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                        INVADERS FROM MARS


                           Screenplay by

                     Dan O'Bannon & Don Jakoby





                           SECOND DRAFT


                           December 1984










     FADE IN:

     A BOY in a BED ... tossing, turning ...
     a STORM outside ...
     He's ASLEEP and dreaming ...

                                                   DISSOLVE TO:

     EXTERIOR - AIR FORCE BASE - NIGHT

     A large, forbidding military installation.
     Set back off the road with chainlink fences around it.
     Sign in front, illuminated by spotlights, reads:

                       GROVE AIR FORCE BASE
                        AIR DEFENSE COMMAND
                             COLORADO

     In front is a GUARD STATION with two SENTRIES.
     An occasional jet test FIRING in the background.

     A car -- a small white FORD -- comes CAREENING up to
     the sentry box, doing a good 65 mph.
     The M.P.s snap to, made nervous by the car's approach.
     They flag it down.

     In the car are a CRAZED WOMAN and a FRIGHTENED BOY.

                                 M.P.
                          (in through open
                           car window)
                 What's happening here, Ma'am?

                                 WOMAN
                 We must see Colonel Wilson.

     The M.P. studies her.

                                 THE BOY
                          (pleading)
                 Yes.  We have to see him.  Call him.
                 He talked at my school.  He said we
                 could come here any time we wanted.
                 I have to tell him what's happening.

                                 THE WOMAN
                 It's extremely important.  I'm the nurse
                 for the Tri-School District.  It's a
                 public health problem.

                                 M.P.
                          (to Sentry in box)
                 Go ahead.

     The Sentry picks up the base telephone.

     INTERIOR - COLONEL'S OFFICE - NIGHT

     COLONEL WILSON -- a handsome, sturdy looking man of middle
     age -- is standing in his office with an AIDE (SERGEANT
     RINALDI) -- both of them looking out the window at something
     we can't see.  The PHONE RINGS.

     Sgt. Rinaldi picks it up.

                                 SGT. RINALDI
                          (into phone)
                 Base Commander's office.  Yes.
                 Who?
                          (looks at Colonel
                           Wilson, and holds
                           the phone out to him)

                                 COL. WILSON
                          (taking the phone)
                 This is Colonel Wilson.
                          (listens)
                 Yes, I did speak at the Hillcrest
                 School a couple of days ago.
                          (listens -- looks
                           at Rinaldi)
                 Really.  Hm.  Very well.  Send
                 them up.  No, not in their own
                 car.  Have them driven up.

     He puts down the phone.

                                 COL. WILSON (CONT'D)
                 Now what?

     Rinaldi looks at the wall clock.  10:45.

                                 RINALDI
                 You better not keep them here too
                 damn long.

     Rina1di closes the levelor blinds.

     INTERIOR - AIR FORCE JEEP - NIGHT

     The WOMAN and the BOY with two M.P.s, being driven across
     the Air Base.  The BOY is 11 years old, and scared-looking.
     The WOMAN is attractive, in her late 20's, wearing a white
     nurse's uniform.

     The lights are on all over the base.  Jeeps coming and
     going.

     Suddenly, the Boy -- looking around as they drive --
     SEES something, and tugs at the Woman's arm.

     She looks where he is pointing.  He points out TWO AIR
     FORCE MEN in Air Force blue, loading some equipment into
     an Air Force PICKUP.

     The Woman and the Boy's faces show grave concern as they
     stare at the TWO AIRMEN by the pickup.  They say nothing.

     INTERIOR - COLONEL'S OFFICE - NIGHT

     The Woman and the Boy are escorted in by an AIDE (CAPTAIN
     CURTIS).  Colonel Wilson shakes their hands.

                                 COL. WILSON
                          (shaking their hands)
                 I'm Colonel Wilson.  This is Sergeant
                 Rinaldi.

                                 THE WOMAN
                 I'm Linda Magnuson.  I'm the nurse for
                 the Tri-School District, which includes
                 the Hillcrest School.

                                 COL. WILSON
                 You mentioned something about a public
                 health problem.

                                 LINDA
                 I'll get to that.  This is Jimmy Gardner,
                 a pupil at Hillcrest.

                                 COL. WILSON
                          (taking it in)
                 Won't you sit down.
                          (gestures to chairs)

     Everyone sits.  The Colonel folds his hands on his desk.

                                 COL. WILSON (CONT'D)
                 Please tell me what's on your minds.

     Linda looks at Jimmy.

                                 JIMMY
                          (looks at Linda; then
                           at the Colonel)
                 First I have to look at the back of
                 your neck.

     The Colonel looks baffled.  Exchanges glances with Sgt.
     Rinaldi.

                                 LINDA
                 He's serious, Colonel.

     Rinaldi watches suspiciously as the Colonel turns and lets
     Jimmy look at the back of his neck.  The boy studies his
     neck closely, pulling down his collar.

                                 JIMMY
                 All right.  I had to be sure.

                                 COL. WILSON
                 Sure of what?

     Jimmy and Linda look at each other again.

                                 LINDA
                 It's rather difficult to tell this
                 story.  Yesterday Jimmy came to see
                 me in my office.  He was very upset...

                                                   DISSOLVE TO:

     INTERIOR - WAITING ROOM - SCHOOL NURSE'S OFFICE - DAY

     JIMMY is escorted in and set down on a bench by MRS.
     McKELTCH.  She's 60, heavy, odd-looking.  Her hair up
     in a bun.  A "mother hen" type but a bit malignant.

     She interrupts the two women who are in the waiting
     room, chatting.

                                 MRS. McKELTCH
                          (announces to the
                           secretary at the
                           switchboard)
                 He's here to see the school nurse.

     That's an order.

     The SECRETARY and PHONE OPERATOR, both town women in their
     50's, look at Mrs. McKeltch, at Jimmy.

                                 SECRETARY
                 She'll be out in just a second.
                          (returning to her
                           conversation)
                 ... I've had things like that happen.
                 I had a dream, last night, where my
                 little sister showed up at my front
                 door.  Skinny little thing, we don't
                 get along ... anyway I open my front
                 door this morning ... and there she
                 is!  We haven't spoken in years.
                 Now, you tell me how that happens.

     The other woman starts to -- when the office door opens
     and LINDA MAGNUSON comes out.

                                 SECOND WOMAN
                 Oh, Ms. Magnuson, he's here to see you.

                                 LINDA
                 I was just leaving -- I'm due over in
                 Riverton in 20 minutes.  What's wrong?

                                 MRS. McKELTCH
                 This young man has a behavior problem.
                 He's very inattentive and can't control
                 his temper.

     Linda's looking at a very upset boy.

     INTERIOR - LINDA MAGNUSON'S OFFICE - LATER

     Just Jimmy and her.
     She looks at him closely.
     Waiting for him to speak.
     He just looks at her -- then away.
     Linda smiles.

                                 LINDA
                 You look like you're feeling better.
                 I'm here to help you.  Is there
                 anything you want to talk about?

     Jimmy just looks around.

                                 LINDA (CONT'D)
                 Nothing I can help with?

     Jimmy says nothing.
     It's 2:10.
     Both of them look at the wall clock.

                                 LINDA (CONT'D)
                 You're going to wait me out, are you?

     Jimmy nods.
     She smiles -- waiting.
     He looks at her -- but he won't say anything.

                                 LINDA'S VOICE (V.O.)
                          (over)
                 "I couldn't get a word out of him,
                 and I did have to get over to Riverton.
                 But I stopped into the Principal's
                 office on my way out ... "

     INTERIOR - PRINCIPAL'S OFFICE - DAY

     The PRINCIPAL is doing some paper work as Linda comes in,
     dressed for travel.

                                 LINDA
                 What's the story on Jimmy Gardner?

                                 PRINCIPAL
                 Gardner?  Oh, um -- he's a new student.
                 Just moved here.  Why?

                                 LINDA
                 His teacher brought him in to see me.
                 Said he'd been acting up in class.
                 Creating a disturbance.  I couldn't
                 get a thing out of him.

                                 PRINCIPAL
                          (preoccupied with papers)
                 Oh?

                                 LINDA
                 What's his family background?

                                 PRINCIPAL
                 They're from out of state.  Father's
                 an engineer at the nuclear power plant.
                 I really don't know much about them.

                                 LINDA'S VOICE (V.O.)
                          (over)
                 "I had a busy afternoon and evening,
                 and I didn't think any more about it
                 until the following morning, when it
                 was brought back to my attention in
                 a forcible manner ... "

     INTERIOR - LINDA'S OFFICE - MORNING

     The door BURSTS OPEN -- Jimmy runs in, out of breath --
     looking panicked.

                                 LINDA
                          (standing up)
                 Jimmy, what's wrong?

     MRS. McKELTCH comes in the door after him.

                                 MRS. McKELTCH
                          (angry)
                 I don't know what's gotten into him!

                                 JIMMY
                          (to Linda)
                 You have to help me!  You have to!

     Mrs. McKeltch reaches -- as if to take Jimmy back with her.
     Linda puts her arm around him.

                                 LINDA
                 It's all right, Mrs. McKeltch.  Let
                 me talk to him.

                                 MRS. McKELTCH
                          (ruffled)
                 He's been acting very oddly.  He
                 was spying on me in my office.

                                 LINDA
                 What did he see you doing?

                                 MRS. McKELTCH
                          (huffy; stares at Linda)
                 Whatever do you mean?  I was preparing
                 some specimens.

                                 LINDA
                 How was he spying on you?

                                 MRS. McKELTCH
                 He sneaked up behind me and scared the
                 life out of me, the little brat.

                                 LINDA
                          (firmly; to McKeltch)
                 All right.  Wait outside.

     Mrs. McKeltch chafes at that -- but waits in the hall.
     Linda takes Jimmy into her office.
     Closes the door.

     INTERIOR - LINDA MAGNUSON'S OFFICE - DAY

     Linda takes a close look at him.
     If Jimmy was upset the other day, he's crazed now.

                                 LINDA
                          (gently)
                 It's okay.  I'm here to help.
                          (smiles)
                 I won't betray you.  Whatever you
                 tell me, stays in this room.

     Jimmy wants to trust her.  Wants to tell her.

                                 JIMMY
                          (hesitantly)
                 First ... can I see the back of
                 your neck?

     Surprised, Linda hesitates a second.  Odd request.
     Then turns in her chair -- and lifts her hair up off
     the back of her neck.
     Jimmy looks -- sees perfect, unblemished, white skin.

                                 JIMMY (CONT'D)
                 All right.

     Linda puts her hair back down.

                                 LINDA
                          (mystified)
                 Now, have I earned the right to know
                 what that was about?

     Jimmy looks at the DOOR.  Mrs. McKeltch's SHADOW is on
     the glass.

     Linda gets up and opens the door.

                                 LINDA (CONT'D)
                 Mrs. McKeltch, if you're going to
                 wait, could you please have a seat?
                 It's very hard to concentrate with
                 your shadow on the door.

     Mrs. McKeltch's back straightens like a ramrod -- she
     looks daggers at Linda -- but moves back several paces
     from the door.

     Linda closes the door and resumes her seat.  She's got
     Jimmy's attention now.  Trusting her more.

                                 LINDA (CONT'D)
                          (to Jimmy)
                 This is a new town for you.  Do you
                 like it here?

                                 JIMMY
                 No.

                                 LINDA
                 Why not?
                          (no answer)
                 Moving is hard for anybody.  Was it
                 hard for you to leave all your friends?

                                 JIMMY
                 I don't have many friends.  Dad's all
                 the time moving.

                                 LINDA
                 Can you tell me about that?

     Jimmy thinks about it.

                                 LINDA'S VOICE (V.O.)
                          (over)
                 "Finally, he broke down and began to
                 talk."

     INTERIOR - COLONEL'S OFFICE - NIGHT

     The Colonel is listening gravely.  Rinaldi glances at the
     clock, nervously.

                                 LINDA (CONT'D)
                          (to Jimmy)
                 You'd better take over here.  Tell
                 it to the Colonel the way you told
                 it to me.

     The Colonel looks at Jimmy.

                                 JIMMY
                 Well, sir, it all started a couple
                 of weeks ago ...

                                                   DISSOLVE TO:

     THE VEIL NEBULA

     A red and purple wisp of stars and gas hanging deep in
     space ...

     TILT DOWN:  to a small planetarium device, glowing in a
     dark room.

     JIMMY is looking at the constellations, projected on his
     bedroom ceiling.

     He turns the planetarium device off.
     Gets out of bed in his pajamas and goes to the window.

     He can see the city -- from 10 stories up.  All the lights
     and distant buildings from his apartment.

     A small telescope stands by the window, on a tripod.
     He uses it to look at the Moon.

     In the b.g. we can HEAR CONVERSATION going on in another
     room in the apartment.

     Jimmy climbs back under the blankets and looks out --
     through the crack in the door -- at his MOM and DAD in
     the next room.

     JIMMY'S POINT OF VIEW

     The slightly ajar door offers him a sliver of a view and
     MUFFLED CONVERSATION.  He can SEE his parents having
     dinner with a MAN.  Late-night talk, cigar smoke, the
     CLINK of GLASSES, dishes on the table.  Their conversation
     is strange to an 11-year-old ear -- available only in
     snatches and bits -- and then not completely understandable
     at that.

                                 DAD
                          (muffled voice)
                 ... sounds interesting ...

     Jimmy's mother is smiling -- occasionally eats something
     from her plate.

                                 THE MAN
                          (gesturing)
                 ... critical ... great opportunity,
                 George ... up the ladder ... arranged.

                                 MOM
                 ... moving again ...

     Jimmy reacts -- upset -- at the word "moving."

     Jimmy's Dad and the Man shake hands.

                                 DAD
                 ... all right ... you're right, of
                 course ...

     There's more CONVERSATION, a CLINK of GLASSES and the
     SOUND of CHAIRS SCRAPING.  A man walking to the door.
     Hugs and good nights.

                                 VOICES
                 Good night ... night ... George.
                 Talk to me from there.

     The apartment door opens and closes.
     Quiet.
     The SOUNDS of his parents coming toward his room ... passing
     in the hall outside.
     They stop.

                                 DAD'S VOICE
                 ... up yet, do you suppose?

                                 MOM'S VOICE
                 ... look ... maybe.

     The door opens a bit -- sending a streak of light into
     Jimmy's darkened room.
     His Dad looks at him.
     Jimmy's looking back.

                                 DAD
                 Son ... are you awake?

                                 JIMMY
                 Yes.

     Mom and Dad come in.
     His Dad sits on the edge of his bed.
     A gentle, loving man.
     Jimmy's frightened of what's coming next.

                                 DAD
                 We're going to be moving, son.

                                 JIMMY
                 Do we have to?

                                 DAD
                          (nods; feels bad
                           about it)
                 I know, son.  But you'll like it
                 where we're going.  I'm getting
                 a good job.  It's a pretty part of
                 the country.

                                 JIMMY
                 I'll have to go to a new school --
                 again.

                                 DAD
                 You'll meet new friends.
                          (pause)
                 I know ... it's rough.  But I
                 have to move, son.

     He pats Jimmy on the head -- hoping he'll understand.

     Jimmy thinks a long thought -- teary.

     EXTERIOR - SKY - MORNING

     Clouds GATHERING.

     INTERIOR - STATION WAGON - MORNING

     Jimmy's face pressed to the back window -- watching the
     neighborhood disappear.

     EXTERIOR - INTERSTATE HIGHWAY - MONTAGE

     Their CAR on the road.
     Moving through low foothills.
     The countryside changing.
     The sun dropping in the west.
     Emphasize the SKY.
     Stars coming out.
     The car traveling at night.
     A million STARS above.

                                 JIMMY'S VOICE (V.O.)
                          (over)
                 "Like I said, we move around a lot.
                 Dad's really good at his job, and when
                 they open a new plant, they always ask
                 him to go work at it.  So I was used
                 to it.  But I was sad ... "

     INTERIOR - CAR - DAY

     Jimmy's face pressed against the window.
     The landscape reflected in the glass.
     Moving into large mountains.  A new part of the country.

                                 JIMMY
                 What's that, Dad?

                                 DAD
                 That's the Air Force Base.

     TWO JETS SHRIEK overhead on approach.

                                 JIMMY
                 Wow ...

     Jimmy sees all the trucks and jeeps coming and going.
     The electric fences and gates.  Power transformers HUMMING.

                                 JIMMY (CONT'D)
                 Are you going to sell power to
                 them, Dad?

     His Dad laughs.

                                 DAD
                 No, son.  They have their own.

     Jimmy looks through the fence -- and sees two mysterious
     BLACK DOME-LIKE BUILDINGS on the base.

                                 JIMMY
                 What are those, Dad?

     His father looks.

                                 DAD
                 That's their radar, Jimmy.  It picks
                 up anything that moves across the sky.

     Their car moves on.
     Jimmy looks back at the two black building/huts.
     They WHIRR and CLICK ... with eerie electro-mechanical SOUNDS.

     EXTERIOR - THE NEW HOUSE - COUNTRY - LATE AFTERNOON

     A little house in a fairly lonely spot.
     White, Colonial, two-story.  Surrounded by trees.
     At the foot of a large HILL.
     In the distance, the dramatic mountains of Colorado.

                                 DAD
                 Our new home, Jimmy.

     They get out of the car and go to the house.
     Dad gets out the new keys and opens the door.

     INTERIOR - THE NEW HOUSE - LATE AFTERNOON

     The place is spic and span, and full of rented furniture.

                                 MOM
                          (shakes her head)
                 This furniture will have to go.

     Jimmy goes upstairs, to one of the bedrooms.

     INTERIOR - SECOND FLOOR BEDROOM - LATE AFTERNOON

     Jimmy goes to the window and looks out.

                                 JIMMY
                 Wow.  Look at the mountains.

                                 DAD
                 This can be your room if you want it.
                 What do you say?

     THEIR P.O.V. - THE HILL BEHIND THE HOUSE

                                 JIMMY
                 Is the hill ours too?

                                 DAD
                          (smiles)
                 If we want it, it is.

                                 JIMMY
                 Let's check it out, Dad.

     EXTERIOR - HILL - DUSK

     Jimmy and his Dad make their way up a twisting path.
     Through a dense pine forest, to the crest of the ridge.
     An old wooden handrail marks the path and disappears in
     the bushes in the valley.

     From the crest they can see the town in the distance.
     A lonely, lovely spot.  Breathtaking.
     Jimmy and his Dad take it all in in the dying light.

                                 JIMMY
                          (pointing)
                 Wow.  There's the town.  And
                 there's the air base.  This is a
                 great hill.

                                 DAD
                 It's got a name.  Copper Ridge.
                 There used to be a copper mine
                 near here.

                                 JIMMY
                 Let's see what's on the other side.
                 Maybe we'll find some copper.

     They hike over the top.
     On the far side of the hill is a big SAND PIT.

                                 JIMMY
                 Wow ...

     Dad steps forward and scoops up some of the sand.
     Lets it run through his fingers.

                                 DAD
                 Well, isn't this something.  Be
                 careful if you play here.

     A CRY from the house breaks the silence.

                                 MOM'S VOICE
                          (calling)
                 George ... !  Jimmy ... !

                                 DAD
                          (draping his arm
                           around Jimmy)
                 Let's go help your mom set up house.

     They turn and head back down the path to the house.

     A FALLING STAR shoots across the sky.

                                 JIMMY
                          (pointing)
                 A meteorite, Dad, look!

                                 DAD
                 It's that time of year again.
                 We should get a pretty good show
                 out here.

                                 JIMMY
                 Why, Dad?

                                 DAD
                 Because the sky is so clear out
                 here.

     EXTERIOR - SCHOOLHOUSE - MORNING

     ESTABLISHING SHOT of the country school.

     INTERIOR - SCHOOL OFFICES - DAY

     Jimmy's Dad is registering him for his new school.
     Jimmy waits.  Looking around -- and up -- at his new
     surroundings.

                                 DAD
                          (leans down)
                 Okay, Jimmy.  You're all set.
                 This man, Mr. Cross, is your
                 Principal.  He'll take you to
                 your classroom.

                                 MR. CROSS
                 Hello, Jimmy.  Welcome to Hillcrest
                 School.  Will you come with me.

     Jimmy looks at his Dad -- who watches him follow reluctantly.
     Mr. Cross leads him down the long hall to his classroom.

     INTERIOR - HALL - DAY

     They stop outside room 101.
     Jimmy looks up at the closed door.
     Mr. Cross opens it.
     They walk in.

     INTERIOR - CLASSROOM - DAY

     Twenty sets of staring eyes.
     His new classmates are all tanned and healthy.
     Jimmy's white from the city.
     The Principal goes over to the TEACHER and talks to her
     about Jimmy.
     No friendly looks from the KIDS.  Only curiosity.

     A MAN IN UNIFORM is standing at the front of the room.
     He nods to Jimmy.  Smiles.

                                 TEACHER
                          (addresses Jimmy)
                 Jimmy, I'm Mrs. McKeltch.  Your
                 new teacher.  This is the fifth
                 grade -- Class, this is a new pupil,
                 Jimmy Gardner.  I know you'll make
                 him feel at home.

     They all look at him.
     Jimmy, very uncomfortable, nods.

                                 MRS. McKELTCH (CONT'D)
                 You can sit over there.

     Jimmy ducks for the empty desk.
     Scrunches down.

                                 MRS. McKELTCH (CONT'D)
                 This late in the term, you may have
                 trouble catching up.  But, you'll
                 just have to muddle through.

                                 A KID
                          (giggles)
                 Lookit his clothes.

     More GIGGLES.

                                 MRS. McKELTCH
                 Class!

     They quiet.

                                 MRS. McKELTCH (CONT'D)
                 Colonel Wilson -- from Grove Air
                 Force Base -- was just about to
                 address the class.  I'm sorry,
                 Colonel.  Go ahead.

     The Colonel smiles pleasantly.

                                 COL. WILSON
                          (nods to Jimmy)
                 Welcome.  I'm new here myself.

     Jimmy smiles.  He likes the Colonel.

                                 COL. WILSON (CONT'D)
                          (back to the class)
                 The United States Government
                 maintains bases in every state and
                 even in some other countries, by
                 mutual agreement between those
                 countries and us.  Grove is part of
                 the Air Defense Command -- which has
                 the responsibility of repelling any
                 aerial attack on the United States.
                 You've all seen and heard our planes
                 flying over.
                          (spontaneous jet
                           sounds from the kids;
                           he smiles)
                 They protect this city and the
                 surrounding area out to a distance
                 of approximately 300 miles.  In
                 addition we do research involving
                 some of the most advanced aircraft
                 in the world.

     Jimmy looks around the room -- at the blackboards and
     cabinets -- then quickly back to the Colonel.  Listening
     closely to the man.

                                 COL. WILSON (CONT'D)
                 We have two fighter-interceptor
                 wings at the base ... consisting
                 of four squadrons each of F-15
                 fighters.  Each wing has 10 pilots.
                 Some of them are administrators --
                 just like your teachers and principals
                 who work in your school.  There are
                 maintenance and supply buildings.
                 Parts for planes, trucks, cars, food
                 storage, refrigeration plants ...
                 a power plant for electricity, fuel
                 storage, cooking facilities, mess
                 halls ... In other words, boys and
                 girls, Grove Air Base is just like
                 a self-contained little city and
                 can survive by itself for an extended
                 period of time.

     Jimmy is listening to all of this closely.

                                 COL. WILSON (CONT'D)
                 We are your protection against any
                 hostile forces that threaten the
                 peace and security of this school,
                 city, or the country.  Do you have
                 any questions?

                                 LITTLE GIRL
                 Are there any girl pilots in the
                 Air Force?

                                 COL. WILSON
                 As a matter of fact there are quite
                 a few now.  Most of them are attached
                 to the Military Airlift Command.

                                 LITTLE BOY
                 How do you prevent planes from
                 sneaking up on you?

                                 COL. WILSON
                 We have radar that looks at the sky
                 day and night.  It's a brand new
                 radar called phased array.  So
                 nothing can sneak up on us.

                                 ANOTHER BOY
                 Can we come and see the planes
                 sometime?

                                 COL. WILSON
                 I would welcome all of you to visit.
                 You can call me personally and
                 arrange a school or group visit
                 almost any time.
                          (looks around)
                 Well -- boys and girls, I hope I've
                 answered some of your questions.  I
                 hope you have a better idea of what
                 Grove Air Force Base is doing here.
                 I've enjoyed talking to you today
                 and I know you'll look at me and
                 the other airmen on the base as your
                 friends.

     Mrs. McKeltch nods for the class to show its appreciation.
     They do -- applauding, whistling.

     EXTERIOR - SCHOOL YARD - LUNCHTIME

     Jimmy, all by himself on the playground.
     The other kids not coming over to say hi.

     Three KIDS come over.  Two BOYS and a GIRL.

                                 BOY
                          (to Jimmy)
                 Are you stuck up?  Or maybe you're
                 just dumb.

     The little GIRL steps forward.  Teasing.

                                 LITTLE GIRL
                 He really looks dumb to me.

     They turn and run away, laughing.
     Jimmy yells after them.

                                 JIMMY
                 Yeah, the same to ya!

     Mrs. McKeltch comes over, a long ruler in her hand.

                                 MRS. McKELTCH
                 Young man, we'll have none of
                 that on this playground.

     The other kids giggle and point at him.

                                                   DISSOLVE TO:

     EXTERIOR - JIMMY'S HOUSE - EVENING

     LONG SHOT of the house, under a full moon.
     A shooting star sizzles across the sky.

     EXTERIOR - PORCH - EVENING

     Jimmy and his Dad sitting out.

     The long, low hills.  Distant.  Odd.  Dark.
     The scrub pines and owls at night.  Frogs and crickets
     and whippoorwills.
     A big moon hanging over the top 0 the trees.
     A magic night.
     The Milky Way a band of stars across the sky.

                                 DAD
                          (pointing out)
                 There goes another one.  That
                 was a bright one.

     They watch a meteor arc, glowing across the sky.
     Jimmy looks -- and nods.

     The SOUND of CRICKETS and the silent fall of meteors
     in a late summer evening.
     Jimmy's eyes see everything.

                                 JIMMY
                 There Dad -- look!

     His father nods at the next one.
     They're coming in heavily now -- one every ten or
     fifteen seconds.

                                 JIMMY (CONT'D)
                 There are more this year than last.

                                 DAD
                 This should be the heaviest shower
                 of the year.

                                 JIMMY
                          (nods)
                 There's Cassius ...

     Jimmy points out the bright stars he knows.  His Dad's
     taught him.

                                 JIMMY (CONT'D)
                 ... and Rigel.

                                 DAD
                 And that one -- to the right of
                 Rigel?

     Points.

                                 JIMMY
                 Pessius.

     Dad nods.

                                 JIMMY (CONT'D)
                 Which one's that?  The dull, red
                 one.

                                 DAD
                 That's Mars.  The closest planet
                 to us, now.  That's why it's more
                 than just a point in the sky.

     They look up at it.

     The two lean back and watch as meteorites continue to fall.

     Mom comes out quietly.
     Watches too.
     She looks at them.

                                 MOM
                 Well, come on, you two.  Time to
                 go to bed.

                                 JIMMY
                 Mom -- this is the best show all
                 year.

                                 MOM
                 I know.  But you have a full day
                 of school tomorrow --
                          (to Dad)
                 You, too.

     Dad nods.

                                 DAD
                 Five minutes more.

     Mom gives up.
     She watches a little while longer and goes back inside.

     The screen door slams shut.

     LONG SHOT - JIMMY AND HIS DAD ON THE PORCH

     They watch a few minutes more.
     The sky seems immense above the trees.
     Dark and clear.
     Here and there a cloud coming up.

                                 DAD
                 Well, son?  Should we call it a
                 night?  I for one have had a long
                 day.

                                 JIMMY
                          (reluctantly)
                 Okay.

     INTERIOR - JIMMY'S BEDROOM - NIGHT

     His father turns at the door.

                                 DAD
                 Goodnight -- sleep well.  Dream a
                 nice one for me.

     Jimmy nods, lying under the blankets.

                                 JIMMY
                 You too, Dad.

     The door to his room closes.
     Dark.
     Moonlit.
     Jimmy pushes the covers back and goes to the window.
     His small TELESCOPE waiting for him.
     Sitting on the sill, lit by the moon.
     Jimmy tries looking through it at the meteorites.
     They're hard to find.
     He goes back to watching with his unaided eyes.

     Tired, eyes sleepy ... he crawls back to bed.
     Gets under the covers.
     Settles in.
     His eyes close -- and he goes to sleep.

     EXTERIOR - SKY - NIGHT

     Heavy CLOUDS begin to move across the moon.
     A storm coming in.
     THUNDER and lightning ... heavy rain.

     INTERIOR - BEDROOM - NIGHT

     Jimmy's tossing and turning.
     Dreaming.

     DREAM IMAGES

     of leaving the city, whirls of color, the trees along the
     ridge -- blowing RAIN -- the hostile faces of the kids at
     school -- Mrs. McKeltch's face --

     The CRASH of THUNDER and HOWLING.

     Jimmy WAKES UP with a start.  Bolt awake.
     A terrible storm is raging outside.
     His window open.
     Rain blowing in.
     He looks at the alarm clock on the night table.

     4:40 A.M.

     He runs to the window.

     The trees are lashed with wind and rain.
     Water running down the panes of his window.
     Blowing through the open screen.
     Jimmy tries to close the window -- pull it down.
     It's stuck.  He puts his weight into it.

     Suddenly, the rain comes to a dead STOP.
     Like the eye of a hurricane.
     It's eerie.  Not a sound outside.
     Just the wet lawn and the water dripping from trees.

     A moment passes -- a heartbeat -- and then --

     A HORRIBLE SOUND comes from the sky.
     A throbbing ululation.
     Massive.  Terrifying.

     A HUGE LIGHT drops down through the clouds.
     It breaks through the cloud layer and descends toward the Earth.
     An OBJECT -- ENORMOUS, METALLIC, GLOWING.
     CHANGING SHAPE as it falls.
     First a sphere.
     Then flattening out into a disc.
     Expanding to a bottle-shape.
     Elongating to a spear and dropping down behind the HILL.
     The hill with the sand pit.
     The light dies and the SOUND ceases.

     As Jimmy stands in the window, open-mouthed, still clutching
     the sill, the RAIN and LIGHTNING start up again.
     With a howl of wind and rain blowing in his face.

     Shaken, wild-eyed, Jimmy runs for his parents' room.

     INTERIOR - HALLWAY - NIGHT

     Tearing down the hall.
     Jimmy barges into his parents' bedroom.

     INTERIOR - BEDROOM - NIGHT

                                 JIMMY
                 Dad!  Mom!

     His parents -- still asleep.
     They sit up suddenly.

                                 DAD
                 Jim -- what's wrong?!

                                 JIMMY
                          (screaming)
                 You've got to come see -- a big
                 thing went down over the hill!

     INTERIOR - JIMMY'S BEDROOM - NIGHT

     They -- all three -- look out the window.
     The rain is abating again, but more naturally, gradually.
     Water running off the roof of the house.

     Nothing is visible beyond the hill.
     It looks normal.
     Dark, but for the occasional flicker of sheet lightning.

                                 JIMMY
                 It was big -- and it glowed -- and
                 it went down over there -- behind
                 the hill.

                                 DAD
                 What did it look like?

                                 JIMMY
                 It was -- it was -- it changed shape.
                 First it was big and round, then it
                 was flat, then it was long and thin.

     Dad and Mom give him a funny look.

                                 DAD
                 Are you sure you saw that?  In the
                 rain -- it may have looked like it
                 changed shape --

                                 JIMMY
                          (unhappy)
                 I don't know, Dad.  But it was big.

                                 DAD
                 I'll go take a look when the rain
                 lets off.

                                 MOM
                          (to Dad)
                 What do you think he saw?  Could
                 it have been something from the
                 air base?

                                 JIMMY
                 No, Mom.  It wasn't a plane.

     His father looks concerned -- and interested.

                                 DAD
                 You go back to sleep.  I'll look
                 when it's light.

     They wait for Jimmy to climb back into bed.
     They close the door.

     Jimmy looks at the top of the ridge from his bed.
     Hard to see anything in the dark.

                                                   DISSOLVE TO:

     INTERIOR - JIMMY' S BEDROOM - MORNING

     Jimmy wakes up.
     Early morning sunlight on his face.
     He jumps up, runs to the window.
     The hill looks clean and bright in the morning light.

     Jimmy aims his telescope at the top of the hill.

     HIS P.O.V. - THROUGH THE TELESCOPE

     This enlarged VIEW of the crest of the hill ... suddenly
     affords us a startling view of DAD ... coming toward the
     house -- from the far side of the hill.

     Jimmy dashes out the door.

     EXTERIOR - BACK PORCH - MORNING

     Jimmy looks a little worried for his Dad.
     Sees him coming out from behind some trees.

                                 JIMMY
                 Did you see anything, Dad?

     Dad says nothing -- keeps coming.
     His bathrobe is a little mussed.
     He looks all right -- but not all right.
     He seems a little cold -- or maybe just tired.

                                 JIMMY (CONT'D)
                 Are you all right, Dad?

                                 DAD
                          (brightens a bit)
                 Sure ... fine.

     Dad walks by him.
     As he does -- Jimmy sees that he's missing a SLIPPER.

     INTERIOR - KITCHEN - MORNING

     Mom, making breakfast, greets him ... a hug.

                                 MOM
                 George, where have you been?

                                 JIMMY
                 What happened to your other slipper?

     Mom looks now too.

                                 DAD
                 I lost it.
                          (smiles; a little
                           sheepishly)
                 It's kind of muddy out there.

                                 JIMMY
                 Was there anything over the hill?

     Both Jimmy and his Mom are interested now.

     Dad looks at his son.  Smiles.
     Taps him affectionately on the head.

                                 DAD
                 Nothing I could see, son.  It was
                 a bad dream is all.

     He walks over to get some coffee, in his bathrobe.
     Jimmy follows him with a look.
     His father rubs the back of his neck.
     Picks up a cup of coffee -- and sits down at the table.

     Jimmy SEES a SCRATCH MARK -- BLOODY -- ON THE BACK OF DAD'S NECK.
     But he doesn't get a good look at it.  It's a half-glimpse.
     Jimmy tries to get another look.

     He does, as the Father sits down.

     Looking directly at it.  A strange, bloody SPOT above his
     Dad's collar.

                                 JIMMY
                          (slightly alarmed)
                 What happened to your neck, Dad?

     Dad reaches back, touches the spot.  Immediately.
     Passes it off --

                                 DAD
                 A branch must have nicked me.
                          (smiling; sips
                           his coffee)

     His bathrobe collar now covers his neck.  Mom -- busy
     getting breakfast -- misses the exchange.

                                 DAD (CONT'D)
                          (changing the subject)
                 How are you today, son?

     Before Jimmy can answer, his Dad gets up and goes over
     to the refrigerator.
     He pops open the door -- looks around inside -- and takes
     out some luncheon meat.
     Dad comes back to the breakfast table with two thick pieces
     of ham.
     Sets them down on a saucer next to his coffee.

                                 MOM
                          (at the sink)
                 Your father asked you a question.

                                 JIMMY
                          (startled; still
                           watching Dad)
                 What? -- I...
                          (trails off)

     Jimmy watches as his Dad pours several teaspoons of sugar
     into his coffee -- then continues pouring SUGAR ONTO THE
     HAM SLICES until they're covered white.
     Jimmy stares -- he's never seen --
     Dad smiles at him -- and POPS the sugar-covered ham into
     his mouth.
     Mom turns around from the counter and sets their breakfast
     on the table.

                                 MOM
                 Both of you eat this before it gets
                 cold.

     Dad digs right in to the cereal and eggs Mom's fixed.
     Jimmy doesn't seem interested in eating.

                                 MOM (CONT'D)
                 I have to go over to the town this
                 morning and do a lot of shopping.
                 This house needs just everything.
                 I'll probably be gone all day.
                 Jimmy, hurry up and eat or you'll
                 be late.

                                 DAD
                 I'll take you to school.

                                 MOM
                 You don't have to.  The school bus
                 stops right outside here, at 7:30.
                 I've got to run.

     Mom leaves them and goes upstairs to get her keys.
     Dad finishes his coffee.
     It's 7:00.

     Mom comes down, kisses Jimmy and goes out to the car.
     Jimmy looks at the clock.  7:03.

     Jimmy goes to the window and watches his Mom go to the used
     STATION WAGON they've just bought as a second car.
     She gets in and turns the ignition key.
     The car GRINDS -- and doesn't start.
     She tries again -- nothing.

                                 MOM
                          (calls in to Dad)
                 George ... the car won't start.

     Dad takes another sip of his sugared coffee and gets up.

     EXTERIOR - THE DRIVEWAY - MORNING

     Dad and Jimmy come out.

                                 MOM
                          (to Dad)
                 That's strange.  I had a dream
                 last night, where the car wouldn't
                 start.  Isn't that funny ...

     Dad pops open the hood.  Fiddles.

                                 DAD
                 Try it again.

     Mom, in the car, turns the key.
     It starts.  Mom looks relieved.

     Jimmy looks on.  Dad wipes off his hands.

                                 DAD (CONT'D)
                 It's probably the solenoid.  Take it
                 back to Gleason's, they said they'd
                 fix it if we found anything wrong.

                                 MOM
                 I will.  But isn't that odd -- about
                 my dream ... ?

     He slams the hood and starts back inside.

                                 DAD
                 See you later.

     She waves to both of them and drives down the driveway.
     They watch her drive away.

     INTERIOR - KITCHEN - STILL MORNING

     Jimmy and his Dad alone.
     They sit across the table from each other.
     Looking at each other.
     Dad says nothing.  Expressionless.
     Unblinking.
     A CLOCK TICKS loudly.
     Jimmy's starting to get scared.

                                 DAD
                 Let me walk you to the bus stop.

     EXTERIOR - THE ROAD - MORNING

     The two walk down the driveway to the road.
     Jimmy's upset.
     Something's wrong with his Dad and he doesn't know what.

     Dad looks down at him.  An odd smile.

                                 DAD
                 You know something, son?  You were
                 right.  There is something over
                 the hill.

     Jimmy looks shocked.

                                 JIMMY
                 What?

     His Dad looks back -- at the hill behind the house.

                                 DAD
                 Come on.  I'll show you.

     Jimmy suddenly doesn't want to see it.
     Dad reaches out -- still smiling -- to take him by the hand.
     Jimmy's suddenly frightened.

                                 JIMMY
                          (shrinking back)
                 No, Dad.

     Dad grabs Jimmy's hand and starts dragging him toward the
     hill.

                                 JIMMY (CONT'D)
                          (struggling)
                 No!

     Jimmy's crying.  He tears free from his old man's grasp.
     Dad steps toward him.
     Jimmy takes a step back.

     At that moment, they HEAR a loud HONKING.
     Jimmy looks, and sees the SCHOOL BUS rounding the bend.
     Books in hand, he runs for the bus.

     INTERIOR - BUS - MORNING

     Jimmy sits alone.  At the back.  Near tears.
     He looks out the rear window as the bus pulls away.
     The last image -- his Dad standing at the side of the road --
     waving goodbye.

     INTERIOR - SCHOOL - HALL - MORNING

     Jimmy walking down the hall toward room 101.

     A KID -- JUMPS out at him -- "BOO" -- from around the
     corner.
     Jimmy nearly goes through the ceiling.
     The two KID jokesters run off laughing.

                                                   CUT TO:

     EXTERIOR - NUCLEAR POWER PLANT/GRID CONTROL STATION - MORNING

     Dad (George Gardner) is being shown around his new job
     location.  Dad is a striking figure in his dark suit.

     The SUPERVISOR points to two large, domed buildings as
     they walk.

                                 SUPERVISOR
                 Those are twin reactors.  Sodium
                 cooled cores.  Best damn design in
                 the whole country.  Never worry a
                 minute about them.

     He smiles and continues on showing the facility to George.
     They go into a low building adjacent to the reactors.

     INTERIOR - POWER SWITCHING AND CONTROL GRID - MORNING

     The Supervisor takes George into a large room with an
     immense GRAPHICS BOARD showing the electrical GRID networks
     for the Western United States.

     In front of the displays are control consoles with men
     at them -- much like Houston Control.

                                 SUPERVISOR
                          (to George)
                 There it is.  We know exactly how
                 much extra juice we can throw into
                 the network just by checking the
                 reactors.

     George scopes it out carefully.

     They walk over to desk #1.  The man at the desk, LARRY,
     stands up and shakes hands with George.

                                 SUPERVISOR (CONT'D)
                 Larry -- George Gardner.  I was just
                 showing George around.  He's our new
                 whiz kid -- trouble shooter.  He's
                 gonna be your new supervisor.

     (NOTE ** This scene is shot from a series of ANGLES
     which convey the impression of it being seen through
     the eyes of a child.  Adults are tall -- and seen at
     tilted angles -- conversations are somewhat cryptic --
     equipment looks foreign and unfamiliar ** )

                                 SUPERVISOR (CONT'D)
                          (to Larry)
                 George tells me he's programmed a
                 crisis into our simulation tape.
                 He wants to see how we do.

                                 LARRY
                          (to George)
                 Flick that switch.

     Jimmy's Dad does.  Looks at the board.

                                 LARRY (CONT'D)
                          (to George)
                 You've just taken control of all
                 the electric power in the western
                 sector of the United States.  You've
                 run one of these before.  Go ahead.

     Jimmy's Dad (George) welcomes the opportunity.  His eyes
     race up and down the control panels.
     On the Graphic Board we can SEE a power CRISIS unfold.
     The flow of current (colored representation) starts to
     surge in Colorado.
     George punches some buttons and diverts some power.

     Larry and the other Man stand by and watch.
     A bigger crisis rolls over the board.  ALARMS SOUNDING.
     Power draining from the system.
     A BLACKOUT beginning.
     George starts taking counter-measures.

                                 GEORGE
                 There's the transient I programmed.
                          (punching buttons;
                           the crisis worsens)
                 ... Okay? -- we're losing Colorado ...
                 Nevada ... Utah ... It's going to
                 crash ... the whole system ...
                 There it goes --

     The other two men stand by smiling.
     Suddenly the situation starts to reverse itself -- without
     George's efforts.
     The collapse -- and rolling blackout -- starts to limit
     itself -- small pockets browning out -- the main system
     intact.

                                 LARRY
                 See?  The system's self-limiting
                 the problem.  It's cutting off
                 power in cells to preserve the
                 entire network.

     George's eyes race across the board -- studying just how
     it's doing that.  Eagerly taking it all in.

                                 GEORGE
                 ... And how does it do that?

                                 LARRY
                 It's designed to.  We just put it
                 in.  As long as the ADP's are
                 functioning they'll always save the
                 total network.  Faster than any
                 human response.

                                 GEORGE
                 What if the ADP's fail?

     The Supervisor smiles.  So does Larry.

                                 SUPERVISOR
                 That's highly unlikely.

                                 LARRY
                 Unit #2 over there --
                          (he means the nuclear
                           power plant next door)
                 -- isn't counted on the grid.  If
                 it's needed it kicks in and gives
                 us a 12% safety margin.

     George is impressed.  He didn't know that.  But he's a
     pessimist.

                                 GEORGE
                 And if that doesn't do it?

                                 SUPERVISOR
                          (shrugs)
                 Oh -- well -- in that case you'd
                 have a catastrophic failure.  We'd
                 lose the whole thing -- "vapor lock"
                 it so to speak, and not be able to
                 start it up again for hours.

                                                   CUT TO:

     INTERIOR - CLASSROOM - DAY

     Jimmy's sitting in the back, next to a window.
     Scrunched down in his seat.

     Mrs. McKeltch is at the blackboard.
     She looks at Jimmy frequently, it seems.
     She's busy pointing out The Parts of a frog.
     A fold-down anatomical chart and a chalk sketch.

     Jimmy looks at the wall clock.
     1:45.  Time seems to be going so slowly.

     He looks out the window at the countryside.
     An Air Force fighter JET is making low passes in the distance.
     Back and forth over the hills.

                                 MRS. McKELTCH
                 This, class, is a bullfrog.

     She pulls out a large, green, mottled frog.
     It's DISSECTED.
     Spread out on a board as if crucified.
     Its chest cavity splayed open.
     Little red lungs like strawberries.
     Class SQUEALS, goes ugghhh.

                                 MRS. McKELTCH (CONT'D)
                 This specimen came from the marsh
                 area adjacent to Copper Ridge.

     Mrs. McKeltch smiles her iguana smile.

                                 MRS. McKELTCH (CONT'D)
                          (takes a pencil and
                           points to the
                           "strawberries" in
                           the chest cavity)
                 Who can tell me what these two
                 red sacs are?

     She narrows her eyes.  Jimmy is not paying attention at all.
     He's distracted, staring out the window, fidgeting.

                                 MRS. McKELTCH (CONT'D)
                 Jimmy Gardner.

     Jimmy snaps to.  Stares at her.
     He's caught -- has no idea what she's talking about.

                                 MRS. McKELTCH (CONT'D)
                          (grimly)
                 What are these?

     Jimmy stares at her pencil, pointing at the frog.

                                 JIMMY
                 Frogs?

     The class starts to LAUGH.

                                 MRS. McKELTCH
                          (chilly)
                 You were not paying attention.

     Everybody's laughing crazily now.
     Jimmy's humiliated.
     He starts to cry.

                                 JIMMY
                          (screams)
                 Shut up!  Shut up!

     The teacher looks shocked.
     Jimmy throws his pencil across the room -- at the class.

                                 MRS. McKELTCH
                          (angrily)
                 Young man!  That may be the way you
                 behave where you come from but it
                 is not the way we behave here!

     Tears running down Jimmy's face.

                                 MRS. McKELTCH (CONT'D)
                 Class -- be quiet.  Melissa, you
                 supervise them while I take this
                 uncontrolled young man to the
                 school nurse.

     Mrs. McKeltch takes Jimmy out of the classroom.

     INTERIOR - WAITING ROOM - SCHOOL NURSE'S OFFICE - DAY

     Mrs. McKeltch sits Jimmy down on the bench outside the
     Nurse's office.  Two women in the waiting room, chatting.

                                 MRS. McKELTCH
                          (announces to the
                           secretary at the
                           switchboard)
                 He's here to see the school nurse.

     That's an order.

     The SECRETARY and PHONE OPERATOR, both town women in their
     50's, look at Mrs. McKeltch, at Jimmy.

                                 SECRETARY
                 She'll be out in just a second.
                          (returning to her
                           conversation)
                 ... I've had things like that happen.
                 I had a dream, last night, where my
                 little sister showed up at my front
                 door.  Skinny little thing, we don't
                 get along ... anyway I open my front
                 door this morning ... and there she
                 is!  We haven't spoken in years.
                 Now, you tell me how that happens.

     The other woman starts to -- when the office door opens
     and LINDA MAGNUSON comes out, wearing a white nurse's uniform.

     She lays eyes on Jimmy for the first time.

     INTERIOR - LINDA MAGNUSON'S OFFICE - LATER

     Just Jimmy and her.  The same scene, but viewed through
     his eyes.
     She looks at him closely.
     Waiting for him to speak.
     He just looks at her -- then away.  She seems friendly.
     Linda smiles.

                                 LINDA
                 You look like you're feeling better.
                 I'm here to help you.  Is there
                 anything you want to talk about?

     Jimmy just looks around.
     Not sure what to say.

                                 LINDA (CONT'D)
                 Nothing I can help with?

     Jimmy says nothing.
     It's 2:10.
     Both of them look at the wall clock.

                                 LINDA (CONT'D)
                 You're going to wait me out, are you?

     Jimmy nods.

                                 JIMMY'S VOICE (V.O.)
                          (over)
                 "That was the first time I saw Linda.
                 I was too scared to say anything.
                 And I didn't want to get my Dad in
                 trouble.  But when I got home that
                 night ... "

     EXTERIOR - ROAD IN FRONT OF JIMMY'S HOUSE - AFTERNOON

     Jimmy gets off the schoolbus and heads for his house.

     No cars in the driveway.  No key.
     Apparently no one home.

     He walks around to the back of the house.
     Looks in the window.

     Jimmy tries the back door.
     It's open.
     He's about to go in when he sees his Mom driving up.
     He waits for her.

                                 MOM
                 Hi.  Sorry I'm late.

                                 JIMMY
                 The back door was open.

     Mom looks at him, surprised.

     INTERIOR - HOUSE - AFTERNOON

     Mom looks a little unsettled.
     No one seems to be in the house.
     The TV is ON -- HISSING static.

                                 MOM
                          (calls)
                 George?  George?

     No answer.

     She looks puzzled.  A little bothered.

     INTERIOR - HOUSE - LATER

     After 6 P.M.
     Still no sign of Dad.
     Mom looks out into the driveway.

     Calls Dad's work number.

                                 MOM
                          (into phone)
                 Hello ... is George Gardner there,
                 please.  This is his wife.
                          (pause)
                 How long ago was that?
                          (pause)
                 Thank you.
                          (hangs up)

     Now she is worried.

                                 MOM (CONT'D)
                          (to Jimmy)
                 He left just after three.

     Jimmy looks out the back door.
     Mom picks up the phone again.

                                 MOM (CONT'D)
                          (into phone)
                 Hello, can you tell me the phone
                 number of the police?

     EXTERIOR - HOUSE - DUSK

     Two local COPS show up.
     Park their car in the driveway.

     They approach Jimmy's Mom.

                                 COP #1 (CHIEF)
                 Evening Ma'am.  I'm Chief Ward,
                 and this is Officer Keneny.

                                 MOM
                 Thank you for coming, Chief.  My
                 husband left work hours ago and
                 hasn't come home.  It's not like
                 him.

                                 CHIEF
                 Is there anywhere you can think of
                 that he might be?  We'll be glad
                 to check.

                                 MOM
                          (at a loss)
                 We only just moved here.  Where
                 would he go?

                                 JIMMY
                 Maybe he went back over the hill.

     The Cops look at Jimmy.

                                 CHIEF
                 What hill?

                                 MOM
                 My husband was looking behind that
                 hill this morning.  We thought we
                 might have seen an aircraft crash
                 there.

     The Cops look at each other.

                                 CHIEF
                 Oh?  When was that?

                                 MOM
                 Oh, it was early -- just before
                 dawn.  But it was nothing, he
                 already looked.

                                 CHIEF
                 We'll have a look.

     The two Cops go back along the path through the woods.
     Clicking on flashlights.
     It's starting to get dark.

                                 OFFICER KENENY
                          (to Chief, as they
                           climb the path)
                 I didn't hear anything about any
                 air crash ...

     Jimmy and his Mom stand watching as they climb the hill and
     disappear over the top of the ridge, flashlights bobbing.

     Suddenly, behind them, DAD steps out of the shadows under
     the trees.
     Mom and Jimmy hear the CRUNCH of his footstep, and turn.
     Mom SHRIEKS.

                                 MOM
                 Oh, my God, George, you scared
                 the life out of me.

     George has ANOTHER MAN with him.  A man we haven't seen before.

                                 DAD
                 This is Ed.  Ed, this is my wife.
                 This is my son.

     A pause.  They stand in the gathering gloam, while
     WHIPPOORWILLS call.

                                 MOM
                 How do you do.

                                 MAN
                 Couldn't hardly do much better.
                 And yourself?

                                 MOM
                 Yes ... I'm ... fine.  George, where
                 were you?  You scared us to death.

                                 MAN
                 Well, guess I better be going.

                                 DAD
                 See you later, Ed.

     Ed walks away into the darkness.  His neck cannot be seen.

                                 MOM
                 What happened to you?  Who was that?

                                 DAD
                          (seems evasive)
                 That's Ed.  Ed works with the Bell
                 Telephone switching division.

                                 MOM
                 Where's your car?

                                 DAD
                 I left it at work.

                                 MOM
                 You did?  Why? Where were you?
                 They said you left hours ago.
                 We were worried.

     Dad notices the parked POLICE CAR now.

                                 DAD
                          (an edge)
                 Yes, I see.

     There's something off-key about it.
     Mom senses it too -- for just a moment.

                                 DAD (CONT'D)
                          (irritated)
                 I'm home now.

                                 MOM
                 Yes -- but ...

     Just then Jimmy sees a flashlight coming toward them.
     The two COPS have come back.

     They seem -- to Jimmy -- slightly subdued.

                                 CHIEF
                          (looks at Dad)
                 I see that you're back.

     Dad nods at him.  Almost as if he knows these two!
     The two Cops nod to Mom.

     Jimmy looks quickly in the dark.
     Just a flash as one goes by -- but it looks like
     a scratch mark -- a bloody SPOT on the back of the Chief's
     neck.  He can't see the other.

     As they get into their car, Officer Keneny touches the
     back of his neck, gingerly.
     They drive away.

     Dad goes into the house with Jimmy and Mom.

     INTERIOR - KITCHEN - AFTER DINNER

     Dad seems to be in better spirits.
     Drapes his arm around Mom.
     Jimmy's watching.

                                 DAD
                          (to Mom)
                 You know, it really is beautiful
                 up there.  Let me show you.  We'll
                 take a walk after dinner.

                                 MOM
                 George, you're acting very strangely.

     Jimmy walks out of the kitchen.

     INTERIOR - DOWNSTAIRS HALL - NIGHT

     Mom comes out of the kitchen.
     Jimmy's waiting for her.

                                 JIMMY
                 Mom.  I gotta talk to you.

                                 MOM
                 What?

                                 JIMMY
                 Don't go over the hill, Mom.
                 Please.

     She looks at him.

                                 MOM
                 Why not, Jimmy?  What's wrong?

     Mom waiting.  Looks at Jimmy, concerned.

     A terrible sense of doom descending on Jimmy.

                                 JIMMY
                          (blurts it out)
                 Mom, something happened up there
                 to Dad -- He got a scratch on his
                 neck -- Promise, Mom.  Don't go.

     Jimmy's near tears.
     Terrified that something is going to happen to his mother.
     She stares at him, not knowing what to make of the outburst.
     Just then -- Dad -- comes out of the kitchen.

     Looks at them both.

                                 DAD
                 What's wrong, Ellen?

                                 MOM
                          (looks at Dad)
                 It's his nightmare.  He still hasn't
                 gotten over it ... about the other
                 side of the hill.

     They stare down at Jimmy.
     Two, tall adults.

                                 DAD
                 I'm afraid you're still upset by
                 our moving, son.
                          (a beat)
                 You'll get over it.
                          (to Mom)
                 Let's finish the dishes.

     Mom starts to go back into the kitchen with Dad.
     He puts his arm around her, smiles.
     Mom looks back at Jimmy.

                                 DAD (CONT'D)
                 How about tomorrow, we'll take a
                 walk up there when it's light.
                 Okay?  Go to bed now, son.

     Mom goes into the kitchen.
     Dad gives Jimmy a withering LOOK.
     As if he's got a perfect line on Jimmy.

     Jimmy turns away from Dad -- and goes upstairs.

     INTERIOR - JIMMY'S ROOM - NIGHT

     Jimmy lies in bed.  The blankets pulled up to his chin.
     LISTENING intently to the SOUNDS of dishes CLATTERING,
     pots and pans in the kitchen -- downstairs.
     His parents finishing up ...

     Every fiber of his being -- straining.
     As long as he HEARS them, they're safe -- inside.

     Suddenly the sounds -- grow less.
     Then -- stop.
     Silence from the kitchen.
     Jimmy's heart skips.

     He gets up -- goes to the bedroom door.
     Opens it -- looks downstairs.  Listens.
     No one downstairs.

     He runs to the window.
     SEES his Mom and Dad walking up the path to the ridge.
     His heart sinks.
     Dad escorting Mom.
     Jimmy aches to cry out -- do something.
     There's nothing he can do -- but watch.  They're getting
     smaller.  He goes to his TELESCOPE on the window sill.

     JIMMY'S POINT OF VIEW - THROUGH THE TELESCOPE

     His Mom and Dad talking at the top of the ridge.
     They disappear over it.
     Gone.

     Jimmy looks back out at the hill with his naked eye.
     Jimmy waits -- watching.
     Eyes never leaving the crest of the hill.
     His heart pounding.  Waiting.
     He rests his head on his arms on the sill.  Crying.
     The bedside alarm clock says 10:10.

                                                   DISSOLVE TO:

     LATER

     A DOOR SLAMS.
     Jimmy awakes with a jerk.
     He's fallen asleep at the window sill.
     He looks at the clock.  12:20.
     His eyes fly to the ridge.

     JIMMY'S POINT OF VIEW

     the top of the ridge -- nobody there.

     He runs to his door.
     Cracks it open.
     HEARS Mom and Dad's muffled VOICES in the living room --
     moving around.

                                 MOM'S VOICE
                          (muffled)
                 ... it's late ... he's probably
                 asleep.

                                 DAD'S VOICE
                 ... tomorrow ... midnight ...

                                 MOM'S VOICE
                 ... yes.

     They start upstairs.
     Jimmy ducks back into his room.
     Lies there under his blankets, terrified.

     He can HEAR Mom and Dad stop in the hall outside his room.
     Jimmy waits -- shivering.
     The door to his room -- cracks -- open.
     A band of hall light across the dark floor.
     He can hear BREATHING out in the hall.
     The door closes -- CLICK.
     They don't come in.

     INTERIOR - KITCHEN - MORNING

     Jimmy watches his mother closely.
     She seems cheerful, normal.  Smiling.
     Making breakfast for him.
     Her back to him.  Jimmy tries to see her neck.
     He can't.  She has HIGH-NECKED COLLAR on her blouse.
     Jimmy sits at the breakfast table looking like the end of
     the world.
     He picks at his food.

     Dad comes in.  Sits down.
     Mom is watching Jimmy eat.
     He doesn't.  Plays with the food.  Picking at it.

                                 MOM
                 Not hungry?  Jimmy, are you all
                 right?

     Jimmy forgets to say anything.
     Just stares at his food -- afraid to look at Dad.

     Mom goes to the refrigerator ... rummages through and
     finds some RAW HAMBURGER.

     As Jimmy WATCHES:

     She scoops out a small mound with her hand -- grabs a
     SALT shaker and pours enough SALT on the raw meat to
     cake it WHITE.
     Mom, without hesitating, puts it in her mouth -- chewing
     it casually -- absentmindedly.
     Jimmy STARES.
     Mom finishes swallowing and closes the refrigerator door.

     She washes her fingers off at the sink and comes over
     to them.

                                 MOM
                 I have a wonderful idea.  Why
                 don't we all go on a picnic up
                 in the hills.

     Jimmy looks at Mom -- at Dad.

                                 JIMMY
                 When?

                                 MOM
                 This afternoon.  It's wonderful up
                 there -- you still haven't seen
                 the best part.

                                 JIMMY
                          (breathing fast)
                 I have school.

                                 MOM
                          (ignoring that)
                 I'll pack us a lunch.  Hamburgers.
                 You always like that, don't you.

     Jimmy doesn't know what to say.
     The world closing in.
     He just stares at his uneaten food -- then at his
     Mom and Dad.

     Outside a horn HONNNKS.

     Mom looks out the window -- then at Jimmy.

                                 MOM
                 Your bus is here.

                                                   CUT TO:

     EXTERIOR - SCHOOL - MORNING

     Jimmy's getting off the bus with the rest of the kids.
     He's going through the gate, when he sees a COP CAR
     pulled up at the side of the road -- engine running.
     Two COPS in it -- one of them the CHIEF.
     MRS. McKELTCH is at the open window on the passenger's
     side -- talking to him.
     Jimmy leans forward -- trying to HEAR.

                                 CHIEF
                          (to Mrs. McKeltch)
                 ... Midnight.

     Mrs. McKeltch nods and goes back through the gate.
     Heading for her classroom.

     The cop car pulls away.

     INTERIOR - SCHOOL HOUSE HALLWAY - MORNING

     Jimmy, suspicious, FOLLOWS Mrs. McKeltch.
     Sees her vanish into her office.

     Jimmy sneaks up and peeks in.

     HIS P.O.V. - INSIDE MRS. McKELTCH'S OFFICE

     She is standing with her back to him, doing something
     with the SPECIMENS on her desk.

     Jimmy LOOKS, hard.

     CLOSE:  MRS. McKELTCH'S NECK -- There's a small BAND-AID
     just below the hairline.

     CLOSE:  JIMMY -- Time seems to SLOW DOWN for Jimmy.

     Mrs. McKeltch HEARS him standing there, and turns.
     A FROG is protruding from her mouth.
     SLURP -- the frog disappears -- sucked into her mouth.

     Jimmy -- SPEECHLESS with horror -- turns and RUNS.

     Mrs. McKeltch pursues him.

     INTERIOR - HALL - MORNING

     Jimmy runs toward Linda Magnuson's office.
     Mrs. McKeltch coming after him, at a run.

                                 MRS. McKELTCH
                 Stop!

     Jimmy yells as he reaches the door.  Linda coming out.
     Linda opens it -- looks at him.

                                 LINDA
                 Jimmy, what's wrong?

     She sees Mrs. McKeltch coming down the hall after him.

                                 MRS. McKELTCH
                          (angry)
                 I don't know what's gotten into him!

                                 JIMMY
                          (to Linda)
                 You have to help me.  You have to!

     Mrs. McKeltch reaches -- as if to take Jimmy back with her.
     Linda puts her arm around him.

                                 LINDA
                 It's all right, Mrs. McKeltch.  Let
                 me talk to him.

     INTERIOR - LINDA MAGNUSON'S OFFICE - DAY

     Linda takes a close look at him.
     If Jimmy was upset the other day, he's crazed now.

                                 LINDA
                          (gently)
                 It's okay.  I'm here to help.
                          (smiles)
                 I won't betray you.  Whatever you
                 tell me, stays in this room.

     Jimmy wants to trust her.  Wants to tell her.

                                 JIMMY
                          (hesitantly)
                 First ... can I see the back of
                 your neck?

                                                   DISSOLVE TO:

     LINDA'S OFFICE - LATER

                                 LINDA'S VOICE (V.O.)
                          (over)
                 "You can imagine my skepticism,
                 Colonel, when I heard Jimmy's story."

                                 LINDA
                          (laughs)
                 Eating a frog?

     Jimmy says nothing.  Drops his eyes.
     Linda shifts in her chair.

                                 LINDA (CONT'D)
                 That's quite a story.  You know
                 that, don't you?

                                 JIMMY
                 Yes.

                                 LINDA
                 A UFO lands in back of your house
                 and puts something in your Dad and
                 Mom's necks.  Then it gets the
                 police, and your teacher too.

     Jimmy nods.

                                 LINDA (CONT'D)
                 How did it get Mrs. McKeltch?

                                 JIMMY
                 She said the frog came from around
                 the Copper Ridge.  She must've been
                 behind the hill.

                                 LINDA
                 What would you think if somebody
                 told you a story like this?

                                 JIMMY
                 I'd believe him.

                                 LINDA
                 Why?

                                 JIMMY
                 'Cause he wouldn't lie.

     Linda looks at him.  Jimmy's told the story with such
     conviction.

                                 LINDA
                 Stay here a minute.

     She gets up and goes out into the hall.
     Closes the door behind her.

     INTERIOR - SCHOOL HALL OUTSIDE - DAY

     Mrs. McKeltch -- agitated and waiting.

                                 LINDA
                 Mrs. McKeltch ... Jimmy seems
                 troubled by an injury to your neck.

                                 MRS. McKELTCH
                 Injury?

                                 LINDA
                 He says you have a bandage on it.

                                 MRS. McKELTCH
                 Why, yes ... I have a boil on my
                 neck.

     Linda smiles ingratiatingly.

                                 LINDA
                 Why don't you let me have a look
                 at it?  I might be able to help
                 you clear it up.

     Mrs. McKeltch stiffens.

                                 MRS. McKELTCH
                 Of all the nerve!  Why, I never
                 heard of such a thing.

     Mrs. McKeltch storms off with her nose in the air.
     Linda looks at her -- startled.
     Thoughtful now -- she returns to her office.

     INTERIOR - LINDA'S OFFICE - DAY

     She closes the door again.
     She looks at a waiting Jimmy for a long moment.

     There is a KNOCK at the door.
     She opens it.  There stands the PRINCIPAL.

                                 PRINCIPAL
                          (trying to look
                           over her shoulder)
                 Ms. Magnuson, is Jimmy Gardner
                 with you?

                                 LINDA
                          (guardedly)
                 Why, yes.

                                 PRINCIPAL
                 Jimmy's father is on the phone.  I
                 wonder if you'd take the call.

                                 LINDA
                          (mystified)
                 All right.
                          (to Jimmy)
                 I'll be right back.

     She goes out, closing the door.

     INTERIOR - PRINCIPAL'S OFFICE - DAY

     The Principal hands her the phone and goes back to his
     paperwork.

                                 LINDA
                          (into phone)
                 Hello, this is Ms. Magnuson speaking.

                                 DAD'S VOICE
                          (on phone)
                 I understand, Miss, that you have
                 my son in your office.

                                 LINDA
                 Yes, I do, Mr. Gardner.

                                 DAD'S VOICE
                 May I ask why?

                                 LINDA
                 We were having a little talk.

                                 DAD'S VOICE
                 About what?

                                 LINDA
                 Children often have trouble adjusting
                 to a new school.

                                 DAD'S VOICE
                          (after a beat)
                 I don't know what he's told you --
                          (turning ugly)
                 What has he told you?  Would you
                 like to tell me -- ?

                                 LINDA
                 Mr. Gardner, I --

                                 DAD'S VOICE
                 You people have a lot of nerve,
                 taking it on yourselves to encourage
                 young children to speak out of turn.
                 I'm of a mind to pull him out of
                 school if this is your idea of how to
                 handle ... What sort of training do
                 you have anyway?

                                 LINDA
                          (alarmed at the tone)
                 Mr. Gardner, I don't think this is
                 the place to discuss this matter.

                                 DAD'S VOICE
                 I'm not particularly interested, Ms.
                 Magnuson, in what you think is correct.
                 My wife and I are going away on a
                 business trip this afternoon and we
                 want Jimmy with us.  Keep him in your
                 office until we arrive.

                                 LINDA
                 Of course.

     Very odd vibes she's picking up on the other end of the phone.

                                 DAD
                 We'll be by to pick him up in ten
                 minutes.

                                 LINDA
                 Yes, Mr. Gardner.

     CLICK.  George hangs up.
     Linda sets down the phone and looks at it a long moment.

     INTERIOR - LINDA'S OFFICE - DAY

     Linda comes back in and looks at Jimmy.
     Jimmy looks fearful.

                                 LINDA
                 That was your father.  They're
                 coming to pick you up in ten minutes.

     Linda continues to study him.
     Jimmy takes several deep breaths.  Looks at her pleadingly.

     Linda looks at her first floor window -- then at Jimmy --
     and decides something.

                                 LINDA (CONT'D)
                 You can go out that window -- it
                 leaves you off at the back of the
                 school building.

     Jimmy's heart leaps.
     She believes him.  He loves Ms. Magnuson.
     Linda begins to draw a quick map.

                                 LINDA (CONT'D)
                 Do you know how to follow a map?

                                 JIMMY
                 Yes.  I can even read star maps.

                                 LINDA
                          (drawing)
                 This shows how to get to my home.
                 I'm giving you back roads and
                 footpaths, so there's less chance
                 of you being seen.

     She takes a key out of her purse.

                                 LINDA (CONT'D)
                 This is the key to my back door.
                 I'll meet you there when school
                 lets out.

     Jimmy takes the map and key and goes to the window.

                                 LINDA (CONT'D)
                 I'll go out and occupy the Principal.
                          (smiles)
                 I never saw you leave.  Okay?

     Jimmy opens the window -- and lowers himself out.

     EXTERIOR - SCHOOL BUILDING - DAY

     Jimmy drops down from the window -- behind some low bushes
     and a tree outside the window.
     Free -- he takes in some breaths of clean, fresh air.
     Looks both ways to see no one's around ... and starts
     across the school grounds ... toward the gate.

     Sneaking out to the gate now, Jimmy hugs the building.
     The grounds deserted -- all the other kids back in class.

     Suddenly, Jimmy SEES his PARENTS' CAR coming down the road.

     Jimmy presses close to the wall -- and watches as his
     parents' car parks in the visitor's parking lot.

     Then he starts to run -- through the teacher's parking lot.

     Jimmy's almost around a van -- when he sees Mr. Cross, the
     Principal, coming toward him headed for his car.
     Nowhere to go -- Mr. Cross is going to see him any second.

     The door on the van he's hiding behind stands open.
     Jimmy hops in -- just before Mr. Cross turns the corner.

     INTERIOR - VAN - DAY

     Jimmy can HEAR Mr. Cross go by.

                                 MR. CROSS'S VOICE
                 Good afternoon, Mrs. McKeltch.
                 Enjoy your weekend.

     Jimmy freezes --
     Just as he leans forward to climb out of the van -- someone
     outside touches the sliding van door and SLAMS it shut.
     Jimmy's trapped.
     He scrunches down behind the jump seats.  The front door
     opens and someone gets in.

     MRS. McKELTCH!  His heart stops.
     She doesn't see Jimmy.  She starts the van and pulls out
     of the lot.

     They start driving -- Jimmy stowed away, unseen.

     INTERIOR - VAN - DRIVING

     Mrs. McKeltch drives along the highway -- then a country
     road.

     Jimmy sneaking peeks at her from in back -- can SEE the
     Band-Aid hanging loose -- revealing the MARK at the back
     of her neck as she drives.

     Mrs. McKeltch drives on further.
     Then slows the van -- and pulls off the country road.
     Driving into the woods.

                                                   CUT TO:

     INTERIOR - HALL OUTSIDE LINDA'S OFFICE - DAY

     Jimmy's Mom and Dad --
     Dad's furious with Ms. Magnuson.

                                 DAD
                 What do you mean -- gone?  What
                 the hell kind of a nurse are you,
                 anyway?

                                 LINDA
                 I'm sorry, Mr. Gardner.  I was out
                 of my office for a minute and when
                 I got back -- he was gone.

     Linda is studying him -- and his wife carefully.
     He still has the Band-Aid on the back of his neck.
     Linda SEES it.

     Dad looks at Mom --

                                 DAD (CONT'D)
                 What did he talk to you about?

                                 LINDA
                 He was upset with moving, I believe.

                                 DAD
                 Is that all he said?

                                 LINDA
                 Why, yes.  Why?

     Dad exchanges another look with Mom -- and they leave,
     brusquely.
     Linda left standing in the hall.

                                                   CUT TO:

     INTERIOR - VAN - DAY

     From where he's hiding Jimmy can see only UP ANGLES of
     trees and sky.
     Mrs. McKeltch stops the van and gets out.

     Jimmy waits -- then crawls up to look out the driver's side
     window.
     He sees Mrs. McKeltch walking away through the woods toward
     a HILLSIDE.
     Jimmy continues to watch as Mrs. McKeltch stops before some
     sort of TUNNEL.
     She goes in.

     EXTERIOR - FOREST - DAY

     Jimmy lets himself out of the van and follows
     along the path Mrs. McKeltch took.

     He comes to the mouth of the TUNNEL.
     Eight feet high.
     Jimmy can HEAR Mrs. McKetlch WALKING down the
     tunnel's length.
     He follows her.

     INTERIOR - TUNNEL - DAY

     The SOUND of Mrs. McKeltch's FOOTSTEPS in the tunnel.
     Jimmy looks at the tunnel walls.  They're frozen BUBBLES
     of some kind -- as if the tunnel was formed by melting.
     Following, Jimmy notices that it's not getting any
     darker.  There's a light -- red colored -- up ahead.
     Hugging the wall ... hiding behind rocks ... Jimmy follows.
     Ahead, he hears Mrs. McKeltch's footsteps come to a
     HALT.

     He PEEKS around the corner ... and SEES ...

     Mrs. McKeltch standing in the half-red light --
     met by TWO 7 FOOT HIGH CREATURES.
     Part MACHINE, part FLESH --
     Their arm and leg appendages -- metal.
     Their mid-section -- electro-mechanical.
     Their HEADS -- large box-like things -- with something
     inside -- floating in liquid and visible through a
     window.

     The thing inside is BRAIN-LIKE.  A small STRUCTURE,
     constantly changing -- forming and re-forming itself.
     Delicate TENDRILS grow out from the edges, and an EYE,
     of sorts, floats over the surface of the brain-flesh.

     They escort Mrs. McKeltch through a rectangular door
     in the tunnel.  Jimmy waits till they clear -- then
     sneaks up.

     INTERIOR - TUNNEL DOOR - DAY

     Jimmy sneaks up to the door he saw Mrs. McKeltch disappear
     through.  It's machined, reddish metal and plastic -- set
     flush with the tunnel.  The door itself is a door set in
     the side of some larger object -- a ship?

     Jimmy listens at the door.  From inside he hears a heavy
     RUMBLING.  Jimmy hesitates a moment -- steeling himself --
     then goes in.

     INTERIOR - SHIP - DAY

     A bronze/green light on the machined walls.
     Cold, austere, and no one around.
     The ship appears to be built -- inside -- in the
     form of a SPIRAL -- like a sea shell --
     long, curving ramps and translucent bronze walls.

     The only corridor leads -- down -- to a small ROOM.
     Through the semi-transparent WALL, Jimmy can SEE
     into the ROOM.

     INTERIOR - ROOM - DAY

     Mrs. McKeltch is standing before a CONSOLE -- or
     ALTAR.

     The 7' Cyborgs stand on either side of her, like
     two escorts.

     LOW, LOOMING ANGLES of Mrs. McKeltch -- waiting in front
     of the altar.  As Jimmy watches, two heavy metal
     SHUTTERS slide open to reveal --

     The SUPREME INTELLIGENCE

     The same sort of brain tissue as in the Cyborgs --
     but LARGER and more active.  Swimming in a perfect,
     glass sphere -- the brain has the IMPRESSION of a
     FACE on it.  Slitted eyes with heavy lids, no mouth --
     the brain-face is capable of registering RAGE, cool
     ALARM, irritation, and lightning THOUGHT, that is
     transmitted to its agents.

     Mrs. McKeltch appears drugged -- mechanically responsive
     to this controlling thing.  As Jimmy watches --
     it TESTS her.

     Like checking out a circuit board -- Mrs. McKeltch
     responds to slight movements of the eye in the box.
     She raises one arm -- then another.
     Looks left -- looks right.
     Opens her mouth.

                                 MRS. McKELTCH
                          (speaks vowels)
                 Aa.  Oh.  Ee.  Oo.

     A pause -- a SILENCE settles over the ship.
     Jimmy feels it -- and interruption in the exchange between
     Mrs. McKeltch and the INTELLIGENCE.  The eye in the thing
     on the altar starts to move about -- RAPIDLY -- as if
     searching the area for something.  Jimmy ducks down.

     Jimmy freezes.  Looks back at the open door in the ship.
     Two CYBORGS begin moving toward the open door.
     Mrs. McKeltch starts RUNNING in Jimmy's direction.

     Jimmy runs -- underneath the grasp of a Cyborg --
     out of the ship -- and down the tunnel.
     Running faster than he's ever run in his life.

     INTERIOR - TUNNEL - DAY

     Jimmy running -- can SEE the light ahead at the end
     of the tunnel --

     EXTERIOR - FOREST - HILLSIDE - DAY

     Jimmy comes bursting out of the tunnel opening.
     He marks its location in his mind with reference points.
     Two nearby trees -- a large rock outcropping --
     and then continues RUNNING.  Down the hillside --
     through the forest -- Trying to orient himself as he runs.
     He stops and sees his house a quarter of a mile to the left.
     The tunnel opening is in the same ridge that runs in back
     of his house!  To the right should be the road leading to
     Linda Magnuson's house.  He stops and hides behind a bush,
     taking a breather, and checks the map Linda drew for him.

     Linda's house is just a half mile down the road from his.
     He reaches the road and starts running for Linda's.

     EXTERIOR - ROAD - AFTERNOON

     Jimmy can see Linda's house up ahead.  Her car in the
     driveway.  Jimmy runs around to the side of her house.
     Looks in the window.  Sees Linda -- alone -- in the house.
     He runs to the back door and pounds on it.  Linda opens it.

                                 JIMMY
                 Ms. Magnuson!  Ms. Magnuson!  I
                 found them -- they're down in the
                 tunnels!

     Linda tries to calm him down.

                                 LINDA
                 Jimmy, calm down!  What happened?
                 Tell me what happened!

                                 JIMMY
                          (nearly incoherent)
                 I got trapped in Mrs. McKeltch's
                 van -- and she went to the tunnel
                 and went down there with them --
                 behind my house.  I saw them.

                                 LINDA
                 Where, Jimmy?

                                 JIMMY
                 Behind my house, up on the ridge.

                                 LINDA
                 If we go and look and there's
                 nothing there, you'll have to admit
                 to me that this is all in your mind.

     Jimmy catches his breath, then nods.

                                 JIMMY
                 Yes.

     EXTERIOR - ROAD - AFTERNOON

     Linda parks her car out of sight -- off the road at a
     spot Jimmy shows her.  They get out and start toward
     the top of the ridge.  Jimmy leading the way, cautiously.
     Jimmy sees the two large trees, the rock outcropping.

                                 JIMMY
                 This is the spot.

     Linda looks around for something -- anything.  There's
     nothing.  No tunnel opening.  No sign of anything wrong.
     Jimmy looks too.  Disturbed.

                                 JIMMY (CONT'D)
                 This is where it was -- the tunnel
                 opening.

                                 LINDA
                          (gently but firmly)
                 I don't see anything.

                                 JIMMY
                 No, but it was here.

     He goes over, as she watches, and feels the side of the hill.
     Solid and undisturbed.  Grass growing out of where the
     tunnel opening has to be.

                                 JIMMY (CONT'D)
                 It isn't here.  It's gone.

     Linda looks at him skeptically.

                                 JIMMY (CONT'D)
                 I swear it was here.

                                 LINDA
                 But it's not, Jimmy.

                                 JIMMY
                 No.

                                 LINDA
                 Let's go look at the sand pit
                 behind your house.

     The mention of the place produces a feeling of dread in
     Jimmy.

                                 JIMMY
                 They'll get us.

                                 LINDA
                 We'll be very careful.  But we
                 have to see.
                          (she studies Jimmy)
                 If something landed there, there
                 would be a big scar in the ground.
                 Wouldn't there?

     Jimmy nods.

                                 LINDA (CONT'D)
                 Let's go.

     EXTERIOR - HILL - LATE AFTERNOON

     Jimmy and Nurse Magnuson are climbing toward the crest --
     along a different path than the one leading from Jimmy's
     back yard.

                                 JIMMY
                          (whispers)
                 Be careful.  Please be careful.

     Linda nods.  Her face serious and alert, glancing around.

     EXTERIOR - CREST OF HILL - NEAR SUNSET

     Jimmy's heart is in his mouth.
     Down below, they can see his house.
     Looking the other way -- THE PIT.

     It lies before them -- undisturbed.
     The sand smooth and white.

                                 LINDA
                          (holds his hand)
                 Does it look to you like anything
                 landed here?

                                 JIMMY
                          (looking around)
                 Maybe -- it landed in the bushes.

     Two figures against the orange sky.  A wind blowing.
     Big fleecy clouds in the sky.

                                 LINDA
                          (kindly)
                 Jimmy -- we're already in trouble,
                 both of us, because of me helping
                 you run away.  Now, I can make up
                 a story that will smooth things over.
                 Your house is right down there.  Why
                 don't you let me take you home, and
                 tell your parents something that will
                 make them not be mad at us?

     He looks up at her.  Holding her hand.
     She's still in her white nurse's uniform -- beautiful.
     Every young boy's vision of a protector.

     Jimmy looks down at his house.
     At that moment, a blue AIR FORCE PICKUP pulls up in front
     of Jimmy's house.
     He gasps and jerks his head down.
     He and Linda peek through the bushes.

     As they watch, TWO AIR FORCE MEN go and knock at the
     front door of the house.
     The door is opened by Dad.
     He talks with them awhile -- then POINTS up the hill --
     seemingly directed at Jimmy and Linda, which makes them
     duck back down.

     The AIR FORCE MEN start up the hill.
     They have some sort of detector with them that Jimmy can see.
     They sweep the ground as they walk.
     Closer now to the crest of the hill.

     As Jimmy and Linda watch, the two Air Force MEN reach the
     crest of the hill -- and go down to the sand PIT.
     50 yards across.

     Their instrument-counters perhaps registering something.
     They fan out -- walking out onto the sand.
     Their backs to each other.

     Jimmy -- watching -- is almost afraid to breathe.

     Suddenly -- as Jimmy and Linda look on --
     the GROUND OPENS UP beneath one of the men.
     A VORTEX OF SAND under his feet --
     PULLING him -- swiftly and wordlessly -- DOWN.
     GONE under the sand.

     The OTHER MAN -- hears the gasp.
     Turns swiftly --
     gets the same surprised look on his face.
     He is SUCKED DOWN.
     Both gone now.
     The sand SMOOTHS OVER as though it had never been
     disturbed.

     Linda and Jimmy look at each other.

     Jimmy and Linda -- RUN for the car.

     INTERIOR - LINDA'S CAR - SUNSET

     Linda tries to start the engine.
     It has trouble catching.
     She grinds the engine -- it falters.
     Panicked now -- she pumps the gas pedal.
     Cranks the car -- it won't go.
     Nearly hysterical -- she pounds the steering wheel.
     Jimmy watches.
     Still the car won't go.

     Suddenly they see the Air Force PICKUP coming down the road.
     Jimmy and Linda freeze.

     EXTERIOR - ROAD - DUSK

     The AIR FORCE PICKUP -- with the TWO MEN in the front seat --
     looking as if nothing's happened -- drives by.

     No sign from the men that anything's wrong.

     The pickup goes around the curve in the road.

     Jimmy and Linda look at each other.

                                                   CUT TO:

     INTERIOR - COLONEL'S OFFICE - NIGHT

                                 LINDA
                 ... Afterwards the two Air Force men
                 came back in their truck.  They
                 drove by us like nothing had happened.
                 Now they're on the base.  I saw them.

     Jimmy nods.
     It's all true.
     Wilson looks at Sgt. Rinaldi.

                                 SGT. RINALDI
                          (to Col. Wilson)
                 That would be Hollis and Johnson.
                 They were assigned to ground
                 search in this area.

                                                   CUT BACK TO:

     EXTERIOR - ROAD - DUSK

     Linda tries the car again.
     Now it roars to life.
     Linda gets it back on the road and drives away quickly.

                                 JIMMY
                 What are we going to do now?

     Linda's silent -- thinking.  She turns down several roads --
     arriving at some streets in a residential neighborhood
     outside town.

                                 JIMMY (CONT'D)
                 Where are we going?

     Linda gets to the corner -- about to turn onto the street.

     They see a POLICE CAR parked in front of her house.
     Waiting.

                                 JIMMY (CONT'D)
                 No, no!  The cops are with them!

     Linda drives through the intersection -- and keeps going.

     EXTERIOR - MARKET PARKING LOT - TOWN - EVENING

     Linda pulls into a full parking lot -- finds a place.

                                 LINDA
                 Stay here.  I'm going to make a
                 phone call.

                                 JIMMY
                 Who are you calling?

                                 LINDA
                 The State Police.

     Linda gets out and walks toward a Public Telephone
     behind the market.

     Jimmy slinks down onto the front seat, out of sight.

     INTERIOR - PUBLIC TELEPHONE - NIGHT

     Linda drops in 20c and dials 411.

                                 LINDA
                          (into phone)
                 Yes, I'd like the number of the
                 State Police in Denver, please.
                          (waits)
                 Yes, thank you.
                          (jots the number
                           on the back of
                           the phone book)

     INTERIOR - LINDA'S CAR - NIGHT

     Jimmy's looking up -- through the open window at
     MRS. McKELTCH.

                                 MRS. McKELTCH
                          (staring at him --
                           hard)
                 There you are!  Everyone's looking
                 for you!

     Panicked, Jimmy slides across the front seat -- and jumps
     out of the car from the driver's side.
     Runs away.
     Mrs. McKeltch trying to follow him.

                                 MRS. McKELTCH (CONT'D)
                 Wait!

     Jimmy runs into an alley -- off Main Street.
     Jimmy's a fugitive in the small town.
     He darts out of the alley -- onto Main Street.

     EXTERIOR - MAIN STREET - JUST DARK

     Jimmy slinks along the sidewalk like a criminal.
     Looking for a place to duck into.
     Nothing's open in this part of the block.

     Suddenly, up ahead, he sees a COP.
     Walking in his direction.
     Jimmy freezes -- looks back.
     MRS. McKELTCH coming up on him from behind.

     Suddenly, a car pulls up next to him -- a white Ford.
     The passenger door pops open.

                                 LINDA
                 Get in the car.

     Jimmy gets in and she pulls away.

     INTERIOR - CAR - NIGHT

     Linda, thinking as she drives.

                                 JIMMY
                 Did you call the State Police?

                                 LINDA
                 All their lines were busy.

     Linda looks bothered by that.
     She's driving out of town, while trying to think where to go.

     Up ahead, parked under the lights of a filling station,
     is a POLICE ROADBLOCK.
     A cop talking to a motorist.

     Linda turns off onto a side road.

                                 LINDA
                 There's one place we can hide,
                 while we call the FBI.

     EXTERIOR - THE SCHOOL - NIGHT

     Deserted at this hour.
     Linda pulls up.

                                 LINDA
                 No one comes here after dark.

                                 JIMMY
                 Hide the car.

     Linda pulls off the road, rolling across the grass and dirt.

     EXTERIOR - ROADSIDE - NIGHT

     Linda parks the car behind some trees and hedges.
     Not visible from the road.

     She and Jimmy get out -- and cross the road.
     Headed for the school.

     EXTERIOR - SCHOOL BUILDING - NIGHT

     Linda unlocks the door and they go in.

     INTERIOR - SCHOOL BUILDING - NIGHT

     Linda unlocks the office.  Deliberately avoids turning on
     lights.  Jimmy follows her in.  Hard to see in the dark
     office.
     She goes for the phone.
     The phones have LOCKS on them.
     Linda tries to undo the lock.  No good.

                                 LINDA
                          (frustrated)
                 Damn.

                                 JIMMY
                 I know a way.

     He takes the phone from her hand.

                                 JIMMY (CONT'D)
                 What's the number?

     Linda takes the slip of paper from her purse and gives
     it to him.

     The phone is a dial-type rather than pushbutton.
     Jimmy positions his index finger carefully over the
     cradle button -- and begins TAPPING out the number.
     TAP TAP TAP - pause - TAP TAP TAP TAP TAP TAP TAP
     TAP TAP TAP - pause - TAP TAP TAP - tapping out each
     number in the exact rhythm the dial would make.

     Linda watches, amazed.

     The phone starts RINGING in Jimmy's ear.
     He hands it to Linda.
     She puts it to her ear.
     The line on the other end is picked up.

                                 VOICE ON PHONE (V.O.)
                 "All circuits are busy at this time.
                 Please try again later."

                                 LINDA
                          (looks at Jimmy)
                 Still busy.

                                 JIMMY
                          (remembering)
                 There was this guy with Dad ... who
                 said he worked at the telephone
                 switching division.

     Car HEADLIGHTS sweep the parking lot.
     The CRUNCH of gravel outside.
     Linda looks out the window.
     A cop car has parked in the school lot.
     Two OFFICERS coming toward the building.

                                 LINDA
                          (grabs Jimmy's hand)
                 This way.

     INTERIOR - HALLS - NIGHT

     Linda and Jimmy running down the darkened halls.
     Jimmy sees a door leading to the basement.

     Linda pulls open the heavy fire door.

     They make their way down the metal stairs -- into the
     bowels of the school.

     INTERIOR - SCHOOL FURNACE ROOM - NIGHT

     Huddled in the furnace room.
     A ruddy glow coming from behind the large furnace doors.
     A slight RUMBLING from the boilers.

     Moving through the floor above they can hear FOOTSTEPS.
     Doors OPENING and CLOSING.  A quick search going on.
     Then the feet leave.  The outside door SLAMS SHUT.
     The COPS are gone.
     Linda and Jimmy breathe easier.

     Linda looks upset.

                                 JIMMY
                 What is it?

                                 LINDA
                 I don't know.  I don't know what
                 I'm doing here --

     Linda's doubts emerging -- unsure what she's doing.

                                 JIMMY
                 But you saw -- the men go under
                 the sand ...

                                 LINDA
                 Yes ... yes, but I'm not sure what
                 I saw anymore.

     Just then -- they hear a new, strange RUMBLE.
     DEEPER than the boiler and all around them.

                                 JIMMY
                          (listening)
                 What's that?

     Linda looks at the FLOOR of the furnace room.  Concrete.

     It begins to CRACK ... then HEAVE.

     They both fall back against the stairs.

     The floor ERUPTS. -- CRACK.
     A GLEAMING bronze-red METAL POD rears its head.  Alien
     technology no human has ever seen -- rising up on a shiny,
     metal telescoped neck -- flexible, capable of rotating a
     full circle -- it confronts them.
     A ruby red eye in the tip.  It all but HISSES, cobra-like.
     Thrashing around.  Grabbing for light and air.
     Jimmy SCREAMS.
     The thing takes note -- and like a finger withdrawn
     reflexively from a hot stove, it RETRACTS.
     Slithering back down into the floor -- like a giant roach.
     As suddenly as it appeared -- it's gone.

     Shaking like a leaf -- Jimmy goes over to the torn up
     section of the floor.

     A gaping hole -- going down 10 feet -- the entrance
     to an underground tunnel.

                                 LINDA
                 Don't go in.

                                 JIMMY
                 I'm not.
                          (backs off)
                 They must be tunneling under the
                 whole town.

                                 LINDA
                 We can't do this alone.  We've got
                 to get help.

                                 JIMMY
                          (remembering)
                 There was a man named Colonel Wilson,
                 from the Air Force Base.  He was
                 talking in our class.  He said we could
                 visit him any time we wanted.  I'll bet
                 he could do something.

                                 LINDA
                 Let's try.

     She takes his hand and they run up the stairs, leaving
     the gaping hole in the basement behind them.

     INTERIOR - CAR - NIGHT

     Linda Magnuson driving like a madwoman.
     She looks at her watch.

                                                   DISSOLVE TO:

     INTERIOR - COL. WILSON'S OFFICE - NIGHT

     Col. Wilson is sitting back in his chair.
     Staring at his desk.
     Slowly tapping the eraser end of his pencil on the desk.

     Jimmy and Linda watch him intently.
     Waiting for a response.

                                 JIMMY
                          (fearful)
                 Colonel Wilson -- whatever is
                 supposed to happen -- it's supposed
                 to happen at midnight.

     They all look at the wall clock.  11:20.

                                 LINDA
                 I assure you -- it's true, Colonel.

     Their conviction is enormous.  But the story is mind-boggling.
     Wilson looks at them -- then at Sgt. Rinaldi.

                                 COL. WILSON
                          (shakes his head)
                 I can see that you're sincere, but
                 I'm sure you can understand how hard
                 it is to believe this story.

     The BUZZER in the Colonel's office buzzes.
     He flicks the switch.

                                 AIDE'S VOICE
                 Colonel, Lts. Hollis and Johnson are
                 here to see you, sir.

     Wilson, suspicion growing; looks at Rinaldi.

     INTERIOR - THE COLONEL'S RECEPTION AREA - OUTSIDE

     Lts. Hollis and Johnson, the men we saw at the pit, are
     waiting to go in.  Sidearms in the holsters.

                                 COL. WILSON'S VOICE
                          (after a beat)
                 -- Send them in.

     The Colonel's AIDE (CURTIS) nods for them to go in.
     Lts. Hollis and Johnson -- very grim -- go in.

     INTERIOR - COL. WILSON'S OFFICE - NIGHT

     The door swings open.

     The Colonel at his desk -- seemingly alone in the room.
     Hollis and Johnson step inside and draw their service
     weapons.
     Rinaldi immediately jumps them from behind the door --
     knocking the guns away.  Rinaldi gets the drop on them.
     Two M.P.s rush into the office -- guns drawn on Hollis
     and Johnson.

                                 RINALDI
                 You two are under arrest.

     Hollis and Johnson are dragged to their feet by M.P.s.

                                 COL. WILSON
                 Now you two are going to tell me
                 what this is all about.

     Before he can go further Johnson and Hollis get a peculiar
     look on their faces.  They GRAB the back of their heads --
     and CRASH to the ground -- SPASMING.

     Wilson looks shocked.
     Sgt. Rinaldi kneels over them.  Feels for the pulse in
     their necks.

                                 RINALDI
                          (looking up; astounded)
                 They're dead.

     Jimmy and Linda come out of the Colonel's lavatory where
     they were hiding.  They look at the two bodies.

     Wilson looks at them -- then at the two bodies.  The
     backs of their necks!  He and Rinaldi are looking at
     TWO RED SPOTS on the necks of Hollis and Johnson.
     Rinaldi meets the Colonel's eyes.  Shaken.
     Linda and Jimmy turn away from the sight.

     CURTIS, the Colonel's aide, comes in.  With him -- more
     of the Colonel's men.

     Wilson looks at the wall clock.  11:26.  It takes him
     only a second to leap into action.

                                 COL. WILSON
                 Close the base.  Seal the perimeter.
                 Alert base security.

     Curtis jumps to.

                                 COL. WILSON (CONT'D)
                          (to Rinaldi)
                 I want these two men taken to sick
                 bay and autopsied.

     Colonel Wilson looks at Jimmy.  My God, is it true?

     The Colonel walks to his windows and opens the levelor
     blinds.  He looks out at something.  In the distance --
     bathed in SPOTLIGHTS -- is a ROCKET of some kind.

     The Colonel stares at it -- joined by Rinaldi.  Both
     of them thinking now.  Jimmy goes over -- looks also.

     Now Jimmy sees it -- a gleaming ROCKET being prepared
     for launch.  Awash with lights.

                                 JIMMY
                 What's that?

     The Colonel doesn't answer -- looks at Rinaldi.
     They're joined by several CIVILIAN and Air Force
     TECHNICIANS.

                                 TECHNICIAN
                 What's going on?

                                 COL. WILSON
                 We've sealed the base.  I'm
                 increasing security around the
                 launch.

                                 TECHNICIAN #1
                          (alarmed)
                 Is something wrong?

                                 COL. WILSON
                 I'm not sure ...

     The Colonel looks at Jimmy -- who's waiting for an
     explanation.

                                 COL. WILSON (CONT'D)
                          (to Jimmy)
                 We have a launch scheduled for
                 tonight.  We thought, by launching
                 it from here, we could minimize
                 publicity.

     Jimmy looks at him -- still doesn't understand.

                                 COL. WILSON (CONT'D)
                 We're disguising it as a military
                 satellite launch.  Only it's not
                 a satellite.

     Jimmy and Linda look at each other.

                                 COL. WILSON (CONT'D)
                          (nods to the Tech)
                 Go ahead.  Tell them.

                                 TECHNICIAN #1
                 It's a soft landing mission.

                                 JIMMY
                 Where's it going?

                                 TECHNICIAN #2
                 To Mars.

                                 JIMMY
                          (eyes wide)
                 Mars!

     The Colonel shoots Jimmy a glance.

                                 LINDA
                 What will the rocket do?

     The Colonel nods for the Technician to explain.

                                 ENGINEER
                 It will explore a 50-mile square of
                 Mars -- looking for life.  It's
                 designed to retrieve samples from
                 beneath the Martian surface, down
                 to 200 feet.

                                 COL. WILSON
                 Earth and Mars are in this relative
                 position only once every 20 years.

                                 TECH #2
                          (getting concerned)
                 We have to launch tonight.

     Linda looks puzzled.

                                 LINDA
                 You're looking for life?

                                 JIMMY
                 They didn't find any signs of life
                 on the Viking missions.

                                 SCIENTIST
                 That's why we're looking beneath
                 the surface this time.  Something
                 might be able to live down below.

     Silence.  A thought forming.

                                 COL. WILSON
                 And if it does -- it might not want
                 to be found.

                                 LINDA
                          (realizes)
                 The tunnels.

     Colonel Wilson and Rinaldi look at each other.

                                 COL. WILSON
                          (faces Jimmy and Linda)
                 There's something you two should know.
                 Two nights ago there was a very large
                 meteor fall on our radar -- but no
                 reports of a strike.  We were on full
                 alert for an hour, and we've had
                 search teams out, looking for a sign
                 of some kind of impact or landing.
                 Hollis and Johnson were the ground
                 team assigned to your area.

     The Colonel goes back to the window -- looking out at
     the rocket being readied.

                                 COL. WILSON (CONT'D)
                 I want every man on the base checked.
                 I want updates every five minutes
                 from launch control.

     The clock on the wall reads 11:56.

                                                   CUT TO:

     INTERIOR - NUCLEAR POWER PLANT/GRID STATION - NIGHT

     Jimmy's MOM and DAD walking down the hall toward the
     main room.
     Past the "Danger - Radiation" signs.
     Past the "Restricted Access" signs.

     George walks by a fellow worker in the hall.

                                 FELLOW WORKER
                          (surprised to see him)
                 George -- you're here late.

     George smiles and keeps walking.  Mom pacing him.

     They get to the GUARD DESK before the main control room.
     HENRY, a private security guard, looks up.

                                 HENRY
                 Mr. Gardner -- I didn't expect you
                 tonight.

                                 GEORGE
                          (smiles coldly)
                 I have some work to do.  This is
                 my wife.

     Henry looks at them.  George starts to take out his I.D.
     badge.

                                 HENRY
                 That's not necessary, Mr. Gardner.
                 Go right in.

     George nods and goes into the main control area with his
     wife.

     MOM PICKS UP A WRENCH.

     INTERIOR - CONTROL ROOM - NIGHT

     11:59 on the wall clock.
     Dad goes directly to the computer tape drives and puts
     on a reel all his own.

     The TECHNICIAN in charge watches him.

                                 TECHNICIAN
                 What's this, George?

                                 GEORGE
                 It's a simulation tape I have to
                 run.

     The Technician watches as George finishes inserting it --
     and hits the RUN button.

     Dad leaves the computer -- Mom following him --
     Walks -- grimly -- to the MAIN control desk.

     KARL, the night operator, looks up to see George -- just
     as the ALARM BELLS start to SOUND.

     George towers over him.

                                 KARL
                          (looks at the board;
                           then at George)
                 What ... ?!

     A ROLLING BLACKOUT showing on the board.
     The whole system -- CRASHING.

     JIMMY'S MOM KNOCKS THE MAN OUT! --
     while Dad grabs control of the board.
     Jimmy's Dad starts flicking switches -- defeating the system.
     SIRENS WHOOPING -- people running around in the room.

                                 TECHNICIAN
                          (shouts)
                 Henry ... Guards! ... in here!

     Security personnel start running toward Dad at the main board.
     Mom tries to hold them back.
     The LIGHTS FLICKER -- and go off --
     Come back on as auxiliary power kicks in.
     The Guards -- and other personnel -- wrestle Jimmy's Dad
     away from the board.

     Dad watches as INFORMATION CONSOLES light up.
     "ADP'S HAVE FAILED."

     Then -- a momentary pause --

                                 TECHNICIAN
                          (shocked)
                 Dammit!  Plant #2!  The damping rods
                 just went in!  Both reactors are out!!

     They drag Jimmy's parents away -- under arrest.
     Mom and Dad exchange a look -- impassively.

     The GIANT ELECTRONIC DISPLAY above them shows a complete
     CRASH of the Power Grid.

                                 TECHNICIAN
                          (staring at board)
                 It's a shut-down -- a complete
                 shut-down -- Christ Almighty!

     Jimmy's Mom and Dad are dragged out of the room -- hardly
     resisting.

                                                   CUT TO:

     INTERIOR - BELL TELEPHONE SWITCHING CENTER - NIGHT

     ED, the man we saw with Jimmy's Dad, is busy at work --
     Short-circuiting massive ARRAYS of switching equipment.

     He goes about it slowly -- methodically -- mechanically.
     The LIGHTS in the phone center -- flickering on -- and off.

     Ed -- finished with his work -- stands back.
     PEOPLE rush in -- look aghast at what he's done.

     Ed's seized -- not resisting -- and dragged out.

                                                   CUT TO:

     INTERIOR - POLICE STATION - NIGHT

     The lights out in the main room.

                                 COP
                 What's wrong with our goddamn
                 generators?!  Get them turned on.

     EMERGENCY -- battery powered -- lights come on.
     The Chief looks away from the bright beams of light
     coming from the heavy duty flashlights.
     The wall clock reads 12:01.

     Another COP slams down the phone.

                                 COP #2
                 Chief -- the phones just went out.

                                 CHIEF
                          (addresses his men)
                 Calm down!  And SHUT UP!

     They're all listening now.

                                 CHIEF (CONT'D)
                 I want this town sealed tight.  No
                 one in or out -- they'll be no
                 looting during this crisis.

                                 OFFICER
                 Chief -- we're not going to have
                 any looting -- and the power will
                 be back in a few minutes, probably.

                                 CHIEF
                          (snaps)
                 That's a direct order, Smith.  I
                 want everyone armed with riot
                 weapons.  Set up roadblocks on all
                 the main arteries.

     The OTHER COP we saw out at Jimmy's place exchanges a look
     with the Chief.

                                 OFFICER KENENY
                 You heard the Chief, boys.  Let's
                 get to it.

     They all file out -- carrying shotguns.

     We SEE a THIRD COP going out -- as he does he RUBS his neck.

     EXTERIOR - POLICE STATION - NIGHT

     The police PEEL OUT.

     EXTERIOR - COLONEL WILSON'S OFFICE - NIGHT

     The lights flicker -- and go out.

                                 COL. WILSON
                 Go to base auxiliary power.

                                                   CUT TO:

     EXTERIOR - LAUNCH SITE - NIGHT

     Two Air Force MEN run toward the rocket in the darkness.
     YELLING all around in the b.g. about the lights.
     They're intercepted by security.

                                 SECURITY MEN
                 Halt!

     They continue.  One of them THROWS something at the base of
     the rocket.  It EXPLODES.

     Security forces dive at them -- knocking them off their
     feet.
     Lights start coming back on.
     The two MEN are dragged to their feet.  They stand only
     a second -- until they each grab the back of their heads
     and crumple to the ground before the amazed security troops.

     INTERIOR - COL. WILSON'S OFFICE - NIGHT

     The lights coming back on.  As they do:  a SERIES of
     EXPLOSIONS rock the base.

     Rinaldi runs to the windows.

                                 RINALDI
                 Looks like the runways, Colonel.

     Curtis is getting walkie-talkie reports.

     The entire room full of people now.

                                 CURTIS
                 Launch security reports two men
                 stopped trying to damage the rocket.

                                 TECH #1
                          (alarmed)
                 Do they have any damage?

                                 CURTIS
                 They're running checks now.

                                 TECH #2
                          (getting reports
                           on headgear)
                 Telemetry and tracking reports
                 radar temporarily out.

     Reports streaming in now -- the place turning into bedlam.

                                 COL. WILSON
                 Do we know what caused the power
                 blackout?

                                 CURTIS
                          (shouting back)
                 It looks widespread, sir.  A rolling
                 blackout that started with the power
                 company.

                                 COL. WILSON
                          (barks)
                 Get me a status report on our
                 aircraft.  Do we have anything up
                 top right now?

                                 FLIGHT OFFICER
                 An F-4 on approach.  He's out of
                 fuel, sir.  Coming down.

                                 COL. WILSON
                 Are we in radio contact with him?

                                 FLIGHT OFFICER
                          (nods affirmative)
                 He says it looks like the whole
                 state is out.

     A grim OFFICER (Communications) approaches Colonel Wilson.

                                 COMMUNICATIONS OFFICER
                 Sir, base communications are out.
                 It'll take us an hour to get up.
                 Cheyenne knows we're not hit.  Their
                 sensors will tell them that but we're
                 out of touch.

                                 COL. WILSON
                          (to Flight Officer)
                 Scramble what we can.  We'll use our
                 planes as a radio link.

                                 RINALDI
                 Flight operations reports heavy damage
                 to runways 2 and 4, sir.  For the time
                 being we're down across the board.

                                 COL. WILSON
                 Christ --

     More reports come in through walkie-talkies.

                                 COL. WILSON (CONT'D)
                 What about our phones?

                                 CURTIS
                 They're out.  Separate problem with
                 the long distance lines.

                                 COL. WILSON
                          (more frustrated)
                 Christ!

     The Launch engineers are getting damage reports.

                                 TECH #1
                          (to Wilson)
                 I'm going down to the launch site
                 and check firsthand.

     Wilson nods.  He starts out.

                                 TECH #3
                 Launch center reports their computer
                 updates are suspect because of the
                 power failure.

                                 ENGINEER
                          (looks up from
                           base phone)
                 Telemetry and tracking are tied to
                 external power.  We can't launch.
                 It looks like a scrub.

                                 COMMUNICATIONS OFFICER
                 Sir, operations reports base radar
                 back in service.

                                 COL. WILSON
                 Anything coming in?

                                 OFFICER
                 Negative, sir.

                                 RINALDI
                 They're already here.

     Wilson looks at Rinaldi.

                                 COMM OFFICER
                 Also, sir, base security just arrested
                 two technicians trying to steal
                 equipment in the middle of the blackout.

                                 COL. WILSON
                 Steal?  What?

                                 COMM OFFICER
                 Copper wire, sir.  A lot of it was
                 loaded onto a base truck.

                                 COL. WILSON
                          (baffled; bothered;
                           shakes his head)
                 Copper wire?

                                                   CUT TO:

     INTERIOR - AUTOPSY ROOM - SICK BAY - NIGHT

     Two teams of AIR FORCE SURGEONS are operating on the
     corpses of Hollis and Johnson, each of whom lies face
     down on a stainless steel table.

     Slowly -- painstakingly -- a surgeon removes a long needle
     from the back of Hollis' NECK.
     Everyone stares hard as he holds it up.

     The surgeon wipes blood from it.  The NEEDLE is extremely
     narrow -- the color of gleaming BRONZE -- with a tiny,
     radiant CRYSTAL glowing on the tip of it.

     The surgeon carries it over to a work bench.  As he
     passes an electric pump, the needle gives a slight
     RINGING SOUND and the crystal GLOWS.

     Startled, the surgeon passes the needle around the
     electrical pump.  The needle fluoresces brighter and
     softer as he moves it.  EVERYONE gathers round.

     The surgeon WAVES the needle around.  It reacts when it's
     near a TELEPHONE ... a LIGHT SOCKET ... near people's
     HEADS ...

     He puts it next to an FM RADIO.
     Turns on the radio and tunes the dial.
     The NEEDLE REACTS to every setting on the dial ...
     until, at one setting, the needle gives a tiny BANG!
     and a FLASH -- and the surgeon drops it, grimacing.

     The surgeon flaps his hand.  His teeth clenched with pain.
     His GLOVE is burned through, and his FINGERTIPS
     are blackened, with wisps of smoke rising from them.

     The needle, on the floor, is still intact.

                                                   CUT TO:

     INTERIOR - COLONEL'S OFFICE - NIGHT

     The Communications Officer holds a phone for Wilson.

                                 COMM OFFICER
                 They just finished the autopsy on
                 Hollis and Johnson.
                          (relaying from other
                           end of call)
                 They say they've removed an "electronic
                 pin" from the base of both Hollis and
                 Johnson's brains.  The thing was
                 capable of receiving radio signals.  It
                 triggered a cerebral hemorrhage in both
                 of them -- on command.

     A crushing statement for Jimmy.

                                 JIMMY
                          (to Colonel Wilson)
                 Then my Mom and Dad ...

     Jimmy looks around at Linda, Colonel Wilson.  Everyone.
     No one says anything.
     Linda puts her arm around Jimmy.

                                 COL. WILSON
                 Jim -- can you take us to that
                 place -- the sand pit?

     Jimmy nods yes.

                                 COL. WILSON (CONT'D)
                          (to another Officer)
                 Are the jeeps and half-tracks okay?

                                 TRANSPORT OFFICER
                 Ready to go when you are, sir.

                                 COL. WILSON
                          (to Jimmy)
                 A base like this has troops stationed
                 on it to ensure its security.  We're
                 not out of options yet.

     Colonel Wilson turns to Rinaldi.

                                 COL. WILSON (CONT'D)
                 Let's roll, Rinaldi.  Curtis.
                 Everyone we can muster, goes.

                                 RINALDI
                          (saluting)
                 Yes, sir.

                                 LINDA
                 Colonel -- the tunnel under the
                 school.

                                 COL. WILSON
                 Curtis, you take a platoon of men
                 and head for the school.  Enter
                 the tunnel and move forward to the
                 extent possible.

                                 CURTIS
                 Yes, sir.

     EXTERIOR - BASE - NIGHT

     Jeeps, TRUCKS, Air-Force MEN and TROOPS piling in.
     The trucks start to roll.  Weapons being cleared ... armed.

     Out the gates and onto the highway at night.

     EXTERIOR - JEEP ON ROAD - NIGHT

     The Colonel, Jimmy, Linda -- and Rinaldi driving.
     Two SOLDIERS in back.
     Out in front -- two armored JEEPS with heavy, mounted
     MACHINE GUNS and troops crammed in.
     Behind them -- truck upon truck ... rolling.

     At a fork in the road -- the convoy slows.

     CURTIS -- in an armored jeep with his men pulls up
     alongside Jimmy's jeep.

                                 COL. WILSON
                          (to Curtis)
                 Let's get those masks on.

     The troops start putting on GAS MASKS.

                                 COL. WILSON (CONT'D)
                          (hands a gas mask
                           to Jimmy)
                 Better put this on.
                          (to Linda)
                 You too.

     Curtis gives Wilson a snappy salute -- Wilson returns it
     -- and Curtis heads off for the school with his gas-masked
     men in trucks behind.

     Jimmy, Linda, and the Colonel proceed on -- most of the
     troops and equipment with them.  Everyone gas-masked.

     LATER - ON ROAD

     Colonel Wilson and Jimmy see a ROADBLOCK ahead.
     They come screeching to a halt.
     The two COPS and the CHIEF halt them.
     Wilson's half-track pulls forward -- all the engines
     running.

                                 JIMMY
                          (to Col. Wilson)
                 He's one of them.

                                 THE CHIEF
                 No one allowed through.

                                 COL. WILSON
                 This is official government business.

     The Chief suddenly FIRES HIS SHOTGUN at them.
     It SCATTERS on the armor plating of the half-track.

     Col. Wilson's men OPEN FIRE -- with GAS CANISTERS --
     which EXPLODE, filling the road with billowing
     white SMOKE.  The Chief and his men stagger around,
     and collapse.

                                 COL. WILSON
                          (to his men)
                 Get those men to sick bay.

     Troops pile out, pick up the unconscious cops, and put
     them into a truck -- which turns around and heads back
     toward base.

     The barricades are pushed aside and the rest of the trucks
     roll through.

     EXTERIOR - ROAD - NIGHT

     Coming up on Jimmy's house -- and the ridge behind it.

                                 JIMMY
                 It's up there -- just ahead.

     The Colonel's jeep pulls up onto the property in front of
     Jimmy's house.

     The two armed jeeps take up position on either side of
     the house.
     Trucks pull up.  Some still rolling as troops hop out --
     fanning across the property.
     Rinaldi heading them.  Jimmy pointing out the exact spot.

     Men and equipment tumbling out --
     being set up at breakneck speed.

                                                   CUT TO:

     EXTERIOR - ROAD TO SCHOOL - NIGHT

     Curtis and his jeep -- and following truck -- stopped
     by another cop barricade.  SCREECH.

     A weird LOOK in the cop's eye -- the cop we saw
     rubbing the back of his neck.

                                 CURTIS
                          (shouts to cops)
                 You have two seconds to move that
                 barricade.

     The cop pulls a gun --
     ANOTHER cop -- one who is NOT a Martian slave --
     grabs the "slave-cop's" gun-arm.

                                 COP #2
                          (struggling with
                           "slave-cop")
                 You crazy idiot!

     Curtis' SOLDIERS fire the KNOCK-OUT gas.
     Within seconds, the road is full of white gas and
     sleeping cops.

                                 CURTIS
                 Pick 'em up and move 'em out!

     His troops yank aside the barricades and load the cops
     onto a truck.

     Curtis and his men -- race ahead.

     EXTERIOR - SCHOOL PARKING LOT - NIGHT

     Curtis' jeep and two truckloads of troops roar to a stop
     in the lot.
     Gravel and dust flying in the moonlight.

     They charge up the steps to the locked school doors.
     The lead man tries the doors -- steps back and blasts the
     lock with his automatic weapon.

     The troops thunder up the steps and into the building.
     Curtis in the lead.  Pistol drawn.

     INTERIOR - SCHOOL - HALL - NIGHT

     The TROOPS go running -- thundering -- through the halls.

                                 CURTIS
                 Downstairs -- in the furnace room.

     Curtis steps back as two of his MEN tear open the furnace
     room door.

     Nothing waiting at the top of the stairs for them.
     They press ahead.
     Automatic weapons set to "FIRE" position.

     INTERIOR - STAIRS DOWN TO FURNACE ROOM - NIGHT

     COMBAT BOOTS on METAL STAIRS.  MOVE WITH the troops.
     One naked bulb burning and the BRIGHT BEAMS of their
     flashlights arc down the dark stairs.

     INTERIOR - BASEMENT - NIGHT

     The old boiler rumbling, still raising steam and the
     open incline leading to the tunnel MOUTH.  EERIE red glow.

     The TROOPS surround the opening -- weapons trained on the
     tunnel entrance.

     The floor is broken in an incline -- leading down
     to the slit where the tunnel starts.
     Curtis goes down the incline.
     Two MEN follow.
     The three stare into the tunnel opening.
     6 - 8' in diameter. -- Their beams reveal that the walls
     are glass-like BUBBLES, as if some powerful ray had melted
     the earth itself.
     The tunnel goes on as far as their beams can reach.

                                 CURTIS
                          (shouts up)
                 All right men.  Let's go.

     Curtis leads them into the tunnel.

     EXTERIOR - SCHOOL - NIGHT

     A LIEUTENANT shouting at the men to hurry up with the
     equipment.  A small ARTILLERY piece they're dragging
     toward the door.

                                 LIEUTENANT
                 Let's go!  Let's go!

     The way is blocked by other equipment.

                                 CORPORAL
                          (to Lieutenant)
                 It's not going to go -- it's
                 too big.

     Stymied.

                                 LIEUTENANT
                          (looking around
                           quickly)
                 This way! -- Through the windows!

     He's looking at a ground floor classroom.

     INTERIOR - CLASSROOM - NIGHT

     The high, paned windows -- CRASH IN.  TINKLE.
     The artillery piece is swung in on a winch and
     lowered into the classroom.
     Desks splinter.
     Men shoving tables and chairs out of the way -- trashing
     the school room as they drag the piece through.

     The men dragging it through knock over the teacher's desk
     and knock off part of the blackboard -- The Parts Of A Frog,
     written across the board -- Jimmy's classroom --
     Part of the door frame is torn off as the piece rolls through.

     INTERIOR - HALL OUTSIDE CLASSROOM - NIGHT

     A light artillery piece -- ROLLING down a hall -- pulled
     by four men -- headed for the furnace room.

                                                   CUT TO:

     EXTERIOR - JIMMY'S HOUSE - NIGHT

     SEARCHLIGHTS mounted on the roof of Jimmy's house and high
     ground.
     Their powerful beams playing across the sand PIT area.
     No sign of activity from the PIT.

     Wilson, positioned on the roof, scans the pit area
     with powerful binoculars.  Jimmy is next to him
     pointing out the spot while Linda watches.

     BINOCULAR POINT OF VIEW

     No sign of activity.  Just undisturbed sand -- the path
     leading up to it through the woods.

     RETURN TO SCENE

     Jimmy can see all around him -- troops.  The windows of
     his house broken out -- GUN POSITIONS set up.  Troops
     moving through the forest.  A nightmare out of control.

     EXTERIOR - PIT AREA - NIGHT

     The sand turned a surreal white by the brilliant arc lights
     on it.
     RINALDI arrives at the edge of the sand pit.
     Waves to Wilson.
     Starts out onto the sand.
     Automatic weapon cradled in one hand -- and a metal probe
     in the other.

     EXTERIOR - ROOF OF JIMMY'S HOUSE - NIGHT

     Jimmy and Colonel Wilson watch Rinaldi.

     Hundreds of men looking on.

     Jimmy and Colonel Wilson looking through binoculars.

     THEIR POINT OF VIEW

     BINOCULAR MATTE on Rinaldi -- moving across the sand.
     Ten feet ... another ten feet ...

     Suddenly -- a surprised, horrible look on Rinaldi's face ...
     as the ground -- sand -- swirls in a vortex beneath him.
     Rinaldi drops -- instantly from sight -- never firing a
     shot or making a SOUND.

     Astounded, the Colonel stares.
     Rinaldi is -- gone.
     He puts down his binoculars -- jams them to his eyes again.
     The sand is smoothed over.

     More troops rush up to the edge of the pit.
     Start exploring.
     Colonel Wilson starts down off the roof ... to join them.

                                                   CUT TO:

     INTERIOR - TUNNEL - NIGHT

     Curtis and his men -- forging ahead.
     Their flashlight beams dance on the bubbled surface of the
     walls.
     Moving as fast as they can.

                                                   CUT TO:

     EXTERIOR - SAND PIT - NIGHT

     Troops moving all across the pit area.
     Colonel Wilson with them.
     They're probing the exact spot where Rinaldi went under.

                                 COL. WILSON
                 Nothing?

                                 CAPTAIN
                 Nothing.

                                 MAN WITH METAL DETECTOR
                 We're getting nothing below.

     A TECHNICIAN wearing earphones linked to a receiver.

                                 TECHNICIAN
                 We're getting a signal from the
                 transmitter on Rinaldi.  If we get
                 a second receiver we can pinpoint
                 his location.

                                 COL. WILSON
                 Get going.

     They hustle off.

     Gun positions have been set up -- ringing the sand pit.

     Colonel Wilson walks back -- behind the gun positions to
     talk with Jimmy and Linda.

     An AIDE comes up to Colonel Wilson.

                                 COL. WILSON
                          (to Aide)
                 Any word from Curtis?

                                 AIDE
                 A message 5 minutes ago.  They've
                 entered the tunnel and are coming
                 in this direction as fast as they
                 can.

     The Colonel is handed another message.
     He reads it -- looks over at Jimmy.
     Goes over to him and Linda.

                                 COL. WILSON
                 We have your parents, Jimmy.

                                 JIMMY
                          (afraid to ask)
                 Are they --

                                 COL. WILSON
                 They're still alive.  They're in
                 a hospital, being operated on right
                 now.  A neurosurgeon is on his way
                 from Denver.  He should be there in
                 an hour.

                                 JIMMY
                 But in an hour --

     Linda puts her arm around his shoulder.
     Takes him off to talk to him.

     The Colonel watches them go -- then goes back to the pit.

                                                   CUT TO:

     INTERIOR - TUNNEL - NIGHT

     Curtis and his men -- moving ahead.

     They round a curve in the tunnel.
     The TWO lead SOLDIERS are suddenly hit by a blindingly bright
     XENON laser FLASH.
     They VAPORIZE.
     The next MAN -- hangs back.
     Curtis directly behind him.
     The man darts out -- around the bend -- and opens up with
     his automatic weapon.

     TWO 7' high CYBORGS are standing around the bend.
     They're hit by the bullets.
     Their arm appendages shatter.
     Their mid-sections are hit.
     Their HEADS -- the large box-like things -- are HIT by BULLETS --
     and shattered.
     The two Martian things -- fall -- rigidly forward --
     FLUIDS spurting out on the tunnel ground.
     The fleshy, brain-like thing in the box continues
     forming and re-forming.  The eye on the brain, running
     over its surface -- frantically -- as if trying to
     communicate with the SUPERIOR INTELLIGENCE.  Then it stops.

     Curtis and his men -- staring down at the things.

                                                   CUT TO:

     EXTERIOR - SAND PIT AREA - NIGHT

     Linda's comforting Jimmy.
     They stand off to the side -- away from the main action
     around the pit.

                                 LINDA
                 They'll be all right, Jimmy.  They
                 have excellent doctors in Denver.

     Jimmy looks up at her.

                                 JIMMY
                 Better than the Martians?

     He looks around at the house -- and the sand pit -- all
     lit up.
     He's about to cry when --
     They both begin to feel something funny under their feet.
     HORRIFIED -- Linda and Jimmy look down.
     The ground VORTEXES under their feet -- and sucks them down.
     One of the Colonel's AIDES SEES.

                                 COLONEL'S AIDE
                          (screams)
                 Colonel!  Over here!

     The Colonel and several men rush over.
     The ground where they went down -- is solid.

                                 COLONEL'S AIDE (CONT'D)
                 The boy and the woman -- were sucked
                 down!  Like Rinaldi!

                                 TECHNICIANS
                          (shout)
                 Colonel -- we have a fix on Rinaldi's
                 transmitter.

     They're standing at a spot -- ten feet away.

                                 COLONEL
                 All right -- let's go in.  Set
                 the charges.

     DEMOLITION TEAMS start digging into the ground -- placing
     explosives.  Brick after brick of plastic high explosives.

     The Colonel and the rest of the troops back away from
     the spot.

                                 DEMOLITION MAN
                          (looks up)
                 Set, Colonel.  Whenever you say.

     He strings back some wires to a detonator box.

                                 COL. WILSON
                 Lieutenant, tell our people at the
                 far end of the pit to fire their
                 mortars and rockets at ground targets
                 so they won't be able to tell where
                 we're coming in.

     The Lieutenant salutes and word is passed.

                                                   CUT TO:

     VARIOUS ANGLES

     The troops set with mortars and mobile MISSILE launchers.

     The Colonel gives the signal.
     They OPEN FIRE -- shells and rockets landing -- kicking
     up clouds of dirt and debris.

     The Colonel gives the signal to detonate the charges.
     KA-BOOM -- a column of dirt and sand goes up.

     They rush to the opening.
     Look down -- and see, ten feet down, a HOLLOWED OUT
     SYSTEM OF CAVERNS AND TUNNELS.  The same bubbled, boiled
     cave walls.

     The rest of the FIRING continuing.

                                 COL. WILSON
                 All right, men.  Let's go.

     Fully armed, they clamber down ladders into the tunnels.

                                                   CUT TO:

     INTERIOR - MARTIAN SHIP - NIGHT

     Jimmy comes to.
     Looks around.
     He's lying on a table in a room.

     MRS. McKELTCH standing over him.

                                 MRS. McKELTCH
                 Tsk tsk tsk.  Bad boy.

     Jimmy gasps and sits up, scooting back from her.

                                 JIMMY
                 Where's Linda?

     Mrs. McKeltch turns her head and looks -- through a
     translucent WALL.
     Jimmy jumps up and runs to the wall.
     Sees Linda -- on the other side -- lying face down
     on a transparent glass OPERATING TABLE.

     Two CYBORGS moving around next to her.

     Linda is face down -- still wearing her nurse's uniform --
     unconscious.
     Her hair is pushed up off her bare neck.

     A GIANT MACHINE above her begins to push a CRYSTAL NEEDLE
     down toward the BACK OF HER NECK.
     CLOSING on her neck -- a small spot of light illuminating
     the SPOT where it will be implanted --
     at the base of her brain.

     Jimmy spins around and faces Mrs. McKeltch.

                                 JIMMY
                          (pleading)
                 Please don't.  Please don't hurt her.
                 I'll do anything you say.

                                 MRS. McKELTCH
                          (repeating herself
                           mechanically)
                 Tsk tsk tsk.  Bad boy.

     Jimmy picks up a large object and SMASHES it down on
     Mrs. McKeltch's head.  She collapses to the gleaming
     floor, squawking.

     Jimmy turns and runs out of the room -- into the
     curving corridors.

                                 JIMMY
                          (screaming)
                 Linda!  Linda ... !

     The Cyborg in with Linda sees Jimmy -- starts toward him.
     Joined by another Cyborg.

                                                   CUT TO:

     INTERIOR - TUNNELS - NEAR ABOVE GROUND ENTRANCE - NIGHT

     Troops still coming down the ladder as Colonel Wilson
     moves ahead -- down the tunnel.

                                 TECHNICIAN
                          (examining the wall)
                 This has been melted out, then
                 instantly re-sealed -- amazing ...

                                 COL. WILSON
                          (pushing on)
                 There's no time.  Let's move.

     They turn the corner.

     RINALDI'S waiting for them -- but not Rinaldi as we've
     known him.  He's changed.

     From an ANGLE behind Rinaldi -- we can SEE the spot on
     the back of his neck.

                                 RINALDI
                          (slowly; haltingly)
                 Stop.  Go back.

     Colonel Wilson hesitates -- ready to welcome Rinaldi --
     then realizing Rinaldi is -- gone.  One of them.
     Grotesque.

     Rinaldi tries to bring the weapon up and fire at them.
     Struggling against the orders of his brain implant.
     The men at Colonel Wilson's side -- SHOOT him down.

     Colonel Wilson looks away a moment.  Then presses on.

                                                   CUT TO:

     INTERIOR - MARS SHIP - NIGHT

     Jimmy -- running through the spiral ramps --
     is caught by two Cyborgs.
     They carry him, struggling, into a ROOM at the heart
     of the ship.

     INTERIOR - MARS SHIP COMMAND ROOM - NIGHT

     Mrs. McKeltch stands there --
     in front of the SUPREME INTELLIGENCE --
     its eyes flicker -- it sends a transmission.
     It sees everything.

                                 MRS. McKELTCH
                 What is your name?

                                 JIMMY
                 You know my name.

                                 MRS. McKELTCH
                 State your name.

                                 JIMMY
                 I ain't tellin' you nothin'.
                 What's that?
                          (means the huge
                           mass of tissue
                           in the sphere)

                                 MRS. McKELTCH
                 Young thing, you are addressing the
                 Supreme Martian Intelligence.

     The massive "brain-like" tissue swarms -- seethes --
     its "eyes" turned toward Jimmy.

                                 MRS. McKELTCH (CONT'D)
                 What are they doing up above?

                                 JIMMY
                 They're trying to stop you.  Why
                 are you invading us?  What do you
                 want with my Mom and Dad?  Why are
                 you stealing copper?

                                 MRS. McKELTCH
                 He who controls copper, controls
                 the universe.

     Jimmy runs up to the Supreme Intelligence and pounds
     his fists on the glass case.

                                 JIMMY
                 Let them go!  Let my Mom and Dad go!
                 I'll fix you!

     Mrs. McKeltch runs forward and grabs Jimmy.
     He gives her a punch in the stomach --
     turns and runs out of the room.

     The two Cyborgs lumber after him.

                                                   CUT TO:

     INTERIOR - TUNNEL SYSTEM - NIGHT

     Curtis and his men -- fighting their way through.
     A laser blast from up ahead vaporizes part of a wall.

     Air Force rockets answer back.
     They EXPLODE two more Martian creatures.

     Curtis keeps moving.

                                                   CUT TO:

     INTERIOR - OPERATING CHAMBER ABOARD SHIP - NIGHT

     The crystal needle moves closer to the back of Linda's
     exposed neck.  Only inches away now -- and homing in.

                                                   CUT TO:

     THE SUPREME INTELLIGENCE

     -- seemingly omnipresent --
     Orchestrating it all.
     Sending thought commands to its troops.

     The eyes on the "face" move a bit to the left and right.
     Issuing commands.
     Slight alarm registering on it.
     Two creatures move it -- immobile by itself -- to a
     command center.

                                                   CUT TO:

     INTERIOR - TUNNEL SYSTEM - NIGHT

     Jimmy running.

                                 JIMMY
                          (screams)
                 Captain Curtis!

                                                   CUT TO:

     INTERIOR - TUNNEL SECTION AHEAD - NIGHT

     Curtis hears something.

     He halts his men.
     Silence.

                                 JIMMY'S VOICE
                          (distant shouts)
                 Captain Curtis ... this way!

     They press on.

     INTERIOR - BEND IN TUNNEL - NIGHT

     Jimmy comes skidding to a halt as he SEES -- THREE
     Martians around the corner.  At an INTERSECTION in the system.
     One of them has a BLASTER --
     They don't see Jimmy.

     They point the long, silver weapon down the tunnel.  It has
     a wide, flared barrel.

     Jimmy SEES the operation of the weapon:
     They FIRE IT --
     A continuous, SOFT RED BEAM of light -- directed down the
     tunnel at someone.

     Curtis and his men jump back as the WALL in front of them
     starts to MELT ... then BUBBLE ...

     ANGLE ON

     The Martians FIRING their weapon.  Suddenly they are attacked
     by a furious BURST of AUTOMATIC WEAPONS FIRE from
     another direction.
     Curtis and his men!

     The Martians turn their weapons in Curtis' direction.

     Colonel Wilson and his men rush forward FIRING.

     The Martians are caught in a murderous cross-fire --
     and are CUT DOWN -- fluids spurting all over.

     The box heads of the Martian soldiers are shattered.

     The Martian RAY WEAPON falls to the ground.

     Colonel Wilson and Curtis join up.

     Jimmy runs up.

                                 JIMMY
                 This way ... hurry!

     They follow Jimmy down the tunnel -- toward the open ship.

     INTERIOR - MARS SHIP - NIGHT

     Colonel Wilson and his men thunder aboard the ship.

                                                   CUT TO:

     THE SUPREME INTELLIGENCE

     The thing in the bottle -- REACTS -- with alarm.
     Its eyes move swiftly now.
     Increasing its thought commands.

                                                   CUT TO:

     JIMMY AND THE COLONEL

     They HEAR strange SOUNDS coming from the ship.
     The beginning of a RUMBLE.

     They press on.

                                 COL. WILSON
                          (shouts to the
                           demolition team)
                 Set charges.

     The DEMOLITION TEAM starts wiring plastic explosives
     to what look to be key elements in the ship.

     Jimmy runs on ahead.
     The Colonel and the rest of his men at his side.

                                                   CUT TO:

     INTERIOR - OPERATING CHAMBER - NIGHT

     The needle -- HUMMING with a high-pitched, cold WHINE,
     is just about to go into the back of Linda's neck.
     A peaceful look on her face.  Unconscious.  Unaware.

     CLOSE SHOT -- The needle almost touching her skin.

     A BURST of gunfire stops the progress.

     Another BURST and the GIANT MACHINE in the operating chamber
     sparks -- and SHATTERS apart.

     They run over to the table.
     Two of the Colonel's men gently lift Linda off the
     table.
     As soon as they do she starts to come to.

                                 LINDA
                 What happened?

     She's able to stand and look around the ship.
     Jimmy gives her a giant hug around the legs and waist --
     so happy she's all right.

     The SOUNDS of the ship starting up -- grow LOUDER.
     HUMMMS ... and electrical WHIRRS ...

     ANGLE ON

     The Supreme Intelligence -- tendrils in full motion --
     the brain-face forming and re-forming.  Eyes darting ...
     as it brings activity to a peak.

                                 COL. WILSON
                 Everybody out ... !

     They beat a retreat.
     Linda and Jimmy running along with the troops -- up
     the spiral ramps -- heading toward the open door out
     of the ship.

     INTERIOR - SHIP - NEAR DOOR - NIGHT

     The demolition team has finished placing their EXPLOSIVES.

                                 DEMOLITION MAN
                          (to Col. Wilson as
                           he arrives)
                 We've placed the charges.  Give me
                 a time.

                                 COL. WILSON
                 Give us five minutes to get out of
                 here.

     The demolition men SET their TIMERS for 5 MINUTES.

     The automatic timers start COUNTING DOWN and the men run.

     Jimmy's watching it all.
     RUNNING with Linda and the Colonel -- RUNNING for
     the door that leads out of the ship.

     INTERIOR - TUNNEL - SYSTEM - NIGHT

     Everyone running back toward the spot where they blasted
     down into the tunnel from above.

     They've marked the way out with cord laid down.
     Colonel Wilson and the lead men following the trail out.

     The TIMERS counting down.  4 MINUTES.

     They reach the point where the cord started.
     They look up.
     The way out is sealed.

                                 CURTIS
                          (to Col. Wilson)
                 They've sealed off the entrance.

     Colonel Wilson surveys the scene -- desperately.

                                 COL. WILSON
                          (shouts orders)
                 Start digging.

     The men start grabbing rocks, boulders, dirt -- shoveling,
     clawing at the collapsed part of the tunnel and ceiling.

                                 DEMOLITION MAN
                          (shouts to Col. Wilson)
                 Three minutes thirty left ...

     They dig harder.
     It's impossible -- the dirt slides back in.

     Jimmy SEES an abandoned Martian WEAPON.  One of the blasters.

                                 CURTIS
                          (sees it too)
                 They use these to tunnel.  Maybe
                 we can --

     He picks it up.  Totally unfamiliar with its operation.

                                 JIMMY
                 I know how to use it.

     Colonel Wilson looks at him.

                                 JIMMY (CONT'D)
                 I saw them do it.

     Colonel Wilson nods for Curtis to give Jimmy the weapon.

     They all stand back as Jimmy takes the blaster -- and points
     it at the ceiling.
     Fiddles with the controls.

     It FIRES -- a continuous soft-red beam that turns the ceiling
     red --
     The walls and ceiling start to BUBBLE.
     Then it EXPLODES --
     There's a HOLE punched through to above.

     Colonel Wilson and Jimmy look UP.
     They can SEE stars and a night sky.  Breathe fresh air.

     The ladders go up -- and they start scrambling up as
     fast as they can.

     50 SECONDS left on the sweeping clocks.

     The DOOR to the ship -- closes.

     The WHINE and SCREAM of its power plant becomes DEAFENING
     in the tunnel.

     THE SUPREME INTELLIGENCE

     giving its final orders -- telepathically.

     JIMMY AND LINDA

     and the Colonel and Curtis and the other men scrambling
     up out of the tunnel.

     EXTERIOR - AREA NEAR SAND PIT - NIGHT

     The Colonel -- up top now --

                                 COL. WILSON
                 Everyone get back -- get back!

     Equipment and positions abandoned --

     20 SECONDS left on the timer.

     EVERYONE RUNNING ...

     The WHINE of the ship below ground -- increasing in pitch
     and LOUDNESS.

     Behind the running people we can SEE the ground starting to
     BREAK -- THRUST UP -- as it's giving birth to something.

     The top of the ship begins to EMERGE from the ground.

     Rising ... MORE of the ship ...
     Bursting the earth as it lifts straight UP.

     The people RUNNING.

     Go to a MOVING CAMERA:  Move with everyone running.

     Their faces -- terrified -- running for their lives.

     Jimmy and Linda ... and the Colonel ... and Curtis.

     MOVE WITH JIMMY -- his face -- as he runs -- running ---

     The timers read ... ZERO ...

     There is a terrible EXPLOSION -- much TOO CLOSE, in the air.

     A wave of RED starts to overtake all the running people --
     a FIREBALL -- rushing to ENGULF them --

     Jimmy looking more terrified than he's ever looked.

     About to DIE ...

     Just as he SCREAMS ...

                                                   CUT TO:

     INTERIOR - JIMMY'S BEDROOM - NIGHT

     THUNDER AND LIGHTNING.

     Jimmy sits bolt upright in bed -- and SCREAMS.
     His face covered with perspiration.
     His breath coming in ragged gasps.

     His PARENTS rush into his room.

                                 JIMMY
                          (ecstatic to see
                           them)
                 Mom ... Dad!

     They rush to his bed and comfort him.

                                 MOM/DAD
                 It's all right ... It's all right ...

     Jimmy can't believe his eyes.  They're all right.
     He hugs them.

                                 JIMMY
                 I had an awful dream.

                                 DAD
                 What, Jim, what?

                                 JIMMY
                 First lemme look at your necks.

     Dad and Mom look at each other as Jimmy examines the backs
     of their necks.  It's okay.  No marks.

                                 DAD
                 That must have been some dream.

     Jimmy cries, hugging them.  Mom strokes his head.

                                 JIMMY
                 I dreamed a UFO landed behind the
                 hill and put a thing in your neck.
                 First you went out to look at it
                 by yourself, and then the cops came ...

                                                   DISSOLVE TO:

     INTERIOR - JIMMY'S BEDROOM -  HOUR LATER

     Jimmy's tucked into bed with his parents sitting on
     either side of him, finishing a cup of hot cocoa.
     Outside, it's raining.
     But everything is okay.
     He's starting to feel better.

                                 JIMMY
                          (finishing his story)
                 ... And then everything blew up.
                 And then I woke up.

                                 DAD
                 That's a doozy of a dream, son.

                                 JIMMY
                 It was so real, Dad.

                                 DAD
                 It was all made of stuff that's
                 happened to you in the last few
                 days.  The sand pit in back of
                 the house, and the meteor shower,
                 and meeting your teacher and the
                 colonel at school, and being afraid
                 of the new kids because you don't
                 know them ...

                                 MOM
                 It's all this moving from place to
                 place.  We're never settled.  I'm
                 having nightmares myself.

                                 JIMMY
                 What kind, Mom?

                                 MOM
                 Oh, I can't remember.  But people
                 do have bad dreams when their
                 routine is disturbed.

                                 DAD
                 I know, Ellen.  We'll settle down
                 soon.

                                 JIMMY
                          (hugs her again)
                 I was so scared.

                                 DAD
                 Better now, son?

     Jimmy nods yes.
     His Dad pats him on the head.
     Mom takes the empty cup from him.

     Mom and Dad start out of his room.

                                 DAD (CONT'D)
                 Better get some sleep, son, or
                 you'll be pretty tired at school
                 tomorrow.

                                 MOM
                          (looking back)
                 Good night.

                                 JIMMY
                          (sleepy)
                 'Night.

     They turn off the light and close the door.

     Jimmy closes his eyes, and snuggles down to sleep.
     His eyes open one last time, and he looks at the
     clock on his bedside table -- 4:40.

     The rain hits the panes of his window outside.
     Jimmy looks out the window.

     Then he SEES it -- a HORRIBLE GLOWING SHAPE coming down,
     through the rain.
     The SOUND exactly the same as in the dream.
     Coming down behind the hill in back of his house.

     MOVE IN ON JIMMY'S FACE, WATCHING

     And now he knows exactly what's going to happen ...




                              THE END.