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                         THE WAR OF THE WORLDS










     FINAL WHITE
     Barré Lyndon
     December 18, 1951









        FADE IN:

1.      H. G. WELLS' BOOK

        We see the colorful cover, then the first page.  A
        VOICE with a Wells-like accent quotes the opening
        words:

                          VOICE
               No one would have believed, in the
               first decades of the twentieth century...

        DISSOLVE:


2.      SPECIAL EFFECT - SKY FULL OF STARS

        The planet Mars shows just above the spires and roof-
        tops of a city on the horizon.

                          VOICE
                    (Continuing)
               ...that human affairs were being
               watched keenly and closely by
               intelligences greater than man's.

        Mars is picked out of the sky and brought to the screen
        as if by some enormous telescope with an infinite field.
        It becomes a small ball.  Elarges to a pallid disk.
        Comes to moon size.

                          VOICE
               No one gave a thought to the older
               worlds as a source of human danger.
               Yet across the gulf of space, on the
               planet Mars...

        Now Mars has grown big and ruddy-colored.  Mysterious
        canals revealed.  Vegetation patches shadowy.  One thin
        polar cap shimmering.

                          VOICE
               Intellects vast and cool and unsym-
               pathetic regarded our earth with envious
               eyes, slowly and surely drawing their
               plans against us.


3.      SPECIAL EFFECT - OUR WORLD - MOVING SHOT

        seen in space with its halo of atmosphere, beautiful.

                          VOICE
               Few voices were ever raised in
               warning as, with infinite compla-
               cency, men went to and fro over
               this globe, busy about their
               affairs.

        DISSOLVE:


4.      SERIES OF THUMBNAIL FLASHES (STOCK)

        designed to get over the enjoyment of life on this
        earth today.

        a.     Gay, seven-piece Dixieland band, whapping
               out a fast tempo in a night club.

        b.     Grand National at Aintree.

        c.     Parade at the Carnival de Nice.

        d.     Gambling in a casino.

        e.     Trooping the Colors, London.

        f.     Packed stadium and a smashing football game.

        g.     Geisha party in Tokyo.

                          VOICE
                    (Over f. and g.)
               It did not occur to mankind that
               a swift fate might be hanging over
               us.  Or that, from the blackness of
               outer space, we were being scrutinized
               and studied.

        During this, CAMERA MOVES IN on the Geisha girls.  We
        are CLOSE on the round casing of one of their strange-
        sounding instruments as we -

        DISSOLVE:


5.      SPECIAL EFFECT - MARS

        The planet as we saw it before.  CAMERA MOVES IN until
        the planet is huge on the screen.  Strange and baleful.

                          VOICE
               Mars is more than one hundred and
               forty million miles from the sun, and
               for centuries it has been in the last
               stages of exhaustion.  Its rocks have
               absorbed almost all oxygen from its
               air, turing them red.


A-5a.   SPECIAL EFFECT - MARTIAN LANDSCAPE

        A geometric pattern of great canals joins in the far
        distance to center on a Martian metropolis.  High
        atop a tower a light pulsates rhythmically.

                          VOICE
               Most of its water has gone.  At
               night, temperatures drop to more
               than one hundred and twenty degrees
               below zero, even at the equator.


A-6     SERIZS OF DISSOLVES - SPECIAL EFFECT (MOVING SHOTS)

        CAMERA FLOATS through the blackness of space, pick-
        ing up each succeeding spectacle.

        a.     Our solar system, as seen from Mars.  The sun
               golden.  Mercury ruddy and hot.  Venus beau-
               tiful, bright.  Saturn with its tinted rings
               and moons.  Jupiter big, cloudy, with four
               moons.  Uranus and Neptune both greenish-
               yellow, toxic.  And Pluto far away.

                          VOICE
               The inhabitants of this dying planet looked
               across space with instruments and intelli-
               gences of which we have scarcely dreamed...

        CAMERA MOVES IN on Pluto, dim in outer space.

                          VOICE (Cont'd)
               ...searching for another World to which they
               could migrate.  They could not go to Pluto,
               outermost of all the planets, and so cold
               that its atmosphere lies frozen on its
               surface.

        CAMERA PICKS UP Neptune and Uranus, clouded giants
        with poison-colored atmospheres.

                          VOICE (Cont'd)
               They couldn't go to Neptune or Uranus - twin
               worlds in eternal night and perpetual cold.
               Each surrounded by an unbreathable atmosphere
               full of methane gas and ammonia vapor.  The
               Martians considered Saturn.

        b.     Saturnian landscape.  Midnight-blue space-sky
               crossed by merging rings of cosmic dust. 
               Bright-edged, full of color and marvelous to
               see.

                          VOICE
               An attractive world with its many
               moons and beautiful rings of cosmic
               dust.  But its temperature is close
               to two hundred and seventy degrees
               below zero, and ice lies fifteen
               thousand miles deep on its surface.
               Their nearest world was giant Jupiter...

        c.     Effect Pan Shot - Landscape of Jupiter
               An incredible world.  Cliffs flaming at
               the tops and spilling into fuming lakes.
               Everywhere the same process repeating itself.

                          VOICE
               Where there are titanic cliffs of lava
               and ice, with hydrogen flaming at the tops.
               Where the atmospheric pressure is terrible -
               thousands of pounds to the square inch.
               On Mars it is only four pounds.  They
               couldn't go there.  Nor to Venus, which
               has no oxygen and no water.  Nor could they
               go to Mercury nearest planet to the sun.

        d.     Effect - Mercurian Landscape.  A glaring
               sun is enormous in a dark sky, stars visible
               near it.  The land is heat-hazed, waterless,
               fissured.  Volcanic cones and lava pools.

                          VOICE
               It has no air.  And the temperature at its
               equator is that of molten lead.  Of all the
               worlds that the intelligences on Mars
               could see and study .....

        e.     North American continent, seen from a
               great height, showing clouds, forests,
               glistening lakes and rivers.

                          VOICE
               ...only our own warm earth was green
               with vegetation, bright with water,
               and possessed a cloudy atmosphere
               eloquent of fertility.

        f.     Sky full of stars above a small town
               and hills....Mars low in the sky.

                          VOICE
               At the time of our nearest approach
               to the orbit of Mars, during a pleasant
               summer season....

        Far away in the sky we see a falling star.

                          VOICE
               ...in the late hours of a Friday evening...

        DISSOLVE:


7.      INT. FORESTRY LOOKOUT POST   (NIGHT)

        A fire LOOKOUT and his deputy, FIDDLER HAWKINS -
        round-faced, hearty - are seated at a small table
        by a big window, playing cards.  Behind them is
        an Osborne fire-finder.  On a shelf are cans of
        tobacco, fruit, coffee, a pipe, magazines.  The
        lookout's glance goes upward to the sky and is
        held there.


8.      SPECIAL EFFECT - SKY & METEOR   (1)

        The meteor leaves a thin, luminous streak.


9.      EXT. FISHING CAMP   (NIGHT)

        Near a stream, beyond which, through trees, is a
        broad meadow.  Small tent.  A lantern hangs from a
        branch.  Waders hang on another limb.  Beyond, in
        the meadow, rests a small Stinson cabin plane.
        Near the tent, a convertible is parked.

        A small, round, bald man - BILDERBECK - is frying
        trout in a pan over the fire, his hatband decorated
        with pretty flies.  A younger man - PRYOR - is
        coming from the direction of the stream, with clean-
        ed trout strung on a stick.  A third man - CLAYTON
        FORRESTER - butch haircut and hornrims - is sitting
        on a log, working over his tackle, looking skyward.
        He calls.  The others look with him.


10.     SPECIAL EFFECT - SKY & METEOR   (2)

        It is large.  Its bright trail is thicker.


11.     EXT. MOVIE THEATER - MAIN STREET LINDA ROSA  (NIGHT)

        The small-town, California audience is breaking after
        the last show.  Among them are two young parents, the
        father carrying a sleeping baby.  Teen-agers head for
        the ice-cream parlor next door.  A lost kid is bawling
        on the sidewalk.  A man on a ladder is adding "Held
        Over" to the marquee which features "Samson and
        Delilah."  Like most the others, he is looking at
        the sky.  The CAMERA PICKS UP SYLVIA VAN BUREN -
        twenty-six, normal, nice, admiring the sleeping baby.
        Near her is PASTOR COLLINS - white-haired.  He is
        gazing at the sky as he touches Sylvia's arm.  She
        looks and stands staring.


12.     SPECIAL EFFECT - SKY AND METEOR  (3)

        Altogether larger now, rushing aslant down the sky.


13.     GROUP - AT LINDA ROSA

        A group has formed on the sidewalk by Sylvia and the
        Pastor - WASH PERRY, big teeth, no hat, shirt-sleeves.
        'ZIPPY', a clumsy youth.  SALVADOR, a swarthy, good-
        natured Mexican.  ALONZO HOGUE, local realtor, chews
        tobacco.

                           GROUP - ad libs
                Is that a fireball or somep'n?
                Boy, that's big ! - Maybe it's
                a comet - looks like it's coming
                right at us!


14.     SPECIAL EFFECT - SKY AND METEOR  (4)

        Huge, brilliant, fusing and frightening.  Its tail
        seems to spurt more brilliantly as the meteor
        vanishes beyond buildings and dark trees.


15.     GROUP - AT FISHING CAMP

        looking o.s. at the meteor.  Pryor slaps a mosquito.

                           BILDERBECK
                That was a meteorite -
                     (Returning to fire)
                - burning itself out.

                           PRYOR
                     (Unstringing fish)
                There's never much left of 'em
                when they hit the ground.

        Clayton turns after them, then pauses, looking again
        toward where the meteor landed.


16.     GROUP - AT LINDA ROSA

        Everyone staring o.s.  Fascinated.  A little alarmed.

                           GROUP - AD LIBS
                That had me scared! - Wonder where
                it lit? - Miles away, I betcha.

                           ZIPPY
                Let's go find it, huh?

                           PASTOR COLLINS
                That probably dropped half way
                to Pomona!...What do you think?

                           SYLVIA
                It was nearer than that.

                           ZIPPY
                I'm gonna see.  Who's coming?

        He starts out.  Other teen-agers follow him.


17.     FORESTRY LOOKOUT POST

        Lookout at the phone.  Fiddler, crouched, sighting
        the firefinder, still holding his cards.

                           LOOKOUT
                     (At phone)
                This is Pine Summit.  I've got a smoke.

                           FIDDLER
                     (Reading firefinder)
                One sixty... thirty.

                           LOOKOUT
                     (At phone)
                Azimuth reading - one hundred sixty
                degrees thirty minutes.
                     (Gazing out window)
                About ten miles.  It must-a hit red
                hot!

        Fiddler straightens, sneaks a glance at the Lookout's
        cards, then studies his own.

                           LOOKOUT
                     (At phone)
                You better get somepin out there -
                it's started a blaze already!

        DISSOLVE:


18.     EXT. SECONDARY HIGHWAY - (NIGHT)

        CAMERA PANS FAST on a small forestry service tanker
        coming down the road, red light blinking.  Scattered
        trees and scrub in b.g.

        DISSOLVE:


19.     EXT. DIRT ROAD & GULLY - FULL SHOT - (NIGHT)

        The road curves near low, sharp little hills.  The
        ground is rough, scattered with prickly pear, yucca,
        small bushes, stunted trees.  At the foot of the
        hills is a fairly deep gully.  Bushes, grass, small
        trees are burning all around this.  The tanker is on
        the scene.  The fire-crew is being helped by teen-
        agers from Linda Rosa and men from nearby farms.


20.     QUICK CUTS - AROUND THE GULLY AREA

        a.     Men dipping sacks into a tub of water,
               running to fire in b.g.  Zippy and others
               slapping out flames with wet gunny sacks.

        b.     Uniformed Ranger attacking burning bushes
               with a spray extinguisher.  Two men hacking
               furiously with brush hooks.  The tanker
               moving along an edge of the fire.  Two men
               riding it, spraying flames.  The ranger
               surveys the fire, then turns to a small
               Forestry pickup truck in f.g.


21.     EXT. GULLY AT PICKUP TRUCK - CLOSE SHOT

        The ranger puts his extinguisher in the truck, picks
        up the radio transmitter, pushes the switch.

                           RANGER
                    (Into mike)
               Number three to. D.O....Number three
               to D.O.

                           RADIO VOICE
               D.O. to number three..come in.

                           RANGER
               We're getting this under control.
               Won't need any more help.  Over.

                           RADIO VOICE
               Okay.  Send the tanker in, but you
               stand by until that thing cools off.
               Over.

                           RANGER
               I think somebody ought to check on it.
               Over.

                           RADIO VOICE
               Well, there's some fellows fishing at
               Pine Summit might be interested.  They
               probably saw it come down.  I'll let
               'em know...What's it look like?

        The Ranger glances in the direction of the meteor.


21a.    SPECIAL EFFECT - EXT. GULLY - METEOR

        At one end of the gully.  Mostly burried, but a thick,
        blunt, rounded end shows out of the loose sand and
        rock.  Massive.  On its surface are red-hot blurs,
        like fire under ashes.

                           RANGERS VOICE (o.s.)
               Can't get near enough to see it very
               well - it's too hot -- but it's a
               whale of a size!

        DISSOLVE:


22.     EXT. FISHING CAMP - GROUP

        Clayton Forrester, Pryor, Bilderbeck, sitting by the
        fire, eating.  All the makings of a meal are on a
        nearby box: coffee, rolls, butter, honey, canned
        fruit, fried tomatoes.  Extra helpings of fish simmer
        in the pan.  A beat-up station wagon lurches out of
        the darkness in b.g.  The three look up, surprised.
        Fiddler, the deputy ranger from the lookout post, alights.

                           FIDDLER
                    (Calling)
               I got a message for you.
                    (Moving in)
               You're the guys from Pacific-Tech,
               ain't you?

                           CLAYTON
               Right.

                           FIDDLER
                    (Eyeing pan)
               Looks like the fishing was good.

                           BILDERBECK
               Have some?

                           FIDDLER
                    (Eagerly - hitching
                     over a box)
               Well...I might just do that...!


23.     MED. CLOSE SHOT - GROUP

        Fiddler reaches for a plate, then helps himself
        liberally to everything in sight - most of the
        remaining fish, two rolls, a hunk of butter, coffee.
        The others stop eating and watch him.

                           FIDDLER
                    (Talking between grabs)
               It's about that meteor.  They say it's
               a whopper.  The District Officer phoned
               us at the lookout up on the summit.
               Thought you might be interested...
               It's ten or twelve miles from here -
               over by Linda Rosa.

                           CLAYTON
               Are they sure it's a meteor?  It
               didn't come down like one.

                           FIDDLER
                    (Gesturing with fish
                     on his fork)
               That's right - came down in kinda
               spurts, didn't it?
                    (Gobbles fish)
               You fellers'll have to figure it
               out.  You're scientists
                    (Puts down fork- plucks
                     cigarette from Bilderbeck's
                     shirt pocket)
               All I know - they say it's as big as
               a house and practically red hot.

                           CLAYTON
                    (To Bilderbeck)
               I'd like to borrow your car and take
               a look at it in the morning.

        Bilderbeck nods.  Pryor looks toward the plane in
        the meadow in b.g.

                           PRYOR
               We ought to get back to Pasadena.
                    (Gesturing)
               I can fly Bilderbeck down in your plane.

                           CLAYTON
               Okay, if he's willing.
                    (Grinning)
               The insurance is paid up.

        Bilderbeck takes a stick from the fire and holds it
        out to Fiddler, who is eating again, holding the
        cigarette.

                           BILDERBECK
               Want a light?

                           FIDDLER
                    (Glancing)
               No.  I'll smoke it later.

        He tucks the cigarette behind his ear and goes on
        eating.

        DISSOLVE:


24.     EXT. GULLY & DIRT ROAD - (EARLY MORNING)

        The meteor still lies in the gully, heat-hazed, a
        little thin smoke rising, burned grass and bushes
        in b.g.  On the bank of the gully, a woman is kodaking
        two kids against the b.g. of the meteor.  Beyond,
        a few old cars and a station wagon have pulled off
        the dirt road; nearby is Pastor Collins' three-year-
        old Plymouth.


25.     EXT. GULLY & DIRT ROAD - MED. SHOT - GROUP

        Sylvia is sitting behind the wheel in Pastor Collins'
        car.  The Pastor is talking to the uniformed Ranger.
        With them are Wash Perry, Alonzo Hogue, Salvador,
        Fiddler.  A handful of people is scattered in b.g.,
        eyeing the meteor, talking about it.

                          RANGER
                    (Pointing)
               It must have hit way up there, and
               then skidded along the gully.  When
               it stopped, all that loose earth and
               stuff shook down over it.

                          SYLVIA
               It's probably a stray from a swarm
               of meteors.

                          ALONZO HOGUE
                    (To Pastor)
               I reckon most of it's buried.

                          FIDDLER
               That's twelve feet thick, easy.
               Maybe more.

                          ALONZO HOGUE
               Meteors always run heavy.  They won't
               be able to haul this one away to no
               museum!
                    (Speculatively)
               It'll be a real good attraction for
               Sunday drivers.

                          WASH PERRY
               Better'n a lion farm or a snake pit.
               We won't have to feed it!

                          SALVADOR
               We sell the tamales, enchiladas -
               hot dogs!

                          FIDDLER
               Ice cream, cold drinks, souvenirs!

                          PASTOR COLLINS
               I think we should put up a few
               picnic tables...

                          ALONZO HOGUE
                    (Quickly)
               Naw, naw -- then they'd bring their
               own lunches!


26.     GROUP - OUTSIDE THE GULLY

        'BUCK' MONAHAN - in service station overalls - passes
        the group, carrying a shovel, headed for the meteor.
        In b.g. a convertible pulls off the dirt road.

                          FIDDLER
               What's the idea, Buck?  Gonna dig
               for gold?

                          BUCK
                    (Indicating meteor)
               This is gonna be like having a gold
               mine in our own back yard!

                          PASTOR COLLLINS
                    (To Sylvia)
               I'm going to get a closer look at it.

        The men come forward, PAST CAMERA.  Sylvia pulls out
        the car keys, reaches for her purse.  The convertible
        bumps up, stops.  The back is loaded with camping
        gear and clustered fishing rods.  Clayton Forrester
        gets out, looking toward the gully.  Sylvia glances
        at him as she starts after the others, opening her
        purse.  A faint ticking SOUND comes overscene.

                          CLAYTON
               Is that it over there?

                          SYLVIA
                    (Searching purse)
               Yes...ugly looking, isn't it.


27.     GROUP - FROM THE GULLY

        as Buck comes on toward the meteor with his shovel.
        Pastor Collins and the others pause to watch him.

                          BUCK
                    (Calling back)
               It's still pretty darned hot!


28.     MED. CLOSE SHOT - BUCK AND METEOR

        He shields his face, reaching out, probing with his
        shovel trying to determine the size of the meteor.


29.     TWO SHOT - CLAYTON AND SYLVIA - HIS CAR IN B.G.

        He is looking toward the gully.  She now has a ciga-
        rette.  They pause as she begins looking for matches.

                          SYLVIA
                    (Rummaging in purse)
               Did you see it come down?

                          CLAYTON
                    (Absently, studying
                     gully and meteor)
               Yes...I was fishing up in the hills.

                          SYLVIA
                    (Glancing back at car)
               You must have caught plenty with
               all that tackle!

                          CLAYTON
                    (Glancing, smiling)
               Oh - there were three of us.
                    (Starting forward)
               The others flew back in my plane.
                    (Pausing again - looking o.s.)
               I don't understand why a meteor this
               size didn't make a bigger crater.

                          SYLVIA
                    (Definite)
               It hit sideways and skidded in.

        He glances at her, a little amused.  She catches his
        eye.

                          SYLVIA (Cont'd)
                    (Easily)
               At least, that's what I think.  I
               don't really know.
                    (At purse)
               But the Ranger says a scientist is
               coming from Pacific-Tech.  He'll
               tell us.
                    (And then)
               Clayton Forrester.  Ever hear of him?

                          CLAYTON
                    (Looking o.s. - changing
                     the subject)
               What's that fellow over there trying
               to do - dig it out?

                          SYLVIA
                    (Over him, not hearing)
               He's top man in astro and nuclear
               physics.  He knows all about meteors!


30.     CLOSE SHOT - MOVING

        FAVORING Clayton, as they move on.  Clayton is
        secretly amused, and a little flattered.

                          CLAYTON
               You seem to know a lot about him.

                          SYLVIA
               Well, I did a thesis on modern scien-
               tists - working for my Masters degree.

                          CLAYTON
               Did it do you any good?

                          SYLVIA
               Why, sure -- I got it!  Do you have
               a match?

                          CLAYTON
               I'm sorry.  I don't smoke.

                          SYLVIA
                    (Going on, enthusiastic)
               Forrester's the man behind the new
               atomic engines.  They had him on the
               cover of 'Time'.  You've got to rate
               to get that!

                          CLAYTON
               Aw, he isn't that good...!

                          SYLVIA
                    (Protesting, stopping)
               How can you say that when you don't
               know him!


31.     TWO SHOT - CLAYTON AND SYLVIA

                          CLAYTON
               I do know him...slightly.

                          SYLVIA
                    (Interested at once)
               What's he like?

                          CLAYTON
               Like...ah...

        Clayton hesitates, points to himself.  She stares,
        then gets it.  For a moment she is provoked, then
        she bursts naturally into laughter.  He laughs with
        her.

                          SYLVIA
               Well, you certainly don't look like
               yourself in that get-up!
                    (Laughing still,
                     offering hand)
               But I am happy to meet you anyway.
               I'm Sylvia Van Buren.  I teach
               Library Science over at USC.

                          CLAYTON
               I didn't know how to stop you...!

                          SYLVIA
               I might have recognized you without
               the beard.  And you didn't wear
               glasses on the 'Time' cover!

                          CLAYTON
               They're really for long distance.
               When I want to look at something
               close...
                    (Removing glasses,
                     bending to her)
               I take them off.


32.     GROUP - FROM THE GULLY

        Buck is backing off, blowing running with sweat.
        Clayton and Sylvia approach from b.g.

                          GROUP - AD LIBS
                    (Kidding)
               You gonna quit? -- Roll up your
               sleeves, Buck! -- We thought you
               were gonna dig it out by yourself.

        Buck joins the group, wiping sweat.  CAMERA MOVES IN
        as Clayton comes up with Sylvia.

                          BUCK
               Boy - you could fry eggs on it!

                          CLAYTON
               All that sand will keep the heat
               in for a long time.

                          SYLVIA
                    (To Pastor Collins)
               Uncle Matthew...this is Dr. Clayton
               Forrester.
                    (To Clayton)
               My uncle - Dr. Matthew Collins, pastor
               of the Community Church.

                          PASTOR COLLINS
                    (Offering hand, pleased)
               Well-l...how do you do, Dr. Forrester!

                          CLAYTON
                    (Courteous - warm)
               How d'you do, sir?

                          SHERIFF'S VOICE (O.s.)
                    (Ecitedly calling)
               Hey - you!

        All look quickly.


33.     EXT. CLAYTON'S CAR - CLOSE SHOT - MOVING SHOT

        CAMERA is CLOSE and ANGLED DOWN in the back of the
        car.  Tucked along fishing and camping gear alongside
        a box of iced trout is an impressive Geiger counter,
        chattering furiously.  A signal light is flashing
        rapidly.  The Sheriff's hands reach for it.  CAMERA
        MOVES BACK and his face comes into SCENE, looking
        down at the counter.

                          SHERIFF
                    (Yelling off)
               What you got in here, feller?...It's
               ticking like a bomb!

        The SHOT WIDENS as Clayton enter with Pastor Collins,
        Sylvia, the Ranger and others.  Clayton reaches into
        the car and picks up a short pole-meter attached to
        the counter.  He swings it around.  The clicking
        slows.  He lifts the counter out, points the pole-
        meter at the gully.  The light flashes become a rapid
        blur, brilliant.  The chattering increases to a high-
        pitched buzz.

                          CLAYTON
                    (To Sheriff)
               This is a Geiger counter for detecting
               radio-activity.  We did a little sur-
               veying while we were up in the hills.
                    (Above SOUND of the counter -
                     looking o.s.)
               It's that meteor.

                          PASTOR COLLINS
               It's radio-active?

                          SHERIFF
               Look at this thing -- goin' crazy!

        He reaches for the Geiger.  Clayton lets him have it
        and remains looking toward the gully.  The SOUND of
        the Geiger counter continues over SCENE.

                          CLAYTON
                    (Puzzled)
               It's difficult to account for a
               reaction like that!

                          RANGER
                    (Moving in)
               Maybe we ought to keep people away
               from it, huh?

                          CLAYTON
                    (Quietly - thinking)
               Might be a good idea.

                          SHERIFF
               I'll post two-three deputies.  They
               can watch it don't start any more fires.


34.     CLOSE SHOT - CLAYTON, PASTOR & SYLVIA

                          CLAYTON
               You know, that meteor's either very
               light - which is unheard of! - or
               else it's hollow somehow.  If it were
               solid and heavy it would have made a
               tremendous crater when it landed.
                    (Suddenly)
               I think I'll stay around until it
               cools off.
                    (To Sylvia)
               If you could tell me of a place in
               town --
                    (Strokes his chin)
               -- I'd like to clean up.

                          PASTOR COLLINS
               I'd be delighted if you'd stay at
               my house, Doctor Forrester.

                          CLAYTON
               Thank you.
                    (Looks toward meteor)
               It probably won't be cool for another
               twenty-four hours.
                    (To Sylvia)
               What do people do around here on a
               Saturday?

                          SYLVIA
                    (Returning his smile)
               They don't do much of anything...!

                          PASTOR COLLINS
               There's a square dance at the social
               hall this evening.

        DISSOLVE:


35.     OUT


36.     INT. SOCIAL HALL, LINDA ROSA - (NIGHT)

        Very CLOSE on Fiddler Hawkins, sweating, calling the
        dance, holding violin.

                          FIDDLER
                    (Raucous)
               A hickory limp and an ole burned stump -
               Go meet your honey and everybody jump!

        CAMERA PULLS BACK.  Fiddler wears Levis, embroidered
        shirt.  With him is a guitar player in a dress-up
        Western outfit.  Everybod's stomping.  Girls in
        tight bodices, swirling skirts, bows in their hair,
        Men in T-shirts, suits and shirtsleeves, Levis, fron-
        tier pants and cowboy boots.

                          FIDDLER (Cont'd)
               Now promenade two and promenade four -
               Promenade that pretty gal all around
                  the floor.

        CAMERA PICKS UP Clayton and Sylvia promenading arm in
        arm in a SET which includes the Sheriff.  Clayton
        wears tan gabardine slacks, fresh shirt, tie with a
        Western motif.  He is clean-shaven.  Sylvia wears a
        forget-me-not cotton print, with style to it.  Clayton
        is not an accomplished square dancer, but he isn't bad.
        Sylvia checks his wrong move in response to the next
        rollicking call.  He laughs.  They both enjoy this.

                          FIDDLER'S VOICE
               Now face your lady and make a bow,
               She's a pretty one you'll allow!
               Point the heel and point the toe -
               Now you're makin' a do-si-do.
               Mom - there's a chicken in the bread-bin
               A-peckin' at the dough!
               One more change and on we go.

        DISSOLVE:


37.     SPECIAL EFFECT - EXT. GULLY - METEOR - (NIGHT)

        No smoke now.  Its appearance is otherwise unchanged.


38.     EXT. GULLY - MED. SHOT - (NIGHT)

        Wash Perry, Alonzo Hogue, Salvador.  Behind them, two
        old cars are parked not far from the gully.  A small
        fire burns on the open ground.  The three men step
        forward toward the gully, peering through the dark-
        ness.  Salvador swiches on a flashlight.


39.     SPECIAL EFFECT - EXT. GULLY - CLOSE SHOT - METEOR

        Still, ominous, as the flashlight hits it.


40.     CLOSE SHOT - WASH, SALVADOR, ALONZO

        They MOVE toward the gully, Salvador playing the
        flashlight ahead.  As they pause on the edge of
        the gully, he cuts the light.

                          ALONZO HOGUE
               Looks almost cold now, don't it?

                          WASH PERRY
               That won't start no more fires.  We
               might's well go home.

                          ALONZO HOGUE
                    (Spitting - starting away)
               Yeah.  No sense stayin' out here.

                          WASH PERRY
                    (Following him)
               Let's go.

        As they start away, CAMERA MOVES CLOSE on Salvador.
        He raises the flashlight for a last look at the
        meteor and pops it on directly into the LENSE.

                          SALVADOR
                    (In alarm)
               Hey - it's movin'!


41.     SPECIAL EFFECT - EXT. GULLY - MED. SHOT - REVERSE SHOT -
        THE THREE

        Alonzo Hogue and Wash Perry, f.g., whirl and go back
        to Salvador.  Beyond them in the gully, the meteor
        is lit by Salvador's flashlight.  Something is moving
        on top of it.


41a.    CLOSE THREE SHOT

        Eyes popping as they stare off at the meter.


41b.    SPECIAL EFFECT - METEOR

        Thin gray clinker is dropping off in flakes.  The
        rounded top is turning.  A thread of bright metal
        appears between the moving top and the body.


42.     MED. CLOSE THREE SHOT - (MOVING SHOT)

        They start to back off.

                          ALONZO HOGUE
               It's a bomb!

                          SALVADOR
               It don't go off last night --
               it's going off now!

                          WASH PERRY
               It's an enemy sneak attack.  Let's
               get outta here!

                          ALONZO HOGUE
                    (Stopping them)
               Wait a minute - wait a minute!....
               Bombs don't unscrew.

                          WASH PERRY
                    (Backing away again)
               It's no meteor, that's for sure!

                          ALONZO HOGUE
                    (Backing away too)
               Darnedest thing I ever saw - the way
               that's unscrewing!

        Salvador only stares as they all retreat.


43.     SPECIAL EFFECT - METEOR - (MOVING SHOT)

        CAMERA MOVES SLOWLY BACK.  The top segment of the
        meteor is turning steadily.  The band of bright
        metal is rapidly growing wider, serrated, greenish-
        white.

        DISSOLVE:


44.     INT. SOCIAL HALL - SIDE LINES - (NIGHT)

        Favoring Sylvia, sitting on a bench against the wall,
        fanning herself with a lace handkerchief.  Clayton
        comes to her between guys, wiping sweat.  Girls fix-
        ing shaken hair-do's.  People arguing about who ruined
        the square.  Clayton has two soft drinks with straws,
        hands one bottle to Sylvia, drops on the bench beside
        her.  Fiddler's VOICE comes over SCENE.

                          SYLVIA
                    (Taking bottle)
               Thank you, Doctor Forrester...
                    (Glancing)
               You having fun?


45.     DANCE FLOOR

        SHOOTING past Clayton and Sylvia.  He is sweating.
        Beyond them, hearty dancers are going to town.

                          CLAYTON
               Yes.  And you know what I was thinking?
                    (Wiping sweat - eyeing
                     dancers)
               If we could gather all the energy
               expended in just one square dance,
               we could send that meteor back to
               where it came from.

        DISSOLVE:


46.     OUT


47.     SPECIAL EFFECY - EXT. GULLY - METEOR (MOVING SHOT)

        CAMERA MOVES IN slowly.  The bright band of metal
        is now almost two feet wide.  Suddenly the rotating
        section falls away like a shell, uncovering bright
        metal within the opening.


48.     MED. CLOSE SHOT - WASH, SALVADOR & ALONZO

        CAMERA MOVES WITH THEM as they inch forward toward
        the gully.  A faint, reddish light catches their
        faces.  Salvador flicks the spotlight on.


49.     SPECIAL EFFECT - MED. SHOT - METEOR OPENING

        The metal sheath within the opening parts, shutter-
        like, allowing vivid, reddish light to glow upward
        from the interior.  A HISSING SOUND comes from
        the meteor.


50.     CLOSE THREE SHOT

        They stare, fascinated.  The SOUND dies away.


51.     SPECIAL EFFECT - MED. FULL SHOT - METEOR

        The light in the opening dims.  Something begins to
        appear from inside, revolving about, making a WHINING
        SOUND.  Dimly seen, it emerges.  It is flattened,
        hooded, with faintly-luminous openings -- almost
        cobra-like.  It turns as if scanning the area --
        snout glittering.


52.     OUT


53.     THREE SHOT

        Wash, Alonzo and Salvador move forward cautiously,
        warily watching the meteor.

                          WASH PERRY
               Must be somebody in there.

                          SALVADOR
               Who?  Where d'you think they come from!

                          WASH PERRY
               How would I know...!

                          ALONZO HOGUE
                    (Significantly)
               I read someplace - Mars is near
               the earth right now.

        They look at him - all getting the same idea.

                          ALONZO HOGUE (Cont'd)
               Happens every eighteen or twenty
               years, they say.
                    (Softly)
               Men from Mars - whaddya think?

                          SALVADOR
                    (Uneasily)
               Maybe these are not men - not like us.

                          WASH PERRY
               Everything human don't have to look
               like you and me....

                          ALONZO HOGUE
               If it's men from Mars, we ought to
               let 'em know we're friendly!

                          SALVADOR
                    (Quick - warning)
               Don't fool around with something
               when we don't know what it is!

                          WASH PERRY
               We'd be the first to make contact
               with 'em -- see?

                          ALONZO HOGUE
                    (Sharp - suggesting)
               We'd be in all the papers!

                          WASH PERRY
                    (Eagerly)
               Hey, how about that!

                          ALONZO HOGUE
               We could show 'em we're friendly,
               huh?  Walk out there with a white
               flag!
                    (Turning)
               Here - I got an old sugar sack in
               my car!

        He leaves the two and runs back to his car and gets
        the sack and rips it open.  He picks up the shovel
        discarded earlier by Buck, starts to tie the sack
        to it.

                           SALVADOR
                     (In f.g. - to Wash.)
                What'll we say to 'em?

                           WASH PERRY
                Welcome to California!

        Alonzo Hogue rejoins them, swinging his white flag
        from side to side as they look off toward the meteor.


54.     SPECIAL EFFECT - METEOR OPENING

        Now the shape is extended on a flexible, glistening
        shaft, revolving about.


55.     CLOSE SHOT - THE THREE   (MOVING SHOT)

        They begin to smile as they move forward over the
        rough ground.  Salvador doesn't like it too well,
        but he comes along.

                           SALVADOR
                How they gonna understand us?

                           ALONZO HOGUE
                We'll talk in sign language.

                           WASH PERRY
                     (Bolstering his own
                      feelings)
                They'll understand us, all right!

                           SALVADOR
                     (Reassuring himself)
                Sure, sure!  Everybody understands
                you wave the white flag, you wanna
                be friends.


56.     0UT.


57.     SPECIAL EFFECT - CLOSE ON HOODED SHAPE ON SHAFT

        Revolving around.  Then it seems to zero in the
        direction of the approaching group.  A light begins
        to flicker within the head mechanism.


58.     MED. FULL SHOT - GROUP & COBRA-HEADED SHAPE

        CAMERA FRAMED over the mechanism in f.g.  Beyond, on
        the edge of the gully, the three men spread out.
        Alonzo holds the flag high.  Wash lifts his Panama hat.
        Salvador waves a handkerchief.

                           WASH PERRY
                Hey, there - open up!

                           ALONZO HOGUE
                Come on out!  We're friends!

                           SALVADOR
                     (Nervous - open-armed)
                That's right!  We welcome you.


59.     SPECIAL EFFECT - CLOSE SHOT - COBRA HEAD

        The glittering light within the hood brightens and
        begins to glow red and yellow.

                           WASH PERRY'S VOICE (O.S.)
                We're friends!

                           SALVADOR'S VOICE (O.S.)
                Yeah - all friends here!

        A blinding flash - red, orange, yellow, spits from the
        hooded shape, obliterating everything.  An unearthly
        SCREAM accompanies it.


60.     SPECIAL EFFECT - EXT. GULLY - THREE MEN & METEOR

        A REVERSE ANGLE across Wash Perry, Salvador and
        Alonzo Hogue to the hooded shape beyond.  The blast of
        the heat-ray - pulsating, glaring - outlines them
        momentarily as stark silhouettes, then engulfs them
        in searing flames.  As the horrible SCREAMING reaches
        a crescendo, the men become incandescent, glowing,
        then crmpling.

        DISSOLVE:


60a.    INT. SOCIAL HALL

        Favoring Clayton and Sylvia, near the climax of a set.

                          FIDDLER'S VOICE
               Here we come with the old mess wagon,
               The hind wheel off and the axle draggin'...

        Every light cuts off.  The music FADES OUT.  The sets
        break up.  People bump into one another.

                          SQUARE DANCERS
                    (Ad lib)
               What's the big idea? - Who's monkey-
               ing with the lights? - Get your hand
               outa my pocket! - Where's the fuse
               box?

        A girl titters shrilly as a boy hugs her.

                          FIDDLER'S VOICE
               No smoochin' in the dark, folks!


61.     NEAR REFRESHMENT COUNTER

        Someone lights a candle and puts it in a bottle.
        Dancers are milling, laughing, kidding.  Zippy is at
        a pay phone on the wall, between the counter and the
        door to the street.  Clayton and Sylvia move into
        scene.  The Sheriff pushes past them.

                          FIDDLER
                    (At a window)
               Hey, look! - look!  Every light in
               the town's gone out.

                          SHERIFF
                    (To Zippy)
               Call the electric company.  See what
               happened.

                          ZIPPY
                    (Jogging receiver)
               The phone's gone dead!

                          CLAYTON
                    (To Sylvia, glancing)
               The phone's not on the same circuit
               as the lights.


62.     GROUP

        Shooting out from the refreshment counter, favoring
        an elderly man and his wife.

                          ELDERLY MAN
               What they sayin', honey?
                    (Removing ear-plug)
               Somep'n's gone wrong with my hear-
               ing aid!

                          PASTOR COLLINS
               Well, we always play 'Goodnight, Ladies'
               at twelve o'clock, anyway.
                    (Reaching for pocket watch)
               It must be nearly that now - My watch
               has stopped.

                          SHERIFF
               I got the time.
                    (At wrist-watch)
               No - mine's stopped, too!

                          ZIPPY
               So's mine!

                          CROWD - AD LIBS
                    (Looking at watches,
                     shaking them)
               Jeepers, mine ain't workin', either!
               What is this? - Hey, look, the clock's
               stopped - My watch isn't going - How
               could this happen!


63.     GROUP - CLAYTON, SYLVIA, SHERIFF, PASTOR COLLINS IN F.G.

        Clayton looks at his watch, then at Sylvia's.  He
        slips off his own.

                          SYLVIA
               They've all stopped at the same
               time.

                          CLAYTON
               There's only about one explanation
               for a thing like this..Got a pin?

        She reaches under the lapel of the Pastor's jacket,
        hands a pin to Clayton.  He puts it on the counter,
        then brings the case of his watch near it.


64.     INSERT: WRIST-WATCH AND PIN

        The pin leaps at the watch-case, drawn magnetically.

                          CLAYTON'S VOICE
               See that?  My watch is magnetized.

        Sylvia's hands come INTO SHOT as she slips off her
        wrist-watch to try it against the pin.


65.     GROUP - FAVORING CLAYTON

        Everyone starts to test watch cases against bobby-
        pins, hairpins, exclaiming.

                          CLAYTON
               That's what knocked the phones
               out, too.

                          SHERIFF
               How could it happen to everybody's
               watch together?

                          CLAYTON
                    (Over him)
               Have you got a pocket compass?

        The Sheriff produces one in a case.  Clayton sets it
        on the counter.  They bend to watch the needle.

                          SHERIFF
                    (Sharply)
               That needle ain't pointing north!

                          CLAYTON
               It's pointing out to the gully -
               where that meteor came down.

        The thin SCREAM OF A SIREN sounds O.S.  Everyone starts
        for the doors.


66.     EXT. MAIN STREET, LINDA ROSA

        Shooting from the entrance of the social hall, as
        people pile out, Clayton, Sjlvia and Pastor Collins
        with them.  The town is completely blacked out.  The
        only visible light is from a police car, using hand
        siren and red blinker.  Its headlights silver the
        dark streets as it races up.

                          SYLVIA
               How does it happen cars are
               running?

                          CLAYTON
               Automobile ignitions are
               insulated.

        Brakes screech.  The car pulls over, stops.  A COP -
        middle-aged, solid - tumbles out.

                          COP
               Sheriff!  What's goin' on?

                          SHERIFF
                    (Hurrying to him)
               I don't know no more'n you, Joe.

                          CLAYTON
                    (To Sylvia and Pastor
                     Collins, moving away)
               Excuse me...

                          COP
                    (Pointing)
               Look at the fire out there!


67.     SPECIAL EFFECT - THEIR VIEW

        Beyond houses and hilltops, the glow of a fire, four
        miles away.


68.     EXT. SOCIAL HALL - BY THE COP'S CAR

        The COP and the Sheriff gazing out as Clayton joins
        them.  Everyone staring with them.

                          SHERIFF
                    (To Clayton)
               Let's go see!

        They get into the car.  Sylvia watches it go.  SOUND
        of motor and siren over SCENE.  The group breaks up
        as people run to their cars.

        DISSOLVE:


69.     EXT. OUTSIDE GULLY - DIRT ROAD - (NIGHT)

        The police car bumps toward us, blinker working.
        The SIREN DIES.


70.     SPECIAL EFFECT - DIRT ROAD - MED. SHOT

        CROSS ANGLE.  As the Police car comes to a stop,
        Clayton and the Sheriff hop out downstage, the Cop
        gets out on the driver's side.  Behind the car,
        bushes are blazing.  Above, on the hilltop, the
        Martian heat-ray has left a line of fire which
        streatches straight into the night.  In its path,
        some way off, a transmission tower has fallen,
        partly melted, high-tension wires trailing, still
        sparking.

                          CLAYTON
                    (Looking toward fallen tower)
               That explains why the lights went out!

        The Cop, standing beside the spotlight, looks off.

                          COP
                    (Pointing)
               What the bejeepers went on here?
               Look at their cars...!


71.     EXT. DIRT ROAD - REMAINS OF CARS

        The cars belonging to Fiddler and the others are gray,
        ashy shapes, collapsed.  Hardly recognizable except
        for their tires, which leave a darker residue.  Bushes
        and grass are still burning around.


72.     CLOSEUP - COP

        Jittery, he reaches for the spotlight and snaps it
        on toward the gully.

                          COP
               And look there!


73.     EXT. ROAD & GULLY - GROUP & METEOR

        A REVERSE ANGLE over the men to the meteor in the
        gully.  The beam of the Cop's spotlight sweeps over
        the smoldering bushes and rough ground, striking the
        bottom of the meteor and then returning to something
        on the edge above the gully.


73a.    CLOSE TWO SHOT - CLAYTON & SHERIFF

        The Sheriff wets his suddenly dry lips, gazing PAST
        CAMERA.  Clayton looks with him.


74.     WHAT THEY SEE ON THE EDGE OF THE GULLY - CLOSEUP

        Three shallow piles of gray ash, man-shaped, lie on
        the bare and blackened earth, held in the spotlight.


75.     MED. CLOSE SHOT - CLAYTON, SHERIFF & COP

        Looking PAST CAMERA.

                          CLAYTON
                    (To Cop)
               People in town started to follow
               us out.
                    (Looking toward gully)
               Don't let them come anywhere near here.
                    (Suddenly authoritative -
                     loud)
               Get going!


76.     SPECIAL EFFECT - CLOSE SHOT - METEOR

        The hooded shape on its flexible shaft now rears
        twelve or fifteen feet above the meteor.  The cobra-
        head is turning, zero-ing toward the road.  It begins
        to glitter inside the hood.


77.     EXT. ROAD - MED. SHOT

        The Cop is diving into the car in panic.

                          CLAYTON
               Kill that spotlight.  Turn off
               your headlights!

        The cop cuts all the lights, backs around and takes
        off the way he came, CAMERA PANNING with him.


77a.    CLOSE SHOT - CLAYTON & SHERIFF

        The SOUND of the SCREAMING of the heat-ray whirls them
        about as the reddish light glows on their faces.

                          CLAYTON
                    (Sharp - to Sheriff)
               Jump!  Get under cover!!

        They dash off in the direction taken by the car.


78.     SPECIAL EFFECT - EXT. DIRT ROAD - MED. FULL SHOT

        A REVERSE ANGLE, SHOOTING along the road toward the
        gully.  The meteor is concealed behind a knoll.
        Clayton and the Sheriff, b.g. race down the road
        to f.g. and dive into a ditch as the superheated
        glare of the heat-ray swings from the gully toward
        them.  The SCREAM is ear-splitting in intensity.


79.     SPECIAL EFFECT - CLOSE SHOT - CLAYTON & SHERIFF

        The ray SCREAMS over their heads.  It holds above
        the ditch.  Throbbing.  Its reddish glare blinding.


80.     SPECIAL EFFECT - HEAT-RAY - COP'S CAR - FULL SHOT

        The car turns incandescent as the ray envelopes it,
        still going forward.  It turns ashy gray.  Hits
        a boulder on the shoulder of the road and breaks
        up into a spray of ashes.


81.     EXT. DITCH - CLOSE SHOT - CLAYTON & SHERIFF

        A REVERSE ANGLE on them huddled low as the ray
        cuts off.  They whirl about toward the meteor.

                          SHERIFF
                    (Wild)
               What is that gizmo?!

                          CLAYTON
                    (Controlled)
               I think that - gizmo - is a machine
               from another planet.

                          SHERIFF
                    (Shaken)
               We better get word to the authorities
               and --
                    (Gazing up)
               Look!


82.     SPECIAL EFFECT - SKY & SECOND METEOR - FULL SHOT

        Beyond the burning grass, another meteor is spurting
        down the sky, bright and burning green.


83.     CLOSEUP - CLAYTON & SHERIFF

                          CLAYTON
               Sheriff - you'd better get word to
               the military.  You're going to need
               them out here!


83a.    SPECIAL EFFECT - EXT. GULLY - CLOSE SHOT

        The hooded shape revolves about, searching.  Its
        snout glitters and glows alternately as it searches
        for a target.

        FADE OUT.

        FADE IN:


84.     QUICK CUTS - MARINE TRUCKS & JEEPS - (NIGHT)

        a.     Main Street, Linda Rosa.  No lights.  No neon
               signs.  Three trucks smash through the town.
               Loaded with Marines.

        b.     Low CAMERA - jeeps.  A Machine-gun jeep is
               charging over the crest of a low hill, drop-
               ping to lower ground.  Another follows.  Guns
               and helmeted men are silhouetted against the
               sky.

        c.     Two personnel trucks rolling fast, parting
               where dirt roads cross.

        DISSOLVE:


85.     EXT. BLACK-TOP ROAD & T-CROSSING - (NIGHT)

        Beyond is a. windbreak of eucalyptus trees and a low
        earth bank.  Parked on the side road is a remote-
        control truck from the KGEB radio station.  A few
        reporters and cameramen are on the black-top road,
        gazing out over open ground toward the gully.

        CAMERA favors the KGEB REPORTER - ex-newsman, high-
        wire and alert, sharkskin suit and Panama hat.  He
        has a portable mike, is interviewing PROFESSOR
        OGILVY - a youngish, half-bald intellectual.  Clayton
        stands by.  Near them is the Sheriff and Marine
        COLONEL HEFFNER - easy-mannered, tough.

                          KGEB REPORTER
                    (At mike)
               ...The area is under control of the Marines
               from El Toro Base, and the gully is under
               close observation...And now -- here is
               Professor Ogilvy from the Canadian Meteor-
               ological Research Council!
                    (To Prof. Ogilvy -
                     extending mike)
               Is it true you've had reports about land-
               ings in other places, Professor?

                          PROF. OGILVY
               Yes.  In Bordeaux, France.  Some from
               Spain.  There's supposed to be one down
               near the Gulf of Taranto, Italy.  We're
               still trying to locate the second meteor
               that dropped in this vicinity just about
               midnight.

                          KGEB REPORTER
               D'you think they come from Mars?

                          PROF. OGILVY
                    (Deferring)
               What do you think, Doctor Forrester?


86.     MED. CLOSE SHOT - GROUP

        KGEB man and his mike f.g., catching the faces of
        Colonel Heffner, the Sheriff, Prof. Ogilvy, Clayton
        and reporters who are listening.

                          CLAYTON
               It's possible.  At least, it seems
               certain they're from some other
               planet than our own.

                          PROF. OGILVY
               Recently Mars and our earth were in
               conjunction --
                    (Adds)
               -- in line.  This could account for
               the extended radio interference lately.

        DISSOLVE:


87.     EXT. CORNER RADIO STORE, LOS ANGELES - (NIGHT)

        A cheesy, sleazy store.  They sell radios, TV and
        musical instruments.  Big signs in the windows.  A
        console in the doorway.  A bunch of bums hanging
        around, listening.

                          CLAYTON'S VOICE
                    (Over radio)
               In fact -- if they are from Mars -- it
               is possible they first made landings on
               the moon and used it as an observation
               post!

        A bum with an unlighted stub of a cigar takes it
        out, backs off, looking up at the sky.  Others look
        with him, then at one another.

                          KGEB REPORTER'S VOICE
                    (Over radio)
               That makes the old moon appear a
               lot less friendly, sir.

                          FIRST BUM
                    (Half-whispering)
               This a gag?

                          SECOND BUM
                    (Listening)
               Shaddap...!

                          KGEB REPORTER'S VOICE
               Suppose they are Martians, Professor.
               What would they look like?

        DISSOLVE:


88.     INT. WELL-TO-DO HOUSE - (NIGHT)

        SHOOTING past a group of well-dressed people eating a
        supper snack from a big coffee table by a picture win-
        dow.  Through this we can see Los Angeles spread out
        below, neons glowing like jewels.  The group is
        listening attentively to a radio.

                          KGEB REPORTER'S VOICE
                    (Continuing his questioning)
               Bigger than us?  Smaller?

                          PROFESSOR OGILVY'S VOICE
               Well, as to Martians -- our gravitational
               pull would weigh them down.  Our heavier
               air would oppress them....

                          KGEB REPORTER'S VOICE
               But d'you think they'd be breathing
               creatures like us?  What about hearts
               and blood and all that?

        A bird-brained blonde moves into SCENE, staring.

                          PROF. OGILVY'S VOICE
               My field is limited.  Doctor Forrester
               could tell you much more.

                          BLONDE
                    (Over Prof. Ogilvy)
               Oh, how dull - everybody listening to
               the radio!

                          BIG GUY
                    (Grabbing her)
               Qui-et!  Siddown!

                          PROF. OGILVY'S VOICE
               But if they are Martians, and if they do
               have hearts, they'd almost certainly beat
               at a slower rate.  Their veins might
               be distended....

        DISSOLVE:


89.     EXT. CONVERTIBLE - CLOSE SHOT - (PROCESS - NIGHT)

        San Francisco, with the Golden Gate Bridge and City
        behind.  A BOY driving, smooching a GIRL.

                          CLAYTON'S VOICE
                    (Over car radio)
               Their senses could be quite different
               from ours, of course.  They may, for
               instance, be able to smell colors.
               There is precedent in our own evolution
               to make it possible that they have
               more than one brain...

        The boy reaches to cut off the radio - he wants
        to smooch.  The girl stops him.  He is annoyed.

                          KGEB REPORTER'S VOICE
               You mean two?  Three?  More, maybe?

                          CLAYTON'S VOICE
               It's only speculation.

                          KGEB REPORTER'S VOICE
               Think of that, folks!  Now, Doctor
               Forrester - what about these meteor
               machines?

                          CLAYTON'S VOICE
               They're probably controlled by jets
               after they enter our atmosphere... And
               navigated by some form of gyroscope
               mechanism.

        DISSOLVE:


90.     INT. SIDEWALK LUNCH COUNTER, SAN DIEGO - (NIGHT)

        CAMERA is CLOSE on a picture of a battleship, then
        PULLS BACK revealing a poster:  SAN DIEGO ARENA -
        BOXING.  The SHOT WIDENS to show local fishermen,
        a couple of Navy sailors, a few girls - grouped by
        a small portable radio on the counter.

                          KGEB REPORTER'S VOICE
               Is it true that all the phones went
               out and everybody's watch stopped
               around here?

                          CLAYTON'S VOICE
               That was, I imagine, the effect from
               some electro-magnetic force in the
               heat-ray they used.

        DISSOLVE:


91.     T-CROSSING - GROUP

        The KGEB Reporter, Clayton, Prof. Ogilvy, Colonel
        Heffner.  Newspaper men have moved closer, listening.

                          KGEB. REPORTER
               Can you tell us anything about this
               plane that's coming over, Colonel?

                          COLONEL HEFFNER
               It'll drop a flare -- that's the only
               way we dare put a light on them.  Then
               Air Force cameramen will get pictures.

                          KGEB REPORTER
               That was Marine Colonel Ralph Heffner...
                    (In a confidential tone)
               There's been a lot of mysterious activity
               around the machine.  Lights and dust, as
               if they are digging themselves out.
                    (Shimmering light
                     hits his face)
               There it comes again!


92.     SPECIAL EFFECT - EXT. GULLY - FULL SHOT

        A shuddering, blue-green light shows in the distance,
        tinting nearby hills.

                          KGEB REPORTER'S VOICE
               If this keeps up, it'll be a guide
               for the plane when it comes over.


93.     FLASHES - FOXHOLES & OBSERVATION POSTS

        Groups dispersed under cover, relaxed but alert, all
        watching the gully.

        a.     Two mortar teams in a dry riverbed.

        b.     Marine lieutenant and a sergeant with binocu-
               lars, behind a low revetment.

        c.     Machine-gun unit in a foxhole.

        d.     Infantrymen, alert and watchful.


94.     EXT. T-CROSSING - MED. SHOT - GROUP

        KGEB Reporter f.g., Clayton, Colonel Heffner and
        Sheriff just beyond him.  Reporters and cameramen
        line out along the road, waiting.  The SOUND of
        the plane OVERSCENE.  Its motor cuts off and on
        again.

                          KGEB REPORTER
                    (In a sharp whisper)
               Is that the plane now?

                          COLONEL HEFFNER
                    (Looking up, quietly)
               Yes!  He's signalling.

                          KGEB REPORTER
                    (Into mike)
               The pilot has just blipped his motor.
               That means he's dropped the flare.
               He's flying high, and it'll take a
               few seconds to come down.  When it
               does burst, we shall be the first men
               on earth to get a real look at these
               invaders from space - whoever they
               are!  And there's the flare!


95.     SPECIAL EFFECT - EXT. GULLY - FULL SHOT

        The flare throws a cone of high-visibility light.
        The Martian meteor has been cleared of dirt, stripped
        of its oxydized shell.  It is an oblong cylinder.
        from the center of it, the hooded shape on the flex-
        ible shaft has been pushed high, like & guarding
        sentinel.


96.     SPECIAL EFFECT - EXT. GULLY - MED. CLOSE SHOT

        The hooded shape rears back on its flexible shaft,
        angling up.  The snout glitters, begins to glow,
        brilliant, reddish.  Then the heat-ray SCREAMS as
        it lashes up into the sky.


97.     EXT. T-CROSSING - MED. SHOT - GROUP

        Clayton, the KGEB reporter and other watching the
        sky tensely.  The reporter has stopped gabbing, his
        microphone forgotten.  The blue-white glare of the
        flare, mingled with the reddish glow of the heat-
        ray, alternate in flickers over SCENE.

                        KGEB REPORTER
                  (Suddenly remembering mike)
             They're after the plane with their rays!


98.     SPECIAL EFFECT - EXT. SKY - FULL SHOT

        The SCREAMING heat-ray lashes across the sky.
        Writhing, seeking its target.  It licks the flare
        into oblivion, then whips downward toward the ears
        and swings at us.


99.     EXT. BLACK-TOP ROAD & T-CROSSING

        Everybody dives for cover.  The glare of the ray turns
        everything fiery red.


100.    EXT. FOOT OF EUCALYPTUS TREES - GROUP

        The Colonel and the KGEB reporter flatten out to-
        gether behind the low earth bank.  Burning twigs
        and leaves fall about them.  Clayton cranes to look
        out with the Colonel.  The reporter yaks into his mike.

                        KGEB REPORTER
             Well, here we are in ---
                  (Pulls at charred end of
                   mike cable - looks out)
             Hey!  They cut me off.  They got
             my truck!

                        COLONEL
             It looks like they're going to come
             out of that gully pretty soon ...!
             We'd better build a shelter and be
             ready when they do.

                        CLAYTON
             You're going to need plenty of
             reinforcements.

                        COLONEL
             We'll get 'em.
                  (Calling off)
             Lieutenant.

        DISSOLVE:


101.    QUICK CUTS & FLASHES - (NIGHT)

        Troops and armament racing into the Linda Rosa
        district:  Trucks -- tanks -- weapons carriers --
        half-tracks jeeps -- rocket lauchers.


102.    EXT. COMMAND POST REVETMENT - (NIGHT)

        A huge truck loaded with troops thunders past CAMERA.
        Its passing uncovers the hastily erected sandbag revet-
        ment for the command post.  Nearby is an ambulance, a
        Red Cross canteen truck with two women in uniform
        working, several jeeps waiting with motors running.
        Two jeeps start away in different directions.  A jeep
        rolls into SCENE, laying wire.


103.    CLOSER ANGLE

        Sylvia is at the rear corner of the revetment, holding
        a tray of coffee mugs and doughnuts.  She pauses to
        watch more vehicles move past.  She has changed out
        of her dance frock into a tailored dress.  She has a
        Red Cross armband.  CAMERA PICKS UP Clayton coming
        from within the revetment inclosure.

                         CLAYTON
                   (Pausing beside Sylvia)
              The troops are certainly moving in here!

                         SYLVIA
              Didn't you have something to do with
              this?  I know you sent word to the
              Sixth Army Command!

                         CLAYTON
                   (Taking coffee tray -
                    turning back with it)
              I just told them the local situation.
              Colonel Heffner's in full charge now.

                         SYLVIA
                   (Pausing - looking around)
              You never know where you're going to
              wind up when you go to a square dance!


104.    INT. COMMAND POST REVETMENT - (NIGHT)

        An opening in the sandbag breastwork for observation
        high in the forward end.  Storm lanterns provide
        light.  A huge tarpaulin is stretched over the revet-
        ment as a roof and pulled down to cover the opening,
        which overlooks the Martians in the gully beyond.

        A field telephone switchboard and field telegraph
        have been set up.  On some boxes is an enlarged con-
        tour map of the immediate territory, showing Linda
        Rosa, surrounding roads, the site of the Martian
        pit.  A LIEUTENANT and a sergeant work on this map,
        placing units as they report in position.  A CAPTAIN
        is on the phone.  Communications men at other phones
        constantly pass messages.  A sergeant operates a
        telegraph key.  All are in full battle dress.  The
        atmosphere is alive, tense.  There is constant b.g.
        action of dispatch bearers coming and going.

        As Sylvia and Clayton come in, the Colonel is brief-
        ing officers at the map.

                          COLONEL
               Locate your observation post on this
               hill.  Position your recoilless 75's
               back here - Caroon Canyon.
                    (To another officer)
               I want your battery here.  You may
               find at daylight that you're too
               exposed -- so keep your prime movers
               ready to pull you out fast.
                    (Smiling)
               But you'll get first crack at 'em.

                          A CAPTAIN
               That'll suit me!  That all, sir?

                          COLONEL
               Yes.
                    (As the lieutenant
                     hands a phone)
               Report when you're set up.

        Sylvia passes around coffee and doughnuts.  Clayton
        takes two mugs, bringing one across to the Colonel.

                          COLONEL
                    (At phone)
               Half-tracks?...Okay.  Get in back
               of hill Thuh-ree.  Follow up from
               there if it's a moving target...
               Roger!

        He takes coffee from Clayton with one hand and a
        Signal Corps message with the other.

                          COLONEL
                    (To Clayton)
               They've located that second meteor.
                    (Passing message to
                     Lieutenant)
               Mark it up.


105.    BY THE MAP

        As Pastor Collins comes in, wearing a Civil Defense
        arnband.  The Sheriff follows, pausing to reach for
        doughnuts and coffee.  The lieutenant marks another
        Martian pit about five miles west, toward Whittier.
        He draws a line linking it with the Martians in the
        gully.

                          COLONEL
                    (To Clayton, poiting
                     to map)
               There's one - there's the other,
               and we're right between them!

                          PASTOR COLLINS
                    (Moving in)
               So is the town, I notice!

                          COLONEL
               I warned you Civil Defense people
               to be ready if you have to evacuate.

                          PASTOR COLLINS
               I just came to tell you - everyone
               has been alerted.

        The Colonel's glance is caught by something o.s.  He
        stiffens to attention.

                          GENERAL MANN'S VOICE (o.s.)
               As you were...


106.    INT. REVETMENT

        SHOOTING toward the rear as GENERAL MANN comes in --
        fiftyish, clipped mustache, wearing neat khaki.
        Carries field glasses.  His aide, a young MAJOR,
        follows him.

                          COLONEL
                    (Moving to meet him)
               General Mann -- I was told to expect
               you, sir.  I'm Colonel Heffner.

                          GENERAL MANN
                    (Smiling briefly)
               I'm here to make up a report, not to
               interfere with the operations you've
               set up.  You're still in command.
                    (Suddenly - warmly)
               Clayton Forrester!
                    (Shaking hands)
               I haven't seen you since Oak Ridge.

                          CLAYTON
               Good to see you, General.
                    (Introducing)
               This is Pastor Collins, director of
               Civil Defense.  Sheriff Bogany, head
               of the local forces ... Miss Van Buren.

                          SYLVIA
               Would you like some coffee, General?

                          GENERAL MANN
               Thank you.

        She starts out as his aide hands him some messages.

                          CLAYTON
                    (To Pastor)
               General Mann's in charge of Intel-
               ligence for the Pacific area.


107.    GROUP - BY THE MAP

        Favoring General Mann as he turns to scan the map,
        continuing to glance at the messages.  The lieutenant
        is marking up more positions.

                          GENERAL MANN
               That's their position?
                    (Grimly amused)
               You've certainly got them surrounded.
                    (And then)
               I suppose they've neutralized all
               communications here.

                          COLONEL
               Not all.  Radio is out.  But our field
               phones are okay so far.

                          GENERAL MANN
               And they'll go out the minute there's
               another ray.
                    (Reading)
               A cylinder reported down by Huntington
               Beach.  That's a job for the Navy.

                          CLAYTON
               Do you have any news from abroad?

        CAMERA ANGLES to favor him as he glances at messages,
        sorting them, handing some to his aide.

                          GENERAL MANN (Cont'd)
               They're coming down all over.  South
               America - Santiago has two cylinders.
               They're outside London.  And they're
               in Naples.
                    (Going on)
               We've got them between here and Fesno.
               Outside Sacramento.  Two on Long
               Island...

                          CLAYTON
               Are they just coming down at random?

                          GENERAL MANN
               No, they're working to some kind
               of a plan.
                    (Arter a moment)
               But here's the most dangerous thing...
               Once they begin to move -- no more
               news comes out of that area!


108.    INT. REVETMENT

        SHOOTING past the General.  Everyone is listening,
        fascinated.  The communications men have stopped
        work.  The morse key keeps repeating a call.

                          GENERAL MANN
               We've been getting reports of destruction,
               massacre ... Here's an instance!
                    (reading a message)
               'Town of St. Julien, south of Bordeaux,
               wiped out by ray of undetermined nature.
               Local reports say nothing remains.'
                    (Looks around)
               Nothing remains!  What d'you make of that?

                          CLAYTON
               We'll have to see what they do
               here.

                          GENERAL MANN
               A lot of our newest weapons are in
               here.  Washington wants to be sure
               we stop them.

                          COLONEL
                    (Confident - smiling)
               We will, sir!

                          GENERAL MANN
               From the data - and from that picture
               the Air Force took earlier tonight ...
                    (Thumbing toward the gully)
               ... what we've got in the gully out
               there is a guide ship.  One lands ...
               Others follow later.
                    (To Clayton)
               They appear to clear an area, then
               drop in groups of threes, joined
               magnetically.  Is that possible?

                          CLAYTON
                    (Wryly)
               If they do it, it is.

        Sylvia brings coffee.  The General takes it
        automatically.

                          COLONEL
               My orders are not to go into action
               unless they make a move out of there.

                          GENERAL MANN
               That's because we want a chance to
               observe them.
                    (Gesturing to gully)
               This is the only place we've had time
               to surround them with sufficient force
               to contain them.  What happens here
               will be a guide to all other operations.
               The minute action begins and a pattern
               of defense developes, I'll get my report
               to Washington.
                    (Glances at map)
               You've deployed your forces well.

                          COLONEL
               Thank you, sir.  If they start anything,
               we can blast them right off the earth!

                          GENERAL MANN
                    (Checks watch, sips coffee)
               They'll probably move at dawn.

        DISSOLVE TO:


109     SPECIAL EFFECT - HIGH CAMERA - LONG SHOT - GULLY - DAWN

        Silence.  No movement anywhere.  We see the burned
        grass and blackened earth.  The little gray ash-heaps
        are still there.  In the gully are dim, shining shapes.
        Beyond the hills the sky is lightening.  As the sun
        comes up, one of the shining shapes begins to rise.
        There is a SOUND of CRACKLING, HIGH-FREQUENCY ELECTRIC
        SPARKS.


110.    EXT. OBSERVATION POST

        CAMERA is on an infantry lieutenant and a sergeant.
        Their foxhole is camouflaged with burned grass and
        bushes.

                          LIEUTENANT
                    (At field phone)
               There's something moving in the
               gully -- something's coming out!


111.    FLASHES - TROOPS ALERTING

        Men have been resting, dozing, waiting for dawn.  A
        signal reaches them.

        a.      Recoilless 75 men running to positions.

        b.      Crew racing to half-track rocket-launcher.

        c.      Machine-gunners readying for action.

        d.      Bazooka team alerting.


112     INT. REVETMENT

        Lamps and candles being hurriedly extinguished.  The
        tarpaulin is yanked from the observation opening.
        Everyone cranes to get a glimpse of the gully.


113.    SPECIAL EFFECT - GULLY - (DAWN)

        Burned-over ground runs straight to the gully, with
        blackened scrub trees and bushes at either side.
        Something is visible in the gully.  Shining.  Moving.


114.    SPECIAL EFFECT - EXT. GULLY - MED. SHOT

        Now, for the first time, we see a Martian machine
        clearly.  A metal shape is rising.  The SOUND of high-
        frequency sparks increases.  It is a built-up section
        of the cylinder.  Domed in the center.  Three vibrant
        beams are projected like rods from below - stiff, joint-
        less, incandescent.  Effortlessly, the body of the
        machine rises on the pulsating beams to a height of
        thirty feet in the air, and hovers motionless.  Then a
        hooded shape extends above the body on a flexible shaft.


115.    INT. REVETMENT

        Favoring Clayton, Pastor Collins, General Mann and the
        Colonel.  All crowded to the opening in the sandbags.
        The General and the Colonel use field glasses.

                          GENERAL MANN
                    (Softly - handing his
                     glasses to Clayton)
               Look at it, will you?

                          PASTOR COLLINS
                    (Awed - half to himself)
               Beings from another world ...

        The Colonel signs to the Captain, who backs to the
        fleld telephone switchooard.

                          COLONEL
                    (Quietly)
               Stand by to fire.

                          CAPTAIN
                    (Into phone -
                     repeating)
               All command posts stand by to fire.

                          PASTOR COLLINS
                    (Suddenly realizing -
                     protesting)
               Colonel - shooting's no good!

                          COLONEL
               It's always been a good persuader.

                          PASTOR COLLINS
               Couldn't you try to communicate
               with them first - and shoot later
               if you have to?

        The Colonel glances, then ignores him, using his
        glasses.  The uniformed men are all tense, watching
        the gully, waiting for the order.  Clayton is gazing
        out with the Sheriff.  Pastor Collins moves uncertainly
        toward the open rear of the revetment.  Sylvia sees
        him, starts after him.

                          CAPTAIN'S VOICE (O.s.)
               All command posts - target as indictated.


116.    EXT. REVETMENT

        Pastor Collins comes out, stands staring toward the
        gully.  Sylvia joins him.  Behind them we glimpse
        the tension of the men inside.

                          PASTOR COLLINS
                    (Looking o.s.)
               I think we should try to make them
               understand we mean them no harm.

        Sylvia looks at him, not sure of what he means.

                          COLONEL'S VOICE (O.s.)
                    (Quietly - from inside)
               There's another machine coming out.


117.    SPECIAL EFFECT - EXT. GULLY

        The Martian machines.  The first machine is now
        catching the early sunbeams.  Turning golden, glis-
        tening.  In the shadows another machine is rising
        from the gully.  It, also, is armed with a hooded
        shape.


118.    CLOSE SHOT - SYLVIA AND PASTOR COLLINS

        Both gazing toward the gully.

                          PASTOR COLLINS
                    (Meditative)
               They are living creatures out there.

                          SYLVIA
               But they're not human!  Dr. Forrester
               says they're some kind of an advanced
               civilization --

                          PASTOR COLLINS
                    (Cutting in, smiling)
               If they're more advanced than us,
               they should be nearer the Creator
               for that reason!

                          CAPTAIN'S VOICE
                    (Tensely, from inside)
               Attention all batteries!  Prepare
               for volley fire!  Repeat --
               prepare for volley fire!

                          PASTOR COLLINS
                    (Meditative again)
               No real attemot has been made to
               communicate with them, you know...

        Sylvia looks at him uneasily.  She takes his arm.

                          SYLVIA
               Let's go back inside, Uncle Matthew.

                          PASTOR COLLINS
                    (Shakes head, smiling)
               I've done about all I can do here.
               You go back in.
                    (Low - turning her
                     toward the inside)
               Sylvia - I like that Doctor Forrester.
                    (Hand to her cheek)
               He's a good man.

        Sylvia presses his hand, smiling.  As she leaves him,
        the CAMERA PANS with her, losing Pastor Collins
        momentarily.


119.    HEAD CLOSEUP - PASTOR COLLINS

        Looking in the direction of the gully, thoughtful.


120.    FLASHES - PREPARATIONS FOR FIRING

        a.     Grouped bazookas bearing on the target.

        b.     Tanks waiting orders, at the ready.

        c.     Rocket launcher, loaded and ready.


121.    SPECIAL EFFECT - EXT. GULLY

        The Martian machine in f.g. is motionless.  The second
        one has paused half out of the gully.  Its hooded arm
        swings around on its shaft, as if under test.


122.    EXTREME HEAD CLOSEUP - PASTOR COLLINS

        Eyes serene.  Smiles a little.  Moves forward.


123.    INT. REVETMENT

        No sound except the telegraph key repeating a signal
        over and over.  No movement save for Sylvia, f.g.,
        refilling coffee cups.  General Mann, the Colonel,
        Clayton and the Sheriff crouched by the opening.

                          COLONEL
                    (Suddenly)
               Who's that?!


124.    FLASH CLOSEUP - GROUP AT WINDOW

        They stare out, disbelieving.


125.    FLASH CLOSEUP - SYLVIA

        She whirls, starts toward the opening.


126.    SPECIAL EFFECT - INT. REVETMENT & VISTA

        SHOOTING over the group at the opening to the VISTA
        outside the revetment.  In b.g. Pastor Collins is
        walking away from the revetment, a solitary figure
        moving over the burned-off earth.  The Martian machines
        beyond him are motionless, as if awaiting him.

                          COLONEL
                    (Choked voice)
               What's he think he's doing?


127.    CLOSE SHOT - CROSS ANGLE - FEATURING SYLVIA

                          SYLVIA
                    (Calling)
               Uncle!
                    (Half screaming)
               Uncle Matthew!!

        She whirls to go after him.  General Mann catches her
        arm.

                          GENERAL MANN
               Too late now -- he's too far away.

                          SYLVIA
                    (Lunges - appealing)
               Stop him!

                          CLAYTON
                    (Holding her - looking out)
               It's seen him.


128.    SPECIAL EFFECT - MARTIAN MACHINE

        It begins slowly to sink down as its glittering beam-
        legs pulsate and grow shorter.


129.    MOVING SHOT - EXT. BURNED-OFF FIELD

        Pastor Collins brings out a cross, gazing ahead,
        reciting the Twenty-third Psalm.

                          PASTOR COLLINS
                    (Softly)
               Though I walk through the valley
               of the shadow of death, I will fear
               no evil ...


130.    SPECIAL EFFECT - EXT. GULLY

        SHOOTING past the first Martian machine, still sinking
        down.  The second machine has risen higher in the gully.


131.    MOVING SHOT - EXT. BURNED-OFF FIELD

        CLOSE on Pastor Collins, walking past more debris.

                          PASTOR COLLINS
                    (Whispering)
               Thou anointest my head with oil.
               My cup runneth over ...


132.    INT. REVETMENT - GROUP

        Featuring Sylvia and Clayton.  All are crowded to the
        opening.  Sylvia is petrified with horror.


133.    MOVING SHOT - EXT. BURNED-OFF FIELD - HEAD CLOSEUP

        Pastor Collins moves ahead, eyes fixed on the machines.
        He won't permit himself to be afraid.

                          PASTOR COLLINS
               And I will dwell ... in the house
               of the Lord .. forever.

        He lifts the cross to shoulder height as CAMERA HOLDS
        and PANS him on.

                          PASTOR COLLINS (Cont'd)
               Amen.
                    (Murmuring)
               May the grace of the Father and of
               the Son ...

        Beyond him we now see the Martian machine.


134.    SPECIAL EFFECT - EXT. GULLY

        Favoring the first machine, filling the SCREEN.  Squat-
        ting on its incandescent beam-legs, the hooded shaft
        tilted forward.  There is a moment -- then a magenta-
        tinted heat-ray SCREAMS from it.


135.    INT. REVETMENT - EXTREME HEAD CLOSEUP - SYLVIA

        She SCREAMS, but her voice is drowned in the unearthly
        SOUND of the Martian machine.  We know, without seeing,
        what has happened to the Pastor.


136.    SPECIAL EFFECT - EXT. GULLY

        VIEWPOINT from the command post revetment.  The first
        machine rises swiftly to full height, gliding forward.
        The second clears the gully.  The top of a third
        machine appears.


137.    SPECIAL EFFECT - EXT. GULLY & ROAD

        The base ot the Martian machine's locomotor beam-leg.
        Featuring, in f.g., the Pastor's cross, partly melted.
        The glittering foot of the beam moves into SCENE,
        leaving behind it molten rock and smoke.  As it passes,
        the intense heat it gives off acts like a blowtorch on
        the terrain.


138.    INT. REVETMENT - MED. CLOSE SHOT

        SHOOTING from outside the observation opening.  Sylvia
        is CLOSE in f.g., horrified, unbelieving, supported by
        Clayton.  The Colonel whirls toward the switchboard.

                          COLONEL
               Let 'em have it!


139.    EXT. HILLSIDE - TANKS

        The big guns of the tanks slam shells toward the gully.


140.    SPECIAL EFFECT - MARTIAN MACHINE & SHELL BURSTS

        Shells burst close to the Martian machine.  Instantly
        a beam -- different from the heat-ray -- strikes out
        with a vicious, high-pitched DRUMMING SOUND.  The beam
        is electric-blue with a greenish tinge.  Edges soft,
        powdery.  Fast, projectile-like discharges race down
        its core, like a succession of balls, a deeper blue-
        green.  Beam and impulses are transparent.


141.    SPECIAL EFFECT - EXT. HILLSIDE - TANK

        The beam hits a tank.  The tank changes color instan-
        taneously.  It turns bone yellow, then thins into an
        oyster-white skeleton shape that is an echo of death
        itself.  The beam cuts off and the tank dissolves into
        fine dust, the color of the beam, and blows away on
        the breeze.  Making pallid streamers in the early
        morning light.


142.    GROUP - AT OPENING

        SHOOTING IN on the men - staring, transfixed.  The
        General lowers his glasses, looks at Clayton in stupe-
        faction, then uses the glasses again.


143.    QUICK CUTS - INSERTS OF MUZZLES - AS WEAPONS FIRE

        CLOSE on the muzzles.  Individual SOUND blasting.

        a.      Rocket-launcher muzzles as rockets fly.

        b.      Machine-gun muzzles shuddering.

        c.      Anti-tank gun muzzles explode and recoil.


144.    QUICK CUTS & FLASHES - BATTLE  (1)

        The initial phase between man's weapons and the Martian
        machines.  The first Martian is out of the gully on the
        burned-off field.  The second is just clear of the
        gully.  The third has started to follow.

        a.      Special Effect - Full Shot - Gully.  Increasing
                shell and rocket fire bursting viciously about
                the Martians.  Short, blue jets are flashing
                out around the turret heads of the machines.
                These merge to form an impalpable, electro-
                magnetic envelope which drops all around to
                the ground.

        b.      Special Effect - Close Shot - First Machine.
                Rays SCREAM from it, lashing in every direction.

        c.      Recoilless 75's - Close Shot.  Muzzles Flash.

        d.      Rocket-launcher - Close Shot.  In rapid suc-
                cession, rockets roar toward the Martians.

        e.      Tank - Med. Shot.  It's gun bucks violently
                slamming an armor-piercing shell at the Mar-
                tians.

        f.      Machine-gun Nest - Close Shot.  50 cal. machine-
                gun chatters furiously, spitting a stream of
                tracer shells.

        g.      Bazookas - Close Shot.  In a sharp volley, a
                group of bazookas let go with HE charges.

        h.      Mortars - Close Shot.  In rapid succession,
                Marines drop Napalm charges into the big muz-
                zles of the mortars.  Instantly the charges
                fly high in the air in the direction of the
                enemy.

        i.      Special Effect - Martian Machines.  Projectiles
                burst against their almost invisible protective
                envelopes.  Others ricochet off, exploding harm-
                lessly in the air beyond.  Napalm charges burst
                around them, obscuring the machines in huge
                balls of searing, orange fire and black smoke.

        j.      Special Effect - First Machine - Close Shot.
                The flame of the Napalm clears.  The machine is
                undamaged.  Rays slash from it, SCREAMING.

        k.      Special Effect - Second & Third Machines - Close
                Shot.  Flames and smoke clear.  They lash rays
                in every direction.

        l.      Special Effect - Rocket-launcher - Close Shot.
                Hit by a heat-ray.  The launcher and crew glow
                white hot.  Become a pile of ashes.

        m.      Special Effect - First Machine - Close Shot.
                DRUMMING horribly, the blue-green disintegrating
                beam darts forth.

        n.      Special Effect - Mortars - Med. Close Shot.
                Hit by the skeletonizing beam.  They literally
                disintegrate - cease to exist.  Men and machines
                become a vapor of blue-green dust.


144-A.  INT. REVETMENT - GROUP

        Clayton, Sylvia and others duck below the shelter of
        the sandbags as a heat-ray HOWLS close past the com-
        mand post.  CAMERA MOVES IN on Clayton and General
        Mann, shouting above the uproar.

                          GENERAL MANN
                    (Fast, looking out)
               What's that skeleton beam they're
               using?

                          CLAYTON
               It must neutralize mesons somehow.
               They're the atomic glue that holds
               matter together.
                    (Grimly)
               Cut across their lines of magnetic
               force and any object will simply
               cease to exist.


145.    SPECIAL EFFECT - FLASH CUTS - BATTLE  (2)

        The destruction of man's weapons by the Martians, and
        the beginning of man's retreat.

        a.     Special Effect - Ext. Gully & Command Post
               Revetment - Full Shot.  A COMPOSITE SHOT of the
               entire battle.  One Martian machine on a hill
               slope.  The two others below.  Rays and beams
               lashing out.  Shells and rockets and Napalm
               exploding about them.  Tanks scuttling about.
               Rays hit them.  Machine-gunners and tropps
               abandon their stations, leaving their weapons.
               Half-tracks, trucks, weapons-carriers, jeeps
               pull out.  Pandemonium.

        b.     Special Effect - Martian Machines - Med. Shot.
               Smoke and fire clearing.  Explosions about
               them diminish.  They redouble the activity of
               their rays and beams.

        c.     Special Effect - Battlefield - Med. Full Shot.
               Gray ash on a blackened road - the residue of
               tanks.  Men, jeeps, equipment flee past, es-
               caping.  Rays and beams reach after them.

        d.     Ext. Hillside - Med. Close Shot.  Infantrymen
               crash through burning bushes in headlong re-
               treat, looking back in panic.

        e.     Special Effect - Martian Machine - Close Shot.
               On skyline.  Moving forward.  Rays SCREAMING,
               beams DRUMMING.  No counter fire from our
               forces.


146.    EXT. REVETMENT - MED FULL SHOT

        Parked jeeps, General Mann's car, a few Marines, the
        Red Cross truck.  The heat-ray slashes through them,
        hits the revetment and swings away.  Men fall in
        ashes, jeeps glow and burn, the Red Cross truck and
        General Mann's car are singed and blazing.  The huge
        tarp stretched over the revetment blazes.


147.    INT. REVETMENT - MED. FULL SHOT

        The inclosure is a madhouse - men trying to extinguish
        burning switchboards - the lieutenant gathering up the
        scorched maps - the captain shouting uselessly into
        the field phone - Clayton up by the opening using the
        field glasses, Sylvia and the Sheriff crouched near
        him.  General Mann and his aide rush out.

                          LIEUTENANT
                    (At the opening)
               There's a Martian machine headed
               straight for us!

                          COLONEL
                    (Shouting to Captain)
               Order all command posts - everything
               pull back north of Highway Sixty
               tunnel bunker!


148.    SPECIAL EFFECT - MARTIAN MACHINE - MED. CLOSE SHOT

        Moving along the burned-off swathe from the gully,
        rays slashing.


149.    INT. REVETMENT - MED. SHOT

                           COLONEL
                     (At observation
                      opening - yelling)
                They're going to roll right through
                here.  Sheriff - get into Linda Rosa.
                Tell Civil Defense - evacuate everybody!

        Clayton, at the opening, watches the approaching
        machines, absorbed by them.  A heat-ray slashes near,
        casting its ruddy glare.  Shreds of the burning tar-
        paulin fall.  Sylvia grabs him, pulling him down.

                           COLONEL
                Doctor Forrester - get out of here!

        He literally jerks Clayton and Sylvia to their feet,
        shoving them toward the rear.

                           COLONEL (Cont'd)
                Everybody out!  The Air Force'll
                take care of these babies now!
                     (Runs toward CAMERA)
                Everybody out --- Everybody ----

        He is in EXTREME CLOSEUP, shouting.  The red heat-ray
        seems to envelope him in a blaze of color, SCREAMING.
        Suddealy the SCREEN explodes into deadly blue-green -
        the disintegrating beam!  The Colonel's shout is frozen
        on his lips.  The skeletal structure of his head glows
        incandescent -- greenish-white -- through the flesh
        of his face.  In an instant he vanishes into a shred
        of blue-green vapor which swirls and is lost in the
        ruddy flames of the ray.

        DISSOLVE:


150.    EXT. SKY - FULL SHOT - (STOCK)

        A huge formation of fighter bombers flashes across
        the sky, the chorus of their jets pulsating like
        thunder.

        DISSOLVE:


151.    EXT. ROAD - MED. SHOT

        A weapons carrier clatters past at breakneck speed.
        Men from mixed units jump from behind scrub trees,
        running.  A crowded jeep flashes past as Clayton and
        Sylvia appear.  The two run after the men.  Clayton
        pulls her to a stop, looks o.s., then runs across
        the road with her.


152.    EXT. FIELD - MED. SHOT

        A Piper Cub - battery observation plane - is just
        taking off.  Another is on the ground, no one near it.
        Clayton and Sylvia enter, running.  Beyond one wing
        of the machine we see smoke, explosions and rays and
        beams ripping against the sky.

                           CLAYTON
                We can't go into town - everybody's
                getting out of there!
                     (Steering her toward plane)
                I'll fly you over to Pasadena.

                           SYLVIA
                Can you handle one of these?

                           CLAYTON
                Sure...get in!

        He shoves Sylvia up into the plane and climbs in at
        the wheel.

        DISSOLVE:


153.    EXT. SKY - MED. SHOT

        The Piper Cub in flight, hedge-hopping.


154.    INT. PIPER CUT - CLOSE SHOT  (PROCESS)

        SHOOTING PAST Clayton to Sylvia.  The tops of utility
        poles and trees skim past, almost at their level.
        The plane wobbles.  Clayton is unconcerned.

                           SYLVIA
                     (Hanging on)
                You'll hit something!  Can't
                you go higher?

                           CLAYTON
                     (Looking up)
                No.  The air's going to be full of
                Jets in a minute...And there they
                are!


155.    EXT. SKY - QUICK CUTS OF JETS - (STOCK)

        Jet fighter-bombers in formation, colorful against the
        sky, peeling off to dive.


156.    INT. PIPER CUB - CLOSE SHOT - (PROCESS)

        Clayton looking o.s. as he banks sharply.  Sylvia
        looking after him.


157.    EXT. SKY - QUICK CLOSE SHOT (STOCK)

        Jet fighter-bombers diving, firing, launching rockets,
        dropping bombs.  SOUNDS of explosions.


158.    EXT. SKY - MED. CLOSE SHOT

        The piper cub porpoising over the treetops, banking
        and turning.


159.    QUICK CUTS - WRECK OF PIPER CUB

        a.      Int. Piper Cub - Close Shot (Process).
                Clayton looking up.  Sylvia turns and
                looks ahead, SCREAMS.

        b.      Special Effect - Piper Cub - Full Shot.
                SHOOTING AHEAD.  It rises over a low
                hilltop - flying directly toward a
                Martian machine on the flat fields
                beyond.  Plane banks sharply to change
                course.

        c.      Special Effect - Piper Cub - Med. Shot.
                The wing snags a tree.  The plane cart-
                wheels toward the ground.


160.    SPECIAL EFFECT - EXT. BEAN FIELD - MED. SHOT

        The Cub lands on one wheel, bounces, goes into a
        ground loop, a slashing skid and stops, tilted on
        a torn wing.  Propeller shattered.


161.    EXT. BEANFIELD - CLOSE SHOT - (MOVING SHOT)

        Clayton half-falls out of the wrecked plane, looking
        o.s., as he helps Sylvia.  She looks with him, gasps.
        They run and dive into an irrigation ditch, CAMERA
        FOLLOWING.


162.    SPECIAL EFFECT - EXT BEANFIELD & DITCH - FULL SHOT

        SHOOTING over the torn wing of the Piper Cup among the
        tangled bean plants.  Across the field is a low, wooded
        hill.  Coming into sight at the foot of the hill is the
        Martian machine, its cobra-like weapon turning on its
        shaft, swinging toward the plane.


163.    EXT. DITCH - CLOSE SHOT - CLAYTON & SYLVIA

        Ducked low, taut, terrified.  He sneaks a look over
        the edge, then flings himself down with Sylvia again.
        There is the SOUND of the horrible DRUMMING of the
        disintegrating beam, which quickly flickers out, mark-
        ing the destruction of the Piper Cub.  Their faces are
        lit blue-green.  Then, down into the ditch, the eerie
        vapor of unglued atom flows, icandescent, swirling
        in the breeze.

        Clayton and Sylvia begin to stir.  The CRACKLING of
        HIGH FREQUENCY ELECTRICITY from the machine's loco-
        motor mechanism grows louder - it's coming for them!
        Clayton grabs Sylvia, half-dragging, half-carrying
        her back along the ditch.  He pushes her behind a
        pile of broken irrigation pipe, falls across her.
        The CRACKLING swells to a ROAR of SPARKS.  Where they
        had just lain, the glittering, flickering base of a
        beam-leg dips down into the ditch, moves across and
        up the other bank, leaving a smoking path of fused
        rock and debris.


163a.   EXTREME CLOSEUP - CLAYTON & SYLVIA

        Smoke swirling about them.  Heads thrust into the
        dirt.  Frozen with terror.  Faces crushed together.
        The machine's ROAR diminishes.  They begin to breathe
        again.  The tension of Clayton's grip on Sylvia's
        shoulders lessens.  The suspended functions of her
        mind resume.  Her eyes turn to him.  He looks at her.
        Shock overwhelms her.  She faints.

        FADE OUT.

        FADE IN:


164.    EXT. DOWNTOWN STREET, LOS ANGELES - (DAY)

        CAMERA is on a CORNER NEWSSTAND.  Tip-sheets and
        papers are clipped around the front, sides and to a
        wire between uprights.  Headlines:  MEN FROM MARS -
        Europe Cities Blasted - KILLER RAYS; MARS MACHINES
        IN CALIFORNIA - Fighting Near L.A. - U.S. INVADED -
        MARTIAN THREAT.  A little crowd on the sidewalk
        reads papers avidly.  Cars stop at the curb to buy
        others.  An elderly woman sits behind the newsstand,
        knitting, hawking her sensations.


165.    CLOSEUP - ELDERLY WOMAN

                          ELDERLY WOMAN
                    (Thin - piping)
               All about the Martian Invasion - They're
               in New York and Miami - Fighting outside
               Los Angeles - All about it! - Radio black-
               out - Killers from Mars - World-wide
               Crisis - United States invaded - all
               about the Martians!
                    (Sells a paper)
               Thank you, mister.

        The SOUND of approaching sirens comes over SCENE.
        She and her customers look o.s.


166.    EXT. STREET - (Location)

        Traffic is slowing, stopping.  The SOUND of massed
        sirens comes to a peak.  Two motorcycle cops race
        past, blinkers working.  Four more follow.  Then
        comes General Mann's dirty, fire-blackened car.
        CAMERA PANS the car, going fast, then ANGLES UP
        the front of the stately Federal Building.

        DISSOLVE:


167.    MOVING SHOT - INT. ARMED FORCES INFORMATION, MAIN
        OFFICE - (DAY)

        Five desks.  Walls covered with maps and thumb-tacked
        notices.  The doors of three private offices across
        from the entrance.  The place is crowded with Army,
        Navy, Marine and Air Force personnel, police of-
        ficials, CD directors, reporters, photographers.  Two
        cops shoulder in from the corridor by a door marked:
        ARMED FORCES - Public Information Office - Entrance.
        General Mann follows with his aide.  Reporters and
        cameramen crowd around the unshaven, grimy General,
        impeding him on his way toward a private office out-
        side which sits a WAC secretary.  Naval and military
        men come to attention, then press toward him.  The
        General looks past them all, calling to CD directors
        and civic authorities.

                          GENERAL MANN
                    (Beckoning)
               You're the gentlemen I asked to
               come here.
                    (To his aide)
               Get Washington.

        The aide pushes ahead while flashbulbs blink and repor-
        ters surround the General.  He keeps moving.  A FAT
        REPORTER - thin-nosed, sweating - tries to buttonhole
        him.

                          FAT REPORTER
               General Mann, what d'you think of
               this situation --

                          GENERAL MANN
               Sorry.  I've no time!

                          FAT REPORTER
                    (Wily, fast)
               Is it your opinion the Army can
               hold 'em?

                          POLICE CHEIF
                    (Moving in, sharp)
               All right, boys - let it go!

                          SECOND REPORTER
                    (Jumping in, over him)
               You had guns and equipment going out
               there all night!  Weren't they enough to --

                          GENERAL MANN
                    (Tired, exasperated)
               I said I've no time!

                          POLICE CHIEF
               C'mon, now - break it up!

        During this, General Mann has pushed to the door of
        the private office.  With a concerted effort, the
        General and the civic officials push inside.  The
        door closes.  A big Marine bars further entry.  CAMERA
        HOLDS on the reporters and photographers.

                          FAT REPORTER
               The way he's hedging, maybe the
               Army didn't hold 'em!
                    (Significant)
               Because from the news that's coming
               through, nobody's stopped 'em yet!
                    (Looking toward door)
               We'll wait.


168.    INT. PRIVATE OFFICE

        It belongs to the Chief of Army Information.  General
        Mann's aide is talking into a phone in b.g.  The
        General faces the civilian group which includes police
        and fire chiefs, Pacific Electric and other trans-
        portation officials, Air Raid wardens, Red Cross.

                          GENERAL MANN
               Who's the General Director for
               Civil Defense?

                          C.D. DIRECTOR
               Here, sir.  We're all ready for action!

                          GENERAL MANN
               I want to know if the city must be
               evacuated...?

                          C.D. DIRECTOR
                    (Smiling)
               Lots of people got scared and moved
               out as it is!

                          P.E. OFFICIAL
               We're holding emergency cars and
               buses ready in the yard, sir!

                          RED CROSS LEADER
               Red Cross is standing by.

                          C.D. DIRECTOR
               I believe, sir, I can speak for
               everyone.  We've got the whole
               city on the ready!

                          GENERAL MANN
               That's what I wanted!  For your in-
               formation - they're twenty-five or
               thirty miles outside Los Angeles.
               They're not down in force yet, but
               that can happen any minute.  We've
               got a developing situation.  It'll
               come to a crisis if they move into
               the metropolitan area and --

                          AIDE
                    (Cutting in, quick)
               Washington on the wire, sir.

                          GENERAL MANN
                    (Taking phone, turning away)
               General Mann...


169.    CLOSE ON GENERAL MANN

        listening at phone, keyed-up.

                          GENERAL MAN
                    (Atter a pause, low, fast)
               I'd say our effective losses were
               nearly sixty percent men and ninety
               persent materiel!
                    (Grimly)
               The new delta-wing jets went in, but
               not one of them came out.  I watched
               high-level bombers drop everything
               they carried.  They were knocked out
               of the sky and the bombs did nothing.


170.    GROUP - CIVILIAN LEADERS

        straining to catch what he is saying, glancing at
        one another, alarmed.

                          GENERAL MANN'S VOICE
               Nothing was effective against them!...
               Yes, they have some sort of electronic
               umbrella.  It's quite impenetrable.  And
               Doctor Forrester believes they generate
               atomic force without the heavy screening
               we use -- That's where they get the
               power for their rays!


171.    INT. PRIVATE OFFICE - MED. CLOSE SHOT

        General Mann at phone, his aide in b.g.

                          GENERAL MANN
               Very well, sir.
                    (Hanging up - to aide)
               Call Victorville.  Tell them I
               want the fastest plane they've
               got!

        SHOT WIDENS as he turns to the nearby group.

                          GENERAL MANN (Cont'd)
               You'll get all further instructions
               from Sixth Army Command.
                    (To Police Chief)
               Now I'll make a statement to those
               reporters.

        The Police Chief opens the door.  Hubbub comes from
        the outside as reporters and photographers crowd in.
        The civic authorities leave.

                          FAT REPORTER
                    (Barging forward)
               General, we heard Doctor Clayton
               Forrester was out there with you.
               What's he think about this?

                          GENERAL MANN
               Ask him.  He's back at Pacific-Tech.

                          FAT REPORTER
               No, he's not!  We tried to get him.
               He hasn't shown up there.

        DISSOLVE:


172.    SPECIAL EFFECT - EXT. FARM & BEANFIELD - (NIGHT)

        Peaceful.  Crickets chirruping.  A mocking-bird SOUND-
        ING off.  Low ground mist.  Out of the distance comes
        the MUTTER of gunfire and remote EXPLOSIONS.

        CAMERA SHOOTING across the edge of the dry irriga-
        tion ditch toward the farmhouse in the middle dis-
        tance.  A farm cat appears over the edge of the
        ditch, carrying something in its mouth.  It hurries
        down into the ditch, CAMERA PANNING.


172a.   EXT. IRRIGATION DITCH - MED. CLOSE SHOT

        Clayton is sitting alongside Sylvia who is stretched
        out asleep.  Clayton's jacket is covering her.  His
        attention has been attracted by the cat.


172b.   EXT. DITCH - CLOSE SHOT

        The cat stops in the bottom of the ditch and puts
        her burden down on some grass.  It is a tiny puppy.
        She lies down.  It snuggles to her, whining weakly.


172c.   CLOSEUP CLAYTON  (PAN SHOT)

        He smiles a little wryly, looks down toward Sylvia.
        CAMERA PANS to CLOSEUP of Sylvia.  She is breathing
        softly, regularly.


172d.   CLOSE SHOT - CLAYTON & SYLVIA

        He bends over, looking at her for a long moment,
        then his hand touches her shoulder, shaking it to
        waken her.

                          CLAYTON
                    (Softly)
               Wake up....

        Her eyes open, close, then open again.

                          CLAYTON (Cont'd)
                    (Gently)
               Let's get moving, huh?

        She doesn't move, only looks at him.

                          CLAYTON (Cont'd)
                    (Concealing his anxiety -
                     smiling)
               Are you all right?

                          SYLVIA
                    (Still half-awake)
               I never noticed before - that's a
               cowboy tie....

                          CLAYTON
               I bought it for the square dance.
               I thought I ought to wear some-
               thing Western.

        She laughs dreamily, looking up at him.  Her smile
        goes suddenly.  She glances out over the edge of the
        ditch.

                          SYLVIA
               Is that... machine...?

                          CLAYTON
               It's gone now.

                          SYLVIA
               Where are we?

                          CLAYTON
               Southwest of Corona, somewhere.
               There must have been another
               cylinder down here.  They've been
               through this whole area and cleared
               everybody out.
                    (Peering from the ditch)
               There's a farmhouse.  Let's see if
               we can find something to eat...!

        As they prepare to leave,

        DISSOLVE:


173.    INT. FARMHOUSE - KITCHEN - (NIGHT)

        CLOSE on a skillet loaded with bacon and eggs.
        CAMERA ANGLE WIDENS.  The kitchen is not modern.
        Old gas refrigerator.  High-oven stove, its flaming
        gas-jets make an eerie glow.  Coffee percolates.
        Sylvia has tidied her hair, renewed her make-up.
        Clayton is taking a jug of orange juice from the
        refrigerator.  He uses it to indicate the farmhouse
        as he glances around.

                          CLAYTON
               We're doing all right.

        He puts it on the table, which he has set, then looks
        warily out the window.  He goes to the stove as
        Sylvia begins dishing up.  She is pensive.  They keep
        their voices down.

                          CLAYTON
               I almost forget when I ate last.
                    (Genuine)
               It looks so good.... You know,
               mostly I get my meals in coffee
               shops and restaurants.

                          SYLVIA
                    (Astonished)
               Don't you live at home?

                          CLAYTON
               No, on the campus.  I haven't
               any family.

                          SYLVIA
               I come from a big one.  Nine of us.
               All in Minnesota, except me.

                          CLAYTON
               I have no close folks.  My parents
               died when I was a kid.


174.    ANOTHER ANGLE - CLAYTON AND SYLVIA

        Shooting across the table to the stove.  Sylvia
        comes toward CAMERA, bringing bacon and eggs.  He
        follows with the coffee.

                          CLAYTON
               A big family must be fun...I
               imagine it makes you feel you
               belong to something.

                          SYLVIA
               It does...Maybe that's why I feel
               kind of lost right now.

                          CLAYTON
                    (Reassuring, pouring coffee)
               We'll get safely out of here, don't
               worry.

                          SYLVIA
                    (Pouring orange juice)
               But they seem to murder everything
               that moves...!

                          CLAYTON
               If they're mortal, they must have
               mortal weaknesses.  They'll be
               stopped -- somehow!


175.    CLOSE SHOT

        They begin to eat.

                          CLAYTON
               I've been as close to them as anyone.
               But not close enough for real observation...

                          SYLVIA
                    (Over him - not listening)
               I feel like I did one time when
               I was small.
                    (Not sorry for herself,
                     merely telling him)
               Awful scared and lonesome...I'd
               wandered off - I've forgotten why -
               but the family and whole crowds of
               neighbors were hunting for me.
                    (And then)
               They found me in a church.  I was
               afraid to go in any place else.


116.    CLOSE SHOT - SYLVIA

        Half smiling at the memory.

                          SYLVIA
               I stayed right by the door - praying
               for the one who loved me best to
               come and find me.
                    (And then)
               It was Uncle Matthew who found me.

                          CLAYTON
                    (Quietly)
               I liked him.


177.    AT THE TABLE

        Sylvia touches away a tear, keeps her voice con-
        trolled.

                          SYLVIA
               He liked you ... I could bawl my
               head off!

                          CLAYTON
               But you're not going to.  You're
               not the kind.
                    (Encouraging, gentle)
               You're tired, anyway.  You've been
               up all night.  You cracked up in a
               plane.  Slept in a ditch.  But you
               want to know something?
                    (Removing glasses
                     looking, smiling)
               It doesn't show on you at all.

        As she smiles, holding his gaze, a greenish glow
        begins to spread through the kitchen.  Clayton rises,
        startled.  The light becomes a glare that limns
        everything sharply - emerald and black.  A smashing
        and roaring SOUNDS outside, approaching like an
        avalanche.  Clayton grabs Sylvia as the house shakes.
        Part of the ceiling crashes down.  The floor rocks
        under them.  They fall, Clayton shielding Sylvia,
        as the walls smash in.


178.    HIGH CAMERA - SPECIAL EFFECT - EXT. FARMHOUSE AND
        MULTIPLE METEOR

        A multiple meteor has fallen.  Through the ground
        mist we see that one cylinder has gouged up earth
        and is hitting the farmhouse in f.g.  Two other
        cylinders land in the far distance and are obscured
        in the mist.  All movement ends.  Silence follows.

        DISSOLVE:


179.    INT. WRECKED FARMHOUSE - (NIGHT)

        CLOSE on a broken pipe, gushing water.  Sylvia's hand
        comes into SCENE, soaking a cloth.  CAMERA PANS as
        she draws the cloth away.  Clayton is sprawled near
        the living room doorway, hunched, holding his head.
        She crouches by him - shaken, anxious - pressing the
        cloth against his temple.  He sits up slowly, holding
        the cloth against his head, then pressing it over his
        face and eyes.  He is hurt.  Finally, he drags the
        cloth down his face and sucks in his breath.  She
        holds him while his brain steadies.

                          CLAYTON
               How long was I out?

                          SYLVIA
                    (Small, whispering)
               Hours.  I've been so scared...!

        He starts to get up.  She holds him down.

                          SYLVIA (Cont'd)
                    (Whispering)
               They're right outside!  Several of
               them came down together!

        Clayton is immediately alert.  He rises quietly,
        CAMERA PANS as he tiptoes to the wall and peers out
        a vertical break.


180.    SPECIAL EFFECT - EXT. WRECKED FARMHOUSE

        Clayton's VIEWPOINT.  Everything is seen through or
        above low ground mist.  In b.g. is fencing, trees, sheds.
        Visible above the mist is a Martian machine, gliding
        slowly.  It stops.  CLOSE in f.g., is part of a glit-
        tering leg that rises to the underside of another
        machine standing sentinel, straddling the house.


181.    INT. KITCHEN - CLAYTON & SYLVIA

        Clayton's eyes reflect his excitecent.  He leaves the
        opening, looks up, starts quickly toward the living
        room.

                          CLAYTON
                    (Whispering)
               There's a machine standing right over us!


182.    INT. LIVING ROOM - MED. SHOT

        The attic has been crushed down in a mess of beams
        and plaster.  The roof has spilled over at one side.
        Clayton reaches up, pulling at beams and plaster,
        trying to get a better look.  He peers out through
        an opening to the farmyard again.  Sylvia, by the
        door to the patio, regards him fearfully.


183.    SPECIAL EFFECT - EXT. FARMHOUSE

        Clayton's VIEWPOINT from the living room.  The Martian
        machine in b.g. is now slowly submerging into the mist.
        From this vantage point, a third machine is now vis-
        ible, still on the ground in the farmyard.  Now this
        machine begins to rise on its glowing beam-legs.


184.    INT. LIVING ROOM - MED. SHOT

        Clayton is peering through the opening in b.g.
        Sylvia, f.g., standing beside the broken door to the
        outside patio, turns and looks out.  She suppresses
        a scream, starting away.  CAMERA MOVES IN fast, SHOOT-
        ING past her to the EXTERIOR.  The patio is blocked
        with debris, fallen fuchsias, potted cacti in bloom.
        A form is just disappearing beyond the debris.  Smooth,
        reddish, indefinite.


185.    CLOSE SHOT - SYLVIA & CLAYTON

        Clayton jumps to her side.

                          SYLVIA
               Something moved outside!

        Clayton brings out a flashlight, starts to move out to
        the patio.  Sylvia clings to him as he looks.

                          CLAYTON
                    (Whispering, tense)
               Nothing there now.

                          SYLVIA
               It was...
                    (Indicating Martians)
               ...one of them!

                          CLAYTON
               What was it like?

                          SYLVIA
                    (Drawing him back
                     toward kitchen)
               I couldn't see much in the dark -
               but it was one!

                          CLAYTON
               We're right in a nest of 'em! ...
               I've got to get a look at them.

        He pulls away from Sylvia and works quickly at a
        shattered wall, making an opening.  From the other
        side of the room comes the SOUND of shifting debris.
        Sylvia calls a warning.  Clayton spins, backing to
        join her.  They shelter in the kitchen doorway,
        watching cautiously.  The thrusting and RATTLING
        of displaced wood and plaster continues.


186.    INT. LIVING ROOM - MED. SHOT

        Their VIEWPOINT.  Through the debris appears a long,
        slender mechanism in the shape of a flexible metal-
        lic tubing.  At the head of it is an enlarged section
        which splits and slides back, disclosing a bright
        lens - like an eye, but larger.  It begins to quest
        about the room, glittering in the deep shadow.


187.    CLOSE - CLAYTON AND SYLVIA

        He is fascinated.  She is frozen with fear.

                          CLAYTON
                    (Bated)
               It's looking for us!

        She pulls him down behind the upset dinette table,
        jammed in a corner with other debris.


188.    CLOSEUP - MARTIAN SCANNING EYE

        It is divided into three striated lenses, each faintly
        colored with one of the optical primaries - red, blue
        or green.  It comes through the doorway.  It turns
        ceaselessly around and back again on a sheathed
        universal joint, making a faint CLICKING SOUND on
        each movement.  Questing.  Suspicious.  Reflected in
        each lens is a tinted, peculiarly distorted view of
        the wrecked kitchen.


189.    CLOSE SHOT - CLAYTON & SYLVIA

        Huddled behind the table, watching through a crack.


190.    SPECIAL EFFECT - EXT. FARMHOUSE & MARTIAN MACHINE

        CAMERA PICKS UP the plastic-covered nose of the
        machine, within which the honeycombed circle has
        now become a luminous screen.  On this translucent
        surface, projected from inside, is a curiously
        twisted picture of the kitchen - as transmitted
        by the scanning eye in the house below.


191.    INT. KITCHEN - CLOSE SHOT - CLAYTON & SYLVIA

        Clayton has picked up a peoble of broken plaster.
        He flips it against the ceiling of the living room
        beyond.  He grabs Sylvia, pulling her down.


191a.   INT. LIVING ROOM - MED. SHOT - SCANNING EYE

        The eye is turning around and back as Clayton's pebble
        and a little broken plaster dribble from the ceiling.
        The eye snakes upward to look.  It comes down again.
        Slowly, suspiciously, it lowers to the floor.


192.    CLOSEUP - CLAYTON & SYLVIA

        She is clutching him.  He comes up a little, pokes
        cautiously where plaster is broken from the wall
        and peers into the living room.


193.    INT. LIVING ROOM - MED. FULL SHOT

        Clayton's VIEWPOINT.  The mechanical eye is in the
        middle of the floor, turning around and back.
        Watching.  Waiting.


194.    INT. KITCHEN - CLOSEUP - CLAYTON & SYLVIA

        He covers the peephole with his hand.

                          CLAYTON
               Maybe they aren't too sure we're here.

                          SYLVIA
                    (Bated)
               They could be as curious about us
               as we are about them.

                          CLAYTON
               Maybe ...
                    (Looks up)
               Maybe they want to take us alive.


195.    SPECIAL EFFECT - EXT. FARMHOUSE - MED. FULL SHOT

        A Martian machine is moving through the mist in b.g.
        The one in the farmyard has moved nearer.  The honey-
        combed circle is alight, showing the picture of the
        kitchen in the house.  Suddenly this goes off.


196.    INT. KITCHEN - CLOSE SHOT CLAYTON & SYLVIA

        He is using the peephole to the living room again.

                          CLAYTON
                    (Whispering - sharp)
               It's pulling out!


197.    INT. LIVING ROOM - MED. FULL SHOT

        VIEWPOINT from kitchen.  The sheath is closing over the
        eye.  The flexible tubing is withdrawing.  It disappears.


198.    CLOSE SHOT - CLAYTON & SYLVIA

        He gets up, comes cautiously from the kitchen, with
        Sylvia following.  She grasps his arm.

                          SYLVIA
                    (Gasping)
               Let's get out of here!

        He gestures her to silence, moves toward the wall
        and the opening he had made.  She peers fearfully
        out through the broken patio door.

                          SYLVIA
                    (At the door, shocked)
               They've blocked it!

                          CLAYTON
                    (At opening in wall)
               It's blocked here, too!
                    (Furiously clawing at
                     the hole)
               They've pushed up earth or something
               all around outside.
                    (Moving to fireplace)
               Here, this way...!

        He snatches an axe from the woodbox by the fireplace,
        jabbing between fallen ceiling beams.  Sylvia looks
        fearfully around.


199.    CLOSEUP - SYLVIA & CLAYTON - PAN SHOT

        CAMERA WHIPS UP from them.  The Martian eye is hanging
        in the dimness above their heads, through a split in
        the ceiling.

                          SYLVIA
               Look out!!

        Clayton sees it, leaps, slashing with the axe.  A
        loose beam is dislodged in a shower of dust and frag-
        ments, falling across the tubing and the eye, pinning
        it to the floor.


200.    CLOSE SHOT - CLAYTON

        As he holds a foot on the tubing behind the eye,
        hacking with the axe.  He cuts the lens clear.  The
        rest of the mechanism is withdrawn fast, snaking up
        into the debris.

                          CLAYTON
               We've got to get out now - fast!
                    (Grabs up metal shape
                     containing the eye)
               This is something tangible to
               work on....
                    (Excited, exultant)
               It'll tell us a lot about them...

        He jumps to where he was working, hacking furiously
        with the axe, careless of noise now.

                          CLAYTON (Cont'd)
               I've got to get to Pacific-Tech -
               quick!


201.    CLOSE SHOT - SYLVIA

        SHOOTING past Clayton.  She comes into SCENE behind
        him, pulling on a loose beam to give him room, using
        a piece of cloth to protect her hands.  Behind her
        is a door leading to the den.  It is broken, sprung
        from its hinges.

        CAMERA MOVES IN past Clayton as out of the dark cavity
        behind Sylvia comes a hand that is more than a hand,
        on an arm that is thin, lean, with degenerate muscu-
        lature.  Thick veins cross it, pulsating.  Back of it
        is a dim form.  The hand-shape has three fingerlike
        suckers.  They fasten on Sylvia's shoulder, spreading,
        huge.  Her eyes and mouth open in horror.  She tries
        to scream but her vocal cords are paralyzed, shocked.
        She is drawn back, drops the loose beam.  Then she
        forces a SOUND between her lips.  Clayton hears and
        leaps to help her, sending the beam of his flash-
        light at the figure behind her.


202.    FLASH - CLOSE SHOT - MARTIAN

        We see a head, hairless, reddish like the planet
        itself, crossed by protruding veins which pulsate.
        Dominant is a single multi-lensed eye with colored
        pupils.  The Martian is staggered by the light.  He
        lifts his strange, suckered hands to ward it off.


203.    LIVING ROOM - CLAYTON, SYLVIA AND MARTIAN

        Clayton turns with Sylvia to escape.  The Martian
        lunges after them.  Clayton turns the flashlight on
        the figure again.  It stops, staggered.  Clayton
        flings the axe and the Martian reels back as the axe
        hits.  An unhuman SCREAMING sounds as it disappears
        back into the cavity.  This continues overscene as
        Clayton swings Sylvia to the opening in the ceiling.
        He snatches up the piece of cloth Sylvia dropped,
        then follows.


204.    INT. WRECKED FARMHOUSE - ATTIC

        Sylvia comes up through the sloping floor, slides to-
        ward a broken window, its frame sprung half out of
        the wall.  Clayton slides after her, through the
        dormer window.  They drop out between frame and wall.
        The SCREAMING continues.


205.    SPECIAL EFFECT - WRECKED FARMHOUSE AND MARTIANS

        The unhuman SCREAMING comes overscene, wild.  We see
        the red leg of the sentinel Martian, which is moving.
        In b.g. a machine is on the ground, misted.  From an
        opening comes a yellowish, strange-colored beam.
        Visible in this are three moving creatures.  Squat.
        Thick through.  Everything about them sags downward
        under air weight and the pull of gravity.  In f.g.,
        Clayton and Sylvia flee wildly from the house.


206.    EXT. FARMYARD - (NIGHT) - FEATURING CLAYTON AND SYLVIA

        The two run from the direction of the house, smashing
        through a burned hedge, their feet stirring hot ashes
        and bright sparks in the darkness.  The SCREAMING
        trails away.


207.    SPECIAL EFFECT - LONG SHOT - EXT. WRECKED HOUSE AND
        MARTIAN MACHINE

        The sentinel Martian has moved back from the house
        and is hitting it with a heat-ray.  Beyond, in the
        night sky, the green streak of a multiple meteor sud-
        denly slants down.  Glowing, sinister.  Another slows,
        falling at the same angle.  Both loom big before they
        hit the dark earth in turn and disappear behind the
        curtain of the ground mist.

        FADE OUT.

        FADE IN:

208.    EXT. WASHINGTON, D.C. - FULL SHOT - (DAY - STOCK)

        An establishing shot.

        DISSOLVE:


209.    INSERT - EXT. GOVERNMENT BLDG. - (DAY)

        CAMERA on wall lettering:  DEPT. OF DEFENSE.

        DISSOLVE:


210.    INT. MESSAGE CENTER - MED. CLOSE SHOT - (DAY)

        CAMERA SHOOTING DOWN on an enormous table map of the
        world, scattered with black patches, indicating dead
        areas cleaned out by the Martians.  Attack arrows
        extend from these.  Metal - each with a bright, min-
        iature Martian machine.  Around the edge of the map
        are WACs and special personnel constantly enlarging
        the blacked-out areas, pushing arrows forward as the
        Martians advance.  The map indicates that the world
        is fighting for its existence.  Spain is dead from
        Valencia to Seville.  Martians occupy the west of
        France up to Nantes.  They're thick from Cherbourg
        across Belgium, Holland.  The Italian boot is blacked
        out near Rome.  Dark patches are in Greece, Yugo-
        slavia.  In the southeast corner of England; in
        South Wales, Scotland and in Ireland from Tralee to
        Cork.  They're in Sweden, Lithuania, Marrakesh,
        Tripoli, Egypt, South Africa and strategic places in
        the U.S.S.R.  In the Levant and India, Malaya and
        Australia.  Some dead areas are large.  Some small.
        But the small ones grow larger all the time.


210a.   INT. MESSAGE CENTER - MED. SHOT

        A reception area occupies the floor around the map
        on the table.  In this area, and in rooms off it,
        are batteries of teletypes, phones, wirephoto
        machines.  Present are high Army, Air Force, Navy
        and Marine Corps brass, with a colorful scattering
        of worried foreign attaches - phoning, conferring,
        arguing.  Seated personnel receive messages and use
        phones to direct the workers at the map.

        CAMERA MOVES IN on a big group near a wall covered
        with pull-down maps, listening to General Mann.  His
        aide stands near, holding colored chalks.  There is
        a control-bank of TV screens close by, lifeless.


211.    CLOSE SHOT - GROUP

        Shooting past General Mann.  We see high brass, all
        stars and staff insignia.  The only civilian is the
        SECRETARY OF DEFENSE - neat, without fat, disting-
        uished, badger-gray hair, cool.  He stands beside the
        CHIEF OF STAFF - balding, seven rows of decorations
        and five stars; a tight-lipped man with calculating
        eyes.

        The rest are mature tacticians and fighters.  They
        include the FRENCH ATTACHE - rugged, tough.  The
        ITALIAN ATTACHE - fat, suave.  The BRITISH ATTACHE
        has a trim mustache, three rows of ribbons, graying
        hair.  The incessant SOUNDS of phone calls, teletypes,
        quick orders come over SCENE.

                          GENERAL MANN'S VOICE
               And this much is certain -- it is
               vital to prevent the Martian machines
               linking up.  Once they do, they adopt
               an extraordinary military tactic.
                    (Forceful - indicating map)
               You can see from those blacked-out
               areas that they're using it very
               effectively.  They form a crescent...


212.    CLOSE SHOT - GENERAL MANN

        He uses colored chalk to draw a thick, crescent-
        shaped line on the blackboard.  He continues drawing,
        illustrating his words.

                          GENERAL MANN
               They anchor it at one end, and sweep
               on until they've cleared a quadrant...

        He draws three crescent-shaped lines to a quadrant,
        showing the movement of the Martians.

                          GENERAL MANN
               ...Then they anchor the opposite end--
               and reverse direction!

        As the strange diagram progresses across the black-
        board, it takes on an unearthly, centipedular aspect.

                          GENERAL MANN
               They slash across country like scythes,
               wiping out everything that's trying to
               get away from them!


213.    GROUP - FAVORING GENERAL MANN, SECRETARY OF DEFENSE
        AND CHIEF OF STAFF

        As Staff Colonel hands messages to the Chief.

                          SECRETARY
               That explains why communication is
               cut the moment their machines
               begin to move.

                          CHIEF OF STAFF
                    (Reading a message)
               Madrid has just blacked out!!
               Nothing more coming through.

                          SECRETARY
               The same thing that happened on our
               Pacific Coast.
                    (Calling)
               Anything from them yet?

                          STAFF COLONEL
               No, Mr. Secretary.  We've had nothing
               from San Francisco for over five hours.

                          STAFF MAJOR
                    (Moving in, urgent)
               Those pictures are ready now, sir!

        All turn at once to follow him.

                          STAFF MAJOR
               I've included that wirephoto from
               Paris, Mr. Secretary.

                          CHIEF OF STAFF
                    (Glancing toward map)
               Are we still in touch with Paris?

                          WAC
                    (After a moment)
               No, sir.


214.    ALCOVE

        as the group files in.  No seats in the alcove.  No
        lights.  CAMERA FAVORS the foreign attaches.

                          ITALIAN ATTACHE
                    (Gesturing - in French)
               We set cannon wheel to wheel above
               Napoli.  They melted them like candles.

                          FRENCH ATTACHE
                    (To Italian attache - in
                     French - with gestures)
               Our planes dived at them.  All
               that happened --
                    (A sweep of the hands)
               -- They crumple like papier-mache!

        During this, the Staff Major snaps his fingers.  A
        pictures hits the screen.

                          STAFF MAJOR
               This film clip was flown in from
               the West Coast... Golden Gate
               Bridge.

        A Martian machine is coming off the bridge, moving
        out from under one of the 750-foot towers.

                          STAFF MAJOR (Cont'd)
               This other is from New York.  One
               of them crossed from the New Jersey
               side...

        We see a Martian machine on the waterfront, caught
        against the New York skyline, using a ray against
        a skyscraper.

                          STAFF MAJOR (Cont'd)
                    (As film cuts off)
               And here are the wirephotos.


215.    GROUP - AT VIEWING BOX

        Everyone turns from the screen to a tall box with
        a tilted glass top.

                          STAFF MAJOR
                    (Going on)
               This is the Paris wirephoto.  It
               must be the last thing out of
               there!

        CAMERA MOVES IN on the glass.  In a still picture
        transparescy, we see the Eiffel Tower collapsing.
        There is a Martian machine in a lower corner.  A
        ray has blasted three of the tower's legs and is
        just hitting a fourth.

                          FRENCH ATTACHE'S VOICE
                    (In French)
               My God!

                          STAFF MAJOR'S VOICE
               And this is another - from Rio de
               Janeiro.

        Day.  Seen from the harbor, with the Corcovado Peak
        and huge Christus statue against the sky.  A Martian
        machine shows among the ruins at the waterfront.

                          STAFF MAJOR'S VOICE (Cont'd)
               Outside London.  The River Thames,
               near Windsor Castle.

        Windsor Castle in b.g.  A Martian machine wading the
        river, half-hidden by misty steam.  A heat-ray hit-
        ting the water.  In f.g., an overturned rowboat and
        people in the water.

                          BRITISH ATTACHE'S VOICE
               The water's boiling from the Martian
               heat-ray!

                          STAFF MAJOR'S VOICE
               ...And here's that Los Angeles picture!


216.    ALCOVE - GROUP - FAVORING STAFF MAJOR

        The light from the viewbox tints their faces blue.

                          STAFF MAJOR
               This is a sonic-radar picture, taken
               from extreme altitude.  It shows de-
               tails of the Martian nest outside
               Los Angeles.

        CAMERA MOVES IN on the viewing glass.

                          STAFF MAJOR'S VOICE
               Their machines show as round blobs.
               Newly fallen cylinders are elongated.

        We see an odd, blue-tinted photo.  It shows a clear
        pattern of small, shining shapes.  Sentinel Martians
        make the outer points of a triangle.  Inside these
        are smaller triangles, formed where multiple cylin-
        ders have come down.

                          CHIEF OF STAFF'S VOICE
               We know there are three cylinders to
               each group.  Three machines to every
               cylinder...
                    (Appalled)
               That's over fifty machines right here!


217.    CLOSE SHOT - SECRETARY AND GROUP - (MOVING SHOT)

                          CHIEF OF STAFF
                    (To Secretary)
               Mister Secretary - if they link up
               with those others near Fresno...

                          SECRETARY
               All right - I've seen enough!

        He strides from the alcove - CAMERA FOLLOWING - and
        moves to the big map on tha table and looks down at
        it.  The others follow and gather around.


218.    INSERT - OPERATIONS MAP

        Blacked-out areas increasing.  Arrows being moved.
        Activity all along the map.


219.    MED. CLOSE SHOT - GROUP

        The Secretary looks up to the others.

                          SECRETARY
               There's only one thing that will stop
               the Martians!  We've held back pre-
               viously because of the danger of
               radiation to civilians.  Now there's
               no choice.
                    (To Chief of Staff)
               The United Nations has voted authority
               to the United States.  The White House
               will confirm an order to use the Atom
               bomb.

                          CHIEF OF STAFF
                    (Nodding - decisive)
               Then our first target will be the
               initial landing place outside Los
               Angeles.

                          SECRETARY
               I'll request the scientists from
               Pacific-Tech to monitor the drop.
                    (Toward General Mann)
               We'll clear the area all around.  After
               that we'll hit them all over the world.
               I'll have long-range bombers alerted,
               loaded and standing by.

        DISSOLVE:


220.    EXT. CAMPUS, PACIFIC-TECH, HIGH POTENTIAL BLDG. (DAY)

        Shooting from the portale, past an iron railing and
        a pillar with a framed plan of the campus, marked:
        PACIFIC INSTITUTE OF SCIENCE AND TECHNOLOGY.

        DISSOLVE:


221.    INT. ROOM IN HIGH POTENTIAL BLDG. - (DAY)

        A group of Pacific-Tech doctors and assistants are
        sorting out anti-radiation suits, rubber gloves,
        Geiger counters, masks and special equipment.  They
        are modern scientists, natural in manner, alert.  Dr.
        Pryor - high man in aerodynamics - turns sharply as
        Clayton comes in with Sylvia.  A gray-haired man
        faces around with him - DR. DuBROCK, Nobel prize-
        winner in physics.

                          DR. PRYOR
               Forrester - everybody's been looking
               for you!

                          CLAYTON
               I know.  We've walked halfway from
               Corona!  Finally found an abandoned
               truck.  Miss Van Buren - this is
               Dr. Pryor ... Dr. DuBrock...
                    (Talking right on, bringing
                     out Martian 'eye' and
                     stained cloth)
               What's this I hear about the A-bomb?

                          DR. PRYOR
               We're going in right afterwards!
               Study its effect.

                          DR. DuBROCK
               We leave in half an hour.
                    (Looking)
               What's that?

                          DR. PRYOR
               A king-size fish eye?

                          CLAYTON
               We took this off the Martians.

        All move in sharply as he sets the eye on a table.
        DR. PENNINGTON - astro-physics and optics -
        examines it closely.

                          CLAYTON
                    (Going on, quick)
               It'll tell us a lot about their
               metals and alloys.

                          DR. PENNINGTON
                    (Roused)
               If this is a lens, we can find out
               something about their optics.

                          DR. PRYOR
               Interesting...very interesting...

                          CLAYTON
                    (Showing cloth,
                     pointing to stain)
               And this is the blood of a Martian!

        DISSOLVE:


222.    INSERT - SLIDE SEEN THROUGH MICROSCOPE - MARTIAN
        BLOOD

        Pallid pink.  Full of tiny crystals.

                          DR. GRATZMAN'S VOICE
               I've never seen blood as anaemic as
               this!


223.    INT. LABORATORY - HIGH POTENTIAL BUILDING - (DAY)

        CLOSE ON a big microscope with twin eye-pieces.
        DR. GRATZMAN is looking up from it - biochemist and
        research man, alert, red-haired.  CAMERA BEGINS TO
        PULL BACK as he speaks.

                          DR. GRATZMAN
               They may be mental giants, but by
               our standards, they're physically
               degenerate.

        Most of the Pacific-Tech scientists are grouped with
        him at a bench where the stained cloth is under
        examination; Clayton and Sylvia with them.  In a
        corner is an epidiascope; Dr. Pennington is rigging
        the Martian 'eye' to this.  The instrument has a
        big screen.

        There is a wall-board chalked with notes and form-
        ulae.  High-pressure cylinders - one red, one green -
        in a wheeled carrier.  Benches with asbestos tops and
        discarded apparatus - mercury jars, holders, switches.
        Big, gay-colored electronic tubes.

                          DR. DuBROCK
                    (To Sylvia, commenting)
               That hand - fingers like suckers!
                    (Amused)
               It sounds as though they may have
               evolved from fish.

                          SYLVIA
               They're cold-blooded enough!


224.    GROUP - FAVORING DR. BILDERBECK

        'Baldy' Bilderbeck, mathematician and top-drawer man
        in nuclear physics.

                          DR. BILDERBECK
                    (Commenting mildly)
               Isn't it curious how everything about
               them seems to be in threes?

                          CLAYTON
               Their eyes have three lenses and
               three distinct pupils.  And strong
               light shocks them.

                          DR. PENNINGTON
               They're not accustomed to it!  Sunlight
               on Mars is about half as strong as we
               get it.  Add their clouds and dust and
               it amounts to no more than twilight.
                    (To Clayton)
               We've rigged this epidiascope to reflect
               whatever your Martian lense picks up.
                    (Clicks switch)
               Move in a little ... Thank you.

        CAMERA ANGLES to favor Clayton, Dr. Pryor and Dr.
        Bilderbeck as they ease nearer.  Light from the
        epidiascope screen shows on their faces.  Its density
        changes.  Suddenly, everyone gasps, horrified.

                          DR. PENNINGTON'S VOICE
               That's how the Martians see us...!


225.    SPECIAL EFFECT - GROUP - AND EPIDIASCOPE SCREEN

        Shooting CLOSE PAST the three to a terryfying image of
        themselves on the big glass screen.  Colors hideously
        changed.  Eyes enormous and peculiar.  Green faces.
        Hands elongated.  Fingers like bony talons with blue
        claws.  Proportions gone crazy, and all movement
        exaggerated.  There is a moment of horrified silence.

                          DR. DuBROCK'S VOICE
               If that's how they see us, no wonder
               they want to kill us on sight!

                          DR. BILDERBECK'S VOICE
               If I saw creatures like that I'd want
               to kill them myself.

                          CLAYTON'S VOICE
               Evidently there's a shift in the spec-
               trum.  And color absorption of the
               Martian retina is completely different
               from our own.
                    (Amused)
               But maybe they look good to each other!

                          DR. PENNINGTON'S VOICE
               Let's find out why they were so curious
               about you, Miss Van Buren.

        The others move back and Sylvia seems to surge on to
        the glass screen.  Her face is a nightmare mask,
        violently colored.  She recoils in a little shocked
        movement.

                          CLAYTON'S VOICE
                    (Lightly)
               Well, well -- a Martian's idea of
               beauty!

                          DR. DuBROCK'S VOICE
                    (Calling)
               Time we got started, gentlemen!

        The glass screen picks up a distorted image of
        Clayton's face as he moves to Sylvia and turns
        with her to go out.


225A    INT. LABORATORY - MED. SHOT

        They are all moving toward the door.  Clayton pauses
        by the microscope, glancing toward Gratzman.

                          CLAYTON
                    (Touching cloth - thoughtfully)
               This Martian blood...
                    (Suddenly suggesting)
               Let's make a quick analysis and see
               what we've got!

                          GRATZMAN
                    (Looking at him - thinking)
               It might give us something.

        Sylvia glances at them in turn, not understanding,
        but sensing the importance of what they are saying.
        Pennington pauses behind them.

                          CLAYTON
                    (Nodding - glancing from
                     cloth to Gratzman)
               Something we could use...

                          PENNINGTON
               Let it go.  If you're interested in
               Martian blood, you'll be able to get
               all you want right after the plane
               drops the bomb!

        They all start toward the door.

        DISSOLVE:


225B.   EXT. AIR FIELD - FULL SHOT - (STOCK)

        A great six-jet flying wing bomber races down the
        runway and takes to the sky.

        DISSOLVE:


225.    EXT. HIGHWAY TUNNEL - MOVING SHOT - (DUSK - OVERCAST)

        CAMERA is CLOSE on the lips and mouth of a RADIO
        REPORTER for the Pacific Broadcasting Company as he
        speaks rapidly and dramatically into a microphone.

                          REPORTER
               The target for the A-bomb drop is this
               nest of Martian machines in the Puente
               Hills - where more of these meteors
               came down early last evening.

        The SHOT WIDENS to show the Reporter -- dishevelled,
        tired, dirty -- with a portable tape-recorder slung
        over his shoulder.  He moves forward, CAMERA FOLLOW-
        ING, to disclose Sylvia, gazing through field glasses.
        The Reporter exits, still talking rapidly.  Sylvia
        lowers the glasses momentarily, then looks through
        them again.  CAMERA leaves her, PANNING.

        The mouth of the vehicular tunnel is on the slope of
        a high ridge, about halfway up to the summit, so that
        a view from the tunnel itself is one of sky only.
        Right at the mouth of the tunnel, the highway makes
        an abrupt turn to enter, and the outer side of the
        roadway is protected by the usual concrete buffer
        wall.  This has been augmented by the military with
        massive sandbag breastworks to protect those in the
        tunnel and the necessary observers in forward posi-
        tions from enemy action from the valley below.  With-
        in the tunnel proper, CAMERA PICKS UP the scientists
        from Pacific-Tech, who are gathered in a cul-de-sac
        in the tunnel wall.  Doctors DuBrock, Pennington and
        Bilderbeck have already got into their colored anti-
        radiation suits.  Doctors Pryor and Gratzman are
        present with sundry assistants.  Gloves, masks, and
        special equipment are being laid out.  Clayton is
        putting on a suit.  A jeep stands by. During this:

                          REPORTER'S VOICE
               A plane will pinpoint the target for
               the drop from six miles up.  Conditions
               are perfect.  The bomb will be about
               ten times more powerful than the one
               used at Hiroshima.  Nothing like it
               has ever been exploded before, and
               we're going to be pretty darn close --
               but there are observers down in the
               valley in a forward bunker and they'll
               be a lot nearer than us!

        CAMERA MOVES to PICK UP, near the outer breastworks,
        Army, Navy and Air Force brass, with special observers
        from the Atomic Energy Commission, and a First-Aid
        unit.  To one side is a group of high officers and
        officials, for liaison and observation from Allied
        Nations within the roster of the united Nations.
        Everyone is equipped with field glasses.  Observing
        officers use them constantly and talk quietly, tense-
        ly.  There is a BUZZ of comment in foreign tongues
        from the United Nations Group.  A spread of loud-
        speakers is mounted on a jeep.  Other vehicles include
        a Radar Scanning truck with antenna cocked skyward,
        constantly scanning.

                          REPORTER'S VOICE (Cont'd)
               There must be a couple of million people
               back of us in the shelter of the San Gabriel
               hills -- waiting to find out whether they
               can go home again!  This will decide the
               fate of civilization and all humanity --
               whether we live or die may depend on what
               happens here!

                          LOUDSPEAKER VOICE
                    (ECHOING in the tunnel)
               Attention, please...Thuh-ree minutes
               to bomb time!

        CAMERA PICKS UP General Mann with a group of officers
        and staft of Sixth Army Command, behind a big breast-
        work.  Nearby is a field telephone unit.  Beyond are
        cameramen in battle dress.  The Radio Reporter moves
        into SCENE, talking in to his mike.

                          REPORTER
               Direct cable communication is being
               maintained with Washington, and from
               there to key centers around the world,
               but thera's no radio communication at
               all - even with the bombing plane that's
               coming over.  All radio is dead.  Which
               means that these tape-recordings I'm
               making are for the sake of history --
               if any!


226A.   EXT. SKY - FULL SHOT - (STOCK)

        The big delta-wing bomber takes off and speeds toward
        the clouds, heading for the target.


227.    EXT. TUNNEL MOUTH - GROUP

        Clayton, Drs. DuBrock, Bilderbeck.  All are helping
        each other with their anti-radiation suits.  Sylvia
        moves into SCENE and assists Clayton.

                          CLAYTON
               General Mann says Washington is cer-
               tain the Martians are aiming at complete
               saturation.  They intend to take over
               the entire earth.

                          DR. DuBROCK
               And Bilderbeck has calculated exactly
               how long we've got before they do it!

        All look at Bilderbeck.

                          DR. BILDERBECK
                    (Mildly)
               If the A-bomb fails, that is.

                          DR. PENNINGTON
               It won't.

                          DR. BILDERBECK
                    (Evenly)
               If it should fail, the Martians can
               conquer the earth in six days.

        There is a moment's pause.

                          SYLVIA
                    (Quietly)
               The same number of days it took
               to create it.

        All look at her.

                          LOUDSPEAKER VOICE
               Attention, please...two minutes
               to bomb time!


228.    TWO SHOT - CLAYTON AND SYLVIA

        She helps adjust the cuffs at his wrist, and his
        belt.  Then, after a moment, making it casual:

                          SYLVIA
               Is it possible to go in right
               after the explosion?

                          CLAYTON
               Yes, with these suits.  We've used
               them before on atomic tests... Odd-
               looking, aren't they?

                          SYLVIA
               Very futuristic.
                    (Smiling)
               Yours doesn't really go with that
               butch haircut!

                          CLAYTON
                    (Hand through hair)
               I could wear it longer -- but it's
               less trouble this way.

                          SYLVIA
               My kid brother has one.  You know
               why?

                          CLAYTON
               Yes ...  Fits better in a football
               helmet.

                          SYLVIA
                    (Amazed, staring)
               How'd you guess?

                          CLAYTON
                    (Smiling)
               That's the kind of a kid brother
               you'd have!

                          LOUDSPEAKER VOICE
               Attention, please!  One minute to
               bomb time.  Take shelter!


229.    EXT. MOUTH OF TUNNEL - FULL SHOT

        All move into position behind the barriers.  Staff
        officers consult watches.  Some try to sight the
        plane.

                          LOUDSPEAKER VOICE
               Fifty seconds to zero.  Stand by!  If
               you have no goggles, turn away.  Remember,
               the heat flash and afterblast are danger-
               ous!


229A.   EXT. SKY - MED. SHOT - (STOCK)

        The A-bomb plane circles above the clouds, heading
        for the Martians.


230.    EXT. TUNNEL - FEATURING RADAR SCANNING TRUCK

        The antenna scans the sky ceaselessly.


231.    INT. RADAR TRUCK - MED. CLOSE SHOT

        An officer and a sergeant are tensely watching the
        radar screen.  The pip suddenly resolves into a dot.

                          OFFICER
               There's the plane!

        The sergeant runs out.


232.    EXT. TUNNEL - PAN SHOT

        CAMERA is on the Radar truck.  The sergeant bolts out
        the rear door, runs toward General Mann and the scien-
        tists, CAMERA PANNING with him.  All are standing
        tensely, looking OFF toward the Martian nest.

                          LOUDSPEAKER VOICE
               Forty seconds to zero.


233.    GROUP & YELLOW-BREASTED ORIOLE

        SHOOTING in toward the tunnel.  Perched on a scrub
        tree, f.g., is an oriole, singing.  Clayton and Sylvia,
        the scientists, General Mann and others.  The sergeant
        reaches General Mann.

                          LOUSPEAKER VOICE
               Thirty seconds to zero.

        From here on, every second is marked by a CLICKING
        metroname-like beat.  Every fifth second is empha-
        sized by the VOICE over the loudspeaker.

                          SERGEANT
                    (To General Mann)
               We've sighted the bomber, sir!

        General Mann and the others look toward the sky.

                          LOUDSPEAKER VOICE
               Twenty-five seconds to zero.

                          DR. DuBROCK
                    (Glancing o.s. - suddenly)
               Look... look!

        Field glasses swing quickly in the direction of the
        Martian nest.


234.    SPECIAL EFFECT - FIELD GLASS VIEWPOINT - MARTIAN NEST

        It is a hell of a scene.  Sentinel Martian machines
        are darting back and forth on the perimeter of the
        massed group.  All the machines glitter and glow in
        the waning daylight, suddenly imbued with a furious
        activity.  Cobalt jets are stabbing upward from
        every machine.

                          LOUDSPEAKER VOICE
               Twenty seconds to zero.


235.    EXT. TUNNEL - MED. CLOSE SHOT - GROUP

        Favoring Dr. DuBrock and the scientists.

                          DR. DuBROCK
               They must have sighted it, too!


236.    SPECIAL EFFECT - MARIAN NEST

        The indlvidual electro-magnetic envelopes expand, merge
        and grow rapidly to form blue-tinged bubbles clinging
        to the ground, still expanding.  Racing up from each
        machine to form part of an over-all canopy.

                          LOUDSPEAKER VOICE
               Fifteen seconds to zero.

        Thin blue-colored jets stand like rods above the
        trees, pulsating furiously, lifting the envelopes
        until they are enormous billows in the sky.  Every-
        thing inside them takes on a different color.


237.    FLASH CUTS - ABOUT THE MOUTH OF THE TUNNEL

        Everyone sheltering behind the breastworks and in
        the cul-de-sacs and behind vehicles in the tunnel.
        Clayton, Sylvia, the scientists - Navy, Army, Air
        Force brass, Foreign representatives, cameramen,
        tense and goggled.  The yellow-breasted oriole, still
        singing.

                          LOUDSPEAKER VOICE
                    (Measured - clear)
               Ten seconds to zero.


238.    EXT. MOUTH OF TUNNEL - FULL SHOT

        Pacific-Tech men in f.g.  Everybody without goggles
        turns away, head bent.  All duck behind sandbags.

                          LOUDSPEAKER VOICE
               Nine - eight - seven - six - five -
               four - three - two - one - ZERO!

        A blinding flash of light murders all color.


239.    SPECIAL EFFECT - MARTIAN NEST

        A blunted spear of light has lanced out of the sky.
        It explodes into a gigantic, reddish heat-flash.
        An elephantine swirl of dust and smoke, shot with
        orange and peach and pink, engulfs the Martian
        Machines.  Then comes the SOUND of a cataclysmic
        explosion and the SCREAM of a great wind.


240.    FLASH CUTS - EFFECT OF THE BOMB

        a.     Brass ducked behind sandbags.  Dust, branches,
               papers, debris slashing through the air.

        b.     A Signal Corps corporal, incautiously ex-
               posed, being blown end-over-end.

        c.     The Radar Truck almost topples over under the
               concussion of the blast, antenna torn loose
               and falling.

        d.     Clayton, hanging onto sandbags with one hand,
               clings to Sylvia with the other.

        e.     A FULL SHOT inside the tunnel.  Every object
               is limned sharply and brutally in the white-
               hot glare of atomic fission.  The deafening
               ROAR of the explosion ECHOES and RE-ECHOES
               along the tunnel.

        f.     Special Effect - the glare outlines a cowering
               group inside a highway gas station as the
               plate glass windows shatter over them.

        g.     A Series of CUTS - EARTHQUAKE EFFECT (STOCK).
               A bus overturns - a car is wrecked - a house
               and sheds collapse - utility poles sway, wires
               snapping and sparking - buildings shudder and
               shower masonry - bridges and oil derricks sway
               and collapse - people flee, panic-stricken.

        h.     A hillside - families cower in the shelter of
               rocks, stark faces to the glaring sky.

        i.     Special Effect (Matte painting).  The San
               Gabriel Hills, showing thousands upon thousands
               of families massed in the barrancas and gul-
               lies - a scene reminiscent of Mount Rubidoux
               of an Easter morning.  As the bomb glares, a
               GASP of human terror and agony joins with the
               ROAR of the great concussion wave.

        j.     The titanic mushrooming pillar of smoke and
               dust obscures the Martian nest.


241.    EXT. TUNNEL - MED. SHOT - GEN. MANN & OFFICERS

        The General is at the field telephone.  The blast
        is swirling all around.

                          GEN. MANN
                    (At phone - shouting)
               Hello!  Hello, there!  What can
               you see?


242.    INT. FORWARD BUNKER - CLOSE SHOT

        Two military observers - in concussion helmets and
        anti-radiation suits - peering through periscope
        slits in a heavily sandbagged bunker.  Wind blows
        dust in through the slits.

                          OBSERVER
                    (Gasping - into phone)
               It's beginning to clear out there, sir!


243.    SPECIAL EFFECT - MARTIAN NEST - PERISCOPE VIEW

        The blue envelopes are shrinking upon themselves,
        going down, color deepening.  They are unpunctured.


244.    INT. FORWARD BUNKER - CLOSE SHOT

        The observer yells into his field telephone.

                          OBSERVER
               There's something moving...!


245.    SPECIAL EFFECT - MARTIAN NEST - MED. FULL SHOT

        Out of the coiling dust and smoke a Martian machine
        is gliding.  Another follows.  A third shows.

                          OBSERVER'S VOICE
                    (Yelling)
               They haven't even been touched!


246.    GROUP - GENERAL MANN, SCIENTISTS, CLAYTON AND SYLVIA

        The Pacific-Tech men run into the breastwork, Clayton
        and Sylvia with them.  The suction blast whips and
        swirls, dust filling the air.  CAMERA FAVORS the
        General, using field glasses.

                          GENERAL MANN
                    (Shaken)
               It didn't stop them...

                          DR. PRYOR
               They knew what to expect!

                          DR. DuBROCK
                    (Excited)
               They're way ahead of us electronically.
               They've had the atom bomb and forgotten
               it!

                          GENERAL MANN
                    (Desperate)
               Guns - tanks - bombs - they're like
               toys against them.  We can't go on
               ordering men to attack...!


247.    WIDER ANGLE - GROUP - SYLVIA IN F.G.

        Army, Navy and Air Force Brass coming over, listen-
        ing, anxious.  The wind fades.

                          DR. PRYOR
               They'll exterminate every living
               thing!

                          DR. PENNINGTON
               So what do we do -- run aoout like
               ants until they hunt us down?

                          GENERAL MANN
               We'll establish a line and fignt them
               all the way back to the mountains!

                          DR. BILDERBECK
                    (Mildly again)
               But it can end only one way ...
               We're beaten.

        Sylvia looks at him, moves away.  Clayton follows.
        CAMERA MOVES IN on Dr. DuBrock and Dr. Bilderbeck.

                          DR. DuBROCK
                    (Quietly, looking out)
               Six days, you said ... six days.


248.    EXT. MOUTH OF TUNNEL - NEAR BREASTWORK

        Featuring Sylvia, as Clayton comes to her.  Dr.
        DuBrock is approaching from b.g.  Sylvia looks up
        at the empty branch where the oriole was perched.

                          SYLVIA
               Maybe they won't kill all the birds.

                          DR. DuBROCK
               Washington issued orders - in event the
               A-bomb failed - immediately evacuate
               all cities under attack!
                    (Looking out toward Martians)
               And they're moving in on Los Angeles
               now!

                          CLAYTON
               Tney'll stamp the city flat!

                          DR. DuBROCK
                    (To Clayton)
               If we take all the instruments we can
               establish a base in the Rocky Mountains...

                          CLAYTON
                    (Nodding - looking o.s.)
               A forlorn hope - but there is a chance.

                          GRATZMAN
               It might give us time to search out
               some weakness in the Martians.

                          CLAYTON
               I believe we can get a lead from their
               anaemic blood.

                          DR. DuBROCK
                    (Glancing at Clayton)
               You mean some biological approach...?

                          CLAYTON
                    (Forcefully)
               We know now that we can't beat their
               machines -- but we can beat them!
                    (Looking o.s. again)
               They are mortal beings...The only
               question is whether we have time enough
               to do anything!

                          GRATZMAN
                    (To DuBrock)
               If we get what transportation we can,
               and pick up instruments and books
               from Pacific-Tech...

                          DuBROCK
                    (To Sylvia)
               Could you help us?  Drive for us?

                          SYLVIA
               Of course.

                          DR. DuBROCK
                    (Hurrying o.s.)
               Thank you!

                          CLAYTON
                    (Quietly, watching Sylvia)
               The Rockies...!  You'd rather get
               back to that big family of yours
               in Minnesota, wouldn't you?

                          SYLVIA
               I wonder if they're going through
               this too...?

        Clayton looks at her sympathetically, not speaking.

                          SYLVIA
                    (Going on)
               I probably wouldn't be able to get
               to them if I tried...

                          CLAYTON
               You'll be all right with us....
                    (Looking out again)
               ...for as long as anybody's got!

                          SYLVIA
                    (Touching his arm)
               Don't let's lose each other.

        He tucks a hand under her arm, reassuring, turning
        away with her.

                          SYLVIA
                    (Wryly, smiling)
               Because then I really would feel lost!

        DISSOLVE:


249.    FLASHES AND QUICK CUTS - SIRENS - (DAY)

        a.     CLOSE SHOT - Siren - City Hall in b.g.  It
               begins to blast, full-throated, screaming
               its warning.

        b.     MEDIUM SHOT - Ext. Street Corner.  Traffic
               light in f.g. with air raid siren on top.
               It starts to howl.  ANGLE showing traffic
               in b.g.  Pedestrians turn quickly.  Cars
               drive erratically, pulling toward the curb.

        c.     Ext. Cornice of Office Bldg.  A nest of sirens
               on the rim of the roof, wailing.

        d.     MEDIUM SHOT - Ext. Cahuenga Pass at Freeway
               Entrance.  Sirens on a light pole take up the
               warning.  Cars head toward curbs, then speed
               away, turning against traffic.  Confusion.

        e.     MEDIUM SHOT - Ext. Firehouse.  Sirens wail.
               A red Underwriters sedan crashes out inot the
               street.


250.    EXT. SUBURBAN STREET, LOS ANGELES

        A police car coming slomly down the street.  Red
        blinker working.  Siren going furiously.  It has
        a windshield sticker:  Civil Defense.

        Following the police car is a pick-up, with a loud-
        speaker horn.  A man with a Civil Defense armband
        stands in the truck, shouting into mike.

                          LOUDSPEAKER
               Now listen carefully.  This is a military
               evacuation order.  All populated areas are
               to be abandoned.  It is imperative that
               you leave the city.


251.    MOVING SHOT - ANOTHER ANGLE - FAVORING LOUDSPEAKER
        TRUCK AND WARDENS

        CAMERA MOVES with loudspeaker trucker.  C.D. wardens,
        wearing old-style steel helmets, shouting to pedes-
        trians and cars.  Some run to the houses.  In b.g.
        people dash from their homes, gathering up kids,
        piling possessions on cars, yelling at one another.
        A few cars spurt out of driveways and barrel off.
        A chorus of wailing sirens overscene.

                          C.D. OFFICIALS - AD LIBS
                    (Over loudspeaker)
               The Martians are coming - Take what you
               can carry and get out - Take food and
               water with you - Get away from all popu-
               lated areas - Go to the desert or the
               mountains - The City's being evacuated -
               Get going for your lives!


252.    EXT. FLASHES AND QUICK CUTS - STREET AND PLANT SCENES
        ALARM

        Giant rubber, aircraft and cracking plants caught as
        shifts break.  Thousands of men racing for their
        cars.  Sirens SCREAMING o.s. (Second Unit with con-
        cealed 16 mm camera.  Stunt men beefing it up.)


253.    FLASHES AND QUICK CUTS - EVACUATION EFFECT (1)

        Everything moving from right to left on the screen -
        all going one way, merged with FAST DISSOLVES.  Haste
        and urgency.

        a.     Low angle, cars flooding a highway.  Bundles
               on fenders, roofs.  Rolling bumper to bumper,
               fast.

        b.     People piling onto buses as they pull out,
               toting suit cases and bundles.

        c.     Deserted ice-cream wagon, wheel broken, tipped
               over against a wall.  Kid on the back step,
               stuffing himself with ice cream.

        d.     Sweating C.D. officials and cops waving
               traffic past, urging it faster - faster.

        e.     Refugees cramming aboard a pullman.

        f.     Man crowding last bundle onto a car roof;
               woman yelling at him from the car.  As he
               starts away, he sees he has a flat tire.

        g.     Ext. General Hospital.  Nurses, internes,
               evacuating stretcher and ambulatory cases to
               ambulances in f.g.

        h.     A single line of refugees trudging over a
               firebreak in the hills.

        DISSOLVE:


254.    EXT. YARD BEHIND PACIFIC-TECH - (DAY)

        Overscene is the distant SOUND of the Martian
        approach - roaring explosions, the thunder of
        destruction and gunfire.  The scene itself is desper-
        ate with urgency and activity.  Scientists working
        frantically to load books, heavy instruments, papers,
        files - even a blackboard from which there is no
        time to copy the formulae it bears.  For transporta-
        tion they have a small moving van, a school bus,
        stake truck, two light pick-ups and four cars.

        As we come into scene, the moving van roars past us
        to the street.  Beyond this, the last baggage is
        being slammed aboard the yellow school bus.  Dr.
        DuBrock waves it away.  It comes PAST CAMERA -
        Sylvia driving - as Clayton climbs up behind the
        wheel of the stake truck.


255.    BY THE STAKE TRUCK

        Clayton reaches for the starter button as Gratzman
        hurries past.

                          CLAYTON
                    (Calling)
               Gratzman! -- Gratzman!  Did you
               get those biotics?

                          GRATZMAN
               No.  I thought you had them.

                          CLAYTON
               All right.  I'll get them!
                    (Drops off truck)
                    (Shouts to DuBrock)
               Go ahead - go ahead!  I'll catch
               up with you.

        He runs o.s.  Other vehicles start to move out as
        their frantic loading is completed.


256.    INT. LABORATORY - HIGH POTENTIAL BUILDING - (DAY)

        The room is in a state of abandonment and disorder.
        Clayton runs in.  He grabs two big cartons, throws
        out their contents and hurriedly loads them with
        glass and packed plastic vials which have been left
        on one of the benches.  He starts out again.


256-A   YARD BEHIND PACIFIC-TECH

        It is littered with discarded material.  All the other
        vehicles have gone when Clayton runs to the stake
        truck.  He is a lonely, desperate figure in the empty
        yard, as he clambers aboard pushing his load across to
        the passenger seat.  He starts the motor.  The truck
        screams away.


257.    INT. TRUCK CAB - EXIT FROM YARD AND STREET

        Motor roaring as Clayton steps on the gas.  He shifts
        gear, peering ahead, anxious to overtake Sylvia.

        DISSOLVE:


258.    EXT. CITY STREET - (DAY)

        The stake truck turning a corner onto a wide street,
        rolling fast, tires squealing.  Clayton's brakes go on.


259.    INT. TRUCK CAB - FEATURING CLAYTON

        Braking hard.  Standing on everything.  Staring
        ahead.


260.    WHAT HE SEES - EXT. CITY STREET - AND MOB

        A mob has attacked and piled aboard a P.E. bus.
        Others are swarming all over a couple of taxis.
        These vehicles begin to move on, with men on roofs
        and bumpers.  The mob rushes the stake truck.


261.    STAKE TRUCK AND MOB

        Men jump up at both sides of the cab, wrenching open
        the doors before Clayton can back up.


262.    INT. TRUCK - CLAYTON AND MEN

        SHOOTING through the windshield.  Men attacking Clayton
        from both sides of the cab.


263.    STAKE TRUCK AND MOB - STREET

        It is a strange mob.  Men and women.  Desperate.  Piling
        over the open sides of the now halted truck, while
        Clayton fights behind the wheel.  He is thrown out.
        A man slides into his place.  CAMERA PANS the mob,
        fighting to get aboard - emptying the truck to make
        room.  Scientific instruments crash to the road.  Books
        and papers shower down.  The truck gets under way.
        People hanging on outside are shoved off.


264.    MOVING SHOT - BACK OF TRUCK

        A well-dressed man is clinging to a rear corner,
        perched precariously, holding a bag.  Another man is
        struggling, elbowing him to make his own hold secure.

                          WELL-DRESSED MAN
                    (Desperate)
               Let me up there!

                          MAN
                    (Shoving)
               Get off!

                          WELL-DRESSED MAN
                    (Hanging on, gasping)
               I'll give you five hundred dollars
               for your place!
                    (Wild)
               I'll make it a thousand!  Two!

                          MAN
                    (Shoving him off)
               Money's no good no more, bud!


265.    ROADWAY - FEATURING WELL-DRESSED MAN

        His bag bursts open as he falls.  Bills, gold coins,
        jewelry spills out.  He scrambles to pick up his money.
        Running feet trample on it.  Trample on him.


266.    EXT. STREET - MED. CLOSE SHOT - CLAYTON

        He gets to his feet, winded, holding his ribs,
        gazing after the truck.  Stragglers run past him.
        Only the well-dressed man is left behind, still
        grabbing for his valuables.  Clayton gets his
        breath, looks around.


267.    MED. SHOT - WELL-DRESSED MAN

        Strewn on the pavement is the precious debris the
        mob left.  The shattered barrel of an electron micro-
        scope - biochemical vials, spilled and shattered -
        electric induction furnace - laboratory cameras -
        electronic tubes - microscopes - books - the jars
        and containers of organic chemistry.  The well-
        dressed man is scrabbling among this wreckage as
        Clayton comes into SCENE.

                          CLAYTON
                    (Still gasping)
               Did that mob grab the truck ahead
               of me?

        The man glances at him but doesn't answer.  Clayton
        moves nearer.

                          CLAYTON (Cont'd)
                    (Desperate)
               Hey - there were a lot of Pacific-Tech
               men with those trucks!  Did you see them?

                          MAN
               I don't know.  There was fighting
               up the street.

                          CLAYTON
                    (Still moving in)
               Did the mob get a school bus?  A
               girl was driving it.

        The man is on his knees, grabbing, panting.

                          MAN
               If they saw it, they took it!  They
               take anything on wheels.  You can't
               buy transportation for love or money...
                    (Pausing)
               Money...!


268.    ANOTHER ANGLE - FAVORING WELL-DRESSED MAN

        He sits back on his haunches, looking at the bills
        and coins in his hand.  He looks from the bag to
        Clayton and back again, suddenly shaken and terribly
        shocked.

                          WELL-DRESSED MAN
               My whole life's savings...Now it
               won't even buy a ride on a truck!

        Slowly he stands up.  Suddenly he grabs a big fistful
        of bills and jewels from the bag.

                          WELL-DRESSED MAN
                    (Twisted)
               You want five thousand dollars...
               ten...twenty?
                    (Tosses bills toward Clayton,
                     throws down the bag)
               Help yourself -- there's a hundred
               thousand in there!

        He turns and starts after the mob.  Clayton eyes the
        ruin around him.  He picks up a shattered microscope,
        looking from it to the way he has come.  Again he
        looks at the debris of the instruments, hopeless.  He
        turns to the way he was traveling and lets the micro-
        scope fall from his hand as he starts away, beginning
        to run.  CAMERA ANGLES to PICK UP the money and broken
        instruments.  It MOVES CLOSE on the shattered micro-
        scope as we

        DISSOLVE:


269.    EXT. FARTHER ALONG THE STREET (1) - (DAY)

        Deserted.  Late afternoon shadows.  Littered with
        dropped garments.  Doors stand open.  Curtains flap
        at windows.  Clayton is running, glancing back as an
        old, open car rattles into scene.  Loaded with three
        families, their kids and two barking dogs.  Bundles
        and baggage tied all over it.  Clayton thumbs for a
        ride.  Sprints and tries to leap on the running board.
        Hands shove him off.  He falls.  The car clatters on.
        Clayton gets up off the road and begins to run again.
        Two more cars come past CAMERA and race by him, over-
        loaded, driven recklessly.

        DISSOLVE:


270.    EXT. FARTHER ALONG THE STREET (2) - (EVENING)

        Clayton dog-trots into scene.  It is beginning to get
        dark.  We see debris from a hasty road-block placed
        by a mob - chairs, settee, furniture dragged out of
        a nearby store.  To the side of the road is one of
        the pickups from Pacific-Tech, distinguished by its
        color, overturned, its load spilled, wheels buckled,
        jammed between a telephone pole and shop front.
        Strewn on the road are piles of papers, books, files
        and instruments thrown off the other Pacific-Tech
        vehicles.  Clayton stares around, sees something and
        hurries to pick up a yellow board:  SCHOOL BUS -
        Southridge.  He holds it, looking around.  The road is
        scattered with baggage thrown off the little bus.  A
        car streaks past, heavily laden and going fast.  Three
        bicyclists follow, pedaling hard, possessions tied all
        over themselves and their machines.  One wobbles, but
        recovers.  Clayton starts forward, hesitates, still
        holding the yellow board.

                          CLAYTON
                    (Suddenly shouting)
               DuBrock!
                    (And then - wilder)
               Bilderbeck -- DuBrock!  SYLVIA!

        No answer.  He looks up at the sky and the unearthly
        flicker of the Martian rays.  He glances at the
        board again.  The first drops of rain hit it, driz-
        zling down.  He drops it across the curb, moves
        away toward the broken barrier, turning up his coat
        collar.

        CAMERA DOLLIES IN on the school bus sign, lying in
        the gutter.

        DISSOLVE:


273.    FLASHES & QUICK CUTS - EVACUATION (2) - (NIGHT)

        The rain has stopped.  The streets are wet and
        glistening.

        a.     Rooftops and utility poles silhouetted against
               the smoky sky.  Local explosions.  Flashes of
               Martian rays and beams.

        b.     Traffic thin, fast and frightened on a highway
               out of the city.

        c.     Moving cars in CLOSER ANGLE.  All overloaded.
               Carrying extra riders wherever they can perch -
               on fenders, bumpers, roofs.

        d.     Refugees running down the cloverleaf off
               a freeway.

        DISSOLVE:


274.    EXT. CITY INTERSECTION - FAVORING CLAYTON - (NIGHT)

        A traffic light, not working.  A mailbox overturned.
        There is a broken suitcase at one end of a rain-
        washed bus bench.  Clayton enters, pausing by the
        bench.  He is sweating, irresolute, as he looks
        around, breathing hard.  He's worn out, walking on
        his heels.  An MP Jeep - two MPs in it - rolls into
        SHOT, coming past the intersection.  The driver sees
        Clayton, brakes hard.

                          M.P. DRIVER
               Hey, you!  Better get outa here!

                          CLAYTON
               I'm looking for some Pacific-Tech
               professors...

                          M.P. DRIVER
               There's nobody left around here
               now.

                          CLAYTON
                    (Half to himself, desperately)
               We had a chance...We could have
               stopped them!
                    (To the staring M.P.'s)
               The mob stole the trucks and smashed
               everything up.  The fools!  They cut
               their own throats!

                          OTHER M.P.
               He's nuts.  C'm on - jump in!

        The MP's look up.


275.    SPECIAL EFFECT - SKY - ABOVE INTERSECTION

        An overshot ray from some Martian machine slashes the
        air, high overhead.  Squealing, pulsating.  Vicious.
        Seen beyond the power and phone wires.


276.    SPECIAL EFFECT - QUICK CUTS AND FLASHES - LOS ANGELES
        CIVIC CENTER AND MARTIAN MACHINES

        a.     Civic Center.  Streets empty.  Martian
               machines active in distant b.g.

        b.     Martian machines, belly-deep in flame,
               rays and beams working.

        c.     CLOSE ON a Martian machine among collapsing,
               burning buildings.  It sends a beam slanting
               upward.

        d.     CLOSE ON City Hall.  Its top section is hit
               by the beam it falls, disintegrating into
               colored dust.


277.    INTERSECTION WITH SIGN - FAVORING CLAYTON

        The MP's are half-ducking from the menace of the
        overshot ray.

                          M.P. DRIVER
               Hurry up!  Jump in!

                          CLAYTON
                    (Appealing)
               There was a girl with them...If I
               could find her....

                          OTHER M.P.
               Jump in here, will you?

                          CLAYTON
               She's kind of lost.

                          M.P. DRIVER
               You look kinda lost yourself.

                          CLAYTON
                    (Looking o.s. - suddenly
                     remembering)
               But I think I know where she'll be....

                          OTHER M.P.
               C'm on, c'm on!  It's your last chance
               to get outta here!

        Clayton waves the jeep away and it roars off.  He
        starts in the direction from which the jeep came,
        beginning to run.

        DISSOLVE:


276.    SPECIAL EFFECT - EXT. STREET (Same as 270) - (NIGHT)

        CAMERA is CLOSE on a muddy puddle of rainwater in the
        gutter.  Floating in the muck is the yellow sign:
        SCHOOL BUS - SOUTHRIDGE.  Angrily reflected on the
        surface of the water is the glaring sky, rays slashing,
        flames and explosions towering.  Silent, except for
        the b.g. ROAR of destruction.  No light except the
        glare from the sky.  CAMERA PULLS BACK as the long,
        wavering shadow of a man moves across the sidewalk,
        looming larger and closer.  His FOOTSTEPS ECHO in the
        deserted street.  Then his feet enter the SHOT and
        pause by the puddle and the yellow board.  CAMERA MOVES
        UP to disclose Clayton in CLOSE figure, looking down
        at the sign.  Slowly he looks OFF.  CAMERA PANS away
        from him to show the street beyond.  Smashed windows
        and looted shops.  Cracked-up, abandoned vehicles.
        Discarded bundles.  A jalopy has overturned against a
        fire hydrant and water geysers high in the air.  Clay-
        ton re-enters the SHOT, running a little way, walking
        a little, then running again.  He looks around as he
        goes, seeking a clue.


279.    OUT


280.    EXT. STREET - CLOSE MOVING SHOT - CLAYTON

        Breathing hard, sweating.  No life anywhere.  Sprat
        from the broken hydrant drips from him.  He trots
        toward a nearby corner.


281.    SPECIAL EFFECT - EXT. STREET CORNER - FULL SHOT

        A REVERSE ANGLE, SHOOTING along a side street from
        the corner.  Clayton enters, f.g., stops by a lamp
        post, looking ahead.  Along the dimly lit street is
        a church.  Faint light shows at the windows.  Above
        and beyond it is a burning ray-shot sky.  As Clayton
        starts toward it, the distant SOUND OF VOICES SINGING
        is heard.


281a.   SPECIAL EFFECT - EXT. CHURCH & STREET - FULL SHOT

        A DOWN SHOT from high alongside the church steeple
        and belfry.  The dark, Gothic outline of the tower
        looms huge in f.g.  Below in the distance, the tiny
        figure of Clayton uncertainly approaches the church
        over the glistening pavement.  The MUSIC of the
        VOICES GROWS LOUDER, but muffled and ECHOING through
        the structure of the steeple.


282.    EXT. CHURCH - MED. FULL SHOT (MOVING SHOT)

        Clayton stumbles from f.g. toward the steps and doors
        of the church, CAMERA FOLLOWING.  The MUSIC of the
        HYMN SWELLS, but is still muffled and indistinct.
        He climbs the steps, pushes open the doors.  The
        MUSIC SWELLS to full volume, VOICES joined in suppli-
        cation to God.  No one is seen but Clayton.


282a.   INT. CHURCH (MOVING SHOT)

        CAMERA is CLOSE on Clayton as he opens the doors
        and pauses, looking off.  The SINGING reaches a
        CRESCENDO and dies away.  The SHOT WIDENS and CAMERA
        PANS with Clayton to people standing near the door.
        Light in the church comes from kerosene lamps and
        candles placed wherever they will stand - on pew-ends,
        window-ledges.  CAMERA FOLLOWS Clayton, as he looks
        anxiously about.  The congregation is a scattered
        gathering of distressed humanity.  Those who couldn't
        run - children, cripples, the sick, aged - and those
        who felt it was useless to run.  They make groups
        and clusters in the aisles and benches and pews.  The
        church is full of quiet movement - first-aid for the
        injured, water for the faint, comforting children,
        soothing babies.  The VOICE OF the MINISTER is lifted
        in prayer.  Mumbled 'Amens' join, above the RUMBLE
        of destruction, growing with the Martian advance.

                          MINISTER'S VOICE (O.s.)
               We humbly beseech Thy divine guidance,
               O Lord.  Deliver us from the fear which
               has come upon us - the evil that draws
               ever nearer - from the terror that will
               soon knock at the very door of this, Thy
               house.  We pray Thee, Lord - grant us
               the miracle of Thy divine intervention....

        Clayton begins to back out.  A Deacon catches
        his arm.

                          DEACON
                    (Pale, calm - whispering)
               It's useless to run, brother.  Stay
               with us.

                          CLAYTON
                    (Whispering in reply)
               I'm looking for someone...She'll be
               in a church, near the door.

        DISSOLVE:


283.    SPECIAL EFFECT - STREET SHOTS & MARTIAN MACHINES

        a.   Clayton running down a street toward
             flaming sky.

             DISSOLVE:

        b.   Ext. Boulevard & Martian machine.  Looking
             along the boulevard.  A machine visible a
             block away, flames and falling buildings be-
             hind and around it.  Clayton cuts across,
             running.

        DISSOLVE:


283a.   INT. SECOND CHURCH - MOVING SHOT - (NIGHT)

        CAMERA is CLOSE on a statue of St. Anthony with the
        Infant Jesus, dimly lit by flickering candles.  CAMERA
        MOVES BACK, showing scores of votive candles all banked
        around the statue.  The congregation is saying the
        Rosary.  Clayton enters shot, looking around.  CAMERA
        MOVING, he passes through the crowded room.  Two el-
        derly women with Red Cross armbands are helping dis-
        tressed and injured people.  As Clayton goes past them,
        CAMERA PAUSES and MOVES IN on a particular group.  The
        Red Cross woman steps away, disclosing Bilderbeck,
        looking off after Clayton.  He is lying on the floor
        near a rack of hymn books and prayerbooks.  He is
        pale, clutching a stained, bloody bandage against his
        side.

                          BILERBECK
               Clayton...!

        Clayton moves sharply into SCENE, bending over him.

                          CLAYTON
               Bilderbeck!  Are you all right...?
                    (Bilderbeck shrugs
                     weakly)
               Where are the others?

        Clayton tries to make him comfortable.

                          BILDERBECK
               A mob swarmed all over us.  I don't
               know what happened to the others.
               I got knocked under our truck.
                    (Whispering as Clayton
                     pillows his head)
               There's nothing you can do for me....

                          CLAYTON
               What about Sylvia?

                          BILDERBECK
               I didn't see her, Clayton....

        Both look o.s. as a Martian ray SCREAMS outside, its
        light catching their faces.


284.    SPECIAL EFFECT - CITY SECTION & MARTIANS

        Martian machines loom through the smoke.  A heat-ray
        hits a row of buildings, turning them white-hot.
        They flare and change to gray ash.  The ray reaches
        out beyond them, SCREAMING.


284a.   EXT. STREET - CLOSE MOVING SHOT - CLAYTON

        Amidst an inferno of flashing light and the THUNDER
        of a city being destroyed, Clayton proceeds along
        the street toward the Martians.


285.    SPECIAL EFFECT - ANOTHER STREET

        As Clayton runs into it, checks.  The sky is red and
        lurid.  The night is filled with CRASHINGS and ROAR-
        ING.  A ray fires the tip of a tall building.  A
        skeleton beam hits another.  It collapses, falls.  A
        Martian machine comes into sight, ray slashing.  The
        ray swings toward Clayton, in f.g.  He jumps frantic-
        ally.  Flames envelope the SCENE.  Huge falling blocks
        of building stone blank out ths SCREEN.


285a.   SPECIAL EFFECT - CLOSEUP CLAYTON

        In the lurid glare of the heat-ray, falling masonry
        is blocking off the SHOT.  Then, as Clayton is dis-
        closed, cowering in a doorway, the REFLECTION of the
        street shows in the plate glass window behind him.
        Choking dust and debris almost obscure everything.
        The ROAR and RUMBLING is overpowering.  Clayton looks
        around frantically.  He sees:


296.    SPECIAL EFFECT - EXT. COMMUNITY CHURCH - FULL SHOT

        From Clayton's VIEWPOINT.  Up the street is a church
        with a white cross on the outside, lit by pot-flares.
        Buildings beyond it are aflame and falling.  It stands
        in the very path of the Martian advance, as their
        machines race nearer.

        DISSOLVE:


287.    INT. COMMUNITY CHURCH

        The CRASH and growing ROAR of falling buildings and
        explosions sounds overscene, drawing always nearer.
        The windows are full of crimson glare, almost drowning
        the light of storm lantern and lamps.  A mixed con-
        gregation kneels wherever there is space to kneel.
        Bums with nothing.  Gray-haired women in bedraggled
        fur coats.  Young.  Old.  Lame.  Blind.  Weary people,
        some still clinging to bags and bundles.  The VOICE
        of the REV. BETHANY comes over scene.

                           REV. BETHANY'S VOICE
                     (Vibrant, not loud)
                God never leaves us, no matter how
                dark the hour - how deep our despair.
                we are told - have faith and ye shall
                be saved!


288.    ANOTHER ANGLE - FAVORING REV. BETHANY

        A strong-faced man, a leader, seen in the glow of a
        kerosene lamp, wearing surplice.  Beyond him is the
        space for the choir, sparsely occupied, a boy in the
        f.g.  The SCREAM of a ray comes from overhead.  Its
        light makes an added glare.  The Rev. Bethany raises
        his arms.  Not ranting.  Sure in his faith.  Under
        great stress.

                           REV. BETHANY
                     (Supplicating)
                In our peril we plead!  Succor and
                comfort us in this hour.
                     (Almost whispering)
                Please God....

        He lowers his arms.  A terrifying, rattling explosion
        sounds nearby.  We hear the vicious screech of a
        skeleton ray and the chuting roar of falling masonry.
        Rev. Bethany signs toward the choir.


289.    CLOSE SHOT - CHOIR BOY

        Tears on his cheeks.  Scared to death.  Lips trembling.
        But his clear soprano sounds.

                           CHOIR BOY
                     (Singing)
                Abide with me ....


290.    MOVING SHOT - INT. COMMUNITY CHURCH

        The congregation picks up the hymn, the Rev. Bethany's
        voice coming strongly.  CAMERA TRUCKS the congregation.
        Sudden flashes burn at the windows.  Crackings and
        roarings increase overscene, racing closer.  Some people
        glance from the corners of their eyes.  Some cling to
        one another, shuddering at the high-pitched sounds of
        Martian rays.  They know any moment may be the last.
        CAMERA PICKS UP:

                a.   Elderly couple holding hands,
                     singing the hymn, and waiting
                     patiently for the end.

                b.   Rev. Bethany, out of his pulpit,
                     putting a comforting arm around
                     the choir boy.

                c.   Stained-glass windows, aflame and
                     brilliant from the glare of a ray
                     passing outside.

                d.   Young husband and wife with two kids,
                     seven and four years old.  The parents
                     have their arms about them.  The little
                     girl has an arm around her brother.  She
                     is praying:  "Set four angels round my
                     bed...one to watch...and one to pray...
                     and two to carry my soul away."  The
                     mother bites her lip.  Her husband kisses
                     her.  They cling to each other.

        CAMERA PICAS UP Clayton searching frantically, try-
        ing to push in past people, beginning to lose hope.
        CAMERA MOVES ON.  We see a doctor doing what he can
        for sick and injured.  As CAMERA MOVEMENT CONTINUES
        the overscene noises begin almost imperceptibly to
        diminish, as though the Martian advance is myster-
        iously slowing.  Finally, CAMERA PICKS UP Sylvia.
        Kneeling a little way in from the church porch.
        Beyond her is a stained-glass window of St. Peter.
        The SOUND from outside is lessening all the time.

        CAMERA MOVES CLOSE on Sylvia.  Praying softly.  As
        she prayed when she was small.  We don't need to
        hear the words.  We know what she is asking when we
        see the light that comes in her face as she hears:

                          CLAYTON'S VOICE
               Sylvia.......!

        She whirls around and comes upright.  CAMERA ANGLE
        WIDENS.  Clayton takes her in his arms, just as
        the stained glass window is momentarily lit by an
        orange glare.  Loud in the strange and sudden quiet
        comes a tremendous explosion.  Colored glass showers
        in from the window, but the haloed head of St. Peter
        remains intact.  So do his keys.  Woodwork, masonry
        and dust spill down from the roof.  People scatter
        from it, moving out of SCENE PAST CAMERA with
        Clayton and Sylvia.  CAMERA PANS and HOLDS on the
        congregation as the hymn dies out.  Now it is al-
        most completely quiet.  People begin to rise.  Lis-
        tening, turning to gaze o.s.  Some begin to move to
        the doorway and steps outs1de.


291.    EXT. CHURCH STEPS - MED. SHOT

        Sylvia and Clayton are standing on the steps.  Still.
        Listening with everyone else.  The Doctor comes for-
        ward to look out.  Sylvia gasps suddenly, holdind
        tightly to Clayton.  A woman near her points o.s.,
        SCREAMING wildly.


292.    SPECIAL EFFECT - CHURCH & STREET - FULL SHOT

        A Martian machine is coming from the corner of the
        block.  Rolling toward the church, filthy with dust,
        tangled with every sort of debris.  Ugly and enormous,
        rays flickering into the air.  It blunders into a
        building.  Comes on.


293.    EXT. CHURCH - MED. SHOT

        Everyone still, staring fearfully off at the machine.
        Faces lit by the shuddering glare of nearby flames.
        The Rev. Bethany shows in b.g., coming forward,
        gazing out.


294.    SPECIAL EFFECT - MARTIAN MACHINE  (2)

        Its colors dimmed, muddy.  Foul with earth and oil
        streaks.  Dribbling debris.  Rays lick weakly, fading.
        It blunders into and breaks overhead wires and cables.
        A telephone pole smashes down under it.  Fallen wires
        are entangled underneath, burning and smoking in the
        sputtering high-frequency beam-legs.  The beams flick-
        er, off and on.  The machine rocks as its supports
        falter.  It crashes to the street.


294a.   EXT. STREET - MED. CLOSE SHOT - MARTIAN MACHINE

        An aperture slowly splits open.  The hand and arm
        of a Martian struggle partly out, reaching and clawing.


295.    EXT. CHURCH - MED. CLOSE SHOT

        Everyone staring, full of fear and wonder.  The Rev.
        Bethany joins Clayton and Sylvia.


296.    EXT. STREET - CLOSE SHOT - MARTIAN

        The triple-suckered hand is reaching out, trying to
        find a grip.  We see the protruding veins, their
        pulsation weakening, slowing.


297.    EXT. CHURCH - MED. CLOSE MOVING SHOT

        Clayton moves out.  The Doctor follows with Sylvia.
        The Rev. Bethany moves out.  Others follow.  Clayton
        pauses, looking o.s.  Others look with him.


298.    SPECIAL EFFECT - EXT. STREET - FULL SHOT

        F.g. is the machine on the pavement.  Beyond at a cor-
        ner, is another, heat-ray flicking wildly.  It lurches
        against a building, caroms off, blunders into another
        and moves out of sight.


299.    EXT. STREET & CHURCH - FULL SHOT

        A REVERSE ANGLE, with the downed Martian machine in
        f.g.  People from the church begin to approach the
        machine, but they are wary and keep their distance.
        Clayton leads the way with the Doctor.  Suddenly
        Clayton gestures and they all stop and look off
        past the f.g. machine.


300.    SPECIAL EFFECT - EXT. DEVASTATED STREET - MED. SHOT

        A Martian machine almost enveloped in flames, moving
        slowly.  Its beam-legs flicker.  It sinks down.


301.    EXT. STREET & MARTIAN MACHINE - MED. CLOSE SHOT

        Clayton steps forward again.

                          CLAYTON
                    (Looking off - exclaiming)
               Something's happening to them!

        He looks down at the veined arm extending from the
        opening in the machine.


302.    CLOSE SHOT - MARTIAN & GROUP

        SHOOTING across the Martian's arm in f.g.  The skin
        of the arm is losing its ruddy color.  The pulsation
        of the veins has slowed.  The clutching of the hand
        lessens.  The arm becomes brownish-yellow.  The hand
        stills.  Clayton and the Doctor, b.g. move closer.
        The Doctor kneels by the Martian, touches the yellow
        flesh.


303.    EXT. STREET & CHURCH - MED. FULL SHOT

        People streaming from the church and the street
        beyond.  Staring.  Inching forward.


304.    EXT. STREET & MACHINE - GROUP - (MOVING SHOT)

        The Doctor straightens up from his examination of
        the Martian.  There is a strained look of awe on
        his face as he looks off toward the now silent city.

                          DOCTOR
                    (Low-voiced)
               We were all praying for a miracle...

        The SHOT WIDENS to include the forefront of the
        crowd.  Reverend Bethany, the choir boy, Clayton,
        Sylvia, all waiting on his words.  They, too,
        look off, listening.


304a.   SERIES OF CUTS - COLLAPSE OF THE MARTIANS

        a.     Special Effect - Ext. Viaduct (as previously).
               Flames of the burning oil reservoir previous-
               ly destroyed.  The Martian machine sinks to
               the ground.

        b.     Special Effect - Ext. City Hall District (as
               previously).  Rays and beams in the smoke-filled
               sky grow weak, flicker and stop.  There is
               silence.

        c.     Special Effect - Ext. Street (as previously).
               Wreckage everywhere.  Smoke-laden sky.
               Devastated buildings.  Flames.  Two Martian
               machines prone on the street, color fading.
               A jeep races through down the street, dodging
               obstacles.

        d.     Special Effect - San Gabriel Hills (as previous-
               ly).  The thousands of families huddled in the
               barrancas and gullies are turned, facing the
               holocaust in the distant city.  A last few
               rays streak the sky, then cease.  A BABBLE of
               VOICES grows into an inarticulate hosanna.


304b.   EXT. STREET - MED. CLOSE SHOT

        The Doctor is center of the group.

                          DOCTOR
               After everything men could do has
               failed - the Martians are being killed
               by the littlest things that God, in
               His wisdom, has put upon the earth.

        People are looking at him.  At one another.

                          DOCTOR
                    (Quietly)
               The Martians come from a sterilized
               world.  They have no resistance to
               diseases from which we are immune.
                    (To Reverend Bethany)
               This one died of septicema.  Anaerobic
               baccili.
                    (To Clayton - grim, glad)
               An embolism of his overdeveloped brain
               has burst an artery - killed him and
               saved us!  They're doomed - all of
               them.  Germ are killing them!

        CAMERA MOVES IN on the faces of the crowd.  Hardly
        believing what has happened.  Beginning to hope.
        Wonder and gladness growing.

                          REVEREND BETHANY
               Saved by the littlest things God made...!

                          DOCTOR'S VOICE
               Once they are infected, it's quick --
               twenty-four hours.  It's hit all these
               at about the same time.


304c.   EXT. STREET & CHURCH - MED. SHOT - (PAN SHOT)

        Near the church, the MP jeep speeds in, braking as
        it nears the people.  They jump aside, leaving a
        lane to the fallen Martian machine.  CAMERA PANS
        with the jeep.  Half-standing, the MP Driver and
        his PFC aide yell orders, gesticulating, faces grim.

                          MP DRIVER
               Keep to your shelters - stay in your
               shelters!  Everybody back!

                          OTHER MP
               There's still danger - wait for orders!

                          MP DRIVER
               You'll get orders!

        The jeep stops beside the main group.  The two MPs
        jump out, guns at the ready, and advance to the
        dead Martian.


304d.   CLOSE SHOT - GROUP

        Clayton, Sylvia, Rev. Bethany, Doctor.  Breathless,
        eyes questioning mutely.


304e.   CLOSEUP MP DRIVER

        He rises and turns toward the group.

                          MP DRIVER
                    (Understanding their
                     tension)
               Nothing official yet -- but it looks
               like it's over.  First reports are
               they're folding up in droves all
               over the world!

        He grins and wipes his brow.


304f.   CLOSEUP CHOIR BOY

        He draws a breath, eyes shining.

                          CHOIR BOY
                    (Singing - clear)
               Now thank we all our God...


305.    SPECIAL EFFECT - BELFRY & CITY - FULL SHOT

        As the words of the ancient hymn swell OVERSCENE
        from a myriad throats, bells begin to peal through
        the smoke and ruin of the devastated city.

                          VOICES
                    (Singing)
               ...With heart and hand and voices,
               Who wondrous things hath done...


306.    EXT. STREET & CHURCH - CROWD  (MOVING SHOT)

        Some singing.  Some in silent prayer.  Some in silent
        ecstacy.  The young husband hugging his kids.  An old
        woman all alone, singing softly with the others, eyes
        turned to heaven.  They start to move toward the
        church.  CAMERA PICKS UP IN CLOSE SHOT, Clayton and
        Sylvia.  She is radiant.  He smiles, holding her gaze
        as he takes off his glasses, folds them and puts them
        in his pocket, bending to her.  She takes his arm,
        smiling up at him.  They move after the crowd.  She
        starts to sing as they go.


307.    SPECIAL EFFECT - EXT. STREET & CITY BEYOND

        CAMERA SHOOTING DOWN into the street as the crowd
        moves toward the church.  Almost unconsciously, people
        have formed a lane, along which the small figures of
        Clayton and Sylvia walk.  CAMERA PANS UP the facade
        of the church to the belfry, where bells begin to ring
        out, joining the chorus of SOUND from the VOICES and
        other belfrys.  CAMERA PANS ACROSS burned, smoking
        buildings to an untouched sector of the city - CROSSING
        other belfrys with their ringing BELLS.  A dawn sun is
        rising beyond rooftops as the SINGING VOICES end in a
        great "AMEN."

        FADE OUT.



                      T H E  E N D