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                           INVADERS FROM MARS


                          Original Screenplay

                                   by

                           JOHN TUCKER BATTLE










                                                Revised 9-5-50










        MUSIC of Finlandia type behind credits builds to
        crescendo on ...

        FADE IN:

  1.    PAN SHOT - SPECIAL EFFECTS - NIGHT

        - of star-studded heavens at night.  Scattered cumulus
        clouds alternately obscure and disclose a three-quarter
        moon and vast open deeps of glittering constellations.
        The music diminishes and backs the voice of the narra-
        tor.

                               NARRATOR
                 Since the beginning of Time the people
                 of our Earth have looked upon the stars
                 and pondered - They wondered what man-
                 ner of man - or creature - inhabited
                 the faint mysterious worlds that lay
                 beyond.


  2.    EXT. MT. WILSON OBSERVATORY - NIGHT - LONG SHOT

        Large telescope pivoting against the sky.


  3.    INT. TELESCOPE ROOM - NIGHT - MED. SHOT

        Two Astronomers - adjusting eye-pieces.

                               NARRATOR
                 But the largest telescopes have
                 failed to penetrate the dark and awe-
                 some secret.


  4.    INT. TELESCOPE ROOM - DIFFERENT OBSERVATORY - NIGHT -
        CLOSE SHOT

        White haired astronomer - peering into the eye-piece of
        a telescope.

                               NARRATOR
                 Men still probe the deeps of space -
                 men of all ages - seeking the answer.


  5.    INT. DAVID MacLEAN'S BEDROOM - NIGHT - CLOSE SHOT

        of telescope - DOLLY BACK to disclose David MacLean -
        a twelve year old boy, who is sitting on the floor
        with his eyes glued to a telescope.  He is dressed
        in rumpled pajamas.  A student lamp on the floor
        lights the scene in low key.  A star map and nauti-
        cal almanac lay on the floor in high key under the
        lamp.  A small Cairn terrier named Cricket stares
        up at him with wistful curiosity.


  6.    INT. DAVID'S BEDROOM - NIGHT - MED. SHOT

        - as David moves back from the telescope and rubs
        his eyes with his knuckles.  He leafs through the
        nautical almanac and reaches for the aluminum can-
        teen on the window sill.  It falls to the floor with
        a clatter.  He picks it up quickly and listens ap-
        prehensively for an indication that he has awakened
        his parents; sighs with relief and glances at an
        alarm clock on the window sill which reads 3:40.
        He unscrews the canteen stopper and tilts it to
        drink; then stops as a bright light illuminates the
        darkness outside the window.


  7.    INT. DAVID'S BEDROOM - NIGHT - FULL SHOT - SPECIAL
        EFFECTS

        David's angle - through window, of a swiftly descend-
        ing ball of brilliant white fire as it sweeps down
        out of the heavens, hovers for a moment, then drops
        behind foreground trees.


  8.    INT. DAVID'S BEDROOM - NIGHT - CLOSE SHOT

        David - his face highlighted by the ball of fire as
        he stares with incredible bewilderment.

                               DAVID
                        (with awe)
                 Well - Gee Whiz!


  9.    INT. DAVID'S BEDROOM - NIGHT - MED. SHOT

        David crosses to foot of bed, puts on his bathrobe
        and slippers; climbs through the window, chirping
        at the dog, Cricket, who hops up on the window sill
        and follows him out.


 10.    EXT. BACK OF MacLEAN'S HOUSE - FIELD IN B.G. - NIGHT -
        MED. SHOT

        - as David turns and looks at the dog, who growls and
        trots toward the field.  David follows him toward
        field, but stops suddenly.


 11.    EXT. MacLEAN FIELD - SHOOTING AWAY FROM HOUSE - NIGHT -
        (SPECIAL EFFECTS)

        David sees a brilliant white light glow suddenly in
        the distance.  It casts a gigantic black shadow of a
        thing that could be a man against the flank of the
        dark hill.  The light goes out suddenly and a strange
        humming sound fills the air.


 12.    EXT. BACK OF MacLEAN'S HOUSE - NIGHT - REVERSE MED.
        SHOT

        David reacts with amazement to what he has seen, he
        turns and runs toward house followed by Cricket.


 13.    INT. DAVID'S ROOM - SHOOTING TOWARD FIELD - NIGHT

        - as the dog jumps through the window, followed by
        David, who grabs a flashlight.  CAMERA PANS with David
        as he exits into the hall.


 14.    INT. MR. &. MRS. MacLEAN'S BEDROOM - (LOW KEY) - NIGHT -
        MED. SHOT

        David bursts through the door and shines the flash-
        light on the bed and his father and mother sit up.
        MacLean fumbles for the table light and shades his
        eyes against the flashlight.  He turns on the light.

                               MRS. MacLEAN
                        (with concern)
                 What's the matter, David?  Are you
                 all right?

                               DAVID
                        (excitedly)
                 Dad - listen!  I saw a - a - a some-
                 thing - just landed in our field.
                 A flying saucer or something!

                               MRS. MacLEAN
                 A what?

                               DAVID
                 A space ship - I think.  It's there
                 now - over by the hill.  Come on,
                 Dad.

                               MacLEAN
                        (with weary exasper-
                         ation)
                 Have you gone completely crazy - four
                 o'clock in the morning!

                               DAVID
                 But, Dad - I saw it - I tell you ...

                               MRS. MacLEAN
                 Oh, you had a dream, dear - a night-
                 mare.

                               DAVID
                 I wasn't asleep!  I saw it -- it
                 landed in our field!

                               MacLEAN
                        (putting his feet on
                         floor)
                 Now, that's enough!

                               DAVID
                 But, Dad ...

                               MacLEAN
                 All right, march!

                               DAVID
                        (leaving, followed by
                         Cricket)
                 Aw, gee!
                        (he slams door)

        MacLean gets up and puts on his slippers.

                               MRS. MacLEAN
                 Oh, John, don't scold him.  He didn't
                 mean to slam the door.

                               MacLEAN
                        (walking towards door
                         and yawning)
                 I'm not - I'm just going to see that
                 he goes to bed.


 15.    INT. DAVID'S ROOM - NIGHT - FULL SHOT

        He is standing by the window, staring out.  Cricket
        has his forepaws on the window-sill.  The door opens,
        David turns and looks at his father guiltily as he
        closes the door.  MacLean indicates the bed with his
        thumb.  With a sigh, David shucks off his bathrobe and
        slippers and crawls into the bed.  Cricket jumps onto
        the foot of the bed.  MacLean crosses to a wardrobe
        chest and selects a medicine bottle and a spoon from
        the top of it.  He returns and sits on the side of the
        bed.

                               DAVID
                 I'm not sick!

                               MacLEAN
                       (shakes bottle and pours
                        into spoon)
                 I know - this is some of that stuff
                 Doctor Weber left to make you sleep
                 when you had the flu.  Come on - open
                 up.

        David looks at his father with exasperated patience
        and with a shrug of martyrdom swallows the medicine
        and drops back on his pillow.

                               MacLEAN
                       (gently)
                 Now what makes you think you saw a
                 flying saucer?

                               DAVID
                       (rising on elbows, try-
                        ing to convince him)
                 I don't think, Dad - I know - I --

        MacLean, with a smile, pushes him back on the pillow.

                               MacLEAN
                 Maybe it was one of the experiment-
                 al rockets from over at White Sands -
                       (David shakes his head)
                 If anything had fallen in the field -
                 I'd have heard it, wouldn't I?

                               DAVID
                 It didn't fall, Dad - it landed over
                 in the field.  Blossom!  Gee, Dad,
                 Blossom's out there!  We'd better go
                 get her!

        MacLean regards the boy with a patient affectionate
        smile.

                               MacLEAN
                       (with a smile)
                 Blossom is an intelligent cow - she
                 can take care of herself.

                               DAVID
                 But, Dad --

                               MacLEAN
                 You've been reading too many of
                 those Science Stories - flying
                 saucers!

                               DAVID
                       (yawning)
                 But I saw it!  And Cricket saw it -
                 he growled!

                               MacLEAN
                       (fondling the dog)
                 He growls at hoot owls too - and
                 shadows!  And I want you to stop
                 growling at shadows and go to sleep.

        David stares at him with patient resignation.

                               MacLEAN
                 Tomorrow morning I'll take my 12
                 gauge and you take your .410 and
                 you and I and Cricket will go out
                 in that field and if there's any
                 space ship or flying saucer out
                 there, we'll take a shot at it -
                 especially if they've bothered our
                 cow!

        David, feeling the effects of the sedative, yawns
        again.  His father runs his fingers lightly through
        David's hair in a soothing fashion.

                               MacLEAN
                       (gently)
                 That's a good boy - go to sleep.

        David's eyes close and MacLean gets up softly, tiptoes
        to the light-switch and turns out the light.

                                             SLOW DISSOLVE TO:


 16.    EXT. MacLEAN FIELD - NIGHT - LONG SHOT

        Nothing is moving, the bellow of a cow is HEARD over
        scene.


 17.    INT. MR. & MRS. MacLEAN'S BEDROOM - NIGHT - MED. SHOT

        (Very low key) - Moonlight through bedroom window
        - Mrs. MacLean's voice comes over scene with alarmed
        insistence.

                               MRS. MacLEAN
                 John! -- John! --

                               MacLEAN
                       (annoyed and sleepy)
                 Now what's the matter?

        Off scene is HEARD the low mournful bellowing of a cow.
        The light goes on, revealing MacLean irritably rubbing
        his eyes.

                               MRS. MacLEAN
                 The cow - something's wrong with
                 her.

        The cow's mooing rises to a terrified bellowing.

                               MacLEAN
                 Probably caught in the fence.

        He gets up, puts on his shoes and bathrobe and takes a
        flashlight.

                               MRS. MacLEAN
                 Hurry she may be hurt!

        As MacLean exits -

                                                      WIPE TO:


 18.    EXT. MacLEAN FIELD - NIGHT - MED. SHOT

        MacLean enters carrying lighted flashlight.  He walks
        toward sound of bellowing and disappears behind bushes.
        Bellowing suddenly stops.

                                                      FADE OUT


        FADE IN:

 19.    EXT. MacLEAN FIELD - MORNING - LONG SHOT

        MacLean house in background.  David and Cricket, in
        foreground, are walking hesitantly into the field.
        There is a sudden high-frequency hum and both David
        and the dog stare at the ground, which trembles
        slightly.  David turns and runs toward the house, fol-
        lowed by Cricket.

                                                  DISSOLVE TO:


 20.    EXT. FRONT OF MacLEAN HOUSE - MORNING - MED. SHOT

        A police car stands in front of the house and two of-
        ficers stand on the front porch, talking to Mrs. Mac-
        Lean.

                               MRS. MacLEAN
                 - and I can't understand what hap-
                 pened to him!

                               BLAINE
                       (reassuringly)
                 You say he's been gone for ...

        David and Cricket run into scene.

                               MRS. MacLEAN
                 What's the matter, David?

                               DAVID
                       (breathlessly)
                 - over there in the field - I heard
                 something - I mean - it was more
                 like I felt something.

                               MRS. MacLEAN
                 What?

                               DAVID
                 I don't know - a kind of buzzing
                 sound deep down under the ground.

                               MRS. MacLEAN
                 Oh, David, this is no time to let
                 your imagination run away with you
                 when I'm so concerned about your
                 father.

                               JACKSON
                 Don't worry, we'll find him, Mrs.
                 MacLean.  Come on Blaine.

        They exit from the porch.  Mrs. MacLean and David look
        after them.

                                               DISSOLVE TO:


 21.    EXT. MacLEAN FIELD - DAY - MED. SHOT

        Blaine and Jackson are walking through the field.
        They stop and look around.

                               JACKSON
                 The cow may have trampled him -
                 they can be dangerous.

                               BLAINE
                 Yeah, that's possible.

                               JACKSON
                 You take the north side, and I'll
                 look over here.

                               BLAINE
                 Okay.


 22.    EXT. MacLEAN FIELD - DAY - FULL SHOT

        - as the two men separate and walk toward hill.  The
        CAMERA STAYS with Blaine, who stops and looks at some-
        thing in the grass.


 23.    EXT. MacLEAN FIELD - DAY - MED. SHOT

        Blaine looking at flashlight in the grass.


 24.    EXT. MacLEAN FIELD - DAY - CLOSE SHOT

        - of flashlight lying in the grass.  Blaine's hand
        reaches into scene and picks it up.


 25.    EXT. MacLEAN FIELD - DAY - MED. SHOT

        Blaine straightens up with flashlight and calls.

                               BLAINE
                 Hey, Jackson!  Here's a flashlight!

        - he looks around for Jackson.  His face registers be-
        wilderment.


 26.    EXT. MacLEAN FIELD - DAY - BLAINE'S ANGLE

        - the CAMERA REVEALS an empty field with no possible
        place of concealment.


 27.    EXT. MacLEAN FIELD - DAY - MED. SHOT

                               BLAINE
                       (calling)
                 Hey, Jackson -- !

        He runs toward the spot where he last saw Jackson.  He
        stops and looks uncertainly.....


 28.    EXT. MacLEAN FIELD - DAY - FULL SHOT

        Blaine - with hill in background.  He stares about him
        in puzzled incredulity.  Then a four foot round section
        of turf immediately behind him raises up about a foot.


 29.    EXT. MacLEAN FIELD - DAY - CLOSE SHOT

        Blaine's face - as he emits a choking scream and drops
        out of scene.
        CAMERA PANS down to ground and we see a section of turf
        closing like the lid of a trap door spider.

                                                  DISSOLVE TO:


 30.    INT. MacLEAN LIVING ROOM - DAY - FULL SHOT

        Mrs. MacLean is pacing nervously and David stands look-
        ing out of the front window.  Cricket is in the room.

                               MRS. MacLEAN
                 You're not going out there!

                               DAVID
                 But they've been gone over an hour.
                 Let me go look, too, Mom - please!

                               MRS. MacLEAN
                 You stay right here!

                               DAVID
                 Aw, gee --

                               MacLEAN'S VOICE
                       (off scene)
                 Any chance of getting a cup of coffee?

        Mrs. MacLean and David turn toward doorway.


 31.    INT. MacLEAN LIVING ROOM - DAY - MED. SHOT

        - John MacLean is standing in the living room doorway.
        He is wearing his bathrobe and pajamas.  He looks some-
        what disheveled.  Over scene Mrs. MacLean and David
        speak together.

                               MRS. MacLEAN and DAVID
                 John! -- Dad! --


 32.    INT. MacLEAN LIVING ROOM - DAY - MED. SHOT

        - as Mrs. MacLean and David rush toward MacLean.

                               MRS. MacLEAN
                 Oh, John, where have you been?  I've
                 been so worried!

                               DAVID
                 Gee, Dad, what happened?

        Cricket looks at MacLean and crawls under the sofa.

        MacLean looks down at his wife and son.  His face is
        tense and he wears a tight forced smile.

                               MacLEAN
                 Nothing to get excited about.  Tell
                 you all about it when I've had my
                 coffee.

        MacLean crosses and sits in an armchair.

                               MRS. MacLEAN
                       (exiting)
                 I'll just be a minute.

        David leans over the back of his father's chair.

                               DAVID
                 What took you so long?

                               MacLEAN
                       (impatiently)
                 I've been looking for Blossom.  I
                 followed her trail but finally lost
                 track of her in those scrub oak
                 flats behind Blue Hill.


 33.    INT. MacLEAN LIVING ROOM - DAY - CLOSE SHOT

        David's face - as he stares down at the back of his
        father's head.


 34.    INT. MacLEAN LIVING ROOM - DAY - REVERSE CLOSE SHOT

        David's angle - of back of MacLean's head.

        There is a livid red scar the size of a quarter on the
        back of his head just above the nape of his neck.

                               DAVID'S VOICE
                       (over scene)
                 Gosh, Dad, what happened to your
                 head?


 35.    INT. MacLEAN LIVING ROOM - DAY - MED. CLOSE SHOT

        A shadow of anger crosses MacLean's face.

                               MacLEAN
                 It's only a scratch.  Caught it on
                 a barbed wire fence.

                               DAVID
                 A barbed wire fence?  But how could --

                               MacLEAN
                       (interrupting)
                 Go on out and play!

                               DAVID
                 But - Dad --

        MacLean suddenly slaps the boy a vicious backhand blow
        across the face, as Mrs. MacLean enters the scene from
        background, carrying a cup of coffee.  Mrs. MacLean
        drops the cup, registering horrified incredulity.
        David staggers across the room and fetches up against
        the wall.  Mrs. MacLean crosses to him, puts her arms
        around him with a sheltering attitude.  Cricket comes
        out from under the sofa and growls at MacLean and hud-
        dles near David.

                               MacLEAN
                       (coldly)
                 Now will you go out and play -- and
                 take that animal with you!


 36.    INT. MacLEAN LIVING ROOM - DAY - MED. CLOSE SHOT

        David, his mother - with Cricket huddled close by.
        They stare at MacLean with incredulous baffled expres-
        sions.

                               MRS. MacLEAN
                       (in a low, hurried voice)
                 Please, David -- do as your father
                 says.


 37.    INT. MacLEAN LIVING ROOM - DAY - MED. SHOT

        David goes out through the hall followed by Cricket.
        We HEAR the front door slam.  MacLean turns to his wife.

                               MacLEAN
                       (in a cold mechanical
                        voice)
                 I'm still waiting for my coffee.

                               MRS. MacLEAN
                       (in a tone of hurt be-
                        wilderment)
                 What's the matter with you, John?
                 What's happened?

                               MacLEAN
                 Get me a cup of coffee!

        Mrs. MacLean exits, looking apprehensively over her
        shoulder at her husband.

                                                  DISSOLVE TO:


 38.    EXT. MacLEAN FRONT PORCH - MID-MORNING - FULL SHOT

        Jackson, Blaine and MacLean are exiting onto the front
        porch.  David is sitting on the steps with Cricket.
        Mrs. MacLean stands nervously twisting her apron, look-
        ing through the front screen door from the hallway.

                               MacLEAN
                       (he now speaks normally
                        and seems like his old
                        self)
                 Well, thanks, gentlemen, I won't keep
                 you any longer.  I'm sure you have
                 important things to take care of ---


 39.    EXT. MacLEAN FRONT PORCH - DAY - CLOSE SHOT

        High angle - back of Jackson's head

        - as he removes cap and wipes forehead with handker-
        chief.  A livid round red scar is on the back of his
        head just above the nape of his neck.


 40.    EXT. MacLEAN FRONT PORCH - DAY - REVERSE CLOSE SHOT

        David's face - puzzled - he reacts to what he has seen.


 41.    EXT. MacLEAN FRONT PORCH - DAY - MED. SHOT

        Jackson, Blaine and MacLean - from David's angle.

                               BLAINE
                       (with meaning)
                 Yes.  We have --

        Jackson nods his head.


 42.    EXT. MacLEAN FRONT PORCH - DAY - CLOSE SHOT

        Mrs. MacLean staring at her husband with nervous incred-
        ulity.


 43.    EXT. MacLEAN FRONT PORCH - DAY - FULL SHOT

        Blaine and Jackson - as they leave the porch.  Jackson
        leans over and ruffles David's hair as he passes.

                               JACKSON
                 Take it easy on those comic books,
                 youngster.

                               BLAINE
                       (as they walk toward car)
                 Yes -- that imagination of yours is
                 liable to get you in trouble.

                                                      FADE OUT.


        FADE IN:

 44.    EXT. BACK OF MacLEAN HOUSE - DAY - MED. SHOT

        Small hummock in foreground - MacLean home in background.
        The hummock is thickly grown with bushes.
        The leaves of a bush are pushed slowly back and the eye-
        piece of a one-inch telescope pushes full INTO CAMERA.


 45.    EXT. BACK OF MacLEAN HOUSE - DAY - CLOSE SHOT

        David is lying on the ground behind the bushes looking
        through the telescope.  Cricket is with him.
        David - raises his face from the eye-piece and looks
        over the telescope with interest and consternation.
        He then looks back through telescope.


 46.    EXT. FIELD - DAY - AS THROUGH TELESCOPE - MATTE

        A little girl, Kathy Wilson, aged five, walks across
        the field picking flowers.  Suddenly a round section of
        the earth opens up behind her and an indistinct some-
        thing grabs her by the ankles and snatches her down in-
        to the hole.  A flap of earth closes back over the hole.


 47.    EXT. BACK OF MacLEAN HOUSE - DAY - PAN SHOT

        David and Cricket - as David jumps up, runs toward the
        field, stops with indecision, then turns and runs fran-
        tically toward the house, followed by the dog.


 48.    INT. HALLWAY - MacLEAN HOUSE - DAY - MED. SHOT

        - as David and Cricket enter and David starts toward
        the telephone.  Then he looks over his shoulder toward
        the living room and stops.


 49.    INT. MacLEAN LIVING ROOM - DAY - MED. SHOT

        David's angle - John MacLean - sitting rigidly in a
        chair in the living room staring fixedly at David.

                               MacLEAN
                 Well - what do you want!


 50.    INT. MacLEAN LIVING ROOM - DAY - CLOSE SHOT

        Shooting toward David and Cricket in hallway.

                               DAVID
                       (hesitatingly)
                 I - I was looking for Mom.

                               MacLEAN
                       (sharply)
                 She's not here.  What's on your mind?

                               DAVID
                 Oh - uh -- nothing --

                               MacLEAN
                 What have you been up to?

                               DAVID
                 Nothing -- just playing.

                               MacLEAN
                 Your mother told you not to play in
                 the field, didn't she?

                               DAVID
                       (hesitatingly)
                 But - I - uh --

                               MacLEAN
                       (pointedly)
                 I tell you you can play in the field --
                 all you want - understand?

                               DAVID
                 Yes, sir.

        He turns and starts toward the front door, Cricket at
        his heels.


 51.    INT. MacLEAN LIVING ROOM - DAY - CLOSE SHOT

        MacLean - as he picks up a map which he's holding in
        his lap and studies it intently.  His head jerks up as
        the front screen door slams.  He looks out the window.


 52.    EXT. FRONT - MacLEAN HOUSE - DAY - LONG SHOT

        Through window - David and Cricket - running down road.

                                                  DISSOLVE TO:


 53.    EXT. BACK PORCH - WILSON HOUSE - DAY - FULL SHOT

        This is a small cottage with an old fashioned storm cel-
        lar door leading into the basement adjacent to back
        steps.  David and Cricket walk into scene.  David knocks
        on the door, which opens.  David walks in.  Cricket
        waits outside.


 54.    INT. WILSON KITCHEN - FULL SHOT

        Mrs. Wilson dries her hands on her apron and pushes
        back a strand of hair from her forehead.

                               MRS. WILSON
                 Well - hello - David --

                               DAVID
                 Mrs. Wilson - is Mr. Wilson home?

                               MRS. WILSON
                       (puzzled)
                 Why -- no, David -- he's out of town.
                 What is it?

                               DAVID
                 Well -- I mean -- you know your little
                 girl --

                               MRS. WILSON
                       (with instant alarm)
                 Has something happened to Kathy?

                               DAVID
                 Well -- I mean -- gee, Mrs. Wilson --
                 You see, I was up on the hill with
                 my telescope -- hiding in the bushes
                 and --

        Mrs. Wilson's face darkens with frightened suspicion.

                               MRS. WILSON
                 You were hiding in the bushes and
                 what happened?

                               DAVID
                 Well, I -- I was watching the field
                 and I saw Kathy.  She was picking
                 flowers -- I think.

                               MRS. WILSON
                 Yes?

                               DAVID
                 And then -- well - the ground opened
                 up and something grabbed her and
                 pulled her down into a hole.

        - as she reacts with annoyance and disbelief.

                               MRS. WILSON
                 Oh, David, stop all this nonsense.
                 Where is she?

        David backs away from Mrs. Wilson, who advances threat-
        eningly.

                               DAVID
                 Honest, Mrs. Wilson, there's some-
                 thing out there under the ground.
                 It's a space ship or ....

                               MRS. WILSON
                 What kind of a ship?

                               DAVID
                 A space ship!

        Mrs. Wilson bursts into nervous laughter and grabs David
        by the shoulders and shakes him severely.

                               MRS. WILSON
                 Now listen, David -- what have you
                 done to my little girl -- where is
                 she -- answer me!

                               DAVID
                       (frantically)
                 Honest, Mrs. Wilson -- the ground
                 opened up - and --

        Mrs. Wilson slaps him sharply.  David raises his elbow
        to ward off further blows.

                               MRS. WILSON
                 You tell me what you've done to
                 Kathy!

        The sound of the back kitchen door opening causes Mrs.
        Wilson to look over her shoulder and react with relief.


 55.    INT. WILSON KITCHEN - DAY - NEW ANGLE

        Kathy Wilson is entering the kitchen.  She stops and
        looks at her mother curiously.  Mrs. Wilson rushes
        across the room and gathers the child in her arms.

                               MRS. WILSON
                 Kathy, honey -- where have you been?
                 What's happened?


 56.    TWO SHOT - KATHY AND MRS. WILSON

        Kathy looks up at her mother with a round cherubic baby
        face.

                               KATHY
                       (blandly)
                 Nothing, Mama.

                               MRS. WILSON
                       (turning to David)
                 Oh, David!  How could you!

        She puts Kathy down.


 57.    INT. WILSON KITCHEN - DAY - MED. TWO SHOT

        David sidles around and attempts to get a look at the
        back of Kathy's head.  She puts her hands to the back
        of her head and smoothes her hair down.


 58.    INT. WILSON KITCHEN - DAY - THREE SHOT

                               MRS. WILSON
                 What do you mean -- coming in here
                 and scaring me to death -- What's
                 the matter with you, David?

                               DAVID
                       (flatly)
                 I'm sorry.

                               MRS. WILSON
                 I am, too -- I'm sorry I lost my
                 temper.

        She turns and reaches for the cookie box.

                               MRS. WILSON
                 Here - don't you want some cookies --
                 and a glass of milk?

                               DAVID
                       (starting toward kit-
                        chen door)
                 No, thank you.

                               MRS. WILSON
                 I'm really very sorry, David, for
                 the way I treated you -- but after
                 all -- Here, dear -- take some cookies
                 with you.

                               DAVID
                 I'm not hungry.

        At this point, he's reached the kitchen door.


 59.    EXT. REAR OF WILSON HOUSE - DAY - FULL SHOT

        Cricket is barking frantically at a column of smoke
        that issues from the open cellar door.  David comes out
        of kitchen door, sees the smoke coming from the cellar,
        and calls back inside.

                               DAVID
                       (calling)
                 Mrs. Wilson -- Mrs. Wilson -- your
                 house is on fire!

        Mrs. Wilson runs to the screen door and exits, carrying
        Kathy with her into the yard.


 60.    EXT. REAR OF WILSON HOUSE - DAY - MED. SHOT

        Smoke is pouring out the cellar door.  Mrs. Wilson
        places Kathy on the ground, then snatches a garden hose
        and runs to a faucet near the back porch.  She fumbling-
        ly attempts to attach it, just as a neighbor, Arthur
        Turner, a man about forty-five, runs into scene.  He
        quickly attaches the hose, while David points the nozzle
        toward the cellar door.  He turns on the water, then
        runs and takes the hose from David, adjusts the nozzle
        to spray, then, ducking his head against the billowing
        smoke, enters the cellar.


 61.    EXT. REAR WILSON HOUSE - DAY - FULL SHOT

        As Turner directs the spray of water into the cellar,
        we can see red tongues of flame diminish.  He advances
        into the cellar.  Mrs. Wilson is frantically trying to
        peer through the smoke.

                               DAVID
                 You'd better call the fire depart-
                 ment, Mrs. Wilson!

                               MRS. WILSON 
                       (calling through smoke)
                 Mr. Turner, shall I call the fire
                 department?

                               TURNER'S VOICE
                       (off scene)
                 No.  I've got it under control.

        Mrs. Wilson steps back and sighs with relief.  Kathy
        crosses to her mother and stands pressed against her
        mother's legs, calmly watching the smoke.


 62.    EXT. REAR WILSON HOUSE - DAY - CLOSE TWO SHOT

        - as David sidles around Kathy and looks at the back of
        her head.


 63.    EXT. WILSON HOUSE - DAY - FULL SHOT

        - as Turner backs up out of the cellar, coughing.  He
        is turning off the hose at the nozzle as he exits.  He
        drops the hose, crosses to the faucet and turns off the
        valve.  He takes out a handkerchief and dabs at his
        streaming eyes.

                               TURNER
                 It's all right, Mrs. Wilson.  It's
                 out.

                               MRS. WILSON
                        (relieved)
                 Oh, thank heavens!

                               TURNER
                 Someone spilled a gallon can of gaso-
                 line down there.

                               MRS. WILSON
                 That's impossible - We keep our spare
                 gasoline in the garage.

                               TURNER
                 Well -- a can of gasoline was laying
                 over on its side down there with the
                 top off.  That's what was burning.

                               MRS. WILSON
                 Are you sure?

                               TURNER
                 Positive.

                               MRS. WILSON
                 Kathy, were you down in the cellar?

                               KATHY
                       (blandly)
                 No, Mamma.


 64.    EXT. WILSON - DAY - CLOSE SHOT

        Kathy's face -- as her eyes look up and meet David's.


 65.    EXT. WILSON HOUSE - DAY - CLOSE SHOT

        David -- staring intently at Kathy.


 66.    EXT. WILSON HOUSE - DAY - CLOSE SHOT

        Kathy -- as she smiles faintly and her eyes take on a
        curious, hard, triumphant expression.

                                             QUICK DISSOLVE TO:


 67.    INT. GROCERY STORE - DAY - FULL SHOT

        - with telephone booth in foreground.  David enters
        scene, followed by Cricket.  They go into phone booth
        and David closes the door.


 68.    INT. TELEPHONE BOOTH - DAY - MED. SHOT

        David drops a nickel in the coin box.

                               DAVID
                       (into phone)
                 State 4-3559, please.


 69.    EXT. GRIFFITH OBSERVATORY - DAY - FULL SHOT

                                                   DISSOLVE TO:


 70.    INT. PROFESSOR STUART KELSTON'S OFFICE - DAY - FULL SHOT

        His secretary, a woman of indeterminate age, wearing
        horn-rimmed spectacles, is speaking on the telephone.

                               SECRETARY
                       (into phone)
                 I'm sorry, David, but Professor
                 Kelston is out.  Is there any mes-
                 sage?


 71.    INT. PHONE BOOTH - DAY - CLOSE SHOT

                               DAVID
                       (into phone)
                 Do you know when he'll be back?


 72.    INT. PROFESSOR KELSTON'S OFFICE - DAY - CLOSE SHOT

                               SECRETARY
                       (into phone)
                 He's not expected until late this
                 afternoon.


 73.    INT. PHONE BOOTH - DAY - CLOSE SHOT

                               DAVID
                       (into phone)
                 Oh, gee ... Never mind.  Thank you.

        David hangs up and is about to leave the booth when he
        sees his father enter the grocery store.


 74.    INT. GROCERY STORE - DAY - THROUGH DOOR OF PHONE BOOTH

        - MacLean buying a pack of cigarettes.


 75.    INT. PHONE BOOTH - DAY - CLOSE SHOT

        David sees MacLean and crouches down behind the solid
        panel of the phone booth door.  He holds Cricket to
        keep him from barking.


 76.    INT. GROCERY STORE - DAY - MED. SHOT

        MacLean - turns and leaves scene, walking past phone
        booth.


 77.    EXT. PHONE BOOTH - DAY - MED. SHOT

        - as the door opens and David peeps out.  Then he and
        Cricket emerge.  David stops, pauses with indecision.
        His decision crystalizes into resolution.  He sets his
        chin and compresses his lips and walks quickly out of
        scene, followed by Cricket.

                                                   DISSOLVE TO:


 78.    INT. POLICE STATION - DAY - FULL SHOT

        David and Cricket stand staring up at the desk sergeant,
        who speaks in an exasperated tone.

                               DESK SERGEANT
                 I'm tellin' ya the Chief of Police
                 don't see nobody without their first
                 statin' the nature of their business.

                               DAVID
                        (pleadingly)
                 But I've gotta see him -- it's im-
                 portant.

                               DESK SERGEANT
                 Well, if it's so important -- why
                 can't ya tell me?

                               DAVID
                 'Cause --
                       (he pauses)
                 -- you wouldn't believe me.

                               DESK SERGEANT
                 So what makes ya think the Chief
                 would believe ya?

                               CHIEF OF POLICE'S VOICE
                        (off scene)
                 What's the trouble, Finley?

        CAMERA ANGLE WIDENS to include a jovial, middle-aged,
        heavy-set man standing in a half-open doorway.  The
        door is lettered "CHIEF OF POLICE."

                               DESK SERGEANT
                 Aw, this kid here claims he's got
                 something very important, but he
                 won't tell me what it is.

                               DAVID
                 Are you the Chief of Police, sir?

                               CHIEF OF POLICE
                 That's right.  Come in, son.

        David crosses and enters the Chief's office, followed
        by Cricket.  The door closes behind them.


 79.    INT. OFFICE OF CHIEF OF POLICE - DAY - FULL SHOT

        The Chief crosses and sits in a swivel chair at his
        desk.  He indicates a chair for David.

                               CHIEF
                 Sit down, young man -- Now, what's
                 your name?

                               DAVID
                 David MacLean.

                               CHIEF
                 Well, what's so important, David?

        David looks apprehensively, clears his throat and
        starts.

                               DAVID
                 Well, you see, sir -- it started
                 last night when I was looking through
                 my telescope.

                                                   DISSOLVE TO:


 80.    INT. OFFICE - CHIEF OF POLICE - DAY - CLOSE SHOT

        The Chief is listening intently, leaning his hand on
        his cheek.

                               DAVID'S VOICE
                       (over scene)
                 -- and that's the truth, sir.  Every
                 word of it -- and I know they're
                 under there because I've seen them.

        CAMERA DOLLIES back to TWO SHOT.

                               CHIEF
                 And after people've been down there --
                 they act different, eh?

                               DAVID
                 Yes, sir -- very different.

                               CHIEF
                 What's your telephone number, David?

                               DAVID
                 Webster 6397.

        The Chief reaches over and picks up the telephone.

                               DAVID
                       (in alarm)
                 But you're not going to call my
                 father -- Please!  Please!

        The Chief of Police swings around in his swivel chair
        and speaks into the phone.

                               CHIEF
                       (into phone)
                 Webster 6397.

        He looks over his shoulder at David, who is nervously
        biting his lips.

                               CHIEF
                 Now take it easy, son.

        Then he turns back to the telephone.


 81.    INT. CHIEF OF POLICE'S OFFICE - DAY - CLOSE SHOT

        David is staring at the back of the Chief's head.


 82.    INT. CHIEF OF POLICE'S OFFICE - DAY - CLOSE SHOT

        On the back of the Chief's head there is a round, red,
        livid spot just above the nape of the neck.


 83.    INT. CHIEF OF POLICE'S OFFICE - DAY - CLOSE SHOT

        David reacts to what he has seen.

                                                   DISSOLVE TO:


 84.    INT. JAIL DETENTION ROOM - DAY - FULL SHOT

        This is a rather barren room, with a bench and a
        straight back chair.  David stands at the window, star-
        ing through the heavy wire grill.  His lips tremble and
        his face is pinched and white, and terror lives in his
        eyes.  Startled, he looks over his shoulder at the
        sound of the door opening.  He turns and stands at bay.
        He picks up Cricket and backs against the wall next to
        the window.

                               MacLEAN'S VOICE
                       (off scene)
                 All right, David.


 85.    INT. JAIL DETENTION ROOM - DAY - REVERSE SHOT

        John MacLean stands near the open door.  His face bears
        a sad, resigned expression.  The Chief of Police stands
        with his hands clasped behind his back.  He is benign
        and kindly in his attitude.  Dr. James Blake, a well-
        favored young man in his early thirties, stands looking
        at David with a friendly, gracious smile.  Next to him,
        Patricia Collins smiles down at David with affectionate
        concern.  She is dressed in a nurse's blue cape, and
        the stiff white cuffs and uniform collar are apparent
        below and above the cape.

                               DR. BLAKE
                 Hello, David, I'm Doctor Blake.

        David stares up at him, tight-mouthed and tight-lipped.

        Pat advances and tries to put her hand on David's shoul-
        der.  He pulls away.

                               DR. BLAKE
                       (reassuringly)
                 There's nothing to be afraid of,
                 David, this is Miss Collins.

        David stares up at his father, then at the Chief of Pol-
        ice, then back to Dr. Blake.  He starts to back away but
        Pat's arm restrains him gently.

                               PAT
                 No one's going to hurt you.

                               MacLEAN
                       (to David)
                 Listen to me.

        David looks up at his father.

                               MacLEAN
                       (continuing)
                 These people are going to take you
                 to a -- school -- for a little while --
                 it's for your own good.  Understand?
                 I'll take care of the dog.

                               DAVID
                       (frantically)
                 You're not going to take Cricket.

        He makes a dash for the outer door.  MacLean steps for-
        ward and grabs his wrist and holds it with unnecessary
        force.  David winces.  Dr. Blake steps forward quickly,
        glances curiously at MacLean and detaches his fingers
        from the boy's arm.

                               BLAKE
                       (kindly)
                 It's all right, David.  You can
                 bring your dog.

                               DAVID
                       (in a scared voice)
                 But I don't understand why -- ?

        Pat crosses and inserts David's arm through hers and
        pats his hand.

                               PAT
                       (gently)
                 Come on, David.  Your father knows
                 what's best.  We're going to be good
                 friends.  Just wait and see!

        Dr. Blake opens the door with one hand -- casually
        takes David's arm and they swiftly exit with him out
        into the hall, closing the door behind them.

                                                   DISSOLVE TO:


 86.    EXT. COUNTY HOSPITAL - NIGHT - FULL SHOT

                                                   DISSOLVE TO:


 87.    INT. HOSPITAL - NIGHT - INSERT

        Sign reading "MENTAL WARD."

                                                   DISSOLVE TO:


 88.    INT. DR. BLAKE'S CONSULTATION ROOM - NIGHT - FULL SHOT

        David is seated in a large, comfortable overstuffed
        chair.  A practically empty plate of sandwiches stands
        on a coffee table next to the chair.  David feeds a
        piece of sandwich to Cricket.  Pat, who has removed her
        cape and is now wearing a starched R.N. cap, enters the
        scene with three paper cartons of malted milk.  Dr.
        Blake has removed his coat and is seated on a sofa fac-
        ing David.  Pat passes one of the containers to Dr.
        Blake, who opens the top and inserts a straw.  She
        hands the other one to David, then sits on the sofa
        near the Doctor and starts drinking her malted milk.
        David is in a much better frame of mind than in the
        preceding scene.

                               DAVID
                 --- and that's what happened --
                 Look, Doctor, if you'd talk to my
                 mother, she'll tell you about my
                 father -- about how he's changed
                 and everything.

        Pat and Blake exchange glances.

                               BLAKE
                 That's a good idea, David -- in fact
                 -- I had already thought of it.

                               DAVID
                 You've talked to her?

                               BLAKE
                 Only over the phone.  She ought to
                 be here any minute now -- you know,
                 that's a very interesting story you
                 just told us.

                               DAVID
                       (resignedly)
                 -- you don't believe me, do you?

                               BLAKE
                 Oh, I wouldn't go so far as to say
                 that.  Better say I'm keeping an open
                 mind.

                               PAT
                 And so am I.

                               BLAKE
                 There are no scars on the back of
                 my head, David.

                               PAT
                       (showing him)
                 Nor mine.

        David looks at their heads, then sits back with relief
        and takes a slow meditative pull on his malted milk
        straw.


 89.    INT. DR. BLAKE'S RECEPTION ROOM - NIGHT - MED. SHOT

        The door opens, and Mrs. MacLean enters.  She looks
        around, sees no one, crosses to desk and taps the bell.


 90.    INT. DR. BLAKE'S CONSULTATION ROOM - NIGHT - FULL SHOT

        They all look up at the sound of the bell.  Blake rises
        and crosses to the door.

                               BLAKE
                       (opens door)
                 Mrs. MacLean?

                               MRS. MacLEAN'S VOICE
                       (off scene)
                 Yes.

                               BLAKE
                 Won't you come in?  I'm Dr. Blake.

        Mrs. MacLean enters.  David jumps up from the chair and
        runs to his mother.

                               DAVID
                 Gee, Mom -- I'm glad you're here!

                               BLAKE
                 This is Miss Collins.

        Mrs. MacLean looks down and smiles brittlely.  Then she
        coldly detaches his hands from her arm.

                               MRS. MacLEAN
                       (impatiently)
                 How do you do.  Sit down, David.

        David stares at her, backs away and slowly sits back in
        the chair.  Mrs. MacLean's face is calm and composed and
        her manner brightly pleasant, almost to the point of in-
        congruity.  She wears a light coat with a high collar
        and carries a purse.

                               BLAKE
                 Won't you sit down, Mrs. McLean?

                               MRS. MacLEAN
                 No thanks.  My husband's waiting
                 for me.

                               BLAKE
                 David tells me --

                               MRS. MacLEAN
                       (interrupting)
                 I know what David's been telling
                 you.  He's always been highly im-
                 aginative, and we've had a great
                 deal of trouble with him -- especi-
                 ally since he got that telescope
                 and has been reading those trashy
                 science fiction magazines.

                               BLAKE
                       (looking up)
                 Science fiction?

                               MRS. MacLEAN
                 Yes -- horrible, weird things with
                 pictures of monsters that come in
                 space ships from other planets.

                               BLAKE
                 I see -- and he's discussed these
                 stories with you?

                               MRS. MacLEAN
                 Incessantly.  He's gotten completely
                 beyond our control.

                               BLAKE
                       (with decision)
                 All right, Mrs. MacLean -- I'm sure
                 we'll be able to help him.

        Mrs. MacLean turns and looks at David with unsympathetic
        eyes.

                               MRS. MacLEAN
                 Now you be a good boy -- and do what
                 the doctor tells you.

        She walks toward the door.


 91.    INT. DR. BLAKE'S CONSULTATION ROOM - NIGHT - CLOSE SHOT

        David stares incredulously at his mother.  His eyes focus
        on the back of her head as she walks toward the door.


 92.    INT. DR. BLAKE'S CONSULTATION ROOM - NIGHT - REVERSE

        David's angle of Mrs. MacLean's head.  The back of her
        head is concealed by her hair and the high collar of
        her coat.


 93.    INT. OF DR. BLAKE'S CONSULTATION ROOM - NIGHT - MED.
        LONG SHOT

        David looks up quickly at Dr. Blake, who is also look-
        ing at Mrs. McLean's head as she opens the door and
        exits.  Dr. Blake's and David's eyes meet in a curious
        look of understanding.  Dr. Blake takes a notebook and
        pencil from his pocket.

                              BLAKE
                  Have you any relatives, David --
                  around here, I mean?

                              DAVID
                        (shaking his head)
                  Just my Aunt Margaret -- but
                  she lives over in Crystal Falls.

                              BLAKE
                  What's her name and address?

                              DAVID
                  Miss Margaret MacLean - 926
                  Drexel Avenue - Crystal Falls --
                  Why?

                              BLAKE
                  Oh, just in case something
                  comes up.
                        (he squeezes David's
                        shoulder reassuringly)
                  We'll work this out together,
                  David.

        Blake exchanges a meaningful look at Pat.  He crosses
        to an end table and picks up some magazines, which he
        hands to David.

                              BLAKE
                        (continued)
                  Mind amusing yourself for a
                  few minutes?

                              DAVID
                  No, sir.

                              BLAKE
                  Those are the latest issues
                  of Look and Life.  We'll be
                  right back.

                              DAVID
                  Thank you, sir.

        Blake and Pat exit into laboratory.


 94-95. (OMITTED)


 96.    INT. DR. BLAKE'S LABORATORY - NIGHT - FULL SHOT

        Blake and Pat enter.  Pat looks up.

                              PAT
                        (shaking her head)
                  That woman's a cold-blooded per-
                  son if I ever saw one.

                              BLAKE
                  Too cold-blooded.  You know,
                  dear, I think that boy is tell-
                  ing the truth.

                              PAT
                  But surely you don't believe -- ?

        He crosses to the desk and punches an automatic tele-
        phone directory list, then dials a number.

                              PAT
                  Who are you calling?

                              BLAKE
                  Stuart Kelston.  David says he's
                  a very good friend of his.

                              PAT
                        (as he dials)
                  You don't expect to find him at
                  the observatory at this time of
                  night, do you?

                              BLAKE
                  That's when astronomers work,
                  my dear.
                        (into phone)
                  Hello -- Professor Kelston,
                  please.

        Pat sits beside Blake, placing her hand upon his shoulder
        affectionately.

                              BLAKE
                  Hello, Stu -- Jim Blake --


 97.    INT. PROF. KELSTON'S OFFICE - OBSERVATORY - NIGHT -
        MED. SHOT

        Kelston is a lean, sandy-haired, angular man with a
        pleasant Scandinavian face and a slow, pedantic method
        of speech.

                              KELSTON
                  Hello, Jim.  Who?  Yes, I know
                  him --
                        (pauses)
                  No -- I'd say just the opposite
                  -- Matter of fact, I think he
                  has the makings of a first-rate
                  scientist.
                        (chuckles)
                  Of course I mean astronomer.
                  What other science is there?...
                  Why, certainly -- come on up to
                  the main entrance and ring the
                  night bell -- Right.  Goodbye.

        He hangs up the phone and assumes a thoughtful, puzzled
        expression.

                                               DISSOLVE TO:


 98.    EXT. NEWSPAPER BUILDING - NIGHT - FULL SHOT

        There is a sign reading:  "HERALD-NEWS."

                                               DISSOLVE TO:


 99.    INT. OF EDITOR'S OFFICE - NIGHT - MED. SHOT

        Ralph Pulzer, a dignified middle-aged gentleman, is
        seated at his desk, talking to John MacLean, who is
        standing looking down at him.

                             PULZER
                       (shrugging his
                        shoulders)
                 I don't get it!  In the first
                 place I gave up leg work
                 several years ago, and in the
                 second place, I don't see why
                 you can't give me some inkling
                 as to what the story is about?

                               MacLEAN
                 This story is so important that
                 I am not taking anyone out
                 there except you -- and if you
                 don't want to go, I'll try the
                 editor of the Blade.

                               PULZER
                       (with resignation)
                 All right, Mr. MacLean -- Pick me up
                 at ten o'clock tonight.

                               MacLEAN
                 Alone.

                               PULZER
                 I'll be alone.  And the story'd better
                 be worth it.

                               MacLEAN
                 It will be - You'll see.

                                                   DISSOLVE TO:


100.    EXT. GRIFFITH PARK OBSERVATORY - NIGHT - LONG SHOT

        As the CAMERA TRUCKS IN with the car, the headlights
        illuminate the facade and the heavy bronze door in high
        key.  The lights cut off and Blake, Pat and David enter
        the observatory.


101.    INT. FOYER OF OBSERVATORY - NIGHT - MED. SHOT

        Pat, Blake and David -- The Focault pendulum is in the
        background.  The interior of the observatory foyer is
        illuminated in low key.

                               PAT
                 What's that thing?

                               DAVID
                       (glibly)
                 That's the Focault pendulum.  It de-
                 monstrates the peripherial aberration
                 of axial inclination.

        Then David realizes he is talking to an amateur.

        Pat turns and stares at David in astonishment.

                               DAVID
                       (continuing)
                 I mean it shows how much the earth
                 is tilting on its axis.

        At this point, Professor Kelston approaches.

                               KELSTON
                 Well, it didn't take you very long.

                               BLAKE
                 You've met Patricia Collins, Stu.

                               PAT
                 Of course.  How are you, Professor?

                               KELSTON
                 Fine, thank you.

                               BLAKE
                 I believe you know ---

                               KELSTON
                       (interrupting and af-
                        fectionately putting
                        his hand on David's
                        shoulder)
                 Yes -- David and I are old friends.
                 Let's go to my office.


102.    INT. PROFESSOR KELSTON'S OFFICE - NIGHT - FULL SHOT

        Large scale star maps hang on the walls, interspersed
        with large photographs of comets, spiral nebulae, solar
        coronae, various lunar and solar eclipses.  His desk is
        littered with a miscellaneous array of meteorites, photo-
        graphs and electrical viewing apparatus for astronomical
        plates.  Professor Kelston seats himself at his desk,
        after indicating comfortable chairs in which his visitors
        dispose themselves.

                               KELSTON
                 Now -- what's the big mystery?

                               BLAKE
                 Well -- first we'd like to have a
                 look at the back of your head.

        A slow smile comes over Kelston's face and his eyes
        twinkle.

                               KELSTON
                 Are you sure some of these patients
                 you deal with aren't contagious?

                               BLAKE
                 Tonight I'm not altogether sure of
                 anything.

        Blake and David are seated together on a leather divan.

                               BLAKE
                       (continuing)
                 No -- seriously -- you don't happen
                 to have any scars on the back of
                 your head -- do you?

                               KELSTON
                 Not since football.  Why?

                               BLAKE
                 Mind letting us have a look?

                               KELSTON
                 Are you serious?

        Blake nods in affirmation.  Kelston rises, crosses in
        front of the desk and turns his head around for inspec-
        tion.

                               KELSTON
                 The bump of intelligence is prac-
                 tically invisible.

                               BLAKE
                       (looks at Kelston's
                        head)
                 Okay.

        Kelston straightens and leans back against the edge of
        his desk.

                               KELSTON
                       (puzzled)
                 I don't get it.

                               BLAKE
                       (seriously)
                 I'd like David to take it from here.
                 All right, David.

                               DAVID
                       (uncomfortably)
                 Well -- I -- every time I tell anybody
                 this, they think I'm crazy.
                       (looking up at Blake)
                 That is -- I -- I mean I --

                               BLAKE
                 Now, David, you go right ahead.

                               DAVID
                 Well -- it started last night.
                 I was looking for variables in
                 Orion -- and all of a sudden I
                 saw this bright light --

                                              DISSOLVE TO:


103.    INT. KELSTON'S OFFICE - NIGHT

        CAMERA PULLS BACK from Kelston's face.  He is smoking a
        pipe and is staring meditatively through the smoke.

                              BLAKE'S VOICE
                        (off scene)
                  -- and everyone of the people that
                  have those scars, behave strangely.

                              KELSTON
                        (turns to David)
                  Are you positive that you saw these
                  creatures or whatever they are pull
                  the little Wilson girl under the
                  ground?

                              DAVID
                  Yes, sir -- I wasn't two hundred
                  yards away and I was looking
                  through my one-inch telescope and
                  it's fifty power.

                              KELSTON
                  How far is this field from your
                  house, David?

                              DAVID
                  About a quarter of a mile.

                              BLAKE
                        (to Kelston)
                  Then we could see it from here with
                  the sixteen-inch.

                              DAVID
                        (excitedly)
                  Yes, sir.  I know we could.
                        (he turns to Kelston)
                  You know that time last summer when
                  you let me look right into the kit-
                  chen window and I could see Mom in
                  there cooking supper?

                              KELSTON
                        (hesitatingly)
                  That was last summer, David.
                  Since then, because of the top
                  secret experiments at White
                  Sands, the Army has instructed
                  me to allow no one but my staff
                  to use the telescope.
                        (he pauses)
                  But under the circumstances, I'm
                  sure it will be all right.  Let's
                  take a look.

        They exit.

                                               DISSOLVE TO:


104.    EXT. GRIFFITH TELESCOPE ROOM - NIGHT - MED. SHOT

        - opening of upper aperture and dome rotating approxi-
        mately sixty degrees and stopping.


105.    INT. GRIFFITH TELESCOPE ROOM - NIGHT - MED. SHOT

        Kelston, Blake, Pat and David station themselves at
        Multiple oculars while Kelston focuses instrument
        with manual verniers.

                              KELSTON
                  We're fortunate -- there's plenty
                  of moonlight tonight.


106.    EXT. MACLEAN FIELD - NIGHT - THROUGH TELESCOPE - MATTE

                              DAVID
                        (excitedly)
                  That's it!  That's where they
                  got Kathy Wilson.

                              PAT'S VOICE
                        (over scene)
                  Good heavens!  I never imagined
                  you could see so clearly.


107.    INT. GRIFFITH TELESCOPE ROOM - NIGHT - MED. SHOT

                              KELSTON
                  Now let's increase the magnifi-
                  cation so we can get a closer
                  view.


108.    EXT. MACLEAN FIELD - NIGHT - THROUGH TELESCOPE - MATTE

        The telescope zooms into MED. LONG SHOT and sharpens.
        An automobile comes slowly into the field of vision
        and stops and the lights are extinguished.

                               DAVID'S VOICE
                       (off scene)
                 That's Dad's car.

        A front door of the sedan opens and the dome light il-
        luminates the interior of the car in comparative high
        key.

                               DAVID'S VOICE
                       (o.s.)
                 Someone's with him.

                               KELSTON'S VOICE
                       (o.s.)
                 Let's get a real close look.

        The telescope field narrows and brings MacLean and his
        companion up into a MED. CLOSE SHOT.

                               BLAKE'S VOICE
                       (o.s.)
                 That looks like Ralph Pulzer.

                               PAT'S VOICE
                       (o.s.)
                 The editor of the Herald News?

                               KELSTON'S VOICE
                       (o.s.)
                 Yes, that's who it is -- I know him.

        Pulzer seems to be discussing something rather vehement-
        ly with MacLean.  He suddenly shrugs his shoulders,
        takes a flashlight which MacLean offers him, gets out
        of the car and closes the door, walks around the car
        and starts out across the field, lighting his way with
        the flashlight.

                               BLAKE'S VOICE
                       (o.s.)
                 Your father stayed in the car.

                               DAVID' S VOICE
                       (o.s.)
                 That man's walking right to the place
                 where ---

        The telescope shot PANS with Pulzer as he ascends a
        slight rise.  He reaches the top of the mound and stops,
        turning the flashlight in a slow circle about him, when
        suddenly the flashlight goes out and all is darkness.


109.    INT. TELESCOPE ROOM - NIGHT - CLOSE SHOT

        Group around telescope.  They look up from the oculars
        and stare at each other, with speechless amazement.
        Kelston reaches for the verniers, they look back into
        the oculars.


110.    EXT. MACLEAN FIELD - NIGHT - THROUGH TELESCOPE - MATTE

        -- it PANS DOWN to MacLean's automobile just in time
        to see the headlights turn on and the car move rapidly
        out of scene.


111.    INT. TELESCOPE ROOM - NIGHT - MED. SHOT

        Group around telescope.  They look at Kelston with
        questioning faces.

                              KELSTON
                        (calmly)
                  If you'll go back to my office --
                  I'll join you there in a few
                  minutes.

        Blake takes Pat's arm and he, Pat and David exit.
        Kelston crosses to his desk and flips a switch on
        the intercom.

                              KELSTON
                        (into intercom)
                  George.  When did you check the
                  rocket at White Sands last?
                        (pause)
                  No, don't bother -- I'll check it
                  myself as long as I'm up here.

        Kelston hangs up the intercom, crosses to the switch
        box and presses a button.  The upper aperture slowly
        turns on its axis.


111A.   EXT. OBSERVATORY DOME - NIGHT - MED. SHOT

        The dome slowly turns on its axis and stops.


111B.   INT. TELESCOPE ROOM - NIGHT - MED. SHOT

        Kelston has just finished swinging the telescope into
        position.  He looks into the eye piece.


111C.   EXT. WHITE SANDS - NIGHT - (SPECIAL EFFECTS-STOCK SHOT)

        We see a giant rocket standing upright in a take-off
        position.


111D.   INT. TELESCOPE ROOM - NIGHT - MED. LONG SHOT

        Kelston steps down from the telescope and crosses to
        a small desk lighted by a low power student's lamp.
        He sits down and dials the telephone.

                              KELSTON
                        (into phone)
                  Hello, operator.  This is Pro-
                  fessor Stuart Kelston at the
                  Astronomical Observatory.  Get
                  me the White Sands Rocket
                  Proving Station, please.
                        (pause)
                  Hello -- White Sands?  Give me
                  the Security Office.
                        (pause)
                  Hello -- is Colonel Fielding
                  there?
                        (pause)
                  Yes, it's most important.
                        (pause)
                  Hello, Colonel -- this is Stuart
                  Kelston at the Observatory...
                  Operation 925 is with us.....


111E.   INT. COLONEL FIELDING'S OFFICE - NIGHT - MED. SHOT

        Colonel Fielding, head of White Sands Security Division,
        is seated at his desk talking into the phone.  A keen,
        executive type man, he is in his shirt sleeves, but in
        uniform. --

                              COL. FIELDING
                        (into phone)
                  What?!
                        (pause)
                  Are you sure?
                        (pause)
                  All right, I'll be at your office
                  in the morning -- 9:00 o'clock.
                  Right.  Goodbye.

        The Colonel hangs up the phone and assumes a thoughtful
        expression.  He rises and crosses to a filing cabinet,
        removes a key from his pocket and unlocks the file.
        He pulls out a drawer from which he takes a manila
        folder.  He crosses back to his desk, seats himself and
        then opens the folder - removing some papers.  We DOLLY
        into an INSERT of the label on the outside of the folder
        - it reads:

                  OPERATION 925 - TOP SECRET

                                               DISSOLVE TO:


112.    INT. PROFESSOR KELSTON'S OFFICE - NIGHT - FULL SHOT

        Pat, David and Blake are on scene.  Kelston enters and
        crosses behind his desk, opens a drawer and takes out
        a large scrapbook.

                              KELSTON
                        (to David)
                  Young man -- it looks like you've
                  stumbled on to something that the
                  government has been concerned
                  about for some time.

        Blake, Pat and David cross to desk.  Kelston opens scrap-
        book.

                              PAT
                  What do you mean?

                              KELSTON
                  You've seen most of these magazine
                  and newspaper stories of so-called
                  flying saucers before - but have
                  you ever seen them compiled in one
                  book?


113.    INSERT - SCRAPBOOK

        - with clips of flying saucer stories.  CAMERA PANS from
        one headline to another.

                              KELSTON
                        (o.s.)
                  When you see them al together, they
                  begin to add up.


114.    INT. PROF. KELSTON'S OFFICE - NIGHT - FULL SHOT

                              BLAKE
                  But the authorities have denied
                  all these stories.

                              KELSTON
                  Yes, they have -- and they will
                  probably continue to do so.

                              PAT
                  But why?  Why not keep the public
                  informed?

                              KELSTON
                  Lack of complete information, I
                  suppose.  And perhaps afraid it
                  would cause panic and hysteria.

                              DAVID
                  Where are these space ships from,
                  Professor Kelston?

                              KELSTON
                  Our observations lead us to believe
                  they are from mother ships in free
                  orbit just above Earth's atmosphere.

                              PAT
                  But where are these mother ships
                  from?

                              KELSTON
                  Nobody knows -- we've worked out a
                  postulate and Mars seems to be the
                  logical point of origin.  Step in
                  here and I'll show you.

                                                   DISSOLVE TO:


115.    INT. PLANETARIUM - LECTURE ROOM - NIGHT - MED. SHOT

        Kelston is seated at the operating console.  Pat, David
        and Blake are standing by it.  The projector is in back-
        ground.  Kelston turns a rheostat and the light dims.

                              KELSTON
                        (pointing)
                  That's our planetary system there --


116.    INT. PLANETARIUM - LECTURE ROOM - SHOOTING UP AT DOME
        (EFFECT SHOT)

        - of our planetary system on inverted dome of planet-
        arium.  A white projected arrow indicates each point as
        Kelston speaks o.s.

                              KELSTON'S VOICE
                        (o.s.)
                  This is the earth moving around the
                  sun on this orbit -- and this is the
                  orbit of Mars.  And here is the rela-
                  tive position of Mars and Earth to-
                  night.

                              PAT'S VOICE
                        (o.s.)
                  Why -- they're our next door neigh-
                  bors!

                              KELSTON'S VOICE
                        (o.s.)
                  Yes -- only a little over three mil-
                  lion miles --

                              PAT'S VOICE
                        (o.s.)
                  It would take forever to travel
                  three million miles.

                              KELSTON'S VOICE
                        (o.s.)
                  Hardly.

        The scene on the planetarium changes.


117.    INT. PLANETARIUM LECTURE ROOM - NIGHT - MED. SHOT

                              KELSTON
                  Our earth is traveling through
                  space at well over a hundred
                  thousand miles an hour.  At that
                  speed, we could reach Mars in
                  thirty days - or they could reach
                  us.

                              PAT
                  But I don't understand -- why don't
                  we burn up from friction?

                              KELSTON
                  There isn't any atmosphere in space
                  -- therefore -- no friction.

                              BLAKE
                  But why do you think they're from
                  Mars?


118.    INT. PLANETARIUM LECTURE ROOM - SHOOTING UP AT DOME -
        EFFECT SHOT

                              KELSTON'S VOICE
                        (o.s.)
                  Because Mars is closer to us than
                  any other planet.  They are now
                  in their winter, and those are
                  polar caps - the same as ours.
                  See how much smaller they are in
                  summer - those dark areas are
                  vegetation.

                              PAT'S VOICE
                        (o.s.)
                  Do they have cities, too -- the
                  same as ours?

                              KELSTON'S VOICE
                        (o.s.)
                  If they do, they are underground --
                  the low oxygen content and extremes
                  of temperature indicate a sub-
                  terranean culture.

                              DAVID'S VOICE
                        (o.s.)
                  Those things in our pasture are
                  subterranean all right.


119.    INT. PLANETARIUM LECTURE ROOM - NIGHT - MED. SHOT

        - as the house lights go up.  Kelston sits at the con-
        trol console.

                              PAT
                  But how would Martians have enough
                  intelligence to build space ships?

                              KELSTON
                  The human race doesn't have a
                  monopoly on intelligence.  Besides
                  -- Mars is millions of years older
                  than we are.

                              PAT
                  But what's their reason for travel-
                  ing so far through space?

                              KELSTON
                  Mars is a dying planet.  They are
                  losing their oxygen and water.

                              BLAKE
                  Then this could be the start of
                  an invasion.

                              KELSTON
                  I'm afraid it is.

                              PAT
                  But why did they begin here?

                              KELSTON
                  Because of the operations at
                  White Sands.

                              PAT
                  But all they're doing at White
                  Sands is just shooting rockets
                  up into the air.

                              KELSTON
                  Exactly.  Very high up into the
                  air - beyond atmosphere and in-
                  to space.  The scientists at
                  White Sands have developed a
                  rocket powerful enough to take
                  them to these mother ships in
                  outer space.  That rocket is
                  completed and ready to be fired
                  right now.  That may be the Mar-
                  tians objective.
                        (he rises)
                  However, we'll have the answers
                  to a lot of our questions tomorrow.
                  Colonel Fielding, the head of the
                  Security Division will be in my
                  office in the morning.  I'm sure
                  he will want to talk to all of you
                  - can you be here?

                              BLAKE
                  Certainly -- what time?

                              KELSTON
                  Nine o'clock.

        Blake, Pat and David rise.  Kelston comes with them to
        the door.

                                               FADE OUT:


        FADE IN:

120.    EXT. GRIFFITH OBSERVATORY - DAY - LONG SHOT

                                          DISSOLVE THROUGH TO:


121.    INT. KELSTON'S OFFICE - DAY - FULL SHOT

        Colonel Robert Fielding is seated at Kelston's desk,
        talking to Kelston.  Blake, Pat and David are seated
        on chairs in the office.  David is just hanging up
        the telephone.

                               DAVID
                 I don't know where they could
                 be.  If they're at home they're
                 not answering the phone -- I
                 called last night and this is
                 the second time this morning.

                               FIELDING
                       (rising)
                 Hm, I see.  Come on, young man --
                 you and I are going out to do a
                 little investigating.

                               DAVID
                 Can we stop by the hospital and
                 get my dog?

                               FIELDING
                 I don't think we'd better take the
                 time right now.

                               BLAKE
                 We'll take care of him, David.

        Blake and David exit.  Kelston stops Fielding at the
        door.

                               KELSTON
                       (in a low voice)
                 Just a moment, Colonel.  I called
                 Ralph Pulzer's office this morning --
                 he's left town with Chief of Police
                 Barrows and Detectives Jackson and
                 Blaine -- and they didn't say where
                 they were going.

                               FIELDING
                 Will you get me a description of all
                 these people?  I'll phone you later.

                               KELSTON
                 I will, Colonel.

                                                   DISSOLVE TO:


122.    EXT. FRONT OF MacLEAN'S HOUSE - DAY - FULL SHOT

        A Cadillac limousine, with a long whip aerial, pulls up
        in front of the house and stops.  It is driven by Ser-
        geant Balardi.  He opens the door and Fielding and
        David step out.  David runs up the driveway.  Fielding
        remains standing by the car door.

                               FIELDING
                 Sergeant, phone Professor Kelston
                 at the Observatory and see if he
                 has that information I wanted.

                               BALARDI
                       (reaching for the phone)
                 Yes, sir.

        Fielding turns and exits from the scene.

                                                        PAN TO:


123.    EXT. FRONT OF MacLEAN HOUSE - DAY - MED. SHOT

        David is waiting in the driveway as Fielding joins him.

                               DAVID
                 The car's not here.

                               FIELDING
                 Well, let's take a look inside the
                 house.

        They walk toward the front door.


124.    EXT. FRONT MacLEAN HOUSE - DAY - MED. CLOSE SHOT

        Balardi is on the telephone in the car, holding a note-
        book on his knee and writing.

                               BALARDI
                 Yes, sir.  John MacLean, age thirty-
                 five, height, five feet eleven inches,
                 weight, 165, hair, brown.


125.    INT. MacLEAN BEDROOM - DAY - FULL SHOT

        Fielding is standing in the middle of the room and David
        is standing before an open closet, very perturbed.

                               DAVID
                       (perturbed)
                 My mother's suitcase is gone, and
                 my father's rifle.  He used to keep
                 it in this closet.

                               FIELDING
                 What kind of a rifle?

                               DAVID
                 A 30.06.

                               FIELDING
                 Hm -- I'd like to talk to someone
                 who -- What about that little girl --
                 the one you think set fire to her
                 mother's house?

                               DAVID
                 Kathy Wilson? -- I can take you over
                 there.

                                                   DISSOLVE TO:


126.    EXT. WILSON FRONT PORCH - DAY - FULL SHOT

        Mrs. Wilson stands on the porch, talking to Fielding,
        Balardi and David.  She is distraught and nervous.

                               FIELDING
                 I'm very sorry to hear that, Mrs.
                 Wilson.  When did it happen?

                               MRS. WILSON
                       (through tears)
                 Early this morning.

                               FIELDING
                 What did the doctor say?

                               MRS. FIELDING
                 He said something about a cerebral
                 hemorrhage.
                       (then, semi-hysterically)
                 But how a little child could have a
                 thing like that --


127.    EXT. WILSON HOUSE - DAY - CLOSE SHOT

        David - reacting and thinking about his mother and
        father.

                               FIELDING'S VOICE
                       (o.s.)
                 Mrs. Wilson, I don't like to disturb
                 you at a time like this -- but there's
                 just one question I'd like to ask you
                 -- Do you have any idea why your lit-
                 tle girl started the fire in the cel-
                 lar yesterday?


128.    EXT. WILSON HOUSE - MED. GROUP SHOT

                               MRS. WILSON
                 I don't know what started the fire!
                 And I don't know why you have to
                 torture me with a lot of questions!

                               FIELDING
                       (bowing)
                 I'm sorry and I won't bother you any
                 more.

        David stands frozen, thinking what could happen to his
        mother and father.

                               FIELDING
                 Thank you -- come along, David.

        Mrs. Wilson turns abruptly and enters front door.

                                                    DISSOLVE TO:


129.    EXT. MacLEAN FIELD - DAY - FULL SHOT

        Fielding, Balardi and David -- with the bushes in f.g.
        where David observed Kathy Wilson's capture through his
        small telescope.  Fielding holds a monocular (Sportscope)
        in his hand.

                               FIELDING
                       (to David)
                 Can you point out the place where
                 the Wilson child disappeared?

        He hands the monocular to David, who adjusts it.

                               DAVID
                       (after a slight pause)
                 There -- those three white stones
                 are right by the edge of it -- you
                 can even see the crack -- see it over
                 there?

                               FIELDING
                 Let's have a look.

        David hands him the monocular; Fielding looks through
        it.


130.    EXT. MacLEAN FIELD - DAY - TELESCOPE MATTE SHOT

        -- a faint crack approximately four feet in diameter is
        clearly visible near three white stones.


131.    EXT. MacLEAN FIELD - DAY - MED. SHOT

        Fielding removes the monocular from his eye and turns
        to Sergeant Balardi.

                               FIELDING
                       (pointing)
                 See those bushes down there -- by
                 the road, Sergeant?

                               BALARDI
                 Yes, sir.

                               FIELDING
                 There are three white stones in the
                 field about one hundred feet from
                 there at two o'clock.

                               BALARDI
                 Yes, sir, I see them.

                               FIELDING
                 Go down behind those bushes -- and
                 when you get there, throw some
                 rocks as close to those three white
                 stones as you can.

                               BALARDI
                 Yes, sir.

                               FIELDING
                 Whatever's down there must be sensi-
                 tive to sound -- so keep your distance.

                               BALARDI
                 Yes, sir.

                               FIELDING
                 And when I signal you, come back here
                 on the double.

                               BALARDI
                 Yes, sir.

        The Sergeant crosses out of scene, and Fielding turns
        to David.

                               FIELDING
                       (to David)
                 Just exactly what did this thing
                 look like, son?  The thing that
                 grabbed the little Wilson girl.

                               DAVID
                 It moved so fast it was hard for
                 me to see exactly what it looked
                 like.


132.    EXT. MacLEAN FIELD - DAY - MED. CLOSE SHOT - BALARDI

        He kneels on one knee beside a small pile of stones
        about the size of peaches.  He takes one in his right
        hand and hurls it over the bushes as one throws a gren-
        ade.


133.    EXT. MacLEAN FIELD - DAY - MED. SHOT

        Fielding and David -- as Fielding looks through monocu-
        lar.


134.    EXT. MacLEAN FIELD - DAY - MATTE SHOT

        Through monocular -- of stone falling near the center
        of the shot.

                               FIELDING
                       (o.s.)
                 Well, that one ought to be close
                 enough for them to hear!

        Another stone falls in the same area, and a circular
        four-foot section of earth slowly rises about six in-
        ches, revealing an indistinct shape that moves as though
        someone or something were peering out of the crack.

                               FIELDING
                       (o.s.)
                 Something's moving -- but I can't
                 make out what it is!

        Another stone falls near the trapdoor and it closes
        swiftly.


135.    EXT. MacLEAN FIELD - DAY - MED. SHOT

        Fielding and David.  As Fielding lowers monocular.

                               FIELDING
                 That's a trapdoor all right.  Some-
                 thing's in there!

        David looks at him and nods concerned affirmation.
        Fielding raises his monocular again and looks toward
        the bushes where Sergeant Balardi was throwing the
        rocks.

                               FIELDING
                 Where's Balardi?  Come on!!

        He runs toward field, David follows and CAMERA PANS
        with them.


136.    EXT. MacLEAN FIELD - DAY - MED. SHOT

        Fielding and David -- warily approach the bushes behind
        which the Sergeant was throwing rocks.  Suddenly they
        stop, staring at the ground.

                               DAVID
                 They got him!  See there?


137.    EXT. MacLEAN FIELD - DAY - REVERSE CLOSE SHOT

        Their angle of the faint, circular, four-foot outline
        near where the Sergeant was last seen.  His military
        cap lies on the ground and scratches and gouges show
        where his fingers clawed as he was dragged down into
        the hole.

                               FIELDING'S VOICE
                       (o.s.)
                 That's the last one they'll get --
                 come on, son!

                                                   DISSOLVE TO:


138.    EXT. MacLEAN FIELD - DAY - MED. SHOT

        Fielding's car.  Fielding reaches into car and flips
        the catch on the fish pole antenna, which flies up.
        David watches with interest as Fielding takes out a
        phone and pushes the button on the hand set.

                               FIELDING
                       (into phone)
                 This is WJ605.  Dispatch White
                 Sands, 121A.  Closed circuit.
                 Expedite.  Priority A-14.
                       (pause)
                 Hello, Walter?
                       (pause)
                 Fielding.  Operation 925 is with
                 us!
                       (pause)
                 Yes, I'm sure ... Now, hear this --
                 I want you to muster two platoons
                 and a demolition team, with plenty
                 of C-two charge.  Equip them with
                 sub-machine guns and grenades.
                 Bring the light Sherman tank and
                 get here as fast as you can.  Get
                 rolling.  I'll expect you here by
                 tomorrow at fourteen hundred.  Got
                 that?
                       (pause)
                 Rendezvous is at the intersection
                 off State Highway eighty-six and
                 Belle Meade Road.  If any newspaper
                 people ask you any questions, tell
                 them it's a training maneuver.
                       (pause)
                 Right!  Goodbye.

        He presses the stud again.

                 WJ605.  Dispatch 143.  Expedite.
                 Closed circuit.
                       (pause)
                 Hello, Cagle? -- Fielding..Opera-
                 tion 925...
                       (pause)
                 Yes -- Now clear the boards for
                 this...Cover all key supply sources
                 for the White Sands rocket project.
                       (Fielding reading
                       from notebook)
                 Put out an all-points alarm for the
                 following subjects - John MacLean,
                 Age, thirty-five, height, five feet
                 eleven.  Weight, 165, - hair --

                                               DISSOLVE TO:


139.    INSERT - EXT. PLATE GLASS DOOR

        It reads U.S. ARMY INTELLIGENCE - MAJOR G.A. CAGLE

                                               DISSOLVE TO:


140.    INT. U.S. ARMY INTELLIGENCE OFFICE - DAY - FULL SHOT

        Major Cagle is seated at his desk, listening on the
        phone and writing on a pad.  He is an alert, hawk-
        eyed man who looks like a successful attorney.

                              CAGLE
                        (in a sharp, incisive
                        manner)
                  Yes, Colonel -- I have it -- John
                  MacLean -- Mary MacLean -- Ralph
                  Pulzer, Chief Fred Barrow, Detectives
                  Jackson and Blaine.
                        (pause)
                  Yes, sir -- all points bulletin.
                  And they are to be returned to
                  Dr. Blake at the County Hospital.

        He hangs up the phone and flips the toggle on an inter-
        com box on his desk.

                              CAGLE
                        (into intercom)
                  Clear the teletype -- and code
                  this right away with special
                  attention to Armstrong Liquid
                  Oxygen Plant and Belaer Magnesium
                  Plant -- also all other key
                  supply sources for the White Sands
                  Rocket Project.  Get that?
                        (pause)
                  First subject:  John MacLean, age
                  thirty-five, height five feet
                  eleven --

                                               WIPE TO:


141.    MONTAGE

        1)  Teletypes.

        2)  Hands operating telegraph keys in high speed code.

        3)  Telegraph wires - odd angles.

                                               FADE OUT:


        FADE IN:


142.    EXT. ALLEY - SILHOUETTE OF BELAER MAGNESIUM PLANT IN
        B.G. - NIGHT - LONG SHOT

        Detectives Blaine and Jackson run toward CAMERA and
        turn around corner of building and stand flattened
        against the wall.  CAMERA PANS to Blaine and Jackson.
        Behind them is sign:  BELAER MAGNESIUM PLANT.  The
        scene is lighted in low key by street light.  Over
        scene there is a terrific shattering explosion.


143.    EXT. ALLEY - NIGHT - LONG SHOT

        The silhouette of the factory is gone.  A siren o.s.
        builds up to crescendo.


144.    EXT. ALLEY - NIGHT - FULL SHOT

        Blaine and Jackson - as they turn and run away from an
        army military police car that pulls up to the curb.  They
        turn and run up the alley in the direction from whence
        they came and the headlights of another military police
        car come into alley with siren going.


145.    EXT. ALLEY - NIGHT - CLOSE SHOT

        - Blaine and Jackson huddle back against the wall, caught
        in the blazing headlights of the two military police cars.
        As a group of soldiers emerge from each car and converge
        upon Blaine and Jackson with drawn revolvers -

                                          QUICK DISSOLVE TO:


146.    EXT. WIRE FENCE - OXYGEN PLANT - NIGHT - FULL SHOT

        The CAMERA PANS ALONG the woven wire fence and pulls in
        on:


147.    EXT. WIRE FENCE - OXYGEN PLANT - NIGHT - MED. SHOT

        Sentry - standing guard at which is obviously a side
        gate.


148.    INSERT - SIGN OVER GATE

        "ARMSTRONG LIQUID OXYGEN PLANT."

        A small sign underneath reads:

        "Apply to main gate for admittance."

        CAMERA PULLS BACK TO:


149.    EXT. OXYGEN PLANT - NIGHT - MED. SHOT - SENTRY

        He straightens up at the sound of a car approaching off
        scene.  The motor of the car sputters and the headlights
        pick up the sentry as the forepart of the car moves into
        scene.


150.    EXT. OXYGEN PLANT - NIGHT - MED. SHOT - SEDAN IN B.G. -
        SENTRY IN F.G.

                               SENTRY
                 You can't park here, lady.

                               MARY MacLEAN
                 Something's the matter with my car -
                 I think it's the ignition --


151.    EXT. OXYGEN PLANT - NIGHT - MED. CLOSE SHOT

        Through window of car.  Mary MacLean - speaking to sen-
        try in background.

                               MARY MacLEAN
                       (continuing)
                 Do you suppose you could find out
                 what's the matter with it?

                               SENTRY
                       (leaning rifle against
                        fence)
                 I'm not much of a mechanic, lady,
                 but I'll take a look.

        He crosses to the front of the car and there is a click
        as Mary MacLean releases the hood catch.  The sentry
        leans over the motor and turns on his flashlight.  The
        rear door of the sedan opens and John MacLean moves
        swiftly around behind the sentry, carrying a rifle.
        There is a thud as he strikes the sentry over the back
        of the head with the rifle butt and the sentry falls
        over the fender of the car unconscious and then falls
        to the ground.  MacLean closes the hood of the car and
        drags the sentry over near the fence.

                               MacLEAN
                 Start the motor -- I'll be right
                 back.

        There is the sound of the engine starting over scene.


152.    EXT. OXYGEN PLANT - NIGHT - NEW ANGLE

        - as MacLean swiftly enters the gate the sentry was guard-
        ing and runs to the corner of the adjacent brick building.


153.    EXT. OXYGEN PLANT - NIGHT - MED. SHOT

        Corner of building - as MacLean peers around it.


154.    EXT. OXYGEN PLANT - NIGHT - LONG SHOT

        MacLean's angle - Lighted window in small building in
        background.  A man is seated working at a desk.  He has
        a fringe of bushy white hair and a bald head.  From the
        silhouette he looks very much like Albert Einstein.  Be-
        hind the desk at which he is working is the usual para-
        phenalia of a physicist's lab.  John MacLean in the fore-
        ground, raises his rifle to his shoulder and steadies it
        against the corner of the building.


155.    EXT. OXYGEN PLANT - NIGHT - MED. CLOSE SHOT - MATTE

        - Scientist - with crossed-hairs of rifle telescope
        sights superimposed on view.  The scientist suddenly
        leans forward to pick up a book.  As he does so, a glass
        retort on the shelf behind him is shattered by a bullet.
        The scientist looks fearfully out the window, then quick-
        ly extinguishes the light.


156.    EXT. OXYGEN PLANT - NIGHT - MED. SHOT

        John MacLean - lowering the rifle from his shoulder and
        staring toward the blacked out window.  Over scene the
        shrill blast of a police whistle causes him to turn and
        run out of scene.


157.    EXT. OXYGEN PLANT - NIGHT - MED. LONG SHOT

        With MacLean car in f.g. - moving away from CAMERA at
        high speed.  Suddenly two sets of headlights appear in
        the distance coming toward car with the sound of the
        sirens over scene.  The MacLean car screeches to a stop,
        is quickly backed and turned around and comes racing
        TOWARD CAMERA with the headlights of the two pursuing
        cars closing rapidly and the sound of the sirens build-
        ing.  The MacLean car swerves PAST CAMERA at high speed,
        followed by the two pursuing cars with sirens and there
        is a loud crash off scene.


158.    EXT. OXYGEN PLANT - NIGHT - FULL SHOT

        Side of road - with MacLean car turned over in a ditch,
        and a command car in a position relative to it indicat-
        ing that it ran the MacLean car off the road.  Four
        guards emerge from the command car and two others from
        the second car and surround the wrecked MacLean car.
        Some of the guards carry carbines; others drawn pistols.


159.    EXT. OXYGEN PLANT - NIGHT - MED. CLOSE SHOT

        The MacLean car - the MacLeans are dazed from the im-
        pact -- as they start to resist the soldiers imprison
        their arms and lead them from the wrecked car.

                                             QUICK DISSOLVE TO:


160.    EXT. ROCKET STATION - NIGHT - FULL SHOT

        The silhouette of a gigantic rocket is in background.
        In foreground, Ralph Pulzer and Chief Barrows, carrying
        heavy suitcases, are sneaking around a high steel-link,
        barbed wire top, fence.  Suddenly a searchlight PANS
        across scene, and comes to rest on them.  They straighten
        up, shade their eyes with their hands from the glare and
        run away from CAMERA.


161.    EXT. ROCKET STATION FENCE - NIGHT - MED. SHOT

        -- soldier standing by fence.  He raises his carbine to
        his shoulder.

                               SOLDIER
                       (shouting)
                 Halt!

        Another soldier runs into scene.

                               2ND SOLDIER
                 There they go!


162.    EXT. ROCKET STATION - NIGHT - REVERSE ANGLE

        - of Pulzer and Barrows running with the suitcases and
        the searchlight following them.

                               1ST SOLDIER
                       (o.s., shouting)
                 Halt!


163.    EXT. ROCKET STATION FENCE - NIGHT - MED. SHOT

        Two soldiers raising their carbines and firing several
        shots at rapid fire.  Suddenly there is a terrific ex-
        plosion and the scene is lighted by the flash of the
        explosion.  The soldiers stagger back with the force
        wave.

                               1ST SOLDIER
                 What was that?

                               2ND SOLDIER
                 Those suitcases must have been full
                 of nitro-glycerine!

                               1ST SOLDIER
                 Good thing we got them before they
                 got to the rocket!

                                                   DISSOLVE TO:


164.    INT. BLAKE'S OFFICE - DAY - MED. SHOT

        David, Fielding and Cricket are sitting.  Pat enters
        from laboratory.

                               PAT
                 Colonel Fielding, would you step
                 in here, please?


165.    INT. BLAKE'S OFFICE - DAY - MED. SHOT

        Fielding exits into laboratory leaving David and the
        dog waiting.

                               FIELDING
                 I'll only be a minute, David.


166.    INT. DR. BLAKE'S LABORATORY - DAY - MED. SHOT

        - with shelf bearing test-tubes, retorts and equipment
        in b.g.  Doctors Blake and Metzler enter scene, wearing
        operating caps and gowns.  Blake crosses to a table and
        places a covered tray on it.

                               BLAKE
                       (introducing the two
                        men)
                 Colonel Fielding -- Dr. Metzler.
                       (both men murmur "How
                        do you do".
                        Fielding looks at
                        Blake questioningly)
                 Dr. Metzler has completed the aut-
                 opsy on the little Wilson girl.

                               METZLER
                 I have -- and my findings are al-
                 most unbelievable.  That child died
                 of a sub-dural hematoma all right,
                 but - this caused it!

        Everyone crowds around the desk.  Metzler picks up a
        small hexagonal crystal about a half-inch long with
        the diameter of a pencil.  Attached to one end is a
        thin platinum disk, and two small wires run from this
        to a ruptured platinum globe the size of a small mar-
        ble.

                               METZLER (Cont.)
                 I found this device inserted in the
                 base of the skull.  And the hemorrhage
                 was caused when this little detonator
                       (points to ruptured globe)
                 exploded in her brain.

                               FIELDING
                 Incredible!

                               METZLER
                 This crystal was in direct contact
                 with the medulla oblongata.

                               BLAKE
                 Do you suppose that's how they con-
                 trolled Kathy Wilson and impelled
                 her to set fire to her house?

                               METZLER
                 Very possible -- we've done some-
                 thing similar with white mice --
                 and have made them follow directional
                 impulses with high frequency oscil-
                 lation.

                               PAT
                 But why did the thing explode?

                               BLAKE
                 Probably their method of getting
                 rid of people when they have no
                 further use for them.

                               PAT
                 Then - David's father and mother -- ?

        Blake looks at her meaningly and shrugs his shoulders.


167.    INT. BLAKE'S OFFICE - DAY - MED. SHOT

        The phone rings.  David crosses and answers it.

                               DAVID
                 Hello.
                       (pause)
                 Yes, sir -- just a moment.  I'll
                 call him.

        He crosses to laboratory door and knocks.  Door opens
        and Fielding, Blake and Pat enter Blake's office.

                               DAVID
                 It's for you, Colonel Fielding.

                               FIELDING
                 Thank you, David.

        He crosses and takes the telephone.

                               FIELDING
                 Fielding.
                       (pause)
                 Oh, hello, Moody.
                       (pause)
                 Fine -- bring it to the intersection
                 of State Highway eighty-six and Belle
                 Meade Road -- with an operator --
                       (pause)
                 Right.

        He hangs up phone and crosses, speaking to Blake.

                               FIELDING
                       (to Blake)
                 Well, we finally got an earth augur.

                               DAVID
                 Is that for boring into the trap
                 doors?

                               FIELDING
                 That's what we expect to do, David.

                               DAVID
                 Gosh -- how soon do we start?

                               FIELDING
                       (kindly)
                 Well, I was planning on having you
                 wait here.

                               DAVID
                       (jumping up and crossing
                        to Fielding)
                 But -- but -- I'm the one that dis-
                 covered this whole thing! -- and,
                 gee, I ought to be there, I mean --
                 Gee!

                               FIELDING
                 Well -- all right, but you'll have
                 to follow orders -- like any other
                 soldier.

                               DAVID
                 Oh, I will! -- Sir.

                               FIELDING
                 You'd better leave your dog here,
                 David, he might get hurt out there.

                               DAVID
                 All right - Sir.

                                                   DISSOLVE TO:


168.    EXT. MacLEAN'S FIELD - DAY - FULL SHOT

        A platoon of soldiers are gathered around a Sherman
        tank, a truck, two jeeps and an earth augur.  Blake,
        Pat, David and Fielding, in combat uniform, are in a
        group near the machines.

                               DAVID
                 Is that the earth augur?


169.    EXT. MacLEAN FIELD - DAY - DAVID'S ANGLE - MED. SHOT

        Motorized earth augur - (such as are used to dig cess-
        pools) -- on trailer.

                               FIELDING
                       (o.s.)
                 Yes.


170.    EXT. MacLEAN FIELD - DAY - MED. SHOT

        Lieutenant Blair and Lieutenant Cole enter scene.

                               FIELDING
                 All right, Cole -- These people --
                 or whatever they are -- react to
                 sound or vibrations.  Send Kelley
                 over to the Northeast corner --
                       (points)
                 -- of the field.

                               COLE
                 Yes, sir.

                               FIELDING
                 Full drums of live ammunition for
                 your .505 -- and better carry ten
                 rounds of H-E for the 175.  Now get
                 this -- this is important -- tell
                 Kelley to take out twenty Mills gren-
                 ades.  Tell him to traverse the
                 Northern border of the field and to
                 throw the grenades out at short in-
                 tervals.  Got that?

                               COLE
                 Yes, sir.

                               FIELDING
                 That's to cover the sound of the
                 earth augur....
                 After that, have Kelley run the tank
                 up and down that corner of the field
                 and create a disturbance.
                       (looking at his watch)
                 He will proceed at 15:33 on a vary
                 flare from this position.

                               COLE
                 Yes, sir.

        He leaves.

                               FIELDING
                       (turning to Blair)
                 Blair, you have your crew stand by
                 with the earth augur.  On a hand sig-
                 nal from me, proceed to that spot by
                 those three stones -- go six feet
                 north of them and drill a hole until
                 you have penetrated a subterranean
                 passage.

                               BLAIR
                 Yes, sir.

                               FIELDING
                 As soon as you effect an entrance,
                 take two squads and your demolition
                 team with full attack equipment and
                 stand by for me.
                       (looking at watch)
                 You've got nine minutes.

                               BLAIR
                       (saluting and exiting)
                 Yes, sir.


171.    EXT. MacLEAN FIELD - DAY - FULL SHOT

        Blake, Fielding and Pat are in a group.  David is stand-
        ing about ten feet apart from them watching the earth
        augur.  A white uniformed interne enters the scene and
        crosses to Blake.

                               INTERNE
                       (in a low voice)
                 The boy's father and mother and the
                 others have been brought in.  Dr.
                 Metzler is preparing to operate.

                               BLAKE
                 Good!

                               INTERNE
                 His aunt has arrived too - she's
                 very disturbed and wants him back
                 at the hospital immediately.

                               BLAKE
                       (turning to Pat)
                 Pat, why don't you take David back
                 to the hospital.

                               FIELDING
                       (to Pat)
                 You can take my car.  Sergeant
                 Roberts will drive you.

                               PAT
                 Thank you.
                       (calling)
                 Oh, David.

        David turns around and walks up to the group.

                               PAT
                       (continuing)
                 David, we have to go back to the
                 hospital.  Your aunt's waiting to
                 see you.

                               DAVID
                       (disappointed)
                 Aw, gee -- what for?

                               FIELDING
                 Soldiers don't question orders,
                 David.

                               DAVID
                 But -- But --

                               FIELDING
                 An order is an order, young man!

                               DAVID
                        (straightening up mili-
                         tarily)
                 Okay, sir.

        Pat moves off scene followed by David.


172.    EXT. MacLEAN FIELD - DAY - MED. SHOT

        David straggles some fifteen or twenty feet behind Pat,
        looking reluctantly over his shoulder.


173.    EXT. MacLEAN FIELD - DAY - CLOSE SHOT

        -- as David traverses a clump of bushes, looking back.
        A round section of earth opens just ahead to the left
        of him.


174.    EXT. MacLEAN FIELD - DAY - CLOSE SHOT

        Pat -- who looks over her shoulder, sees it and stops.

                               PAT
                       (yelling)
                 David!


175.    EXT. MacLEAN FIELD - DAY - CLOSE SHOT

        Top half of David -- as he stops.

                               DAVID
                       (calling)
                 What?


176.    EXT. MacLEAN FIELD - DAY - MED. SHOT

        Pat -- as she screams and runs toward CAMERA.

                               PAT
                 Look out, David!


177.    EXT. MacLEAN FIELD - DAY - MED. LONG SHOT

        Dr. Blake -- reacting to what he sees ---


178.    EXT. MacLEAN FIELD - DAY - MED. LONG SHOT

        Reverse shot from Blake's angle as he sees a flap of
        earth is closing over David's and Pat's screams.


179.    EXT. MacLEAN FIELD - DAY - MED. SHOT

        Blake and Fielding.

                               BLAKE
                       (excitedly)
                 They got them!  Pat and the boy!
                       (pointing)
                 Over there!

        He starts to run toward the spot where David and Pat
        disappeared.

                               FIELDING
                       (running after him and
                        stopping him)
                 Hold it, Blake, there's nothing you
                 can do now.

        Blake rages impotently --


180.    INT. TUNNEL - DAY - LOW KEY - CLOSE SHOT

        Pat's face -- as she looks up and reacts with terrified
        scream, shrinking back.


181.    INT. TUNNEL - DAY - LOW KEY - MED. CLOSE SHOT

        Reverse - Pat's angle.

        Two Mutants stand over her looking down.  The lighting
        of the tunnel scenes seems to come from a luminous
        quality in the walls of the tunnels themselves.  These
        tunnels are cut through the earth by an atomic heat ray
        which blasts a hole through the earth and fuses the
        silica along the walls of the tunnel into a radio-active,
        phosphorescent glassy-like substance.  (For these shots
        we will use water glass sprayed on cellophane and back
        light it with hot arcs.)

        These creatures are mutations developed by the Martians
        for physical labor.  They are humanoid in appearance,
        but are covered with a coarse black hair.  (Flocked
        baggy tights.)  Their feet are about twice the length
        of human feet and the four toes of each foot terminate
        in heavy black digging claws.  The fingers are much long-
        er than human fingers and are equipped with black, non-
        retractable digging claws.  A hairless, snout-like nose,
        similar to a mole's, protrudes from the front of the
        face.  They are with ears, and beady-like reflecting
        eyes look out from the hairy mask of the face.  At no
        time do they utter any sound, for these creatures are
        telepathic.  One of the mutants leans forward into CAM-
        ERA with extended long prehensile fingers.


182.    INT. TUNNEL - DAY - MED. CLOSE SHOT

        Pat -- as she cowers back and the long black fingers
        curl around her wrist.  Pat screams and struggles fran-
        tically and another long black hand comes into scene and
        grasps the other wrist.


193.    INT. TUNNEL - DAY - MED. SHOT

        David is lying unconscious from his fall, momentarily
        ignored by the mutants.  A mutant grabs at Pat's shoul-
        der.  Pat struggles frantically.  Her screams revert to
        hoarse gasps of effort and terror, and in the struggle
        her dress is ripped.  The long fingers of a hand curl
        around Pat's neck and squeeze for a moment.  She sudden-
        ly relaxes into unconsciousness.  One of the two mutants
        picks her up, the other picks up David.  They lope away
        with them down the tunnel into infinity and darkness.


194.    INT. TUNNEL - DAY - LONG SHOT

        The two mutants lope past CAMERA carrying the two inert
        figures.  They disappear around a corner of the tunnel.


185.    INT. TUNNEL - DAY - MED. SHOT

        Mutants rounding another turn, carrying Pat and David
        at a loping run.

                                             QUICK DISSOLVE TO:


186.    INT. TUNNEL - DAY - MED. SHOT

        From an open metal trapdoor in b.g. there emanates a
        stronger light.  The two mutants pass CAMERA and lope
        toward metal door.  They enter.


187.    INT. CENTRAL AREA OF SPACE SHIP - DAY - FULL SHOT

        It is a circular room some twenty feet in diameter,
        approximately fifteen feet high.  It is composed of a
        shiny metallic substance similar to polished aluminum.
        The only rivets in evidence mark the outline of bulk-
        heads spaced around the perimeter of the walls.  Upper
        left, near the spiral steel staircase, a low metal table
        is near the wall.  It is flanked by two stationary met-
        al benches.  The room is dome-like in structure, and an
        area twelve feet in diameter and approximately eight
        feet in height occupies the apex of the dome, which is
        of a transparent plastic substance.  This is the control
        tower of the space ship.  A bank of control panels is
        placed in this structure and a round, cushioned pilot's
        seat is suspended on a crosswalk of perforated metal
        girders.  The room is illuminated by a series of circu-
        lar lights which look like portholes.  Even so, the
        lighting is in comparative low key.  The two mutants
        descend a spiral staircase and bring Pat and David to
        the center of the room and lay their unconscious bodies
        on the floor.  Then they step back approximately five
        feet and assume a rigid attitude grotesquely reminiscent
        of soldiers.


198.    INT. SPACE SHIP - DAY - LOW KEY - DIFFERENT ANGLE

        A bulkhead opens in the upstage wall.  Sergeant Balardi
        enters, walking like an automaton.  He walks up to Pat,
        facing upstage.  Then a mutant backs out of the bulk-
        head carrying a Martian seated on a circular metal tray,
        which is surmounted by a plastic bell jar.  Another mu-
        tant enters, supporting the other handles of the metal
        tray.  A mutant steps forward quickly and places a cir-
        cular metal drum approximately three feet in diameter
        and thirty inches in height in front of Pat.  The other
        two mutants then place the Martian on the drum and step
        back and assume an attitude of attention:  TRUCK in to
        CLOSE SHOT - THE MARTIAN -- He is approximately thirty
        inches in height, dressed in a singlet that resembles
        soft chain mail.  Over this is a gorget of soft black
        material similar to velvet.  He is seated, tailor-
        fashion, on a circular cushion resembling sponge rubber.
        He is extremely brontocephalic, and his tremendously
        large skull is completely devoid of hair.  His eyes are
        small and deep-set and peer from their dark sockets
        with a strange ophidion lustre.  He is entirely covered
        by the plastic bell jar, and sits so frozen and unmoving
        that he appears to be a wax figure until we are suddenly
        aware of the eyes moving to the right, then to the left,
        then down, where he focuses upon Pat.


189.    INT. SPACE SHIP - DAY - MED. CLOSE SHOT

        Pat is unconscious on the floor.  She stirs into con-
        sciousness, sits up, then stands, facing the CAMERA.
        Her eyes widen and stare straight ahead.


190.    INT. SPACE SHIP - DAY - CLOSE SHOT

        Martian's eyes - staring into CAMERA.


191.    INT. SPACE SHIP - DAY - CLOSE SHOT

        Pat is drawn by the hypnotic stare of the Martian.  She
        fights it off.


192.    INT. SPACE SHIP - DAY - MED. SHOT

        Martian, Balardi and Pat.  David is still unconscious
        on the floor.  Balardi stands stiffly.

                               BALARDI
                       (mechanically)
                 What is your name?

                               PAT
                       (in a strained, hoarse
                        voice)
                 Patricia Collins.

                               BALARDI
                       (indicating the Martian)
                 He is from the fourth planet -- which
                 you call Mars.  He wants to know what
                 they plan to do - those people up above.

                               PAT
                 I don't know --

                               BALARDI
                 Yes, you do -- and you will answer
                 in a few moments.

        He gestures to the mutants.


193.    INT. SPACE SHIP - DAY - MED. SHOT

        -- as two mutants approach Pat and suddenly grab her
        arms.  She attempts to struggle, but is held in a vise-
        like grip.  She turns suddenly and stares, her eyes
        widen further with horror.  A panel on a bulkhead swings
        open and a mutant pushes a chromium, wheeled operating
        table into scene.  A tray of surgical instruments is on
        the table.


194.    INT. SPACE SHIP - DAY - MED. SHOT

        The surgeon mutant lifts a hypodermic needle and ad-
        vances toward Pat.  She screams piercingly and hysteric-
        ally and continues to scream.


195.    INT. SPACE SHIP - DAY - CLOSE SHOT

        Surgeon Mutant -- as he lifts the hypodermic needle of
        a strange design.  His hands, holding the needle, move
        out of CAMERA, and Pat's screams stop suddenly.


196.    INT. SPACE SHIP - DAY - MED. SHOT

        -- as the two mutants lift Pat's unconscious body and
        place it on the operating table.  David slowly regains
        consciousness and sits up, rubbing his eyes in a dazed
        manner.


197.    INT. SPACE SHIP - DAY - NEW ANGLE - MED. SHOT

        David -- as his eyes become adjusted to the light and
        he reacts in terror at seeing Pat being placed upon the
        operating table.

                               DAVID
                       (starts to his feet,
                        screaming)
                 No!  No!

        -- a mutant grabs him and clamps a long black hand
        across his mouth.


198.    INT. SPACE SHIP - DAY - CLOSE SHOT

        David's face -- with the hand across his mouth, his
        eyes staring in horror.


199.    INT. SPACE SHIP - DAY - MED. SHOT

        David's angle - of the mutant surgeon, as he takes up
        a complex surgical instrument.  In his other hand, he
        lifts up and examines a tiny crystal capsule, to which
        is affixed a small spiral wire.  Turning slowly, he
        moves toward the unconscious form of Pat on the operat-
        ing table.


200.    INT. SPACE SHIP - DAY - CLOSE SHOT

        Back of Pat's neck and crown of her head -- The mutant
        surgeon's hands come in and part the hair just above
        the nape of the neck.


201.    EXT. MacLEAN FIELD - DAY - MED. SHOT

        -- with TRUCK in b.g.  Fielding, Blake stand in f.g.,
        looking toward the field.  Just to the left of Fielding,
        a soldier stands with a signal pistol held ready.
        Fielding is watching the sweep hand on his wrist watch.
        He turns to the soldier.

                               FIELDING
                 Fire!

        The soldier fires a star shell.


202.    EXT. MacLEAN FIELD - DAY - LONG SHOT

        Star shell exploding over pasture.


203.    EXT. MacLEAN FIELD - DAY - LONG SHOT

        Sherman Tank -- starting and moving alongside the field.
        A hand grenade is thrown from the open hatch, rolls to-
        ward CAMERA, comes to rest on the plowed field and ex-
        plodes.


204.    INT. SPACE SHIP - DAY - MED. SHOT

        Martian in bell jar -- The Martian's head turns sharply
        as a dull explosion is HEARD over scene.  The lights go
        up in the space ship.


205.    INT. SPACE SHIP - DAY - NEW ANGLE

        -- as the surgeon mutant removes a strange, complex
        helmet affair from Pat's head, while two other mutants
        rush forward and carry the Martian quickly through the
        bulkhead, closing the bulkhead behind them.  The other
        mutants race across the room and up the spiral steel
        staircase, leaving Sergeant Balardi staring after them.
        Pat lies unconscious on the operating table.  David
        rushes over to Pat.


206.    INT. TUNNEL - DAY - FULL SHOT

        Just outside trapdoor -- as the last mutant enters the
        tunnel through the trapdoor, two other mutants emerge
        from a side tunnel carrying a machine mounted on a metal,
        stretcher-like base.  The machine resembles a large
        searchlight with a metal megaphone-shaped device fasten-
        ed to the front of the lens.  Two heavy insulators stand
        vertically just behind the searchlight part of the
        machine and they are connected to a thing that looks
        like a small condenser by two three-inch copper ribbons.
        O.S. can be HEARD the thumping rumble of the tank treads
        and a dull sound of exploding grenades.  The two mutants
        with the machine run down the tunnel out of scene, leav-
        ing one mutant standing guard.


207.    INT. TUNNEL - DAY - MED. SHOT

        -- as the mutants run past CAMERA with the machine and
        turn right, through an intersecting tunnel.


208.    INT. TUNNEL - DAY - MED. SHOT

        -- as the mutants place machine on floor of tunnel and
        deflect it upward at an angle of forty-five degrees.
        O.S. the sound of the Sherman tank is much louder.  Also
        the sound of bursting grenades.


209.    INT. TUNNEL - DAY - NEW ANGLE

        -- as mutants push a stud on the machine and a brilliant
        rush of flame emerges from the mouth of the megaphone-
        shaped nozzle.


210.    INT. TUNNEL - DAY - LONG SHOT

        Roof of tunnel -- as the flame from the atomic disin-
        tegrator burns a circular hole.  The edges of the hole
        drip with molten silica, like wax under the flame of
        a blow torch.
        (PRODUCTION NOTE: For the full scale shots, this ef-
        rect can be obtained with a military flame thrower
        burning away a wax-covered flimsy.  Lycopodiem is jet-
        ted into flame with compressed air.)


211.    EXT. FIELD - DAY - MED. SHOT - (MINIATURE)

        -- as a shaft of brilliant white flame comes up out of
        the earth and engulfs the Sherman tank.


212.    EXT. FIELD - DAY - CLOSE SHOT

        Soldier in open hatchway of tank engulfed in flames.


213.    EXT. MacLEAN FIELD - DAY - MED. CLOSE SHOT - (MINIATURE)

        Tank treads and forepart of tank, as it melts into a
        shapeless, molten mass.


214.    EXT. MacLEAN FIELD - DAY - FULL SHOT

        Earth augur -- being removed from the circular four-
        foot hold in field.  Soldiers with sub-machine guns and
        miners' lamps attached to their helmets stand by.
        Lieutenant Blair and his demolition team are carrying
        their C-two packs strapped across their shoulders.
        Fielding runs into scene carrying a sub-machine gun.
        Fielding crosses to the hole and drops down into it and
        is instantly followed by the men.  As the last of them
        enter the hole, Blake runs into scene and drops into
        the hole after them.


215.    INT. TUNNEL - DAY - MED. SHOT

        -- as Fielding and the soldiers, followed by Blake, run
        past CAMERA.


216.    INT. TUNNEL - DAY - NEW ANGLE

        -- as the party approaches a branch tunnel.  Two sol-
        diers are delegated to explore it while the main party,
        including Lieutenant Blair's demolition team, proceeds.
        Fielding turns and suddenly recognizes Blake.

                               FIELDING
                 What are you doing down here?

                               BLAKE
                 I'm going to find Pat.

                               FIELDING
                 Well -- come on --


217.    INT. TUNNEL - DAY - MED. SHOT

        Fielding, Blake and soldiers cautiously round turn and
        come toward CAMERA.


218.    INT. TUNNEL - DAY - LONG SHOT

        -- the soldiers in f.g.  Their miners' lamps light the
        tunnel at the far end of which the mutant standing guard
        by the trapdoor, spreads his legs and arms and waits.


219.    INT. TUNNEL - DAY - MED. CLOSE SHOT

        -- as the rescue party stops.

                               SOLDIER
                 What in the name of time is that?

                               FIELDING
                 I don't know.  Fire on command!

        Two of the soldiers drop to their knees and aim their
        guns at lens.  The other four and Fielding raise their
        guns and aim at the lens.


220.    INT. TUNNEL - DAY - MED. CLOSE SHOT

        Mutant -- who starts lumbering forward toward group.


221.    INT. TUNNEL - DAY - REVERSE SHOT

        Rescue party -- with all tommy guns aimed at lens.

                              FIELDING
                  Fire!

        Seven tommy guns fire a short burst directly at lens.


222.    INT. TUNNEL - DAY - MED. CLOSE SHOT

        Mutant - as he is blown over backwards.


223.    INT. TUNNEL - DAY - LONG SHOT

        Rescue party -- running through tunnel toward CAMERA.
        They step over the body of the dead mutant.


224.    INT. SPACE SHIP - DAY - FULL SHOT

        -- as rescue party runs down spiral staircase.


225.    INT. SPACE SHIP - DAY - MED. SHOT

        -- as Sergeant Balardi looks toward ladder and aims his
        forty-five.  David grabs his arm and spoils his aim.


226.    INT. SPACE SHIP - DAY - MED. SHOT

        -- as a soldier leaps off the top of the spiral stair-
        case and knocks Balardi to the floor.  Balardi's pis-
        tol falls to the floor.  David picks up the pistol...


227.    INT. SPACE SHIP - DAY - FULL SHOT

        -- as Balardi fights furiously with his fists.  A sol-
        dier knocks him out with the butt of his gun.

                              SOLDIER
                        (to Fielding)
                  Hey, what's the matter with this
                  guy?

                              FIELDING
                  He doesn't know what he's doing.
                  Take him outside.

        The soldiers exit with Balardi.  Fielding turns to David.

                              FIELDING
                        (continued)
                  You go with them, son.

        David exits.


227A.   INT. TUNNEL - DAY - MED. SHOT

        At door or space ship.  David comes up the ladder and
        looks up the tunnel where the two soldiers and Balardi
        have disappeared.  He runs after them.


228.    INT. SPACE SHIP - DAY - MED. SHOT

        -- as Blake and Fielding run up to Pat, who is still
        unconscious.

                              BLAKE
                  Pat!  Pat!

        He shakes her, but she does not regain consciousness.
        Blake picks her up and carries her up the spiral ladder.


228A.   INT. TUNNEL INTERSECTION - DAY - MED. SHOT

        David runs toward camera and pauses uncertainly at the
        intersection.  He doesn't know which tunnel to take.
        He finally chooses the right hand tunnel and runs out
        of scene.


229.    INT. SPACE SHIP - DAY - FULL SHOT

        Fielding, Blair and his demolition team stare around the
        space ship.  Fielding crosses and attempts to open one
        of the bulkheads.

                              FIELDING
                  I hate to destroy this ship, but
                  we can't afford to take any
                  chances.  Go ahead and place your
                  C-two charges, Lieutenant.

        Blair signals one or the men, who removes his demolition
        pack and places it near the bulkhead.  He pulls back the
        canvas cover exposing a clock time fuse.  The other
        demolition expert is setting his charge at the opposite
        end of the ship.

                              BLAIR
                        (to Fielding)
                  What interval shall I set it to
                  fire, sir?

                              FIELDING
                  Six minutes will give us enough
                  time.


230.    INT. SPACE SHIP - DAY - CLOSE SHOT

        Demolition expert sets dial to six minutes and pulls
        firing pin.


231.    INT. TUNNEL AT INTERSECTION - DAY - MED. SHOT

        -- as two soldiers run into scene from branch tunnel.
        They stop just around the corner of the tunnel and
        each takes a Mills grenade from his bag and pulls the
        pin with his teeth and drops down into position to
        hurl the grenade into the tunnel.


232.    INT. TUNNEL - DAY - MED. SHOT

        The two mutants with the atomic disintegrator are pur-
        suing the soldiers.


233.    INT. TUNNEL - AT INTERSECTION - MED. SHOT

        Two soldiers - as they wait to throw grenades.

                               1ST SOLDIER
                 Here they come!

        Both of them hurl their grenades down the branch tunnel
        and flatten back against the wall.


234.    INT. TUNNEL - DAY - LONG SHOT

        -- as the grenades explode and roof of tunnel caves in,
        and falls in front of mutants, filling the tunnel with
        earth.


235.    INT. TUNNEL - FROM BEHIND MUTANTS - DAY - MED. SHOT

        -- as they place the atomic disintegrator on floor of
        tunnel and direct it toward the piled-up debris.  One
        of them presses a stud and a bright sheet of flame
        burns through the debris.


236.    INT. TUNNEL AT INTERSECTION - DAY - MED. SHOT

        -- as the flame burns through.

                               1ST SOLDIER
                 Let them have it again!

        They throw two more grenades, which explode, blocking
        the tunnel again.

                               1ST SOLDIER
                 Hurry -- tell everybody to get out
                 of here.  I'll try and hold 'em off.

        The second soldier turns and runs out of scene and up
        the main tunnel to the right.  The first soldier hurls
        another grenade, which explodes, dropping the roof of
        the tunnel and blocking it again.


237.    INT. ANOTHER SECTION OF TUNNEL - DAY - MED. SHOT

        -- as second soldier encounters the two soldiers bearing
        the unconscious form of Sergeant Balardi.

                               2ND SOLDIER
                 Pass the word -- we gotta get out
                 of here right away!

        A sergeant takes a whistle from his pocket and blows
        three sharp blasts, then repeats it.


238.    INT. DIFFERENT SECTION OF TUNNEL - DAY - MED. SHOT

        -- as another soldier HEARS the whistle signal in the
        distance and repeats it on his whistle.


239.    INT. SPACE SHIP - DAY - FULL SHOT

        -- as Fielding, Blair and demolition team react to the
        whistle signal and run to the spiral staircase.


240.    EXT. MACLEAN FIELD - DAY - MED. SHOT

        -- as Blake emerges from trapdoor, carrying Pat with
        him.  A soldier standing at the top of the trapdoor
        hears the whistle signal in the distance.

                              SOLDIER
                  That's emergency retreat!  Get her
                  out of here on the double.

        Blake moves quickly out of scene, carrying Pat with him.


241.    INT. TUNNEL INTERSECTION - DAY - MED. SHOT

        Soldier at branch tunnel - as a burst of flame cuts
        through debris some distance up branch tunnel.  As
        flame breaks off, he quickly hurls another grenade,
        which explodes down the tunnel, again dropping the roof.
        Two soldiers running, halt by the branch tunnel.

                              1ST SOLDIER
                  Better stand by with grenades and
                  help me hold these monkeys off!

                              3RD SOLDIER
                  What's up?

                              1ST SOLDIER
                  They've got some kind of a flame
                  thrower that cuts right through
                  rocks and dirt.  Watch it -- here
                  they come again.

        A blast of flame billows out of the tunnel, then blacks
        out and the first soldier throws another grenade.  The
        other soldiers also throw grenades against the collap-
        sing roof of the tunnel.  At this point Lieutenant
        Blair, his men and Fielding enter scene.

                              FIELDING
                  All right -- keep going -- on the
                  double!  Get moving, you two!

        The two soldiers run out of scene, followed by Fielding.
        Blair signals one of the demolition men to remain and
        place a charge.  The others exit quickly.  The demoli-
        tion man who was left behind starts to set the fuse.


241A.   INT. TUNNEL - DAY - MED. SHOT

        David hurries along the tunnel, approaches another inter-
        section.  He hears the whistle faintly in the distance
        and stops.  He is again faced with the decision of which
        tunnel to choose, and is becoming panic-stricken.


241B.   INT. TUNNEL - INTERSECTION - DAY - CLOSE SHOT

        David - the sweat stands out on his forehead as he tries
        to peer into the tunnel ahead of him.  He starts to turn
        into the right hand tunnel when he hears faint footsteps
        approaching.  He is about to call when some instinct
        prompts him to press back against the tunnel wall.


241C.   INT. TUNNEL INTERSECTION - DAY - MED. SHOT

        A mutant is cautiously making his way down the tunnel.
        He pauses and looks back at the direction from which
        he came.  He advances a few more feet and reaches the
        intersection, where he stops.


241D.   INT. TUNNEL INTERSECTION - DAY - CLOSE SHOT

        David is pressing himself as far into the corner of the
        opposite tunnel wall as he can.  He is terrified.  As he
        presses closer to the wall, he dislodges a tiny pebble,
        which rolls down the wall on to the floor of the tunnel.


241E.   INT. TUNNEL INTERSECTION - DAY - MED. SHOT

        The mutant hears the sound of the pebble falling and
        looks around.  He starts to advance toward where David
        is standing when a whistle is heard faintly in the dis-
        tance.  He quickly turns and lopes off into darkness.


241F.   INT. TUNNEL INTERSECTION - DAY - MED. LONG SHOT

        David waits until the mutant disappears and then runs
        up the opposite tunnel.


241G.   INT. DIFFERENT TUNNEL INTERSECTION - DAY - MED. SHOT

        The demolition man who set the last C-2 charge is hurry-
        ing along endeavoring to catch up with Blair and the
        other men.  He reaches the intersection and bumps
        squarely into the mutant who is loping up from the other
        tunnel.  The mutant envelopes the soldier in his huge
        arms and starts to bend him backwards.  The soldier vain-
        ly struggles for his pistol, but is like a child in the
        mutant's hands.  He screams but the mutant covers his
        mouth with a hairy paw.

                              SOLDIER
                        (gasping)
                  Help!...Help!


241H.   INT. TUNNEL - DAY - MED. LONG SHOT

        Blair and the rest of the demolition team hear the faint
        screams behind them, and turn back.


241I.   INT. TUNNEL INTERSECTION - DAY - MED. SHOT

        The soldier is struggling, but growing weaker, as the
        mutant has him bent over nearly double.  Blair and his
        men round the corner and charge for the mutant, who
        drops the soldier.  As the mutant leaps forward, he is
        met by a hail of tommy-gun slugs, and drops in his
        tracks.  The men pick up the injured soldier and run back
        up the tunnel.


242.    INT. TUNNEL - DIFFERENT INTERSECTION - DAY - LONG SHOT

        -- as several soldiers and Fielding run past CAMERA.

                              1ST SOLDIER
                        (looking over shoulder)
                  There they are again!


243.    INT. TUNNEL - DAY - REVERSE LONG SHOT - HIS ANGLE

        Mutants -- entering main tunnel with machine.

                              FIELDING'S VOICE
                        (o.s.)
                  All right -- rest of you keep moving.
                  You, Sims, and Watson -- give 'em a
                  long burst.


244.    INT. TUNNEL - DAY - MED. SHOT

        Fielding, 1st and 3rd soldier firing their tommy-guns
        toward lens, as they back around a curve in the tunnel.


245.    INT. TUNNEL - DAY - MED. SHOT

        From behind Fielding, 1st and 3rd soldiers as they back
        around a 90 degree turn and a blast of flame strikes
        the wall just in front of them.  Fielding and the two
        soldiers back away from the searing heat, shielding
        their faces with their arms.

                              FIELDING
                  Come on!  Out of here on the double!

        They turn and run down tunnel and out of scene.


246.    INT. INTERSECTION TUNNEL - DAY - MED. LONG SHOT

        Blair and his demolition team enter.  The men carrying
        the injured soldier continue on.  Blair looks around and
        signals one of the demolition men to place a C-two
        charge at the intersection of the tunnels.  Blair looks
        at his wrist watch.

                              BLAIR
                  Three minutes!

        The soldier sets the time fuse, pulls the pin and they
        all exit quickly.


247.    INT. INTERSECTION TUNNEL - DAY - MED. SHOT

        Fielding and two soldiers run past intersection and con-
        tinue on.  Huddled in a dark corner we see the two mu-
        tants holding the Martian on his tray.  One of the mu-
        tants is also carrying a strange looking antenna device.
        They turn and disappear into the darkness.


247A.   INT. TUNNEL - DAY - MED. SHOT

        David runs toward camera.  It PANS with him as he comes
        to a dead end, which slopes steeply up.  He stops and
        looks about him uncertainly.


247B.   INT. TUNNEL - DIFFERENT INTERSECTION - DAY - MED. CLOSE
        SHOT

        C-2 demolition charge - we hear the sound of the time
        clock ticking away.


247C.   INSERT

        Face of C-2 demolition time clock.  The second hand is
        slowly moving around.  The minute hand reads: two minutes.


247D.   INT. TUNNEL - DEAD END - DAY - MED. CLOSE SHOT

        David climbs to the top of the slope at the dead end
        of the tunnel and peers up at the roof.


247E.   INT. TUNNEL - DEAD END - DAY - CLOSE SHOT OF TUNNEL ROOF

        The faint outline of what could be a mutant trapdoor is
        barely visible in the half light.


247F.   INT. TUNNEL - DEAD END - DAY - MED. SHOT

        David stands on his tiptoes and strives to reach the
        trapdoor, but can't quite touch it.  He frantically
        sets to work digging at the fused earthen wall, trying
        to carve a foothold.  His fingers make little impression
        on the hard surface.  Seeking something to use as a
        digging instrument, he feels his belt buckle.  He tears
        off the belt and again starts to dig.  From over head,
        we hear distant sounds of moving vehicles.


248.    EXT. MACLEAN FIELD - DAY - FULL SHOT

        Trapdoor through which the rescue party entered.  Two
        soldiers are on their hands and knees lifting the others
        out of the hole as swiftly as possible.  Balardi and
        Pat are already in a waiting Jeep, which rolls away out
        of scene.  The mechanized earth augur is rapidly moving
        out of scene.  Another jeep races into scene as the
        injured soldier is lifted through the hole and all the
        soldiers and Fielding jump aboard the Jeep which moves
        out of scene.


249.    EXT. MACLEAN FIELD - LONG SHOT

        Jeeps and earth augur - hightailing it across pasture,
        as a burst of flame shoots high into the air through
        the hole from whence the rescue party just emerged.

                                               DISSOLVE TO:


250.    EXT. CORNER OF MACLEAN'S FIELD - DAY - MED. SHOT

        Some distance from the trapdoor, the two Jeeps have
        stopped by the ambulance.  Fielding helps five or six
        soldiers remove Balardi from the Jeep.  He fights
        furiously.  A soldier and Blake are lifting the uncon-
        scious form of Pat from the Jeep.

                              BLAKE
                  Hurry, let's get them to the
                  hospital.
                        (he gestures toward
                        the soldier who was
                        injured in the fight
                        with the mutant)
                  Give him first aid -- I'll send
                  the ambulance right back.

        The driver runs to the back of the ambulance, opens it,
        takes out two stretchers and restraining bands.  Pat,
        still unconscious, is placed on one stretcher, Balardi
        is placed on the other, and strapped down with the re-
        straining bands.  Blake and the driver enter the am-
        bulance, and it pulls out of the scene at high speed,
        siren wailing.


250A.   EXT. CORNER MACLEAN FIELD - DAY - MED. SHOT

        Fielding suddenly turns to Lieutenant Cole.

                              FIELDING
                        (with concern)
                  Where's David?

                              COLE
                  I don't know, Colonel.  Wasn't
                  he with Lieutenant Blair?

                              FIELDING
                        (to Blair, worried)
                  Lieutenant, have you seen David?

                              BLAIR
                  Why, no.  Didn't he come out of
                  the tunnel with you?

                              FIELDING
                  No.  I sent him up long ago.  If
                  he didn't come out with you he
                  must still be down here.
                        (he is frantic)
                  How much time before the demoli-
                  tions go off?

                              BLAIR
                        (looking at his watch)
                  One minute, sir.

        Fielding makes a move for the jeep.  Blair puts his hand
        on Fielding's shoulder, stopping him.

                              BLAIR
                  You'll never make it, sir.

        Fielding and Blake look at each other in hopeless
        despair.


250B.   INT. TUNNEL - DEAD END - DAY - MED. SHOT

        David is desperately digging at the wall of the tunnel.
        He has clawed away enough earth and rock to almost
        touch the trapdoor.  He stops to rest, wipes the sweat
        from his eyes and again attacks the tunnel wall with
        his belt buckle.


250C.   INT. TUNNEL - INTERSECTION - DAY - INSERT TIME CLOCK
        FACE

        It reads:  40 seconds.


250D.   INT. TUNNEL - DEAD END - DAY - MED. CLOSE SHOT

        David is frantic.  He is within inches of the trapdoor
        and still digging.


250E.   INT. TUNNEL INTERSECTION - INSERT TIME CLOCK FACE

        It reads:  20 seconds.


250F.   INT. TUNNEL - DEAD END - DAY - MED. SHOT

        David has reached the tunnel roof and is pushing on the
        trapdoor.  It slowly rises and the daylight streams in-
        to his face as he clambers out.


250G.   EXT. CORNER MACLEAN FIELD - DAY - LONG SHOT

        Shooting over the backs of Fielding, Blair and Cole
        toward the center of the field.  David is seen climbing
        out of the trap door.  Fielding jumps into the jeep -
        yells at the driver - the jeep roars toward David.


250H.   EXT. FIELD - DAY - AT TRAPDOOR

        The jeep tears into the scene.  Fielding reaches out and
        lifts David into the jeep.  Without stopping, it roars
        out of scene.


251.    EXT. MACLEAN FIELD - DAY - LONG SHOT

        The jeep, with Fielding and David, speeds toward camera.
        The other soldiers are taking refuge behind the cars
        and equipment, awaiting the explosion.  Suddenly, there
        is a violent detonation and a cloud of earth and debris
        mushrooms into the sky.


252.    EXT. ROCKY RIDGE OVERLOOKING MACLEAN FIELD - DAY -
        LONG SHOT

        In the distant b.g. we see the general activity after
        the explosion.  Men are picking themselves up from the
        ground, brushing themselves off, looking back at the
        crater, caused by the explosion.  In the immediate f.g.
        a trapdoor opens in the ground and we see the hairy
        arm of a mutant come into scene.  The rest of his
        body appears in deep silhouette.  He is followed by
        the second mutant who is carrying the antenna device.

                                               FADE OUT:


        FADE IN:

253.    EXT. MACLEAN FIELD - DUSK - FULL SHOT

        Fielding and Lieutenant Cole are in foreground at rim
        of crater, caused by the explosion.  They are inspect-
        ing a battered portion of the space ship's instrument
        panel.  Lieutenant Blair enters scene carrying intricate
        looking instrument, similar to an altimeter.  He hands
        it to Colonel Fielding.

                               BLAIR
                 This instrument seems to be intact,
                 sir.

        Fielding inspects the instrument and hands it to Cole.

                               FIELDING
                 It appears to be similar to our
                 high altitude anaroids.
                       (he then turns back
                        to Blair)
                 Did you finish checking the tunnels,
                 Blair?

                               BLAIR
                 Yes, sir.  Our demolition charges
                 cleaned them all out.

                               FIELDING
                 Be sure the boys bring in everything
                 they find.

        They resume their inspection of the space ship instru-
        ment panel.


254.    EXT. MacLEAN FIELD - DUSK - MED. SHOT

        Shooting toward Rocky Ridge.  David walks slowly up the
        hill.  He stoops and picks up a small piece of metal,
        which he puts in his pocket.


255.    EXT. MacLEAN FIELD - ROCKY RIDGE - DUSK - MED. SHOT

        Fielding, Cole, Blair and several soldiers, two of
        whom have just placed some portions of the space ship
        on the pile.  A sergeant enters scene.

                               SERGEANT
                 Dr. Metzler just called from the
                 hospital, sir.  The operations
                 were successful.

                               FIELDING
                 Thank you, sergeant.

        He looks around.

                               FIELDING
                 I want to get back right away!
                 Where's David?

                               BLAIR
                       (pointing)
                 He was up there a couple of minutes
                 ago, sir.
                       (laughs)
                 Looking for souvenirs.

                               FIELDING
                 Thanks, Lieutenant.  You and your
                 men did a fine job.  You can report
                 back to the base.

                               COLE
                 Yes, sir.

        He leaves.  And Fielding moves out of scene in the dir-
        ection to which Blair had pointed.


256.    EXT. ROCKY RIDGE - MacLEAN FIELD - DUSK - MED. LONG
        SHOT

        David is walking aimlessly toward the mutants whom we
        see in silhouette in the f.g.  David stops and picks
        up a piece of metal.  He examines it, throws it aside,
        and sees something closer to CAMERA near where the mu-
        tants are hiding.  As he starts for the object we HEAR
        Fielding's voice o.s.

                               FIELDING
                       (o.s.)
                 David!

        David turns, looks at him, then turns and looks at the
        object that he was interested in.

                               DAVID
                 There's something up here that
                 might be ---

                               FIELDING
                       (interrupting)
                 Never mind.  They'll get all of
                 that tomorrow.  We've got to go
                 back to the hospital now.

        David turns and runs back to Fielding.

                                                   DISSOLVE TO:


257.    INT. DR. BLAKE'S CONSULTATION ROOM - MED. FULL SHOT

        David and his aunt, Margaret MacLean, a pleasant, forth-
        right woman, are seated.  They have an attitude of ex-
        pectancy.  Cricket is seated on the sofa next to Aunt
        Margaret.  She is petting him.  It is apparent from the
        dog's attitude that he knows her.

                               DAVID
                 They've been in there a long time,
                 Aunt Margaret.

                               AUNT MARGARET
                 It only seems like a long time, dear.
                       (trying to switch his
                        thoughts)
                 Has Cricket had his supper yet?

                               DAVID
                       (disgusted)
                 The nurse gave him some toast and
                 spinach.

                               AUNT MARGARET
                 We'll give him some real food when
                 we get home.

        Fielding and Blake enter.  David jumps up.

                               DAVID
                       (anxiously)
                 Are they all right?

                               BLAKE
                       (kindly)
                 Your father and mother are going
                 to be just like they were before --
                 before these -- things happened.
                 When I talked to them, David, their
                 only concern was for you.

                               DAVID
                       (turning to his aunt)
                 They - they didn't know what they
                 were doing -- did they, Aunt Mar-
                 garet?

                               FIELDING
                 They weren't responsible for any-
                 thing that happened, David.  Now
                 go home with your aunt and get a
                 good night's sleep -- you'll see
                 them tomorrow morning.

        Aunt Margaret and David cross to the door.

                               DAVID
                 Yes, sir.
                       (turns to the dog)
                 Come on, Cricket, we're going home.

        They exit.

                                                   DISSOLVE TO:


258.    EXT. ROCKY RIDGE - OVERLOOKING MacLEAN FIELD - NIGHT -
        MED. SHOT

        Two mutants and Martian - as one of them adjusts a
        series of rings like a miniature radio direction loop,
        then presses a stud and violet sparks ripple and dance
        around the edges of the rings and a shrill, high-fre-
        quency buzzing sound, broken up like very fast code,
        emanates from the machine.  The two mutants and the
        Martian raise their eyes upward and stare into space.
        Then they look off stage.


259.    EXT. MacLEAN HOUSE - NIGHT - MUTANT'S ANGLE - LONG SHOT

        The lights are burning in the MacLean house.


260.    INT. DAVID'S BEDROOM - NIGHT - FULL SHOT

        David is in his pajamas, Cricket is on the foot of the
        bed, and Aunt Margaret is pulling back the covers.

                               AUNT MARGARET
                 All right, young man, into bed with
                 you.

                               DAVID
                       (yawning)
                 Okay, Aunt Margaret.

        She ruffles his hair, kisses him, then crosses to the
        door, turns off the light and pauses before she exits.

                               AUNT MARGARET
                 Good night, dear.

                               DAVID
                       (sleepily)
                 Good night.

        Aunt Margaret exits, closes the door after her.  The
        CAMERA PANS to Cricket on the foot of the bed.  His
        ears suddenly perk up and he looks toward the window.
        He whimpers, then jumps off the bed and patters to the
        window.  He puts his paws on the sill, looks out and
        growls.

                               DAVID
                       (sitting up in bed)
                 What's the matter, Cricket?

        David jumps out of bed and crosses to the window.  He
        looks out into the night.  His eyes widen.  He quickly
        removes the muslin cover from his telescope and puts his
        eye to the eye-piece.


261.    EXT. MacLEAN FIELD - NIGHT - TELESCOPE MATTE SHOT

        -- of a ball of white fire rapidly descending.  Tele-
        scope matte shot PANS and the ball of white fire de-
        scends upon the ridge and dies to a soft glow.


262.    INT. DAVID'S ROOM - NIGHT - CLOSE SHOT

        David -- as he makes quick adjustments of the ocular
        and again presses his eye to the telescope.


263.    EXT. MacLEAN FIELD - ROCKY RIDGE - NIGHT - TELESCOPE
        MATTE

        -- of round bulkhead opening in section of space ship
        seen through screen of heavy bushes and trees.  The sil-
        houette of the two mutants carrying the Martian in his
        plastic dome enters scene and goes through bulkhead,
        which closes behind them.  Then the scene is burned out
        by a blinding white light.


264.    EXT. MacLEAN FIELD - NIGHT - TELESCOPE MATTE SHOT

        -- as the ball of white fire ascends swiftly and dies
        away in the distance.


265.    INT. DAVID'S ROOM - NIGHT - CLOSE SHOT

        David - clutching Cricket against him and staring out
        the window.

                               DAVID
                 Well - gee, whiz!!

                                                       FADE OUT.








                              THE  END