches in my
               building that could kick the crap out
               of it.


 48  EXT. TIMES SQUARE - GRIDLOCK - LATE AFTERNOON               48

     Near chaos as police and National guardsmen attempt to
     bring order to the hundreds of honking, screaming
     motorists.


     RIOT POLICE VAN

     Dozens of armed officers pile out of the van.


     NATIONAL GUARDSMEN

     Maintaining blockades in front of their military
     vehicles.


 49  EXT. SEVENTH AVE E - ROADBLOCK - LATER AFTERNOON            49

     The evacuation effort is made more difficult as traffic
     must be diverted away from the quarantined destruction
     area ahead. Police block the street, smoldering
     buildings behind them. The detour only makes things
     worse.


 50  EXT. CITY BANK BUILDING - WALL STREET - SAME                50

     Several National Guardsmen walk up to the City Bank
     building where they find an ENORMOUS HOLE smashed into
     the side of the building. The Guardsmen peek inside.


     GUARDSMEN'S P.O.V. - INTO BUILDING

     We SEE THROUGH the building to a hold on the other side.
     Godzilla apparently walked RIGHT THROUGH. The Guardsmen
     are visibly shaken.


 51  INT. SUBWAY STATION - SAME                                  51

     Way beyond capacity, the flooded subway platform bursts
     with people pushing and shoving to get into the trains.
     Caught in the craziness we find Audrey and Lucy trying
     desperately to get on board.

                            P.A.
               Please don't push. People are getting
               shoved down onto the tracks and the
               trains can't leave...

     The last to fit inside, Lucy and Audrey cram in just as
     the doors shut behind them. People left behind BANG on
     the closed doors as the subway pulls out.


 52  EXT. GEORGE WASHINGTON BRIDGE - HELICOPTER SHOT - SAME      52

     A gigantic traffic back up all the way down the Westside
     Highway. The bridge is a veritable parking lot.

                            MAYOR (O.S.)
               Well this is great!


 53  INT. MAYOR'S HELICOPTER - LATER AFTERNOON                   53

     With his close aides in tow, the Mayor stares at the
     melee below.

                            MAYOR
               If we're wrong on this evacuation
               they'll string me up from the Liberty
               torch.


 54  EXT. COMMAND CENTER - JERSEY CLIFF SIDE - LATE              54
     AFTERNOON

     The Mayor's helicopter sails over the George Washington
     Bridge and over to a small landing pad near the Command
     Center. A large group of people dressed in business
     suits await the helicopter.


 55  INT. MAYOR'S HELICOPTER - LATE AFTERNOON                    55

     Just as the helicopter is landing, the crowd moves
     toward the chopper.

                            MAYOR
               Who the hell are they?

                            AIDE
               It's a contingent of building owners
               and community business
               representatives.

                            MAYOR
               I don't have time for this nonsense.

                            AIDE
               Most of them are campaign
               contributors.

     Well that's a different story.


 56  EXT. LANDING PAD - CONTINUOUS - LATE AFTERNOON              56

     As the Mayor steps out he's greeted by a nervous crowd
     of people shouting, "How long do we have to shut our
     business down? Will the city cover the damages? Etc."
     Among them, DONALD TRUMP tries to get the Mayor's
     attention.

                            MAYOR
               I share your concerns. I want to get
               the city back in business as soon as
               possible.

     As he pushes through the dense crowd he runs directly
     into...


     RAYMOND

     Who waits for the Mayor. The Mayor is momentarily
     stopped.

                            RAYMOND
                      (handing his card)
               CHARGURES Insurance. We represent
               nearly thirteen percent of the
               buildings in your city.

                            MAYOR
               If you'll excuse me...

                            RAYMOND
               We are very happy that you are in
               control of this situation.

     With that he gently pats the Mayor on the back, leaving
     a small, nearly undetectable DEVICE on the Mayor's
     collar.

                            RAYMOND
               You can count on our emotional and
               financial support.

                            MAYOR
               Oh, well, thank you very much.

     Briskly he shakes his hand as he pushes his way through
     the crowd. Raymond watches him pass, seeing the device
     stuck to the Mayor's collar.


     ANGLE - WNEW NEWS CHOPPER

     Rushing over from the parked news chopper, Animal and
     Caiman race for the Mayor who walks through a mob of
     reporters.

                            CAIMAN
               Hurry, we're going to miss the Mayor.

     But before he can get close, two POLICE OFFICERS stop
     them.

                            POLICE OFFICER
               Sorry, you gotta have a press ID past
               this point.

                            CAIMAN
               Don't you watch t.v.?

                            POLICE OFFICER
               Can we see your press pass, sir?

     Flustered, Caiman searches his pockets for his press
     pass.

                            CAIMAN
               I had one here on my bag. Where the
               hell did I put it?


     CAIMAN'S PRESS PASS - ECU

     We SEE Caiman's plastic smile on his press ID. Suddenly
     AUDREY'S picture is placed on top of Caiman's.

                                             WIDEN TO
                                             REVEAL:


 57  INT. SUBWAY STATION - SAME - LATER AFTERNOON                57

     Smashed together like sardines, Audrey plays with
     Caiman's press pass, trying to put her photo over his.

                            LUCY
               What the hell are you doing?

                            AUDREY
               Remember my friend we saw on t.v.?

                            LUCY
               Your old sweetheart?

                            AUDREY
               Yeah, well he just turned up in New
               Jersey at the military command post.
               Somehow all this is related to what
               happened down in Panama. There's a
               story here. I know it. You got any
               tape or glue?

                            LUCY
               I left my forgery kit back at the
               office.

     Audrey looks over at a young ten year old boy holding
     his backpack, a RULER sticking out of the back.

                            AUDREY
               Hey, do you have any glue in your
               bag?

                            KID
               What's it to you?

                            AUDREY
               Can I use some?

                            KID
               What do I get?

                            AUDREY
               The warm feeling of helping your
               fellow man.

                            KID
               Five bucks.

                            AUDREY
               You're kidding, right?

     The Kid simply puts his hand out.


 58  EXT. NEW JERSEY TRAIN STATION - LATER                       58

     People FLOOD off the train out into the station.

                            P.A. ANNOUNCER
               Please exit the station. For those of
               you without accommodations, the city
               has opened up shelters on Monroe and
               60th and at Bergenline and 72nd.
               Please exit the...

     Audrey and Lucy walk through the crowd. Audrey turns and
     gives Lucy a kiss.

                            AUDREY
               Wish me luck!

                            LUCY
               Audrey, I don't think this is a very
               good idea. Caiman finds out and he'll
               have your job.

                            AUDREY
               I'm tired of waiting for someone else
               to give me an opportunity, Luce. If
               there's a story here I'm going to find
               it.

     Lucy nods in acceptance as Audrey disappears into the
     dense crowd. Lucy worries for her friend.

                                             CUT TO:


     "YUM YUM DOUGHNUTS" BAG - PRE-SUNSET

     Carried along with a Styrofoam cup of coffee. We WIDEN
     TO REVEAL a MAN carrying the junk food to a GREY VAN
     parked not too far from the Command Center Tent across
     the way.

     The man knocks on the back of the van. The van opens to
     reveal...


 59  INT. RAYMOND'S VAN - PRE-SUNSET                             59

     Filled with high tech monitoring equipment, Raymond and
     his men are listening in to a conversation. The man with
     junk food hands it to Raymond.

                            RAYMOND
               Merci.

     He opens the bag and takes out a croissant. He bites
     into it and grimaces. To wash away the taste, he drinks
     from the coffee. It's worse than the croissant.

                            RAYMOND
               You call this coffee?

                            MAN
                      (French accent)
               I call this America.

     The man takes a seat near Raymond as Raymond turns up
     the volume on his headset.

                            MAYOR (O.S.)
                      (mid argument)
               You're telling me that in an election
               month I've evacuated the entire city
               for nothing?


 60  INT. COMMAND TENT - WAR ROOM (TENT) - PRE-SUNSET            60

     From behind the Mayor's head we SEE the monitoring
     device attracted to his collar. As he speaks we WIDEN TO
     REVEAL...

                            MAYOR
               Do you realize what this evacuation
               will cost the people of this city!?

     Representatives of all branches of the military,
     National Guard and the Mayor's office are here. The room
     overflows with people. Nick, Elsie and the scientist
     stand near the back of the tent.

                            ADMIRAL PHELPS
               We're been monitoring the waters
               around the island. As far as we can
               tell it hasn't left the area.

                            MAYOR
               But you don't know for sure.

                            MAJOR HICKS
               We think there's a strong reason to
               believe it may be hiding inside one of
               the buildings within the sequestered
               area.

                            MAYOR
               But you don't know for sure!

     Just then Sergeant O'Neal enters hurriedly. He wants to
     speak but waits for the opportunity.

                            MAJOR
                      (controlling his temper)
               Mr. Mayor, if he's not in one of those
               buildings then we give the all clear.
               But not until we've checked each
               building!

                            SERGEANT O'NEAL
               Sir, that may be more difficult than
               we originally projected.

                            MAJOR
               More good news?!

                            SERGEANT O'NEAL
               We've run into a problem.

                                             CUT TO:


     A SIGN READING: SUBWAY STATION: 23RD STREET - SUNSET

     We CRANE DOWN to reveal several military sedans pulling
     up into FLAT IRON SQUARE (where Broadway meets 5th).
     Sergeant O'Neal leads the team out of the cars and down
     a subway entrance.


 61  INT. SUBWAY STAIRWELL - CONTINUOUS - SUNSET                 61

     Marching down the stairs, the team enters into the very
     large subway station. For all we see it seems like a
     normal subway station except for the fact that every one
     of the team members look ASTONISHED.

                            SERGEANT O'NEAL
               Lt. Anderson and his men found this
               late this afternoon.

     The camera makes a hundred and eighty degree turn as we
     suddenly SEE what the team is staring at...


     AN ENORMOUS HOLE

     The four normal subway tunnels have been CARVED OUT
     making one GIGANTIC TUNNEL. Debris and crumbled brick
     are everywhere. Several SOLDIERS with flashlights
     approach the hole.

     Lt. Anderson moves over to the astonished group. Some of
     the scientists fan out, examining the area.

                            LT. ANDERSON
               We were checking the office building
               above when we discovered the floor was
               gone.


     LOW ANGLE - REVEALING THE HOLE IN THE CEILING

     We SEE that not only is the ceiling gone but the
     building above is hollowed and torn to shreds. Another
     hole in the building leads to the street.

                            LT. ANDERSON
               When we learned he could burrow his
               way through the tunnels we realized he
               could be out of the quarantined zone.

                            MAJOR HICKS
               Christ. How many tunnels lead off the
               island?

                            LT. ANDERSON
               Only five, Sir. We've checked them
               all. He hasn't used any of them.

                            MAJOR HICKS
               Have them sealed off.

                            LT. ANDERSON
               And how should we do that, Sir?

                            MAJOR HICKS
               Fill them with cement, brick them up,
               put land mines in them, bombs, I don't
               know, just make sure that goddamned
               thing doesn't leave the island!


     ANGLE - INSIDE DARKENED TUNNEL

     As the SOLDIERS slowly move down deeper into the
     tunnels, their flashlight beams scan the area. Could
     they stumble onto something dangerous?


     ANGLE - NICK

     as he approaches Major Hicks and Sergeant O'Neal.

                            NICK
               You know, he's not an enemy trying to
               evade you. He's just an animal.

                            MAJOR HICKS
               What are you suggesting?

                            NICK
               When I needed to catch earthworms, I
               knew the best way to catch them was
               not to chase them. I had to draw them
               out.


     ANGLE - SOLDIERS - DARKNESS

     Still moving deeper into the tunnel we get the feeling
     these soldiers may just waken a sleeping giant.


     BACK TO TEAM

     Nick moves to the edge of the platform, looking off into
     the dark tunnel.

                            NICK
               All we need to do is find out what it
               wants, what it needs, and he'll come
               to us.


     ANGLE - SOLDIERS - DARKNESS

     The lead Soldier SEES something. Cautiously he moves
     forward thinking he's onto something. We HEAR something
     MOVING in the darkness.

     We FOLLOW his beam as the noise grows clearer. The beam
     falls onto something on the floor...


     A FISH

     Flopping on the ground is a large FISH. As the beam
     moves farther along we see two, no, three fish ahead.

                                             CUT TO:


 62  EXT. NEW YORK CITY STREET - POST-SUNSET (MAGIC HOUR)        62

     A battalion of armored TANKS roll down this deserted
     city street. A large number of GROUND TROOPS march
     behind.


     COBRA HELICOPTERS - SAME - MAGIC HOUR

     Banking in formation, the helicopters swerve, heading
     towards mid-town Manhattan.


     SAND BAG FORTIFICATION

     Soldiers pile up sand bags, creating a make shift
     fortification. SHARP SHOOTERS and a BAZOOKA BRIGADE
     settle into place.


 63  EXT. FLAT IRON SQUARE - SAME - MAGIC HOUR                   63

     Major Hicks moves over to a jeep and grabs the radio.


 64  INT. COMMAND TENT - SAME - MAGIC HOUR                       64

     Major Hicks sits by a bank of communications
     technicians.

                            MAJOR HICKS
               Where are they now?

                            RADIO TECHNICIAN
               Delta niner, what is convoy position?


 65  EXT. BROOKLYN BRIDGE - SAME - MAGIC HOUR                    65

     Led by armored military vehicles we SEE a convoy of
     TWENTY YELLOW DUMP TRUCKS passing over the bridge.

                            DRIVER (O.S.)
               Command, we're just entering the
               city.


 66  EXT. FLAT IRON SQUARE - SERGEANT O'NEAL - SAME              66

     Sergeant O'Neal listens to the response on the radio.

                            RADIO TECHNICIAN
               Convoy ETA, five minutes.

     The Sergeant signals several military technicians, who
     are mounting several video cameras to hurry.


 67  INT. COMMAND TENT - SAME - MAGIC HOUR                       67

     A buzz of activity. Military Officials and personnel.
     The Mayor enters and joins his aides in the back of the
     room.

                            MAYOR
                      (whispering to Aide)
               They find anything yet?

     The Aide shakes his head. Monitors come to life with a
     live video feed-from several cameras we saw mounted.


     A CABLE REPAIRMAN - MAGIC HOUR

     In blue overalls, the REPAIRMAN walks up to a large
     satellite dish. We WIDEN to REVEAL the dish is parked
     next to the Command Tent. He kneels down next to some
     cables leading away from the dish toward the Command
     Tent.


 68  INT. COMMAND TENT - MAGIC HOUR                              68

     Suddenly all the screens FUZZ OUT. Just as quickly the
     monitors return to normal. No one seems to notice.


 69  EXT. SATELLITE DISH - SAME - MAGIC HOUR                     69

     The Repairman finishes affixing a small DEVICE to the
     cable. He taps his earpiece and speaks into his own
     lapel.

                            REPAIRMAN
                      (French accent)
               It is good.


 70  INT. MOTEL ROOM - SAME - MAGIC HOUR                         70

     We SEE Raymond and his men have turned this dingy Motel
     room into a command central of their own. Raymond is
     putting sugar into his coffee when a bank of monitors
     turn on. They are seeing THE SAME VIDEO FEED as the
     Mayor. Pleased, he takes a sip. It's awful.

                            RAYMOND
               You said this was French Roast!

     His aid turns, holding a package labeled FRENCH ROAST.

                            RAYMOND
                      (defeated)
               More cream.

     His associate hands him some milk. He adds it to the
     coffee. No use, it still sucks. On the monitors we SEE
     the DUMP TRUCKS entering Flat Iron Square.


 71  EXT. FLAT IRON SQUARE - SAME - MAGIC HOUR                   71

     The DUMP TRUCKS arrive and the soldiers guide the
     trucks, forming a circle, their tails facing each other.
     As the last one passes it REVEALS Nick and Sergeant
     O'Neal.

                            SERGEANT O'NEAL
               I sure hope your plan works.

                            NICK
               I'm kind of hoping the same thing.

     The twenty of them, in concert, begin to dump their
     cargo.


     LOW ANGLE - CENTER OF THE DUMP TRUCK CIRCLE

     Tons and tons of FISH are DUMPED directly on top of us.


 72  INT. RAYMOND'S MOTEL - SAME - MAGIC HOUR                    72

     On the monitors they watch in astonishment as the fish
     get dumped into a large pile in the center of Flat Iron
     Square.

                            AIDE
               Tres bizarre.

                            RAYMOND
               No.
                      (leaning forward)
               Very clever.


 73  EXT. FLAT IRON SQUARE - FISH PILE - SAME - NIGHT            73

     A MOUNTAIN OF FISH have been piled into the center of
     Flat Iron Square.

                            NICK
               That's a lot of fish.

     A master of the obvious. Sergeant O'Neal shoots him a
     glare and moves over to the men. Together they march
     into a building at the edge of the square.


     SOLDIERS

     Loading up rifles, taking positions. GAS MASKS being
     handed out down a long line for all the soldiers.

     The TANKS move into their final positions. The National
     Guardsmen and Soldiers supporting the Tanks take
     positions.


 74  EXT. TOP OF THE SQUARE - SAME - NIGHT                       74

     Entering from the stairs out onto the roof, Sergeant
     O'Neal and his men take positions, observing from
     above.

     Everyone is waiting. The silence is deafening.


     ANGLE - NICK

     As everyone waits, Nick scans the area, thinking.
     Suddenly something catches his eye...


     STEAM VENT

     Through a steam vent in the streets. Nick sees STEAM
     lifting into the air. He notices several other vents
     doing the same thing around the square. Quickly Nick
     rushes over to a YOUNG OFFICER.

                            NICK
               I need your radio.

     The Young Officer leads Nick over to his jeep. Nick
     grabs the receiver.

                            NICK
               Sergeant O'Neal, the subway vents. We
               have to shut them down...


 75  EXT. ROOFTOP - SERGEANT O'NEAL - SAME - NIGHT               75

     O'Neal listens to Nick on his radio.

                            NICK (O.S.)
                      (filtered)
               ...With the air pressure pushing up,
               he'll never smell the bait!

                            SERGEANT O'NEAL
                      (turning to soldier)
               Get some men down into those air
               vents. Shut 'em down!


 76  INT. SUBTERRANEAN AIR VENT - MOMENTS LATER - NIGHT          76

     With a loud WHINE we HEAR the vents shutting down. The
     large whirling FAN BLADES slow to a stop.


 77  EXT. FLAT IRON SQUARE - SAME                                77

     One by one the steam pillars begin to disappear as the
     vents are turned off. There is a long tense moment of
     waiting. When will it come? Will it come?

     Before the Young Officer can stop him, Nick rushes over
     to a manhole cover in the center of the street. The
     cover is to heavy. He yells back.

                            NICK
               We need to open all the manhole covers
               in the area. Let the scent waft down.

     The Young Officer signals other soldiers. Nick steps
     back and lets the soldiers go to work. As he walks back,
     he spots another manhole cover at the next intersection
     down a side street. He runs over to it.


     ANGLE - SIDE STREET - MANHOLE COVER

     A particularly heavy one in the center of this
     intersection (a block away from Flat Iron Square), Nick,
     alone, wrestles to remove it. With all his might, he
     drags it clear.

     Suddenly, through the hole he HEARS some STRANGE NOISES
     from below. Rattled, he slowly backs away from the hole.
     The NOISES grow increasingly louder.

     Then with a DEAFENING ROAR, the ground behind Nick
     ERUPTS and GODZILLA RISES, ripping up the boulevard as
     he does.

     Nick SPINS only to find himself face to face with the
     gigantic creature. Godzilla's head slopes down,
     apparently looking Nick in the eye.

     All around foot soldiers appear, guns trained, shoulder
     hoisted rocket launchers prepared.

     Out of the corner of his eye, Nick sees all this. He
     gently signals with his hands that they should NOT fire.

     Sensing no danger from Nick, Godzilla simply STEPS OVER
     Nick.


     NICK'S POV - UNDER GODZILLA

     As the gargantuan creature walks over us, making a
     beeline for the fish.

     Nick turns and RUNS, following him.


 78  EXT. FLAT IRON SQUARE - CONTINUOUS - NIGHT                  78

     Godzilla moves into the square. The military hunkers
     down, ready to strike. Cautiously the beast moves over
     to the mountain of fish.


 79  INT. COMMAND TENT - SAME                                    79

     Major Hicks watches the monitors as Godzilla approaches
     the fish.

                            MAJOR HICKS
               Commence phase one. Let's gas it!


 80  EXT. ROOFTOP - SERGEANT O'NEAL - SAME - NIGHT               80

     Everyone on the rooftop puts on their GAS MASKS.

                            SERGEANT O'NEAL
               Let 'em fly!


     ANGLE - STREET LEVEL - SAME

     All the soldiers PUT ON their GAS MASKS. A team of
     EIGHT, pull out a GAS CANISTERS and yank the releases.
     They DROP them down the long barrels of air cannons,
     preparing to fire.


     SAND BAG FORTIFICATION - SAME

     Nick runs past the fortification, trying to get a closer
     look. The Young Officer yells after him.

                            YOUNG OFFICER
               Where're you going? Nick!

     Nick stops briefly as the Young Officer TOSSES a gas
     mask to Nick who quickly puts it on and dashes for a
     closer spot. Suddenly SAILING OVER HIS HEAD we SEE...


     GAS CANISTERS

     Firing from the air cannons, the GAS CANISTERS streak
     across the sky landing behind Godzilla. The Yellow gas
     forms a wall of smoke that drifts upwards.


     ANOTHER ANGLE - OPPOSITE CORNER

     Across the way eight MORE CANISTERS are FIRED at the
     beast. Quickly Godzilla is surrounded by the gas fumes.


     ANGLE - NICK

     Frustrated at his inability to see through the smoke, he
     DASHES forward over to a large BRONZE STATUE.


     GODZILLA

     The smoke annoying and distracting him, Godzilla spins,
     his tail waving the smoke away. But the smoke returns.
     Godzilla YELLS OUT. Frustrated he rears back and
     BLASTS!

     For the first time we SEE the infamous POWER BREATH of
     Godzilla. With amazing FORCE the smoke, canisters, cars
     and anything that isn't nailed down SAILS BACKWARDS from
     the intense pressure.

     Nick is HIT by the WAVE of air pressure and is sent
     FLYING BACKWARDS, impossibly high in the air.

     An enormous fabric BANNER advertising this season at the
     MET, catches Nick who SLIDES down the banner, hitting
     the ground, HARD. Just as he looks up he SEES...


     A LARGE TRUCK

     Tumbling toward him from the power breath. Nick
     SCRAMBLES to his feet just in time as the rolling Truck
     SMASHES into the building behind where he just sat.


     ANGLE - TROOPS - FORTIFICATION

     The troops have to SCATTER as the tumbling trucks and
     cars are FLUNG AT THEM, disabling their attack forces.
     Trucks and rocket launches are CRUSHED by the tumbling
     debris.

     Godzilla CONTINUES to BLOW at everything around him.
     Cars and trucks ROLLING. Soldiers DIVING for cover. It's
     chaos.

     The glass in all the surrounding buildings SHATTER,
     shards of glass raining down. Windows, street lamps, all
     blown out by the tremendous gale force winds.


 81  INT. COMMAND TENT - MAJOR HICKS - SAME - NIGHT              81

     On the monitors we SEE the melee.

                            MAJOR HICKS
               Fire at will!


 82  EXT. ROOFTOP - SERGEANT O'NEAL - SAME - NIGHT               82

                            SERGEANT O'NEAL
               Fire at will. Fire at will.


 83  EXT. FLAT IRON SQUARE - SAME - NIGHT                        83

     From all angles, soldiers rush back to their equipment
     and attempt to FIRE. Very few are able to get off
     rounds.


 84  EXT. ROOFTOP - SAME - NIGHT                                 84

     O'Neal tries to steady himself as the soldiers FIRE down
     at the creature below. One HOISTS a MISSILE launcher.


     ANGLE - GODZILLA - NIGHT

     As the FIREPOWER begins around Godzilla, he takes a hit
     in the shoulder and SCREAMS OUT. Suddenly he LEAPS away
     just as several MISSLES HIT the Flat Iron Building
     behind where Godzilla was standing only moments
     earlier.

     Dashing down a side street, Godzilla LEAPS over the
     waiting tanks who cannot adjust their cannons in time.
     WE'VE NEVER SEEM HIM MOVE THIS QUICKLY. Several tanks
     are SQUASHED as the beast bull dozes right through the
     regiment.


 85  INT. COMMAND TENT - SAME - NIGHT                            85

     We SEE the Flat Iron Building crumbling on one of the
     monitors near Major Hicks. In the rear of the room the
     Mayor looks sick.


 86  EXT. FLAT IRON SQUARE - SAME - NIGHT                        86

     Soldiers come out from behind the crashed vehicles and
     debris. Only the smoldering devastation is left behind.


 87  INT. COMMAND TENT - MAJOR HICKS - SAME - NIGHT              87

     The monitors only show static or devastation.

                            MAJOR HICKS
                      (into radio)
               O'Neal, what the hell is going on
               there!?


 88  EXT. ROOFTOP - SAME                                         88

     Quickly his men are packing up.

                            SERGEANT O'NEAL
                      (into radio)
               He's gone, Sir. Echo division's in
               pursuit.


 89  EXT. AVENUE OF THE AMERICAS (6TH AVE.) - SAME - NIGHT       89

     Four ARMORED MILITARY VEHICLES come SKIDDING around the
     corner in hot pursuit. Each with a team manning enormous
     mounted weaponry.


     REVERSE ANGLE - 6TH AVE. - GODZILLA

     Galloping like a Gisele uptown, Godzilla is SPEEDING up
     the boulevard. The armored vehicles OPEN FIRE. Some
     shots CLIP into Godzilla's back. Ahead he is running
     directly into...


     MOBILE MISSILE LAUNCHERS

     Blocking off the street in front of him. They FIRE.
     Pinned down, the creature SCREAMS and DUCKS away down
     another side street. The missiles can't turn fast enough
     and SLAM into a building, DEMOLISHING it.


 90  EXT. ELECTRONICS STORE - SAME - NIGHT                       90

     The window is SMASHED in. A small group of LOOTERS are
     loading up their mini-van. Finishing up the group is
     about to leave.

                            LOOTER #1
               Jimmy, let's go.

                            LOOTER #2
               Wait. I want this. Help me!

     The group rejoins Jimmy as they try to pull an enormous
     Pin Ball machine from the window. As they carry the
     machine back towards the mini-van...


     SQUASH! - GIGANTIC FOOT

     Godzilla's enormous foot flattens the mini-van like a
     pancake. The Looters go pale. As the Military Armored
     Vehicles RACE by in hot pursuit.


 91  EXT. BROADWAY - SAME - NIGHT                                91

     Godzilla BOUNDS onto Broadway and FREEZES, looking
     around. As he looks downtown he SEES...


     GODZILLA'S P.O.V. - MILITARY ARMORED VEHICLES

     Skidding around the corner a few blocks back, the
     armored vehicles reappear.

     Godzilla turns uptown and BOLTS. As he gets up to full
     speed...


     COBRA HELICOPTERS

     A team of FOUR COBRA HELICOPTERS swoops down heading
     directly for Godzilla.


 92  INT. COMMAND TENT - MAJOR HICKS - NIGHT                     92

     The Mayor stands over a Radio technician.

                            HELICOPTER PILOT (O.S.)
                      (filtered)
               We have him, locked on.

                            MAJOR HICKS
               Then FIRE damn it!


 93  EXT. TIMES SQUARE - SAME - NIGHT                            93

     Godzilla runs into the famous lighted square (looking
     remarkably like Tokyo) just as the COBRA'S come SWEEPING
     DOWN out of the sky.

     Godzilla SPOTS them and leaps away just as they FIRE
     missiles, which RIP INTO the famous JUMBO TRON VIDEO
     BILLBOARD, demolishing the building.

     The Cobra's SWERVE quickly, pursuing Godzilla down a
     side street.


 94  EXT. LEXINGTON AVENUE - SAME - NIGHT                        94

     Godzilla appears, turning the corner and racing down the
     street. From behind, the Cobra helicopters come
     SCREAMING down on him, they FIRE ROCKETS at Godzilla
     who, again, deftly turns a corner.

     The errant rockets BLAST into the CHRYSLER BUILDING, as
     they attempt to follow him but fail. Shards of glass come
     RAINING DOWN as the building crumbles.


     ANGLE - ARMORED VEHICLES

     As they race around the corner they SLAM ON THE BREAKS
     just as the familier CONE of the Chrysler building comes
     CRASHING DOWN just inches in front of the vehicles,
     tumbling into the street.


 95  INT. COMMAND TENT - SAME - NIGHT                            95

     The static increases over the radio.

                            HELICOPTER PILOT
                      (filtered)
               That is a negative impact.

     The Mayor, in the back of the room stands, furious.

                            MAYOR
               Negative impact!?! It's the goddamned
               Chrysler building, that's what it is!

     His aides try to calm him.

                            MAJOR HICKS
                      (into radio)
               You said he was locked on!


 96  EXT. SIDE STREET - COBRA HELICOPTER P.O.V. - NIGHT          96

     Moving through the narrow side street.

                            HELICOPTER PILOT (O.S.)
               The heat seekers can't lock. He's
               colder than the buildings around him.


 97  EXT. 5TH AVENUE - CONTINUOUS - NIGHT                        97

     The four Cobra helicopters ZOOM around the corner and
     into 5th avenue.


     COBRA HELICOPTER P.O.V. - GODZILLA

     Godzilla is ahead of us. The choppers FIRE again, this
     time using their gun turrets, ACCELERATING toward the
     beast.

     Under heavy bullet firepower and the choppers nearly on
     top of him, Godzilla DIVES into an office building.

     The helicopters surround the crumbling building, and
     OPEN FIRE, decimating it. They STOP firing and stare
     into the smoldering mess they've made.

                            PILOT
               I think we got him.

     Just then ERUPTING out of a building behind them...


     GODZILLA

     POUNCES OUT of the building, snapping up two of the
     helicopters in one bite!

     He WHIRLS around and SWIPES another out of the air with
     his ENORMOUS CLAW. The CLAWED helicopter SLAMS into the
     ground just as...


     ARMORED VEHICLES

     come sliding around the corner, directly into the
     CRASHING HELICOPTER which explodes on impact. The entire
     team is taken out with the concussion.


 98  INT. COMMAND TENT - MAJOR HICKS - SAME - NIGHT              98

     Major Hicks is on his feet, steaming mad.

                            MAJOR HICKS
                      (into radio)
               Echo four, where is he!?


 99  EXT. AVENUE OF THE AMERICAS - SAME - NIGHT                  99

     As the remaining Cobra helicopter SWERVES around,
     Godzilla is gone.

                            HELICOPTER PILOT #4
               I don't know sir. He just vanished.

     As the helicopter PASSES a dark building we SEE a SHAPE
     MOVE! We realize that like a chameleon, Godzilla had
     TAKEN THE COLOR of the building and hid. With the
     helicopter past him, he CHASES FROM THE REAR.

                            HELICOPTER PILOT #4
                      (realizing)
               Oh Jesus!

     The chopper GUNS IT, full throttle. Godzilla GIVES
     CHASE. Even at its top speed it can't out run the big
     creature.

     The chopper tries to LIFT AWAY but before he can get the
     height, Godzilla SNAPS his gigantic jaws and SWALLOWS
     THE HELICOPTER WHOLE.


     STREET - WIDE ANGLE

     The fires burn and the rubble crumbles. Godzilla gives
     one final SCREAM and DIVES into a building,
     disappearing.


100  INT. COMMAND TENT - SAME - NIGHT                           100

     The Major's aide try to hold him back as the Mayor is
     charging at Major Hicks.

                            MAYOR
               What the hell is the matter with you
               people?! You caused more damage than
               that thing did!


101  EXT. 5TH AVENUE - SAME - NIGHT                             101

     Empty and devastated. Fires continue to burn.


102  EXT. FLAT IRON SQUARE - SAME - NIGHT                       102

     Nick, Sergeant O'Neal and several of his men walk
     through the devastated area. Nick kneels down and
     SEES...


     NICK'S P.O.V. - PUDDLE OF BLOOD

     There is a large reddish brown puddle of blood. Nick
     takes out a small glass container and scoops some up.

                            SERGEANT O'NEAL
               I can't believe it. He did all this
               and we did nothing to him.

     Nick walks over to him, consoling.

                            NICK
               That's not true. We fed him.


     REVERSE ANGLE

     Only a few scattered fish remain where the mountain of
     fish once was. Our team stands there amidst the rubble.

                                             FADE OUT:


     FADE IN:


103  INT. NETWORK NEWS DESK - VIDEO FOOTAGE                     103

     A network news ANCHOR speaks directly at us as a video
     of the Chrysler building getting destroyed plays behind
     him.

                            ANCHOR
               While it may have looked like Beirut,
               it was in fact, Manhattan where man
               and nature have collided with brute
               force.

     The video switches to the White House where we SEE the
     President signing a bill.

                            ANCHOR
               The President today declared a state
               of emergency and has issued disaster
               relief funds to New York City.

                                             WIDEN TO
                                             REVEAL:


104  INT. WNEW NEWS TRUCK - VIDEO FEEDS - SAME - NIGHT          104

     We SEE that we've been watching the video on one of MANY
     video monitors showing all the news broadcasts. As an
     assistant moves away from the monitors we FOLLOW him out
     of the truck.


105  EXT. WNEW NEWS TRUCK - CONTINUOUS - SAME - NIGHT           105

     We continue to FOLLOW the assistant outside, revealing
     the enormous MOB of reporters that have gathered just
     outside the military command tents. As we FOLLOW the
     assistant he passes several reporters doing "stand-up"
     reports.

                            REPORTER #1
               ...rumors continue to mount as to the
               origin of this, perhaps, lost
               dinosaur...

                            REPORTER #2
               ...having shut down the United Nations
               in the evacuation, foreign diplomats
               are demanding an international
               coalition be assembled to track the
               creature...

     The assistant finally arrives at Caiman who is doing a
     live remote. Animal works the camera.

                            CAIMAN
               ...Maintaining a total media blackout,
               officials remain silent this evening
               as to their progress in containing
               this creature...

     Behind him, in the crowd we SEE Audrey pushing her way
     through the reporters, her fake ID pinned on her shirt.
     She turns and sees Caiman. Quickly she ducks down and
     moves deeper into the crowds.

     Suddenly there is movement as the crowd turns their
     collective attention over to a group of cars pulling up
     nearby. Audrey pushes her way to see what's happening.

     The cars are BLOCKED from returning to the command tents
     as the reporters MOB the first car in line.


106  INT. SEDAN - NICK - NIGHT                                  106

     Nick observes the chaos. Through the crowd he SEES a
     Pharmacy, a neon sign reading: Never Closes. He looks
     back down at the blood sample he holds in his lap and
     gets an idea.

                            NICK
                      (to the driver)
               It's okay, I'll get out here.

     He opens the car door and pushes his way through the
     crowds who are less interested in him as they are the
     military officials.


     NICK'S P.O.V. - MEDIA CIRCUS - CROWDS - NIGHT

     Pushing his way through, Nick SEES what a circus this
     has become; t.v. news camera crews, journalists,
     concerned citizens, worried mothers, and of course,
     merchandising...


     STREET STANDS

     Nick passes several vendors selling dinosaur toys,
     copies of Animal's now famous news video clip and, of
     course, tee shirts with still images from that same
     clip.


     ANGLE - AUDREY

     Through the dense crowd, Audrey SEES Nick in the
     distance. Excited she starts to push her way through.


107  INT. PHARMACY - SECONDS LATER - NIGHT                      107

     Ringing the night bell, Nick calls for the PHARMACIST
     who enters, weary eyed.

                            PHARMACIST
               Can I help you, young man?

                            NICK
               Do you have any home pregnancy tests?
               Especially ones that test for
               catastrophic hormones or clomiphene
               citrate.

                            PHARMACIST
               This is all we've got.

     The Pharmacist puts onto the counter six different off
     the shelf home pregnancy tests.

                            NICK
               I'll take them all.

                            AUDREY (O.S.)
               You must have quite some harem.

     Nick spins to find Audrey standing right behind him.
     Embarrassed, Nick awkwardly pays for the tests.

                            NICK
               Audrey?! Is that you? Hi, hello. You
               look, wow, uh, how've you been?

                            AUDREY
               It's good to see you, Nick.

     The Pharmacist puts out Nick's change. He scoops it out
     and we FOLLOW them as they exit together.

                            NICK
               So you made it.

                            AUDREY
               What?

     He points to her fake press ID she's still wearing.

                            NICK
               You're a reporter. That's what you
               always wanted to be, right? I'm happy
               for you. Really, I am.

                            AUDREY
               Yeah, well...


108  EXT. PHARMACY - CONTINUOUS - NIGHT                         108

     Nick opens the door for Audrey and follows her out.

                            AUDREY
               So, you still picking apart
               cockroaches?

                            NICK
               No, I'm into earthworms now. You
               wouldn't be interested. They're real
               "boring" creatures. Very reliable,
               dependable, no surprises...

                            AUDREY
               You're still mad at me, aren't you?

                            NICK
               You just left me without a phone call,
               a letter, nothing. All this time.
               Yeah, I guess I'm still a little mad.

                            AUDREY
               That was eight years ago. Some people
               change, you know.

                            NICK
               Most people don't.

                            AUDREY
               I'm sorry you feel that way.

     Audrey turns and walks away. Nick regrets his behavior
     and calls after her.

                            NICK
               Wait. I'm sorry. You're right. Eight
               years is a long time. Can I offer you
               a cup of tea?

                            AUDREY
               Sure. I'd like that.

     There's an awkward moment as neither knows what to say.

                            AUDREY
               One, thing, though. Who'd you get
               pregnant?

     Off Nick's awkward reaction...

                                             CUT TO:


109  INT. NICK'S TENT - LATER - NIGHT                           109

     Nick has set up a mini-lab in his private, small, tent.
     The home pregnancy tests have been ripped apart. Nick
     mixes some of the contents together.

                            AUDREY
               I still can't believe it. How does a
               guy go from an anti-nuke activists to
               working for the Nuclear Regulatory
               Commission?

                            NICK
               When you and I use to attend rallies
               in college, we helped to create
               awareness. But from the inside now I
               can actually effect change.
                      (pointedly)
               I never lost my idealism.

                            AUDREY
               And exactly what changes are you
               trying to effect?

                            NICK
               I have this theory that we're
               inadvertently creating new species as
               a direct result of what we've done to
               nature.

                            AUDREY
               And you think this creature is one of
               them?

                            NICK
               Yes. The first of its kind. I found
               this blood sample earlier this
               evening...

                            AUDREY
               Blood sample? How close did you get to
               that thing?

                            NICK
               I got pretty close.

                            AUDREY
               What else do you know about it?

     Nick finishes his concoction, adding the blood sample
     into it He takes the piece of litmus paper from one of
     the home test boxes and dips it in.

                            NICK
               Well, we know he eats fish, he's of
               reptile genus, he's a burrower, he's
               amphibious and...

     Nick points out the litmus paper. It turns RED.

                            NICK
               ...he's pregnant.

                            AUDREY
               Are you sure?

     Nick gets up and starts to gather his materials.

                            NICK
                      (thrilled)
               Well, obviously these tests weren't
               designed for this but fundamentally
               they're looking for the same hormonal
               patterns that would indicate
               pregnancy.

                            AUDREY
               I don't get it. If it's the first of
               its kind, how can it be pregnant?

     Excitedly Nick begins to pace.

                            NICK
               The ultimate expression of evolution,
               it reproduces asexually. Think about
               it, all kinds of creatures have been
               known to travel great distances for
               reproduction. That's why he came to
               New York. Like every species of
               insufficient progenitors, he's
               nesting!

                            AUDREY
               Nesting?

                            NICK
               Yes. Do you realize that a creature
               like this could lay as many as a dozen
               eggs at a time!

     Nick moves to the front exit of the tent.

                            NICK
               Forgive me but I've got to get this
               into the lab, to confirm all this.
               I'll be right back.

     Nick rushes from the tent. Alone, Audrey can't help but
     poke around a bit. She opens one of his CASES. Taped to
     the roof of the case she SEES...


     INSERT PHOTOS - NICK AND AUDREY

     Happy times long ago. They're both young and in love.
     Audrey is surprised Nick still keeps them. She's
     touched.

     Feeling guilty she quickly closes the case and sits back
     down. As she does she notices a video tape labeled
     FIRST SIGHTING. Unable to resist, she puts it in and
     turns on the t.v. The shot of the Japanese Cook
     appears.

                            COOK
                      (filtered through t.v.)
               ...Gojira...Gojira...

     She hits the fast forward tape and SEES, the enormous
     footprints in Panama. She fast forwards again and sees
     the beached cargo ship in Jamaica.

     Audrey is torn. She makes a decision, pops the tape back
     out, puts in her purse and takes off out the back of the
     tent. Moments later, Nick returns from the front.

                            NICK
               Audrey? Audrey?

     A flash of lighting and thunder accents Nick's
     confusion.

                                             CUT TO:


110  INT. EDITING BAY - LATER - DAWN                            110

     On two monitors we SEE Audrey doing a "stand up."

                            AUDREY
                      (filtered)
               ...which is why in this case "all the
               kings horses and all the kings men"
               may not be able to put the big apple
               together again. Audrey Timmons, WNEW.

     We pull back to reveal Audrey, Animal and an editor,
     ED, watching the piece.

                            ED
               That's it. You owe me a breakfast.

                            AUDREY
                      (turning to Animal)
               So, what do you think?

                            ANIMAL
               It's good. It's a real good piece. But
               how'd you get a hold of this
               material?

     Audrey covers her own mixed emotions.

                            AUDREY
               Like you said, "Good guys finish
               last."

     She snatches the tape and she takes off running.
     Concerned and worried, Animal watches her leave.

                                             CUT TO:


111  EXT. WNEW TRUCK - COMMAND TENT AREA - RAIN - DAWN          111

     Rushing out of the WNEW truck and into the rain, Audrey
     spots her Station Manager, Murray. In the b.g. we SEE
     Caiman getting make up, about to do a live spot with
     another cameraman.

                            AUDREY
               Murray, I need you to look at this
               tape.

                            MURRAY
               Not now, Audrey, we've about to go
               live with the morning report.

                            AUDREY
               You're going to want to include this.
               I've got exclusive footage of other
               places this thing has attacked.

                            MURRAY
                      (suddenly interested)
               You do? Who's story is this?

                            AUDREY
               Mine!


     ANGLE - CAIMAN

     About to go on, Caiman waves off his make up artist as
     he watches Audrey hand Murray the tape. His field
     producer counts down to going live.


     P.O.V. THROUGH BINOCULARS - NICK - RAIN - MORNING

     Through the lenses we SEE exiting his tent and moving on
     towards the large center command tent. We REVERSE to
     reveal...


112  INT. RAYMOND'S MOTEL ROOM - SAME - RAIN - MORNING          112

     One of Raymond's men observes with binoculars from the
     window. Tucking his napkin into his lapel, Raymond eats
     breakfast with his men. Another man, JEAN-CLAUDE,
     listens at the monitoring equipment. He turns to
     Raymond.

                            JEAN-CLAUDE
               Taisez-Vous.

     He turns on the room speaker.

                            MALE VOICE
                      (filtered)
               ...Major Hicks, what makes you believe
               another attempt to gun that creature
               down will work?


113  INT. COMMAND TENT - WAR ROOM - RAIN - SAME - MORNING       113

     Nick is moving to take his seat next to Elise at this
     very crowded conference. The big wigs are here and the
     room is packed. Major Hicks walks to a large map of
     Manhattan.

                            MAJOR HICKS
               General Anderson, the problem was the
               terrain. If we lure him out into a
               more open area such as this portion of
               Central Park...
                      (points to the map)
               We should be able to take him down.

                            MAYOR
               Last time you didn't even scratch it!

                            MAJOR HICKS
               That's not true. Our worm guy, er, I
               mean, Dr. Tatopoulos found blood.

     All eyes turn towards Nick who's still arranging his
     papers. Nervously Nick addresses the crowd.

                            NICK
               Well, yes. I did. Clearly he was
               injured and bled.

                            MAJOR HICKS
               You see, all we need to do is get a
               better shot at it with weapons that
               don't rely on heat seeking...

                            NICK
               Um, excuse me, sir, but the
               situation's more complicated than
               that. The blood I recovered revealed
               that the creature is either about to
               lay eggs or already has.

                            GOVERNOR
               Are you trying to tell us there's
               another one of those things out
               there?

                            NICK
               I don't believe so.

                            MAYOR
               Then how can it be pregnant? What is
               this, the "virgin lizard?"

     There's a smattering of laughter in the room.

                            NICK
               No, it reproduces asexually. That's
               why we must find the nest. If we
               don't, dozens will be born, each one
               capable of laying eggs of its own.
               Very quickly we could be looking at an
               enormous population.

                            MAJOR HICKS
               So after we kill the creature we'll
               begin a search for the nest.

                            NICK
               It may be too late by then. These eggs
               will hatch very quickly.

                            CLIVE
               How could you possible know that?

                            NICK
               The fish. The fish we found down in
               the subway. He's not gathering all
               that food for himself. He's preparing
               to feed his young.


114  INT. RAYMOND'S MOTEL - RAIN - SAME - MORNING               114

     Raymond listens intently. He grabs a folder off the desk
     and opens it. We SEE photos and documents of every
     member of the team. He finds the photo of Nick and
     examines it.


115  INT. DINER - RAIN - SAME - MORNING                         115

     Audrey shakes off the rain and moves over to join Ed and
     Animal at a booth.

                            ANIMAL
               They just promo-ed your spot. It's
               coming on right after this.


116  INT. COMMAND TENT - RAIN - SAME - MORNING                  116

     An AIDE comes in and whispers something into the
     Governor's ear, who nods approval.

                            MAJOR HICKS
               If Dr. Tatopoulos is right, we must
               act quickly before this problem
               escalates.

                            GENERAL ANDERSON
               You want to divide our efforts based
               solely on a wild theory?

                            MAJOR HICKS
               He's come through for us before and if
               he feels strongly...

                            GENERAL ANDERSON
               Come through for you!? Major, your
               campaign's a disaster. You weren't
               even able to to prevent this thing
               from coming to Manhattan.

                            GOVERNOR
               Excuse me Gentlemen, but I think we
               should see this.

     The Aide moves over to a television and turns it on.
     Just as the t.v. comes to life we SEE the old Japanese
     Cook.

                            GENERAL ANDERSON
               How the hell did this get out?

     The image of the Cook saying, "Gojira" FREEZES and cuts
     back to reveal Caiman doing his "stand-up."

                            CAIMAN
                      (filtered)
               From an old Japanese sailor's song
               called GODZILLA, a mythological sea
               dragon who attacked sailors, to our
               own modern day terror. Today in my
               special report, who is this Godzilla,
               where did he come from and why is he
               here?


117  EXT. DINER - SAME - MORNING                                117

     Audrey is furious, on her feet.

                            AUDREY
               You're special report! I'm the one
               that found that stupid song! That's my
               special report, you bastard!

     Animal tries to calm her down as the story continues.

                            AUDREY
               And it's "Gojira" not Godzilla you
               moron!


118  INT. RAYMOND'S MOTEL - SAME - MORNING                      118

     Fiddling with the motel t.v., Raymond's men attempt to
     clear the fuzzy picture.

                            JEAN-CLAUDE
               Merde!

                            RAYMOND
               Allez, allez!

     Finally the picture clears.

                            CAIMAN
                      (filtered)
               ...a path can be traced back from
               Manhattan, to Jamaica, back to Panama
               and all the way back to the French
               Polynesians where nuclear testing has
               been going on for over twenty
               years...


119  INT. COMMAND TENT - SAME                                   119

     Everyone stares at the television. Major Hicks burns
     with embarrassment.

                            CAIMAN
                      (filtered)
               ...But why? Research team member Dr.
               Niko Padopolus believes the creature
               is nesting, using Manhattan as ground
               zero to cultivate his species...

                            GENERAL ANDERSON
               You went to the press with this?

                            NICK
               No, I didn't...I didn't talk with
               anyone.

     The military men are furious at the breach of security.
     All eyes turn toward Nick.

                            GENERAL ANDERSON
               They mentioned you by name!

                            NICK
               Yes...but I...

                            MAJOR HICKS
               You gave them the tape?

                            NICK
               No, it's still in my tent. It's...oh
               my God, she took it.

     Pissed, GENERAL ANDERSON walks up to Nick.

                            GENERAL ANDERSON
               Pack your stuff. You're officially off
               this project as of now.


120  INT. DINER - SAME - MORNING                                120

     Caiman is still on television, wrapping up.

                            AUDREY
               He stole my report! That's my report!

                            ANIMAL
               We know, Audrey.

                            CAIMAN
                      (filtered)
               ...and in this reporter's opinion,
               "all the kings horses and all the
               kings men"...

     Audrey wads up her napkin and heaves it at the t.v.

                            AUDREY
               Caiman you suck!


121  INT. RAYMOND'S MOTEL ROOM - SAME - MORNING                 121

     The television is snapped OFF and Raymond walks over to
     the window looking out, thinking. Finally...

                            RAYMOND
               We're leaving.

                                             CUT TO:


     A LARGE TRUNK

     Slams shut. More suitcases and trunks. Widen to
     reveal...


122  INT. NICK'S TENT - LATER - DAY                             122

     Nick is finishing packing as some soldiers carry his
     things away. Elsie enters.

                            ELSIE
               I'm sorry about all this.

                            NICK
               Me too.

     Nick hoists his bag and moves to leave.

                            NICK
               Make sure they find that nest before
               it's too late.

                            ELSIE
               I'll try.

     Reluctantly Nick nods acceptance and exits out into the
     rain. We SEE the torn photographs of Nick and Audrey
     laying on the floor.

                            ELSIE
               Bye worm guy.

                                             CUT TO:


123  INT. PHONE BOOTH - MOMENTS LATER - RAIN - DAY              123

     Audrey in a street phone booth.

                            AUDREY
               What do you mean Murray's not there? A
               second ago you told me he was on the
               other line...

     Something catches Audrey's eye.


     AUDREY'S P.O.V. - THROUGH GLASS - NICK

     Lugging his bags out into the rain, Nick moves over to a
     waiting cab.


124  EXT. COMMAND TENT AREA - NICK & CAB - RAIN - DAY           124

     Lifting a heavy case, Nick places it into the cab's
     trunk.

                            CABBY
               Where to?

                            NICK
               Newark airport.

     Audrey moves up behind Nick.

                            AUDREY
               You're leaving? Why?

     Nick ignores her and continues to load the cab.

                            AUDREY
               Is this cause of me? Because of the
               story?

                            NICK
               Well what the hell did you think was
               going to happen?

                            AUDREY
               You never said it was off the record.

                            NICK
               I shouldn't have to, Audrey. You're
               supposed to be my friend. I trusted
               you.

                            AUDREY
               I didn't mean for it to turn out like
               this.
                      (confessing)
               Look, I lied to you. I'm not a
               reporter. When we broke up and I came
               out to New York I was so sure I'd make
               it. But I haven't. That's why I needed
               this story so bad. I just couldn't
               tell you I'm a failure.

                            NICK
               So you thought that made it okay to
               steal my tapes?

     The last bag stowed, Nick moves to get into the cab. He
     stops and turns back to her.

                            NICK
               Good luck in your new career. I think
               you really have what it takes.

     He gets in and slams the door. The cab takes off leaving
     a very alone Audrey standing in the rain.

                            AUDREY
                      (sad; to herself)
               I'm sorry.

                                             CUT TO:


125  INT. NEWARK AIRPORT - DAY                                  125

     Long waiting lines for people trying to leave town.
     People sleeping on the floors. Chaos. One group gathered
     around a television set.


     T.V. NEWS BROADCAST - VIDEO

     We see images from crowed refugee shelters.

                            REPORTER
                      (filtered)
               ...every shelter in the tri-state area
               has been overflowing with displaced
               people. Tent cities have begun to
               spring up all over the county...

     As we TRACK away from the t.v. we FIND Nick taking a
     seat at a small bar next to the gate. A WAITER comes
     over.

                            WAITER
               Can I get you something?

     Before Nick can answer...

                            RAYMOND
               Pernot, no ice.

     Taking a seat directly across from Nick, Raymond sits
     down, sizing him up. Nick is confused.

                            NICK
               Do I know you?

                            RAYMOND
               We've met before.

                            NICK
                      (remembering)
               Oh yeah, the insurance guy.

     Raymond pulls out his badge and lays it on the table in
     front of Nick.

                            RAYMOND
               SDECE, Service de Documentation
               Exterieure et de Contre-Espionnage.
               Agent Phillip Raymond.

                            NICK
               Sounds like a big company.

                            RAYMOND
               It's the French Secret Service.

                            NICK
               Oh.

                            RAYMOND
               We have learned that your American
               friends have decided not to look for
               the creature's nest.

                            NICK
                      (alarmed)
               Are you sure? How do you know?

                            RAYMOND
               We know.

                            NICK
               Why are you telling this to me?

                            RAYMOND
               I need you to trust me.

                            NICK
               Why do you need that?

                            RAYMOND
               I need your trust if you're to help me
               find the nest.

                            NICK
               Oh, my bags. I've checked them in.

                            RAYMOND
               We, have already taken care of them.

     Nick realizes Raymond is serious. The waiter hands
     Raymond his drink. Raymond toasts Nick.

                            RAYMOND
               Bon Chance!

                                             CUT TO:


126  EXT. TENT CITY - AFTERNOON                                 126

     A makeshift tent city has been set up in the park.
     Animal video tapes an interview with a displaced
     person.

                            DISPLACED PERSON
               No one tells us a Goddamned thing. My
               family is getting soaked out here. We
               have no place else to go. We just want
               to go back to our home.

     Animal begins to PAN his camera around the tent city
     when he SEES a SEDAN in the distance. He focus in on it
     and SEES...


     ANIMAL'S P.O.V. - SEDAN - NICK AND RAYMOND

     Coming to stop at a light. Animal quickly lowers his
     camera and hands it off to the Reporter he's working
     with.

                            ANIMAL
               I'll be right back.

     Animal rushes over to the news van and takes off after
     them, following.


127  EXT. WAREHOUSE - MOMENTS LATER - AFTERNOON                 127

     Pulling up in front of a warehouse, Nick and Raymond
     step out of the sedan. Staying hidden from view, Animal
     pulls over. Intrigued, he watches them enter the
     building.


128  INT. WAREHOUSE - RAYMOND'S MEN - AFTERNOON                 128

     Raymond enters with Nick. The room is filled with
     equipment; radios, guns, explosives and armored
     vehicles. We notice that more of Raymond's support team
     are here.

                            NICK
               How did you get all of this stuff into
               the country?

                            RAYMOND
               This is America. There is nothing you
               can not buy.

     Raymond gives Nick a tour.

                            NICK
               So why all the secrecy? Why aren't you
               guys working with the US military?

                            RAYMOND
               I am not permitted to speak of such
               things.

     Nick stops and confronts Raymond.

                            NICK
               You said you wanted my trust, then I
               need yours.

     Raymond considers this. Finally...

                            RAYMOND
               I am a patriot. I love my country. Can
               you understand that?

                            NICK
               Sure.

                            RAYMOND
               It is my job to protect my country.
               Sometimes I must even protect it from
               itself. From mistakes we have made.
               Mistakes that we do not want the world
               to know about.

                            NICK
               Your talking about the nuclear testing
               in the Pacific.

                            RAYMOND
               Yes. This testing done by my country
               left a terrible mess. We are here to
               clean it up.


129  EXT. WAREHOUSE - ANIMAL - SAME - RAIN - AFTERNOON          129

     Moving down alongside the building, Animal walks down
     the side alley. He climbs up onto a garbage hamper and
     peers into a cracked opened window.


     ANIMAL'S P.O.V. - WAREHOUSE

     Animal sees Nick and Raymond with all the hardware.
     Several of the men are repainting the vehicles to
     resemble those of the US Army.


130  INT. WAREHOUSE - SAME                                      130

     Nick walks past the myriad of warfare tools. Jean-Claude
     turns from the radios.

                            JEAN-CLAUDE
               They will set the trap at thirty
               minutes to ten.

                            RAYMOND
               That is when we will go in.

     Raymond leads Nick over to a large map.

                            RAYMOND
               We know how to get into the city. We
               just do not know where to start
               looking.

     Nick moves closer to the map, putting his finger on the
     Flat Iron square subway station.

                            NICK
               Here. 23rd street subway station.
               Where we first found the fish. With a
               little luck, this will lead us right
               to it.

                            RAYMOND
               So you're in?

                            NICK
               Are you kidding? I always wanted to
               join the French Foreign Legion.

                                             CUT TO:


131  INT. LUCY'S APARTMENT BUILDING - LATER - LATE AFTERNOON    131

     Animal quickly climbs the stairs. People are everywhere.
     He has to step over them to get to his apartment. AS he
     opens the door to his apartment he SEES...


132  INT. APARTMENT - CONTINUOUS - LATE AFTERNOON               132

     Filled with people, Lucy is serving coffee. She smiles
     at Animal as he enters.

                            ANIMAL
               Who the hell are all these people?

                            LUCY
               What? I just couldn't just let them
               sleep in the street.

                            ANIMAL
               Where's Audrey?

                            LUCY
               In the bedroom. Crying her eyes out
               because of you.

                            ANIMAL
               What?

                            LUCY
               All that "you gotta be vicious" stuff
               you filled her head with.

                            ANIMAL
               Me!? You where the one...

                            LUCY
               Go in there. Talk to her.

     Lucy pushes Animal towards the back bedroom.


133  INT. BEDROOM - SAME - LATE AFTERNOON                       133

     Audrey has been crying. Crumpled Kleenex wads piled up
     all around her. A television plays a news broadcast,
     boasting the headline: THEY CALL HIM GODZILLA! On the
     t.v. we SEE a news conference with General Anderson
     addressing some reporters.

                            REPORTERS
                      (simultaneously)
               Can you comment on the nest? How many
               more of these things will there be?

                            GENERAL ANDERSON
                      (filtered)
               That's why I'm holding this
               conference. To try and avoid a
               needless panic.

     Animal enters and watches from the back of the room.

                            GENERAL ANDERSON
               Contrary to some frivolous reports, we
               have no information to lead us to
               believe that there are any eggs of the
               creature in the city.

                            AUDREY
               Stupid idiots!

                            ANIMAL
               You okay?

                            AUDREY
               It's all my fault. What have I done,
               Animal? What have I become? Look at
               me. This isn't me. I don't do things
               like this.

                            ANIMAL
               You made a mistake.

     Suddenly someone exits the bathroom and crosses out of
     the room. Animal looks at the stranger as he leaves.

                            AUDREY
               Yeah, I just screwed up with the only
               man who ever really cared about me.

                            ANIMAL
               Didn't you tell me he left for the
               airport?

                            AUDREY
               Yeah. Why are you asking?

                            ANIMAL
               I just saw him. He's with a bunch of
               guys who want to sneak into the city
               tonight.

     Audrey tries to make sense of this. Suddenly she
     realizes.

                            AUDREY
               My God. He's going after the nest.

                            ANIMAL
               Perfect! You wanted a story, well,
               baby, you got one.

     Excitedly Animal goes to the closet and retrieves a big
     overcoat.

                            AUDREY
               Animal, I can't.

                            ANIMAL
               Look, you want to make it up to your
               friend? Well if he's right, this is
               your chance.

     He starts going through his drawers, taking out battery
     packs, tapes, etc, and putting it in his pockets.

                            AUDREY
                      (misgivings)
               I don't know. I've already made such a
               mess of things...

     Animal walks up to the door, ready to exit.

                            ANIMAL
                      (smiling)
               Audrey, I'm going after them. You can
               come with me or not.

     Conflicted, Audrey is not sure what to do. Animal opens
     the bedroom window and begins to climb out.

                            AUDREY
               What are you doing?

                            ANIMAL
               Lucy'd kill me if she knew.

                                             CUT TO:


134  INT. WAREHOUSE - LATER - SUNSET                            134

     Nick marches out of a changing room dressed in a
     military uniform. As he moves into the room we SEE all
     of Raymond's men dressed similarly.

     As they climb into their vehicles, Raymond hands each a
     stick of chewing gum. Nick gets in the passenger seat of
     one of the vehicles, Raymond climbs in behind the
     wheel.

                            NICK
               What's with the chewing gum?

                            RAYMOND
               Makes us look more American.

     Nick looks over at the faux Americans. It's a tough
     sell, gum or not.

                            NICK
               Just let me do all the talking.

     With that the vehicles pull out of the warehouse and out
     into the rainy night.


135  EXT. LINCOLN TUNNEL - ENTRANCE - RAIN - SUNSET             135

     An armed blockage seals the Jersey entrance to the
     Lincoln tunnel. We widen to reveal Audrey and Animal by
     a small side entrance. Animal works the lock.

                            AUDREY
               What are you doing?

                            ANIMAL
               It's the maintenance entrance. Runs
               along the side of the tunnel. When
               they repaired it last year I worked on
               a piece about it.

     Just then the lock TURNS and the door opens. They
     enter.


136  EXT. GEORGE WASHINGTON BRIDGE - JERSEY SIDE - SUNSET       136

     A line of military vehicles approaches and slowly passes
     through a guarded entrance, each vehicle checked. Nick
     and Raymond's Humvee nears.


     ANGLE - GUARDED BLOCKADE - CONTINUOUS

     Raymond's Humvee rolls up and a GUARD walks up to the
     window.

                            GUARD
                      (checking clipboard)
               Who you boys with?

                            NICK
               Oh, we're with the three two.

                            GUARD
               I didn't ask you, soldier.

                            NICK
               Sergeant O'Neal just called down for
               us to join in.

     Now he's suspicious. The guard approaches Raymond, checks
     him out.

                            GUARD
               You got a problem talkin'?

                            RAYMOND
                      (perfect southern accent)
               Why no sir, I'm fine.

     The Guard is suspicious but on a tight schedule. Finally
     he waves him through.

                            GUARD
               All right, keep it moving.

                            RAYMOND
                      (ala Presley)
               Thank you very much.

     They drive off. Nick is stunned by the act.

                            RAYMOND
               Elvis Presley movies.
                      (by way of explanation)
               He was the King!


137  INT. LINCOLN TUNNEL - MAINTENANCE DOOR - SAME - NIGHT      137

     The door creeps open. Animal leans out to find the
     tunnel deserted. He and Audrey step out and into the
     tunnel. We FOLLOW them as they are headed for the exit
     of the tunnel into Manhattan.


138  INT. RAYMOND'S HUMVEE - NIGHT                              138

     Raymond and Nick drive through Central Park. We can SEE
     dozens of military people and vehicles in a large
     meadow.


139  EXT. CENTRAL PARK - LARGE MEADOW - NIGHT                   139

     The enormous pile of fish is getting dumped in the
     center of the field as many others are planting land
     mines. Tanks, rockets and soldiers align the area.

     The convoy of vehicles turn onto the meadow but Raymond
     and his men keep going straight. They drive slowly right
     past the trap sight and out of the park.


     TIRES SQUEALING TO A STOP

     Doors slam and immediately boots march past. We WIDEN to
     reveal Raymond's team quickly gathering their gear and
     heading down the subway entrance.

     Raymond grabs a heavy bag and tosses it to Nick who
     nearly topples from the weight.

                            RAYMOND
               Be careful with that.

     Nick looks into the bag and sees a bag marked
     EXPLOSIVES. Shocked he looks back at Raymond, but he's
     gone. Nick regains his breath and follows.


     THE FISH

     Older and nastier, but the same fish we saw in the
     tunnel before. We FOLLOW the beam to its owner and find
     Nick. We WIDEN to reveal that we're....


140  INT. SUBWAY TUNNEL - MOMENTS LATER - NIGHT                 140

     The crisscrossing beams from the assault team's
     flashlights nearly blind us as Nick leads the team
     cautiously into the depth of this tunnel. Periodic fish
     are found along the way. Suddenly the faint HUMMING
     sound in the tunnel STOPS.

     Everyone freezes as the wind shifts direction. A
     familiar SMELL passes over them as they sniff the air.

                            NICK
               They've turned off the ventilation
               system. They're calling him to
               dinner.

                            RAYMOND
               Let's hope we are not the hors
               d'oeuvres.

     Nervously they continue onward.


141  EXT. 23RD STREET SUBWAY STATION - SAME - NIGHT             141

     Animal and Audrey arrive, spotting the assault team's
     vehicles. They head carefully down the stairs.


142  INT. 23RD STREET SUBWAY STATION - SAME - NIGHT             142

     Audrey and Animal, camera in hand shooting everything,
     climb down into the station. Animal rushes to the end of
     the platform and searches down into the tunnels.


     VIDEO P.O.V. - DARK TUNNEL - DISTANT LIGHTS

     Through the camera we SEE the lights in the distance of
     the tunnel.

                            ANIMAL
                      (whispering)
               They're down there. Let's go.

     Animal jumps off the platform, down onto what's left of
     the tracks. Audrey squeamishly follows.


143  INT. TUNNELS - NICK & TEAM - SAME - NIGHT                  143

     Nick kneels down to inspect some debris. An old
     SCREECHING SOUND is heard in the distance. Suddenly the
     ground begins to quake. Dust falling. The SCREECHING
     gets louder and louder.

     Raymond moves up to Nick and points ahead. Nick nods in
     nervous agreement. Just as they move towards the sounds
     the ENTIRE WALL OF THE TUNNEL COLLAPSES next to them.

     Bursting through the tunnel wall GODZILLA appears. His
     enormous claws burrowing, he makes his way through and
     into the tunnel. Quickly he moves past the team.

     The team DIVES into a cross tunnel just as the colossal
     beast BLASTS past them, barely missing them.


144  INT. 23RD STREET SUBWAY STATION - TUNNEL ENTRANCE          144

     Audrey and Animal have just gotten into the tunnel
     entrance. The entire place is shaking. Audrey is in a
     panic.

                            AUDREY
               Animal, let's get out of here.

     But Animal hoists his camera and starts filming as
     SOMETHING is moving TOWARDS them. Audrey is tugging at
     him as the shaking gets more violent. With all her
     strength, she finally gets Animal to start moving
     backwards.

     Just as they're out of the tunnel, the CREATURE BLASTS
     outward. Audrey and Animal DIVE into the maintenance
     ducks along side the tracks to avoid collision.


     ANGLE - AUDREY AND ANIMAL

     Animal is shielding Audrey with his body. She looks up
     just in time to SEE Godzilla CRAWLING UP and out through
     the ceiling. An amazing site.

                            AUDREY
               Shoot! Shoot it!

     Animal grabs his camera and gets the last moment of it
     disappearing from view. Once gone, they both break into
     enormous sighs of relief and nervous laughter.


145  INT. TUNNEL - SAME                                         145

     Recovering, Raymond and the team walk back into the main
     tunnel. They near the hole Godzilla just created,
     examining it. Nick climbs into the hole.

                            NICK
               I guess we go this way.

     Raymond and his men follow.


146  INT. COMMAND TENT - WAR ROOM - SAME - NIGHT                146

     Major Hicks is at the radio as the Generals sit behind
     him.

                            MAJOR HICKS
                      (into radio)
               Sergeant, status?


147  INT. CENTRAL PARK - SAME - NIGHT                           147

     The park is bathed in light. Armed troops surround the
     area. Tanks and missile launchers are in place. Sergeant
     O'Neal kneels down by a sandbag fortification.

                            SERGEANT O'NEAL
                      (into radio)
               Any sign of it?


148  EXT. ROOFTOP - SPOTTERS - SAME - NIGHT                     148

     From the rooftop of one of the central park south high
     rises, a team of SPOTTERS scan the area.


     SPOTTER P.O.V. - THROUGH BINOCULARS - GODZILLA

     Moving steadily towards central park, Godzilla makes his
     way up seventh avenue.

                            SPOTTER
               Got him. Section 5, heading north to
               target.


149  EXT. CENTRAL PARK - SERGEANT O'NEAL - SAME                 149

     The Sergeant gives the nod and several teams of shooters
     take off running, taking positions. The tanks turn their
     gun turrets towards downtown, expectantly. Missile
     launchers turn, arming devices locked.


150  INT. COMMAND TENT - WAR ROOM - SAME - NIGHT                150

     Major Hicks stands near a computerized schematic of
     Manhattan. A large RED FLASHING BLIP nears Central
     Park.


151  EXT. SEVENTH AVENUE - GODZILLA - SAME                      151

     Godzilla moves up 7th Ave. He reaches Central Park South
     and STOPS. He glances over to the park where bright
     lights are glaring.

     Something is making Godzilla more cautious this time.
     Unsure he vacillates between moving forward and staying
     within the shelter of the tall buildings.


     ANGLE - O'NEAL - CENTRAL PARK

                            SERGEANT O'NEAL
                      (into radio)
               Don't fire until he's cleared the
               buildings and has moved into the
               park.


     ANGLE - GODZILLA

     Still unsure, he ROARS out, frustrated with his own
     indecision.

                            SERGEANT O'NEAL
               Come on, come on!


152  INT. TUNNELS - SAME - NIGHT                                152

     Nick leads the team through the cross town tunnel
     created by Godzilla. Climbing over the debris, they make
     their way to another opening. We FOLLOW them as they
     clamber through the hole and into...


153  INT. PENN STATION - CONTINUOUS - NIGHT                     153

     The largest subway/rail station in New York. Godzilla
     has torn it to shreds. We get the feeling this is where
     Godzilla has spent most of his time. Scattered fish
     abound.

     High above, there is a immense black hole in the tall
     ceiling. Wherever it leads to is very dark. Nick and
     Raymond stare at the hole together.

                            RAYMOND
               What is up there?


154  EXT. 34TH STREET - MOMENTS LATER - SUBWAY ENTRANCE -       154
     NIGHT

     Climbing the stairs out from the subway, Nick et all
     walk up onto the street to SEE...


     MADISON SQUARE GARDEN

     The team cautiously approaches the building.


155  EXT. CENTRAL PARK - SAME - NIGHT                           155

     Carefully moving out from between the buildings Godzilla
     takes a step into Central Park.

                            SERGEANT O'NEAL
                      (into radio)
               Prepare to fire!

     Guns are cocked, locked on and hoisted. Suddenly
     Godzilla gets cold feet and starts to turn around.


156  INT. COMMAND TENT - WAR ROOM - SAME - NIGHT                156

     The RED BLIP suddenly begins to move away from the
     park.

                            MAJOR HICKS
                      (into radio)
               Damn it! Fire! Shoot it before it gets
               away!


157  EXT. CENTRAL PARK - SAME - NIGHT                           157

                            SERGEANT O'NEAL
               Fire at will! Fire at will!

     All the weapons surround the area FIRE AT ONCE. Several
     more Cobra Helicopters ZOOM DOWN out of nowhere.
     Plunging downward, they FIRE at Godzilla.

     The firepower ripping up everything around him, Godzilla
     ROARS and deftly DIVES out of the park and back between
     the buildings.

     But as he bounds over to 57th street, there is a
     contingency of MOBILE ROCKET LAUNCHERS waiting. They
     FIRE. Godzilla DODGES and the rockets DESTROY PLANET
     HOLLYWOOD as Godzilla races by.

     With the helicopters right on his tail, Godzilla makes a
     westward run across 57th street. Smashing parked
     vehicles and his tail SWIPING buildings as it DASHES.


     WEST SIDE HIGHWAY

     Godzilla is heading straight for it, the helicopters
     SHOOTING from the air. Suddenly Godzilla LEAPS higher
     than we've seen before. He hurls himself OVER the West
     Side Highway and SPLASHES DOWN into the Hudson River,
     vanishing beneath the water's surface.


158  INT. COMMAND TENT - WAR ROOM - SAME - NIGHT                158

     Furious, Major Hicks throws his headset against the
     console violently. ADMIRAL JOHNSTON leans down into
     frame.

                            ADMIRAL JOHNSTON
               Don't worry. The Navy has a little
               something there waiting for him.


     THREE NUCLEAR SUBMARINES

     In the murky waters of the Hudson river.


159  INT. NUCLEAR SUBMARINE - THE ARIZONA - SAME - NIGHT        159

     The alarm KLAXONS are RINGING OUT as everyone rushes to
     battle stations. The CAPTAIN moves over to a sonar
     screen; a large MASS nearby blips on the screen.

                            CAPTAIN
                      (into radio)
               We've got him on sonar. Arizona
               closing in.


160  INT. COMMAND TENT - SAME - NIGHT                           160

     Different monitors have put up a three dimensional
     schematic of the Hudson river. We SEE outlines of the
     three nuclear subs approaching their target.

                            RADIO VOICES
                      (filtered)
               ...Indiana, closing in...Calvin
               Coolidge, closing in...


161  INT. LOBBY - MADISON SQUARE GARDEN - SAME - NIGHT          161

     The doors are pried open. It's very dark in here, only
     the assault team's flashlights illuminate. As they enter
     the lobby, the team splits up into different search
     groups.

     Nick, Raymond and Jean-Claude move down the large front
     lobby and turn down one of the many hallways surrounding
     the main auditorium.


     ANGLE - HALLWAY - ENTRY LEVEL - CONTINUOUS

     Cautiously they move towards us. In the distance we see
     the rest of the team moving the other direction. Raymond
     and Nick arrive at a door leading to the main
     auditorium. Nick is about to push the door open when
     Raymond stops him.

                            RAYMOND
               Jean-Claude.

     On command, Jean-Claude snaps together his automatic
     rifle as Raymond pulls out his semi-automatic pistol. He
     nods "okay" to Nick who slowly opens the door.

     As the door opens a small pile of FISH tumbles down over
     their feet. They step over the fish and enter.


162  INT. AUDITORIUM - ENTRY LEVEL - CONTINUOUS - NIGHT         162

     Total darkness. Nick, Raymond and Jean-Claude cautiously
     step over the fish inside. Only their flashlight beams
     can be seen.


     NICK'S P.O.V. - TRASHED AUDITORIUM

     His beam cruises over the area nearby. It's been gutted.
     Fish lay strewed on the floor everywhere. Suddenly Nick
     spots a strange cluster of OBJECTS. He moves closer.

     Raymond follows. With their combined light we can
     SEE...


     THREE ENORMOUS EGGS

     A pile of reptile eggs nearly twice as tall as they are.
     Raymond walks behind the egg, illuminating it from the
     other side, making it partially translucent. We can SEE
     THE EMBRYO inside the egg and IT'S MOVING!

                            NICK
               Three eggs. I thought there would be
               more.

                            RAYMOND
               You were right.

     Slowly Nick turns and SEES what Jean-Claude is staring
     at open jawed...


     DOZENS OF EGGS

     Together their beams of light scan across the main
     auditorium floor surrounding the gaping hole to discover
     DOZENS OF EGGS piled in clumps everywhere.

                            NICK
               That can't be. That's got to be over
               twenty eggs.


163  INT. OTHER HALLWAY - SAME - NIGHT                          163

     Another of Raymond's men (R-MAN #2) has found a
     switchboard, he examines the switches.


164  INT. PENN STATION - SAME - NIGHT                           164

     Animal and Audrey are wandering through the debris.

                            AUDREY
               Okay, where'd they go from here?


165  INT. OTHER HALLWAY - SAME - NIGHT                          165

     R-MAN #2 locates the switch he's looking for and hits
     it.


166  INT. AUDITORIUM - SAME - NIGHT                             166

     Nick, Raymond and Jean-Claude are stunned as the work
     lights suddenly TURN ON illuminating the room,
     revealing...


     HUNDREDS OF EGGS

     All over the main auditorium floor. A stunning tableau.
     Nick is speechless. Raymond turns to him.

                            RAYMOND
               Start counting.


167  INT. PENN STATION - SAME                                   167

     The light filters down from the gaping hole in the
     ceiling.

                            ANIMAL
               They must have climbed all the way up
               into there.

     Together they notice some large metal piping that has
     fallen from the auditorium. They move over to it and
     begin to climb.


168  EXT. UNDERWATER - HUDSON RIVER - NUCLEAR SUB - NIGHT       168

     The Arizona races past us.


169  INT. COMMAND TENT - WAR ROOM - SAME - NIGHT                169

     We follow a runner who hands a report to the Admiral who
     is conferring with the General and Major Hicks by the
     schematic. The Admiral reads the report.

                            ADMIRAL JOHNSTON
               They've surrounded the target just at
               the mouth of the Hudson river.


170  EXT. UNDERWATER - GODZILLA - SAME - NIGHT                  170

     He swims at enormous speed heading directly at the
     Arizona.


171  INT. SUBMARINE - ARIZONA - SAME - NIGHT                    171

     The lights dim as they prepare for battle.

                            CAPTAIN
               Are we locked on?

                            ENSIGN
               Locked on, Captain.

                            CAPTAIN
               Fire.


172  EXT. UNDERWATER - GODZILLA - SAME - NIGHT                  172

     The torpedo is FIRED and comes darting directly at
     Godzilla who abruptly SWERVES. The torpedo, however,
     FOLLOWS him.


     ANGLE - SUBMARINE - CALVIN COOLIDGE

     From the other direction, closing in. Godzilla DIVES,
     skidding close to the bottom. The TORPEDO begins to
     close the gap.

     Suddenly Godzilla SHOOTS UPWARDS heading directly for
     the underside of the Calvin Coolidge.


173  INT. CALVIN COOLIDGE SUB - BRIDGE - SAME - NIGHT           173

     The Calvin's CAPTAIN rushes over to the sonar screens.

                            ENSIGN #2
               He's shifted course. He's heading
               right at us!

                            CALVIN'S CAPTAIN
               Full stern!


174  EXT. UNDERWATER - GODZILLA - SAME                          174

     Godzilla RAMS the underside of the Calvin Coolidge
     before she can turn. The entire sub SPINS, TWISTING OVER
     its side and colliding directly with...


     THE TORPEDO

     slams into the side of the rolling and dented nuclear
     submarine. With a CONCUSSION the sub EXPLODES.


175  EXT. HUDSON RIVER - SAME                                   175

     An enormous SPRAY OF WATER erupts from the river,
     bubbles and debris float to the surface.


176  INT. COMMAND TENT - SAME                                   176

     The computerized representation of the Calvin Coolidge
     VANISHES off the monitor.

                            RADIO OPERATOR
               We've lost the Coolidge, Sir.

     The Admiral burns.


177  INT. ARIZONA SUBMARINE - SONAR CONSOLE - SAME - NIGHT      177

     The BLIP representing Godzilla turns.

                            ENSIGN
               He's shifted course, Sir. He's heading
               back towards Manhattan.

                            CAPTAIN
               Full ahead. Close in and lock on.


178  EXT. UNDERWATER - GODZILLA - SAME - NIGHT                  178

     Godzilla attempts to make his way back to the shore. The
     Indiana and Arizona close in on either side.


179  INT. ARIZONA - SAME                                        179

                            ENSIGN
               Locked on, Sir.

                            CAPTAIN
               Fire!


180  EXT. UNDERWATER - GODZILLA - SAME - NIGHT                  180

     Boxed in from either side, Godzilla RACES through the
     water. At the same moment both submarines FIRE their
     torpedoes.

     Godzilla reaches the underwater shoreline of Manhattan
     and begins BURROWING FURIOUSLY. As his gigantic claws
     start DIGGING up earth, an enormous TURBULENCE of clouds
     and dirt cloud the waters around him, cloaking him.


181  INT. ARIZONA - SAME - NIGHT                                181

     The Captain and his Ensign are at the Sonar. We TRACK
     two torpedoes approaching target (Godzilla).

                            ENSIGN
               Impact in eight seconds, seven,
               six...


182  INT. COMMAND TENT - WAR ROOM - SAME - NIGHT                182

     Huddled around the schematic and radio, they hear...

                            ENSIGN (O.S.)
                      (filtered)
               ...five, four, three...


183  EXT. UNDERWATER - SAME                                     183

     The torpedoes ENTER into frame and disappear into this
     undersea dust cloud. An enormous EXPLOSION BLASTS from
     its center, waves of concussion reverberate.


184  EXT. BATTERY PARK - MANHATTAN - SAME - NIGHT               184

     With the EXPLOSION and enormous TIDAL WAVE rises and
     CRASHES DOWN over battery park with tremendous impact.
     Parked cars and phone booths are washed away.


185  INT. ARIZONA SUBMARINE - SAME - NIGHT                      185

     The ENSIGN checks the SONAR.

                            ENSIGN
               Direct hit!

     The crew erupts in cheers.


186  INT. COMMAND TENT - SAME - NIGHT                           186

     They hear the cheering from the sub over the radio.

                            SOLDIER
               They got 'em!

     The Generals congratulate each other and Major Hicks.


187  EXT. UNDERWATER - SAME - NIGHT                             187

     Toppling down out of the murky turbulence, we SEE
     Godzilla falling away from the shoreline, backwards the
     ocean floor, drifting down to the bottom of the Hudson
     river like so many cement shoed gangsters.


188  INT. MADISON SQUARE GARDEN - SAME - NIGHT                  188

     Raymond and his men are laying out the plastic
     explosives around the room by the clumps of eggs.
     Jean-Claude walks up to Raymond.

                            JEAN-CLAUDE
               We do not have enough explosives.

     Raymond turns and sees Nick, across the room studying a
     group of eggs. Raymond goes towards him.


     ANGLE - AUDITORIUM FLOOR - HOLE - SAME

     Crawling out from the hole in the center of the floor,
     Animal and Audrey appear. They're stunned at what they
     see. Quickly Animal hoists his camera and begins to film
     as an amazed Audrey walks through.


     ANGLE - NICK AND EGGS - MID-LEVEL DECK

     Kneeling down along side the eggs, Nick examines them.
     Raymond approaches.

                            RAYMOND
               Nick, we have a problem.

     Nick silences him with a gesture as he moves in to
     listen to the egg. He leans his ear against the shell.
     Suddenly we HEAR a loud CRACK. Nick jumps backwards.

     The shell RUPTURES and an large FISSURE opens up across
     the egg. As we hear other CRACKS O.S., Nick turns and
     SEES more eggs beginning to open all around them.


     ANGLE - AUDREY AND ANIMAL - FLOOR LEVEL

     Hidden in this forest of tall eggs, Animal leans in
     close to one getting video footage of it cracking.
     Audrey nervously watches. What she doesn't see, however,
     is a BABYZILLA, fish hanging from its jaw, as it
     approaches from behind.


     ANGLE - NICK AND RAYMOND

     Stunned, they can only stare as the BABYZILLA BREAKS
     FREE of his shell and gives a mini version of the famous
     WAIL.

                            RAYMOND
               I think we should leave now.

                            NICK
               Good idea.

     The BABYZILLA kneels down and immediately starts
     GOBBLING UP the dead fish laying nearby. Cautiously Nick
     and Raymond slowly back away until they are a far enough
     distance, they they break into a run and head for the
     exit.


     ANGLE - AUDREY AND ANIMAL - FLOOR LEVEL

     The Babyzilla continues to chomp on its fish as it nears
     Audrey. Animal continues to shoot the cracking egg.

                            ANIMAL
                      (whispered)
               One more second. This is fantastic.

     Just then Animal turns to SEE the Babyzilla right behind
     Audrey.

                            AUDREY
               Don't you think we have enough?

                            ANIMAL
               Yes. Definitely. Definitely enough.

     Audrey turns to see what Animal is staring at. Her eyes
     go WIDE as she backs up into Animal. Another BABYZILLA
     appear on the other side of them.

                            ANIMAL
               Just be calm. Don't startle them.

     Animal leads Audrey backwards as they make their way
     towards the large "team" entrance at the end of the
     floor. The two Babyzillas swallow their fish and begin
     to SNIFF the air.

     Audrey moves up the isle. An egg CRACKS and an ARM
     breaks out through a shell, GRABBING HER LEG. Audrey
     FREAKS and frantically she KICKS herself free. They both
     suddenly take off running.


189  INT. MID-LEVEL HALLWAYS - SAME                             189

     Nick and Raymond race to the stairwell. Raymond pulls
     out his radio.

                            RAYMOND
                      (into radio)
               Everyone, outside! Now!


     ANGLE - JEAN-CLAUDE - MID-LEVEL DECKS - ACROSS THE ROOM

     Laying down the plastic explosives. Hearing the radio,
     he drops what they're doing just as several eggs near
     them begin to CRACK. Quickly he and his partner take off
     running.


190  INT. FAR BACK WALL - LOWER LEVEL - SAME                    190

     Two other men are still laying cables for the
     explosives. One of them is kneeling in a pile of FISH
     near the eggs.

                            R-MAN #2
               Come on, let's go.

                            R-MAN #3
               One moment. I've almost got this.

     Just then a BABYZILLA pops up behind the eggs, a fish in
     his mouth. He SWALLOWS the fish and begins SNIFFING THE
     AIR. He turns and stares directly at the slowly
     retreating R-MAN #3.

     He smells his own hands and realizes he smells like
     fish, quickly he turns and RUNS.

     But Babyzilla is faster. He runs up from behind and
     LEAPS onto R-MAN #3's back. R-MAN #2 begins to FIRE at
     Babyzilla just as another one TACKLES HIM from the
     side.

     In moments, they are both devoured.


191  INT. TEAM ENTRANCE - FLOOR-LEVEL - SAME                    191

     Audrey and Animal reach the entrance and race inside.
     The main exit doors are locked from the outside. They
     turn back just as...


     THREE BABYZILLAS

     appear in the team entrance doorway SNIFFING THE AIR.
     Audrey SEES something, grabs Animal's wrist and pulls
     him to one of the Locker room doors. It's open.


192  INT. LOCKER ROOM - CONTINUOUS                              192

     Through the door we SEE the Babyzilla approaching as
     Audrey and Animal leap inside, slamming the door behind
     them. There is a sudden THUD against the door.

     Animal rushes over to a large LOCKER CABINET and, with
     all his strength, PUSHES it over, blocking the door.

                            AUDREY
               Great. Now what do we do?


193  INT. HALLWAYS - MID-LEVEL - SAME                           193

     Nick and Raymond run up to another open doorway and look
     inside.


     NICK'S P.O.V. - AUDITORIUM

     Dozens and dozens of eggs HATCHING. BABYZILLAS
     everywhere begin to awaken and immediately begin to
     devour all the fish. A Babyzilla appears only feet away
     and turns and stares directly at us.

     Quickly Raymond slams the doors shut as they both
     retreat back into the hallway. Raymond SMASHES the glass
     covering of a nearby FIRE HOSE and raps it around the
     door handles, locking it closed.

     Suddenly a loud THUD as something begins to BANG against
     the locked doorway.

                            RAYMOND
               We've got to lock them inside while we
               can.

     Raymond tosses his cellular phone to Nick.

                            RAYMOND
               Contact the military and get them to
               send a bomber to blow up this building
               before these things escape.

                            NICK
               How do I do that?

                            RAYMOND
               555-7600. Tell them it's a code
               dragonfly. They should get you
               through.

     Amazed by Raymond, Nick just stares at him.

                            RAYMOND
               What are you waiting for?

     Nick snaps out of it and dials.

                            OPERATOR
                      (filtered)
               ...all circuits are busy right now.
               Please hang up and try again...


194  EXT. GEORGE WASHINGTON BRIDGE - SAME - NIGHT               194

     A large and ANGRY mob has gathered at the roadblock to
     the bridge. People, their cars packed with belongings,
     are screaming to be let back into Manhattan. Horns honk
     and the blockade guards are getting nervous.


195  INT. COMMAND TENT - SAME - NIGHT                           195

     The Mayor marches over to Major Hicks who is consulting
     with the Generals.

                            MAYOR
               Do you have any idea what's going on
               out there? The phones are ringing off
               the hook with people screaming to be
               let back into the city.

                            MAJOR HICKS
               We're sending divers into the river
               now to retrieve the body.

                            MAYOR
               That thing's dead. What the hell are
               we waiting for?

     Just then Elise rushes over to the Major.

                            ELSIE
               Major, if Nick is right, this could be
               our last chance to do something about
               it. We have to search for the nest,
               now.

     Major Hicks is torn. Finally he nods in agreement,
     turning to another officer.

                            MAJOR HICKS
               Organize a search party. I want a
               complete sweep of the entire city and
               subway system.

                            MAYOR
               You don't have the authority to do
               that.

     The Major turns and cooly approaches the Mayor.

                            MAJOR HICKS
               Try and stop me.

     Major Hicks smiles at the Mayor who exits, petulantly.


196  INT. AUDITORIUM - MADISON SQUARE GARDEN - DOORWAY -        196
     NIGHT

     We SEE dozens and dozens of Babyzillas fighting with
     each other over the last of the fish. Suddenly this
     image is SLAMMED SHUT as doors are closed and a FIRE
     HOSE is rapped around door handles. We widen to
     reveal...

     Raymond fastening the hose around the door. Secured,
     Raymond takes off running.


197  INT. MADISON SQUARE GARDEN - HALLWAY - SAME                197

     Nick is on the pay phone frantically dialing as Raymond
     comes up. We hear a BUSY signal from the phone. Nick
     dials again.

                            RAYMOND
               What'd they say?

                            NICK
               I can't get through. I don't know
               what's wrong.

                            OPERATOR
                      (filtered)
               ...all circuits are busy right now...

     Jean-Clude and his partner arrive.

                            JEAN-CLAUDE
               We've secured the doors on both
               levels.

                            RAYMOND
               Where's Luc and Pierre?

                            JEAN-CLAUDE
               They didn't make it.

                            RAYMOND
                      (quickly recovering)
               Nick, my men and I will hold them
               here. You will have to go and get
               help!

     Nick nods in agreement and takes off down stairs. The
     rest of the team SNAP TOGETHER their automatic rifles
     and prepare for a fight.


198  INT. LOCKER ROOM - SAME                                    198

     Animal and Audrey are checking out every corner of the
     room.

                            ANIMAL
               There's got to be another way out of
               here.

     Audrey climbs up onto a table and yanks out a grate
     covering the air vent.

                            AUDREY
               Think we can fit up in there?

                            ANIMAL
               Only one way to find out.

     He rushes over to her and helps her climb up inside.


199  INT. FLOOR-LEVEL HALLWAYS - SAME                           199

     Jean-Claude sends Luc up ahead as they guard the
     doorways. A loud THUMP is heard on the door they are
     guarding. Each turns their weapon towards the doors.
     Suddenly a portion of WALL BETWEEN THEM COLLAPSES.

     A DOZEN BABYZILLAS leaping through the plaster. As they
     spill out into the hall, Jean-Claude attempts to open
     FIRE. One of the Babyzilla's is HIT.

     His brothers ATTACK. Luc from the other side tries to
     lay down cover fire but he's overrun by the herd.


200  INT. HALLWAY - MAIN LOBBY LEVEL - SAME                     200

     Nick comes racing down the stairs and into the hallway.
     Just then, he passes a locked door, BANGING on the other
     side.

     Just up ahead he can SEE the main lobby. But before he
     can get there, a LOUD CRASH is heard as the locked door
     in front of him SMASHES TO BITS as...


     DOZENS OF BABYZILLAS

     Flood into the main lobby only a few yards ahead. Nick
     slams on the breaks and quietly tries to back away. He
     turns to run the other directions when...


     MORE BABYZILLA

     Come BURSTING THROUGH the locked door behind him. Pinned
     down with no way out. Nick SEES the elevator nearby and
     races over, slamming his hand against the button.

                            NICK
               Come on, come on.

     The Babyzillas by the front door spot Nick. A couple of
     them start to SNIFF THE AIR and start to move towards
     him. Behind, the Babyzilla also catch the scent and
     turn.

                            NICK
               This is not good.

     Just then the elevator doors open, Nick LEAPS inside.


201  INT. ELEVATOR - SAME                                       201

     Nick frantically pushes the CLOSE DOOR button but it's
     painfully slow to react.

                            NICK
               I hate these things!

     Just then the Babyzillas appear. They're just about to
     move in when the doors finally CLOSE. Nick breaths a
     sigh of relief just as a loud THUD is heard as one of
     them SLAMS against the door. It's too late, the elevator
     begins to rise.


202  INT. AIR VENT - SAME - NIGHT                               202

     Climbing upward, Animal reaches a plateau and crawls
     into cross vent. He reaches back and grabs his camera.
     Putting it down he turns back and helps Audrey up and
     in.

                            ANIMAL
               You okay?

     Out of breath, she nods. Animal takes the lead again,
     pushing his camera in front of him. He reaches another
     vent that looks down. He's about to pull it free when
     something catches his eye.


     ANIMAL'S P.O.V. - THROUGH VENT - RAYMOND

     Standing guard, automatic rife in hand, Raymond appears
     with his back toward us. Animal lifts his camera to
     shoot.

                            AUDREY
                      (whispered)
               What? What is it?

     Animal doesn't answer, he just shoots.


203  INT. HALLWAY - SAME                                        203

     The elevator doors open and Raymond SWERVES his gun
     around ready to shoot. Frightened, Nick throws his hands
     in the air.

                            NICK
               Hey, it's me!


204  INT. VENT - SAME                                           204

     Audrey has pushed her way up alongside of Animal to peer
     down through the grating.

                            RAYMOND
               What happened?


205  INT. HALLWAY - SAME                                        205

     Nick keeps dialing the cell phone, still busy.

                            NICK
               They're loose. They're allover the
               main lobby. I couldn't get out.

     Just then the vents above COLLAPSES and Animal and
     Audrey come tumbling down. In a flash, Raymond has his
     weapon trained on their heads.

                            RAYMOND
               Who the hell are you?

                            NICK
               It's okay. I know her.

     Raymond turns his gun towards the fallen video camera
     and FIRES, ripping the camera apart.

                            ANIMAL
               Hey! What gives?

                            RAYMOND
               No cameras.

     Nick moves to Audrey's side, helping her up.

                            NICK
               What are you doing here?

                            AUDREY
               I thought you said there'd only be a
               dozen eggs.

                            NICK
               I was wrong.

     Just then a LOUD THUMP is heard against the near locked
     door. The THUMPING gets louder and heavier.

                            RAYMOND
               Do you have a radio, a walkie-talkie?
               Anything we can use to contact the
               outside.

                            AUDREY
               What about the phones?

                            NICK
               Circuits are overloaded.

                            AUDREY
                      (gets an idea)
               I know a way. I know how you can get
               a message out of here.

     The door BURSTS OPEN and TWENTY BABYZILLAS stampede into
     the hallway. Audrey is fast on her feet.

                            AUDREY
               This way.

     She takes off running and they follow. The Babyzillas
     give chase. Animal, hangs back and runs over to the
     destroyed video camera and PULLS OUT THE TAPE. Just as
     he does, the Babyzillas are nearly on top of him. He
     dashes off.


     ANGLE - END OF HALL - BACK DOOR

     Audrey gets there first and opens the small doorway that
     leads to a back stairwell, she ushers the rest inside.

     She slams the door behind her as the Babyzillas appear
     and begin to SNIFF the doorway.


206  INT. HALLWAY - LUXURY BOXES - SAME - NIGHT                 206

     They spill out into the hall and rush past all the
     luxury boxes overlooking the auditorium.

                            AUDREY
               Come on, the broadcast booth is right
               over here.

                            NICK
               How do you know?

                            AUDREY
               Our network covers the Ranger games.


207  INT. MID-LEVEL - END OF HALL - BACK DOOR                   207

     The Babyzillas are gathered by the doorway SNIFFING. One
     of the more aggressive ones starts to CLAW at the door,
     RIPPING into it. Another charges it, THUD.


208  INT. LUXURY BOX HALLWAY - SAME                             208

     They rush up to a door marked BROADCAST BOOTH. Audrey
     tries the door, it's locked. Animal charges his shoulder
     into it, but it doesn't give.

     Raymond gently moves Animal out of the way and SHOOTS
     the lock to pieces. He opens the door for everyone to
     enter.


209  INT. BROADCAST BOOTH - SAME - NIGHT                        209

     They rush into the empty broadcast booth. Animal turns
     on the lights as Audrey goes over and boots the computer
     terminal. Raymond moves some equipment against the door,
     securing it closed.

                            AUDREY
               The network is on an intranet. It's a
               direct feed into our computer system.

                            NICK
               Your station won't have any easier
               time contacting the military than I
               did.

     That stumps her. Animal gets an idea.

                            ANIMAL
               When you worked with them, did they
               monitor the news broadcasts?

                            NICK
                      (getting the idea)
               Yes, they did.

                            ANIMAL
               We'll go live! We'll broadcast from
               here. Hopefully they'll see it.


210  INT. MID-LEVEL - END OF HALL - BACK DOOR                   210

     More of the creatures have gathered by the door. Two
     more CHARGE and the door collapses. The Babyzillas rush
     up the stairs.


211  INT. WNEW NEWS TRUCK - EDITING BAY - SAME                  211

     Ed is watching the news feed. Caiman is on.

                            CAIMAN
                      (filtered)
               ...Yes, the threat is over but the
               pain continues...

     Suddenly Ed's computer begins to BEEP. Ed slides his
     chair over and looks at his monitor. It reads NEW MAIL:
     URGENT! He double clicks it and a letter pops up that
     reads. Ed pick up transponder CFX 1 and watch the feed.

                            ED
                      (to himself)
               There's no Ranger game on tonight.

     Ed makes a couple of adjustments on his controls and
     turns on a blank monitor. He SEES...


     C.U. MONITOR - AUDREY

     Racing in front of the camera we SEE Audrey in the
     control booth.

                            AUDREY
               ...If you're seeing this, Ed, please
               put us on Live! This is urgent! I know
               this sounds crazy Ed but you have to
               do it. Please, trust me.

                            ED
                      (incredulous)
               I'm not putting you on live!


212  INT. BROADCAST BOOTH - SAME                                212

     Nick turns on a small television and we still SEE Caiman
     doing the news. Audrey turns to Animal.

                            AUDREY
               He's not going to do it.

                            ANIMAL
               Oh yes he will.

     Animal turns the camera and points out the window at the
     BABYZILLA'S below.


213  INT. WNEW NEWS TRUCK - SAME                                213

     Ed's eyes nearly pop out of his head.

                            AUDREY
                      (filtered)
               Ed, you see that? They'll be all over
               the city if we don't stop them!

     Ed rushes over to the console and goes to work.


214  INT. COMMAND TENT - SAME                                   214

     The mode is festive.  The Generals are preparing to leave
     as is Major Hicks. Sergeant O'Neal and some of his men
     are watching the t.v. news.

                            CAIMAN
                      (filtered)
               ...as our fears have been allayed
               thanks to the dedicated work of our
               boys in uniform...

     Everyone in the room begins to cheer. Suddenly Caiman's
     image goes fuzzy. In a moment it's replaced by Audrey.

                            AUDREY
                      (filtered)
               Are we on? Are we live?


215  INT. BROADCAST BOOTH - SAME                                215

     Nick SEES Audrey on the t.v. and gives her the thumbs
     up.

                            AUDREY
               We're live from inside Madison Square
               Garden where Dr. Niko Tatopoulos has
               discovered the beasts lair. Doctor,
               tell us what is happening here.

     Animal swerves the camera over to Nick. Raymond stays
     back behind the camera, watching.

                            NICK
               We've discovered over two hundred eggs
               which began hatching only moments ago.


216  INT. LUXURY BOXES HALLWAY - SAME                           216

     The creatures come bursting out of the stairwell and
     flood into the hall. Sniffing around they pick up the
     scent and take off.


217  INT. COMMAND TENT - SAME                                   217

     A Soldier tugs on Major Hicks shoulder, try to get his
     attention.

                            MAJOR HICKS
               What is it?

                            SOLDIER
               You better see this.

     The Major turns around just in time to SEE Nick on the
     t.v.

                            NICK
               If the military are listening, they
               must immediately destroy this building
               before they can escape.

                            AUDREY (O.S.)
               Oh my God! They're coming!

     The camera SWERVES to SEE through the luxury booths
     across from them, the dozens of Babyzillas approaching.


218  INT. LUCY'S APARTMENT - BEDROOM - SAME                     218

     The bedroom is packed with Lucy's "guests" as they watch
     the t.v., SEEING the Babyzillas.

                            LUCY
               Oh my God!

     On the screen the image turns to Nick.

                            NICK
                      (filtered)
               If those creatures escape and
               multiply, in a very short time a new
               species will emerge. One that could
               replace us as the dominant species of
               this planet.


219  INT. COMMAND TENT - SAME                                   219

     Major Hicks is on the phone.

                            MAJOR HICKS
                      (into phone)
               That's correct, I want you to blow up
               Madison Square Garden. No I'm not
               drunk.
                      (to O'Neal)
               Contact the news station. Tell them
               we're on the way.


220  INT. BROADCAST BOOTH - SAME - NIGHT                        220

     Raymond spots a large spool of co-axle cable. Quickly he
     ties it to the support beam.

                            AUDREY
               Reporting live from Madison Square
               Garden, this is Audrey Timmonds,
               WNEW.


221  INT. AUDREY'S APARTMENT - BEDROOM - SAME                   221

     Everyone is breathless watching the news. Lucy beams.

                            LUCY
               That's my girl.


222  INT. BROADCAST BOOTH - SAME                                222

     Animal lowers the camera and everyone is silent.

                            NICK
               Thanks, Audrey.

     The computer beeps, Animal reads the message.

                            ANIMAL
               The good news is they got the message.
               The bad news is we've got five and a
               half minutes to get out of the
               building.

     Suddenly the room ROCKS as the Babyzillas begin crashing
     against the blocked door. Raymond jumps to his feet.

                            RAYMOND
               Okay, party's over. Time to leave.

     With that he SPRAYS bullets into the front glass window
     SHATTERING IT. Glass rains down below. Raymond tosses
     the spool of cable out the broken window.

                            RAYMOND
               Anyone care to join me?

     Animal dislodges one of the video cameras, hoists it on
     his shoulder and moves over to join Raymond.


223  EXT. AIR BASE - F-18 SQUADRON - SAME - NIGHT               223

     Several F-18's prepare to take flight. We focus on one,
     an enormous bomb attached under its wing. The F-18 taxis
     away from us.


224  INT. MADISON SQUARE GARDEN - AUDITORIUM - SAME             224

     Repelling down from the broken window of the broadcast
     booth, Animal and Raymond land on the upper-level
     balcony. Raymond signals to the others to follow.


225  INT. BROADCAST BOOTH - SAME                                225

     Audrey and Nick are nervous as they stare at the long
     drop down. The door is begging to give way from the
     repeated THUMPING. Suddenly Audrey leans over and kisses
     Nick.

                            AUDREY
               In case I can't later.

     With that she JUMPS out, repelling downward. Nick is
     stunned by the unexpected kiss. Suddenly the door GIVES
     and the Babyzilla FLOOD into the room. Nick jumps.


226  INT. AUDITORIUM - CONTINUOUS                               226

     Audrey hits the ground followed by Nick. Raymond leads
     as they make their way out.

     On the other end of the room some Babyzilla appear in a
     doorway and watch our friends scurry away. The
     Babyzillas take off in hot pursuit.


227  INT. DARK SKIES - F-18 SQUADRON - NIGHT                    227

     The F-18's fly in formation. Their leader carrying the
     same bomb we saw loaded earlier.


228  INT. FLOOR-LEVEL HALLWAY - SAME - NIGHT                    228

     Raymond, guns in each hand, comes rushing into the
     hallway. He SEES a small group of Babyzillas down the
     hall and gestures for the group to go the other way.

     Raymond backs away, guns trained on the Babyzillas who
     SNIFF the air and decide to pursue. Raymond turns and
     runs.


     ANGLE - FARTHER DOWN HALLWAY - AROUND THE CORNER - SAME

     As they tear forward they nearly run smack into a heard
     of several dozen Babyzillas who are tearing the
     concession stands to ribbons looking for food.

     Spotted, the Babyzillas LEAP forward after the team.
     Raymond spots the escalators across the hall.

                            RAYMOND
               The escalators, hurry!


229  EXT. SKIES - F-18'S - NIGHT                                229

     We FOLLOW the squadron as they pass us to reveal the
     beautiful MANHATTAN SKYLINE approaching.


230  INT. ESCALATOR CORRIDOR - MADISON SQUARE - SAME            230

     The team races into the corridor. Animal reaches down
     and hits the POWER button near the moving stairs. The
     escalator comes to life.

     The team runs down the "down" escalators as the
     Babyzillas flood into the corridor. Some try to go down
     the "up" escalator and fall all over themselves. Others
     are spooked by the moving down escalator. Finally, the
     brave ones begin to LEAP down the "down" escalator.


231  INT. MAIN LOBBY HALLWAY - SAME                             231

     Racing out of the escalator corridor the team moves into
     the main lobby and FREEZES. They are surrounded on all
     sides by Babyzillas!

     Like the scene in Hitcock's "The Birds" it is eerily
     still as everyone freezes.


232  EXT. MANHATTAN SKYLINE - F-18'S - NIGHT                    232

     Closing over the city, the lead bomber breaks formation,
     flying lower, closer to the rooftops.


233  INT. COCKPIT - HUD DISPLAY - NIGHT                         233

     Through the windshield's Heads-Up-Display (HUD) we SEE a
     target LOCKING ON, flashing.

                            PILOT
               I'm locking on now.


234  INT. MAIN LOBBY - MADISON SQUARE - SAME                    234

     As several SNIFF THE AIR, they begin to CLOSE IN. The
     Babyzillas from the escalator corridor finally get to
     the ground level and rush over from behind.

     Raymond spots the large hanging CHANDELIERS in the front
     lobby. He FIRES a short BURST, SLICING the cable
     supporting the chandelier.

     The chandelier DROPS and SHATTERS in the center of the
     main lobby. The Babyzillas scatter, opening a pathway to
     the front door.

                            RAYMOND
               Go! Now!

     Raymond PUSHES the team forward as he takes the rear
     through the pathway which begins to close up as they
     pass through.

     The Babyzillas recover and begin to charge. As Raymond
     passes some CANDY MACHINES, he grabs one and SMASHES IT
     to the ground.


     THOUSANDS OF GUM BALLS

     Scatter all over the floor. As the Babyzillas run, they
     begin to stumble allover each other, tripping on the
     gum balls.

     Animal is the first to reach the main door, he opens it
     and Audrey and Nick are the first to exit. Raymond,
     FIRING MADLY behind as he rushes for the door.


235  INT. COCKPIT - F-18 - NIGHT                                235

     The locked FLASHES RED.

                            PILOT
               Stallion 15, Fox 6.


236  EXT. SKIES - F-18 - BOMB - NIGHT                           236

     The immense BOMB drops and takes flight on its own. We
     can see it's heading directly for MADISON SQUARE
     GARDEN.


237  EXT. MADISON SQUARE GARDEN - NIGHT                         237

     Raymond exits and Animal shuts the door behind him. The
     Babyzillas SLAM against the doors. It takes all of
     Animal's and Raymond's strength to hold the doors
     closed.

     Raymond slides his rifle barrel between the handles as a
     temporary lock. He pulls Animal away and they take off
     running.


     BOMB'S P.O.V. - MADISON SQUARE - NIGHT

     Rapidly approaching the famous forum.


     ANGLE - RAYMOND, ANIMAL

     Not far behind Nick and Audrey as they race from the
     building. Behind them we SEE...


     BOMB AND BUILDING

     Collide and an ENORMOUS EXPLOSION ERUPTS, engulfing the
     entire building in a mountain of flame.

     Raymond, Animal, Audrey and Nick are THROWN several feet
     forwards, toppling to the ground from the incredible
     impact.

     As the building CRUMBLES in FLAMES we HEAR several of
     the Babyzillas SCREAMING. Soon they are silenced.

     Slowly Nick sits up and turns to Audrey. They're both
     shaken up. Nick touches her cheek gently.

                            NICK
               Are you okay?

                            AUDREY
               Somehow I never thought your life was
               this exciting.

                            NICK
               You'd be surprised.

                            AUDREY
               Really? I'd like to find out.

     She hugs him tightly. Nick smiles. Animal turns to
     Raymond who has cut above his eye.

                            ANIMAL
               Hey Man, you all right?

                            RAYMOND
               I could use a coffee.

     We begins to pull away from this tableau, slowly lifting
     upwards when suddenly...


     THAT FAMOUS WAIL

     Is heard! Then, violently BURSTING up through the ashes,
     a very angry GODZILLA emerges!

     Bleeding from his injuries, Godzilla leans down and
     nuzzles the burned out remains of his young. For the
     first time in the film we can SEE a partial expression
     of Godzilla's face; pain.

     But quickly that pain turns to burning anger as he
     focuses his hatred downwards, staring directly, and
     accusingly, at our heroes.

                            NICK
               Ohhhhhhhh.....shit.

                            ANIMAL
               What do we do?

                            RAYMOND
               Running would be a good idea.

     And they do just as Godzilla POUNCES. Fortunately our
     team DARTS around a corner just in time.


238  EXT. SIDE STREET - SAME                                    238

     As our heroes come rushing around a corner, Godzilla
     BURSTS THROUGH the building in front of them, sealing
     off their exit. Raymond notices a very narrow alley.


     ANGLE - ALLEY WAY

     Raymond leads them through this slim alley between to
     large brick buildings. They run for their lives as
     Godzilla appears behind them.

     His claws are too big to reach into the alley so he
     BULLDOZES his way into it, the building ripping apart as
     he marches forward.

     Bricks go FLYING as debris showers down on our team just
     they make their way to the other side.

     Slowed down by the the position of the alley, Godzilla
     SWINGS his arms violently to clear a path.


239  EXT. 29TH STREET - CONTINUOUS - NIGHT                      239

     Racing from the alley Raymond races over to a parked
     YELLOW CAB.


240  INT. CAB - CONTINUOUS - SAME                               240

     In one deft move, Raymond draws a screwdriver out of his
     belt, pops the ignition device off the steering column
     and hot wires the car in under 15 seconds. It's
     amazing.

     As he does this the others pile into the car. Not even
     completely all in, Raymond takes off as soon as the
     engine turns over. Animal nearly falls out.


241  EXT. 29TH STREET - CONTINUOUS - NIGHT                      241

     Just as GODZILLA bursts out from between the buildings
     the CAB DARTS away, squealing around the next corner.


242  EXT. 8TH AVENUE - CONTINUOUS - NIGHT                       242

     Power sliding around the wet street corner, the Yellow
     Cab FISHTAILS onto 8th Ave. Whipping around the corner
     behind them Godzilla appears.

     As he's MUCH faster, he nearly overtakes the car in a
     single LEAP but the cab SWERVES AGAIN moving down
     another street.


243  EXT. 27TH STREET - SAME                                    243

     The cab darts onto 27th street. DEBRIS tumbles down in
     their path as GODZILLA SMASHES through another
     building.


244  INT. CAB - SAME                                            244

     The rear window SHATTERS as falling bricks and debris
     HIT THE CAR. Again, the Cab darts down a small side
     street.


245  EXT. LEWELLEN DRIVE - SAME                                 245

     Using this small cut-across, the cab quickly exits out
     onto the next main street (28th). Godzilla rushes down
     the side street, his TAIL shattering buildings as he
     does.


246  INT. CAB - SAME                                            246

     Animal fumbles with his camera trying to get it to power
     up. The light goes ON and Animal quickly holsters it and
     begins filming out the shattered back window.

                            AUDREY
               Cut uptown, take 8th to 57th then cut
               up Broadway.

                            ANIMAL
               You're crazy, go to the east side and
               take the park avenue to the JFK.

                            AUDREY
               The JFK? In the rain!?


247  EXT. STREET - CAB & GODZILLA - NIGHT                       247

     LEAPING forward, Godzilla BITES down, SNAPPING at the cab
     as it SWERVES just out of danger, gunning it.


248  INT. CAB - SAME - NIGHT                                    248

                            ANIMAL
               What are you talking about? The east
               side is always faster.

                            AUDREY
               But we can get to the west side
               faster.

     Through the rear window we SEE Godzilla SNAPPING down
     trying to take a bite. The cab, again, SWERVES wildly,
     darting down a side street.

                            RAYMOND
               Somebody make up your mind!

                            AUDREY & ANIMAL
               Take central park!


249  EXT. 8TH AVENUE - SAME                                     249

     Taking her advice, Raymond swerves up 8th Ave. uptown.
     He GUNS IT and RACES up ahead.


250  EXT. 28TH STREET - SAME                                    250

     The last two turns of the cab have temporarily
     disoriented Godzilla who looks around to find the cab.
     He moves up a block and begins to look around.


     GODZILLA'S P.O.V. - CAB - SAME - NIGHT

     Several blocks ahead, Godzilla spots the cab. He narrows
     his eyes and WAILS ANGRILY. Suddenly he BOLTS after the
     cab.


251  INT. CAB - SAME                                            251

     Animal clears away the broken glass and leans out the
     back window.


     ANIMAL'S P.O.V. THROUGH WINDOW - GODZILLA

     Gaining on them GODZILLA is in hot pursuit.

                            ANIMAL
               Better step on it Frenchie!


252  EXT. MEADOW - SAME                                         252

     The military is cleaning up the trap from before.
     Sergeant O'Neal SPINS as the cab LEAPS out from behind
     the trees.

                            SERGEANT O'NEAL
               What the hell....?

     The cab POWER SLIDES right past and out of the Meadow
     again just as GODZILLA STOMPS directly into the clean up
     crew. Soldiers DIVE for cover as others scramble out of
     the way.

     Godzilla MARCHES after the cab, his tail SWIPING several
     vehicles which tumble, crashing into the troops.

     In a flash, Godzilla disappears back into the forest on
     the other side. O'Neal grabs his radio.

                            SERGEANT O'NEAL
               Command, Command, this Sergeant
               O'Neal. He's back!


253  INT. COMMAND TENT - SAME - NIGHT                           253

     Major Hicks moves over towards the radios.

                            MAJOR HICKS
               Captain Rogers, do we still have those
               F-18's in the air?

                            RODGERS
               They're heading back to base now,
               sir.

                            MAJOR HICKS
               Turn 'em around.


254  EXT. BROADWAY - UPTOWN - SAME                              254

     The cab heads up the deserted streets, racing full
     tilt.


255  INT. CAB - SAME                                            255

     Animal pulls himself back into his seat.

                            ANIMAL
               I think we lost him.


256  EXT. BROADWAY - SAME                                       256

     Wrong again! Leaping out several blocks ahead, GODZILLA
     emerges. He KNEELS DOWN and gives a gigantic POWER BLAST
     of his BREATH.

     Cars, street signs, vending machines SAIL BACKWARDS from
     the force.

     A Newspaper vending machine SLAMS into the hood of the
     cab as the cab SQUEALS around a corner, avoiding the
     rest of the onslaught of debris.


257  EXT. SKIES - SAME                                          257

     The F-18's BANK and head back towards Manhattan.


258  EXT. HARLEM - SAME - NIGHT                                 258

     Racing up through the streets of Harlem we SEE the cab.


259  INT. CAB - SAME                                            259

     Everyone is looking around for the creature.

                            RAYMOND
               Anyone see him.

     Suddenly from behind, Animal spots the creature several
     blocks behind. Again, he lifts the camera.


     ANIMAL'S P.O.V. - GODZILLA

     Running full boar directly at them.


260  EXT. HARLEM STREETS - CONTINUOUS                           260

     Godzilla quickly makes up ground. Running at the cab
     it's only a matter of seconds before he'll reach them.

261  INT. CAB - RAYMOND - SAME                                  261

     Raymond looks up, spots something.


     RAYMOND'S P.O.V. - SIGN

     Up ahead is a sign for the exit for the George
     Washington Bridge. Raymond decides to take it.


262  EXT. HARLEM STREETS - SAME                                 262

     The cab SWERVES heading towards the bridge entrance just
     as Godzilla BITES DOWN, barely missing the cab as it
     turns the corner.

     Godzilla LEAPS OVER THE ENTIRE BLOCK, landing directly
     IN FRONT OF THE CAB.

     The cab SPINS, pulling a full 180 degree turn, and PEELS
     OUT just before Godzilla can SNAP DOWN again, just
     missing the cab.

     The cab PEELS around the creature and UP THE ONRAMP.

     Just then Godzilla LEAPS AFTER THEM. His jaw open, he
     BITES DOWN ON THE CAB.


263  INT. CAB - CONTINUOUS                                      263

     Everyone ducks as the enormous JAWS OF THE CREATURE
     CLAMP DOWN OVER THE CAB.


264  EXT. EXIT RAMP - SAME                                      264

     Taking a gigantic BITE out of the highway, some high
     tension wires and the support structure over the bridge,
     Godzilla CHOMPS DOWN on the cab.

     The large cement SIGN SLAMS into the roof of the
     creature's mouth, preventing him from crushing the cab
     with his teeth.


265  INT. GODZILLA'S MOUTH                                      265

     The sign supports will not hold much longer as it
     crumbles just above the cab. The torn electric cables
     DANGLING dangerous close to the cab.

     Godzilla PUSHES his TONGUE towards the back of the car,
     trying to draw it into his throat!


266  INT. CAB                                                   266

     They're freaking out as the jaws are closing in on
     them.

                            AUDREY
               Gun it! Gun it!

                            RAYMOND
               I'm trying!


     C.U. CAB'S WHEELS

     Spinning in vain against the gigantic tongue that pushes
     against it, LIFTING the REAR of the vehicle.


267  EXT. HIGHWAY - GODZILLA - SAME                             267

     Like a dog with a bone, Godzilla SHAKES his head trying
     to rip the rest of the highway free. The portion of
     highway in front of the cab TEARS FREE, lifting.


268  INT. GODZILLA'S MOUTH                                      268

     From the cab we SEE the horizon LIFT as the road begins
     to give way. The sign above CRUMBLING FURTHER.

     Nick turns and SEES...


     ELECTRIC CABLES - SPARKS

     Sparking as they hit against the supports of the sign,
     Nicks sees the cables dangling close to the cab. He
     takes off his jacket, wraps it around his hand and opens
     the cab door.

     Grabbing the cable with his wrapped hand, he JAMS THE
     CABLE DOWN into Godzilla's TONGUE. SPARKS FLY! Nick
     leans back inside, slamming the door shut.


269  EXT. HIGHWAY - GODZILLA                                    265

     He temporarily opens his mouth wider with a scream just
     before he is about to SLAM his jaws shut again...


     C.U. TIRES - SUDDENLY CATCHING

     As the tongue momentarily retreats from the SHOCK, the
     wheels CATCH and the CAB LURCHES FORWARD.


270  EXT. GODZILLA - CONTINUOUS                                 270

     As the sign CRUMBLES and the JAWS CRUSH DOWN, the cab
     SAILS OUT OF HIS MOUTH as the beast SWALLOWS the piece
     of highway.

     Landing, hard, onto the pavement, the cab PEELS OUT,
     burning rubber as it enters the George Washington
     Bridge.

     Godzilla SWALLOWS only to realize he didn't get them.
     Seeing the cab on the bridge Godzilla gives chase.


271  EXT. GEORGE WASHINGTON BRIDGE                              271

     The cab races towards us when Godzilla STEPS ONTO THE
     BRIDGE. His enormous weight makes the entire bridge
     WOBBLE.

     The Cab goes airborne then bottoms out as it returns to
     the asphalt as the bridge undulates beneath them. It's
     as though they were driving during an earthquake.

     With each stride Godzilla takes, the bridge becomes more
     unstable.


272  EXT. SKIES ABOVE THE HUDSON - F-18'S - SAME                272

     Swooping down the F-18's head directly towards the
     bridge. We see Godzilla about to overtake the Cab.


273  INT. COCKPIT                                               273

     The HUD begins to FLASH, LOCKED ON!

                            PILOT #2
               We are red and free. Stallion 10, Fox
               2.


274  EXT. BRIDGE - CAB AND GODZILLA                             274

     Only a stride away from being overtaken.


275  INT. OTHER COCKPIT - SAME                                  275

                            PILOT #3
               Stallion 12, Fox 2.


     ANGLE - F-18 SQUADRON

     All at once they FIRE. Missiles heading right at
     camera.


     GODZILLA

     opens his mighty jaw about to CLAMP DOWN on them.

     The missiles CONNECT, SLAMMING INTO HIS CHEST,
     EXPLODING. His torso, rips apart. He SCREAMS OUT. His
     WAIL a painful death cry.

     His foot STOMPS DOWN as he tries to retain balance. The
     impact of the stomp acts like a shockwave that KNOCKS
     the Cab into a SPIN.

     SLAMMING into the guard rail, the cab bounces back into
     the road and keeps going.

     The injured Godzilla bites the bullet and continues
     pursuing, his gait slowing. The cab is able to make some
     distance.


     ANGLE - F-18 SQUADRON

     Again they FIRE. A group of missiles darting out.


     GODZILLA

     The missiles HIT, ripping into him. Again GODZILLA
     SCREAMS out, his forward motion stopped.


276  EXT. OTHER SIDE OF BRIDGE - CONTINUOUS                     276

     Where the blockade and angry mob still wait and watch in
     horror. The Cab SLIDES INTO A SPIN as it comes to a stop
     just in front of the crowd.

     Nick jumps out first, staring back at Godzilla. Audrey
     comes up from behind.


     NICK'S P.O.V. - GODZILLA

     His eyes rolling back into his head as he SCREAMS OUT.
     Slowly he TUMBLES.


     ANGLE - BRIDGE

     Godzilla's enormous head comes CRASHING DOWN in front of
     us. The tremendous impact sends TREMORS across the
     bridge.


277  EXT. OTHER SIDE OF THE BRIDGE - CONTINUOUS                 277

     The gathered crowd is ROCKED from the impact of the
     toppled Godzilla.


     GODZILLA

     His last breath escaping. Defeated and weary, his eyes
     blink slowly as we watch his life slip away.


     NICK AND AUDREY

     Oddly, Nick stares sympathetically at Godzilla's sad and
     lifeless face.

     The stunned silence melts away as the mob behind them
     begins to applaud nervously, then vigorously. The mob
     breaks through the blockade and rushes over to our
     heroes, surrounding them. Cheering enthusiastically.


278  INT. LUCY'S APARTMENT - BEDROOM - SAME                     278

     The room is going berserk, everyone slapping hands. Lucy
     turns and gives a "high-five" to everyone around her.


279  EXT. JERSEY SIDE OF THE BRIDGE - SAME - NIGHT              279

     Cameras flash like mad. Several news crews fight their
     way through the crowd.

                            REPORTERS
                      (overlapping)
               How did you discover the nest? Dr.
               Tatopoulis, can you tell us what
               happened back there?

                            NICK
               Sorry, guys, I've promised my story as
               an exclusive to another reporter.

     Nick winks at Audrey. Caiman pushes his way through the
     crowd of reporters over to her.

                            CAIMAN
               We did it! We've got the exclusive!
               Way to go, Audrey!

                            AUDREY
               We? I don't think so.

                            CAIMAN
               I want that story, Audrey. Remember
               you work for me.

                            AUDREY
               Not anymore. Mr. Caiman, I quit.

     Audrey waves goodbye as Animal walks over, checking his
     camera and his coat pocket.

                            ANIMAL
               Audrey, did you take the tape out of
               the camera?

                            AUDREY
               No.

                            NICK
               Where's Raymond?

     They look around, but he's gone. Nowhere to be seen.

                            ANIMAL
               I couldn't have just lost it?

     A phone begins to RING. Nick checks his pockets and finds
     Raymond's cellular phone. Nick answers.

                            NICK
               Hello?

                            RAYMOND (O.S.)
               It's Raymond.

                            NICK
               Where are you?


280  EXT. PAY PHONE - DOWN THE BLOCK - SAME - NIGHT             280

     Raymond watches the mob scene from a distance.

                            RAYMOND
               Tell your friends I will send the tape
               after I remove a few items from it.


     NICK AND AUDREY

     Nick nods to Audrey that it's Raymond.

                            NICK
               I understand.

                            RAYMOND
               I just wanted to say, au revoir and
               thank you for your help, my friend.

                            NICK
               Wait.
                      (line goes dead; to
                      himself)
               Au revoir.

                            AUDREY
               Who was that French guy, anyway.

                            NICK
               Oh, just some insurance guy.

     Off Audrey's confused expressions we PULL BACK, farther
     and farther. We see the mob, the military, the command
     tents and finally we pull back far enough to reveal
     Godzilla's mighty head laying on the end of the bridge.

                                             CUT TO:


281  INT. PENN STATION - SAME - NIGHT                           281

     We FLOAT through the demolished station almost as though
     we were a moving point of view. We travel thorough the
     debris of the station into one of the tunnels.

     We travel deeper and deeper into the distance. A shaft
     of light up ahead. We move closer to it.

     As we get nearer we realize it's one of Godzilla's
     gigantic EGGS. WE move closer and closer to the solitary
     egg. Just as we are about to collide with it. CRACK. IT
     OPENS.

                                             FADE OUT:


                              THE END